AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
CHEMICAL LEAMAN CORPORATION
(Exact name of registrant as specified in its charter)
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PENNSYLVANIA 4213 23-2021808
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer Identification No.)
Classification Code Number)
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102 PICKERING WAY
EXTON, PENNSYLVANIA 19341-0200
(610) 363-4200
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
---------------------------
DAVID M. BOUCHER
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER & SECRETARY
CHEMICAL LEAMAN CORPORATION
102 PICKERING WAY
EXTON, PENNSYLVANIA 19341-0200
(Name, Address Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
---------------------------
Copies to all communications to:
BARRY M. ABELSON, ESQUIRE
ROBERT A. FRIEDEL, ESQUIRE
PEPPER, HAMILTON & SCHEETZ LLP
3000 TWO LOGAN SQUARE
PHILADELPHIA, PA 19103
(215) 981-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the registration statement becomes effective and all other
conditions to the exchange offer described in the enclosed Propestus have been
satisfied or waived.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
CALCULATION OF REGISTRATION FEE
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===========================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER NOTE OFFERING PRICE FEE
- ---------------------------------------------------------------------------------------------------------------------------
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10 3/8% Senior Notes due 2005.......... $100,000,000 100%(1) $100,000,000(1) $30,303
===========================================================================================================================
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(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(f)(2) under the Securities Act of 1933.
---------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CHEMICAL LEAMAN CORPORATION
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K AND RULE 404(A)
SHOWING LOCATION IN PROSPECTUS OF
INFORMATION REQUIRED BY ITEMS IN FORM S-4
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REGISTRATION STATEMENT ITEM AND HEADING PROSPECTUS CAPTION
--------------------------------------- ------------------
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1. Forepart of Registration Statement and Outside Front
Cover Page of Prospectus........................... Facing Page; Cross-Reference Sheet; Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus......................................... Available Information; Table of Contents; Inside
Front Pages of Prospectus
3. Risk Factors, Ratio of Earnings to Fixed Charges and
Other Information.................................. Prospectus Summary; Risk Factors; The Exchange Offer;
Summary Consolidated Financial Data; Selected
Consolidated Financial Data; Capitalization
4. Terms of the Transaction............................. Prospectus Summary; The Exchange Offer; Description
of Principal Indebtedness; Description of New
Notes; Plan of Distribution
5. Pro Forma Financial Information...................... Summary Consolidated Financial Data; Selected
Consolidated Financial Data
6. Material Contacts with the Company Being
Acquired........................................... Not Applicable
7. Additional Information Required for Reoffering by
Persons and Parties Deemed to be Underwriters...... Not Applicable
8. Interests of Counsel................................. Legal Matters
9. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities..................... Not Applicable
10. Information With Respect to S-3 Registrants.......... Not Applicable
11. Incorporation of Certain Information by Reference.... Not Applicable
12. Information with Respect to S-2 or S-3 Registrants... Not Applicable
13. Incorporation of Certain Information by Reference.... Not Applicable
14. Information with Respect to Registrants Other than
S-2 or S-3 Registrants............................. Prospectus Cover Page; Available Information;
Prospectus Summary; Summary Consolidated Financial
Data; Selected Consolidated Financial Data;
Management's Discussion and Analysis of Financial
Condition and Results of Operations; Business;
Index to Consolidated Financial Statements
15. Information with Respect to S-3 Companies............ Not Applicable
16. Information with Respect to S-2 or S-3 Companies..... Not Applicable
17. Information with Respect to Companies Other than S-2
or S-3 Companies................................... Not Applicable
18. Information if Proxies, Consents or Authorizations
are to be Solicited................................ Not Applicable
19. Information if Proxies, Consents or Authorizations
are not to be Solicited or in an Exchange Offer.... Management; Certain Transactions; Incorporation of
Certain Documents by Reference
</TABLE>
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
PROSPECTUS SUBJECT TO COMPLETION, DATED AUGUST 5, 1997
CHEMICAL LEAMAN CORPORATION
10 3/8% SENIOR NOTES DUE 2005 [LOGO]
($100,000,000 PRINCIPAL AMOUNT OUTSTANDING)
FOR 10 3/8% SENIOR NOTES DUE 2005
------------------------
The Exchange Offer (defined below) and withdrawal rights will expire at
5:00 p.m., New York City time, on , 1997 (as such date may be
extended, the "Expiration Date").
Chemical Leaman Corporation ("Chemical" and together with its subsidiaries
the "Company") hereby offers (the "Exchange Offer"), upon the terms and subject
to the conditions set forth in this Prospectus and the accompanying letter of
transmittal (the "Letter of Transmittal"), to exchange $1,000 in principal
amount of its 10 3/8% Senior Notes due 2005 (the "New Notes") for each $1,000 in
principal amount of its outstanding 10 3/8% Senior Notes due 2005 (the "Old
Notes") (the Old Notes and the New Notes are sometimes collectively referred to
herein as the "Notes") held by Eligible Holders (defined below). An aggregate
principal amount of $100 million of Old Notes is outstanding. See "The Exchange
Offer." For purposes of the Exchange Offer, "Eligible Holder" shall mean the
registered owner of any Old Notes that remain Registrable Securities (defined
below) as reflected on the records of First Union National Bank, as registrar
for the Old Notes (in such capacity, the "Registrar"), or any person whose Old
Notes are held of record by the depository of the Old Notes. For purposes of the
Exchange Offer, "Registrable Securities" means each Old Note until the earliest
to occur of (i) the date on which such Old Note has been exchanged for a New
Note in the Exchange Offer and is thereafter freely tradeable by the holder
thereof not an affiliate of the Company, (ii) the date on which such Old Note is
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and disposed of in accordance with a registration statement, (iii) the date on
which such Old Note is eligible for distribution to the public pursuant to Rule
144(k) under the Securities Act, or (iv) the date on which such Old Note shall
have ceased to be outstanding.
The Company will accept for exchange any and all Old Notes that are validly
tendered prior to 5:00 p.m., New York City time, on the Expiration Date. Tenders
of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City
time, on the Expiration Date. The Exchange Offer is not conditioned upon any
minimum principal amount of the Old Notes being tendered for exchange. However,
the Exchange Offer is subject to certain customary conditions, which may be
waived by the Company, and to the terms and provisions of the Registration
Rights Agreement, dated as of June 10, 1997 (the "Registration Rights
Agreement") among the Company, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Schroder Wertheim & Co. Incorporated (collectively, the
"Initial Purchasers"). The Old Notes may be tendered only in multiples of
$1,000. See "The Exchange Offer."
SEE "RISK FACTORS" BEGINNING ON PAGE 12 HEREIN FOR A DISCUSSION OF CERTAIN
RISKS THAT SHOULD BE CONSIDERED BY ELIGIBLE HOLDERS IN EVALUATING THE EXCHANGE
OFFER.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is ____________ , 1997.
<PAGE>
The Old Notes were issued in a transaction (the "Offering") pursuant to
which the Company issued an aggregate of $100,000,000 principal amount of the
Old Notes to the Initial Purchasers on June 16, 1997 (the "Closing Date")
pursuant to a Purchase Agreement, dated June 10, 1997 (the "Purchase Agreement")
among the Company and the Initial Purchasers. The Initial Purchasers
subsequently resold the Old Notes in reliance on Rule 144A under the Securities
Act and certain other exemptions under the Securities Act. The Company and the
Initial Purchasers also entered into the Registration Rights Agreement, pursuant
to which the Company granted certain registration rights for the benefit of the
holders of the Old Notes. The Exchange Offer is intended to satisfy certain of
the Company's obligations under the Registration Rights Agreement with respect
to the Old Notes. See "The Exchange Offer - Purpose and Effect."
The Old Notes were issued under an indenture, dated as of June 16, 1997
(the "Indenture"), among the Company and First Union National Bank, as trustee
(in such capacity, the "Trustee"). The New Notes will be issued under the
Indenture as it relates to the New Notes. The form and terms of the New Notes
will be identical in all material respects to the form and terms of the Old
Notes, except that (i) the New Notes have been registered under the Securities
Act and, therefore, will not bear legends restricting the transfer thereof, (ii)
subject to certain limited exceptions, holders of New Notes will not be entitled
to Additional Interest (as defined in the Registration Rights Agreement)
otherwise payable under the terms of the Registration Rights Agreement in
respect of Old Notes held by such holders during any period in which a
Registration Default (as defined in the Registration Rights Agreement) is
continuing, and (iii) holders of New Notes will not be, and upon the
consummation of the Exchange Offer Eligible Holders of Old Notes will no longer
be, entitled to certain rights under the Registration Rights Agreement intended
for the holders of unregistered securities. The Exchange Offer shall be deemed
consummated upon the delivery by the Company to the Registrar under the
Indenture of New Notes in the same aggregate principal amount as the aggregate
principal amount of Old Notes that are validly tendered by holders thereof
pursuant to the Exchange Offer. See "The Exchange Offer - Termination of Certain
Rights" and "- Procedures for Tendering Old Notes" and "Description of New
Notes."
The New Notes will bear interest at a rate equal to 10 3/8% per annum from
and including their date of issuance. Interest on the New Notes is payable
semi-annually on each June 15 and December 15 of each year (each, an "Interest
Payment Date"). Eligible Holders whose Old Notes are accepted for exchange will
have the right to receive interest accrued thereon from the date of their
original issuance or the last Interest Payment Date, as applicable, to, but not
including, the date of issuance of the New Notes, such interest to be payable
with the first interest payment on the New Notes. Interest on the Old Notes
accepted for exchange will cease to accrue on the day prior to the issuance of
the New Notes. The New Notes will mature on June 15, 2005. See "Description of
New Notes."
The New Notes will not be redeemable, in whole or in part, prior to June
15, 2001. Thereafter, the New Notes will be redeemable at the redemption prices
set forth herein, plus accrued and unpaid interest thereon to the redemption
date. In addition, on or prior to June 15, 2000, the Company may redeem up to
25% of the originally issued aggregate principal amount of the Notes, at a
redemption price of 110 3/8% of the principal amount thereof, plus accrued and
unpaid interest thereon, if any, to the date of redemption, with the net
proceeds of a Public Equity Offering (as defined herein); provided, however,
that not less than $75 million in aggregate principal amount of the Notes is
outstanding immediately after giving effect to such redemption. Upon the
occurrence of a Change of Control (as defined herein), each Eligible Holder of
the New Notes will have the right to require the Company to purchase all or a
portion of such holder's New Notes for which a Change of Control Purchase Notice
(as defined herein) shall have been delivered as provided in the Indenture and
not withdrawn at 101% of the aggregate principal amount thereof, plus accrued
and unpaid interest thereon, if any, to the date of purchase. See "Description
of New Notes - Offer to Purchase the Notes."
The New Notes will rank pari passu in right of payment with all existing
and future unsecured and unsubordinated indebtedness of the Company and senior
in right of payment to all existing and future subordinated indebtedness of the
Company. The New Notes will be effectively subordinated to all secured
indebtedness of the Company to the extent of the assets securing such
indebtedness,
i
<PAGE>
including indebtedness under the $20 million New Revolving Credit Facility (as
defined), and all existing and future indebtedness and other obligations of the
subsidiaries of the Company. As of June 29, 1997, the Company and its
subsidiaries had $6.1 million of indebtedness outstanding in addition to the New
Notes. See "New Revolving Credit Facility," "Risk Factors," "Description of New
Notes,"and "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources." The Indenture permits
the Company and its subsidiaries to incur additional Indebtedness, including
additional secured Indebtedness, subject to certain limitations. See
"Description of New Notes."
Based on interpretations by the staff of the Securities and Exchange
Commission (the "Commission") set forth in no-action letters issued to third
parties, the Company believes that New Notes issued pursuant to the Exchange
Offer to an Eligible Holder in exchange for Old Notes may be offered for resale,
resold and otherwise transferred by such Eligible Holder, other than as set
forth below, without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that the Eligible Holder is not an
affiliate of the Company within the meaning of Rule 405 under the Securities
Act, is acquiring the New Notes in the ordinary course of business and is not
participating, and has no arrangement or understanding with any person to
participate, in the distribution of the New Notes. Eligible Holders wishing to
accept the Exchange Offer must represent to the Company, as required by the
Registration Rights Agreement, that such conditions have been met. Each
broker-dealer that acquired Old Notes directly from the Company and that
receives New Notes for its own account pursuant to the Exchange Offer must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any secondary resale transaction (unless an
exemption from registration is otherwise available). See "The Exchange Offer -
Resales of the New Notes." Each broker-dealer that receives New Notes in
exchange for Old Notes that were acquired by such broker-dealer as a result of
market-making or other trading activities must, in connection with any resale of
such New Notes, comply with the prospectus delivery requirements of the
Securities Act and must acknowledge that it will deliver a prospectus in
connection with any such resale. The Company has agreed that, for a period of
180 days after the effective date of this Prospectus, it will make this
Prospectus, as it may be amended or supplemented from time to time, available
for use by any broker-dealer in connection with resales of New Notes received in
exchange for Old Notes where such Old Notes were acquired by such broker-dealer
as a result of market-making or other trading activities.
As of June 16, 1997, Cede & Co. ("Cede"), as nominee for The Depository
Trust Company, New York, New York ("DTC"), was the registered holder of $98
million aggregate principal amount of the Old Notes and held such Old Notes for
its participants. The Company believes that no such participant is an affiliate
(as such term is defined in Rule 405 of the Securities Act) of the Company.
There has previously been only a limited secondary market, and no public market,
for the Old Notes. The Old Notes are eligible for trading in the Private
Offering, Resales and Trading through Automatic Linkages ("PORTAL") market.
There can be no assurance as to the liquidity of the trading market for either
the New Notes or the Old Notes. The New Notes constitute securities for which
there is no established trading market, and the Company does not currently
intend to list the Notes on any securities exchange. If such a trading market
develops for the New Notes, future trading prices will depend on many factors,
including, among other things, prevailing interest rates, the Company's results
of operations and the market for similar securities. Depending on such factors,
the New Notes may trade at a discount from their face value. See "Risk Factors -
Absence of Public Market for the New Notes."
The Company will not receive any proceeds from this Exchange Offer.
Pursuant to the Registration Rights Agreement, the Company will bear all
expenses incident to the Company's consummation of the Exchange Offer and
compliance with the Registration Rights Agreement.
THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE COMPANY ACCEPT
SURRENDERS FOR EXCHANGE FROM, HOLDERS OF OLD NOTES IN ANY JURISDICTION IN WHICH
THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE
SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION.
ii
<PAGE>
$98 million aggregate principal amount of the Old Notes were issued
originally in global form (the "Global Old Note"). The Global Old Note was
deposited with, or on behalf of, DTC, as the initial depository with respect to
the Old Notes (in such capacity, the "Depository"). The Global Old Note is
registered in the name of Cede, as nominee of DTC, and beneficial interests in
the Global Old Note are shown on, and transfers thereof are effected only
through, records maintained by the Depository and its participants. The use of
the Global Old Note to represent certain of the Old Notes permits the
Depository's participants, and anyone holding a beneficial interest in an Old
Note registered in the name of such a participant, to transfer interests in the
Old Notes electronically in accordance with the Depository's established
procedures without the need to transfer a physical certificate. Except as
provided below, the New Notes will also be issued initially as a note in global
form (the "Global New Note", and together with the Global Old Note, the "Global
Notes") and deposited with, or on behalf of, the Depository. The remaining $2
million in Old Notes was issued in Physical Certificates. Notwithstanding the
foregoing, holders of Old Notes that are held, at any time, by a person that is
not a qualified institutional buyer under Rule 144A under the Securities Act (a
"Qualified Institutional Buyer"), and any Eligible Holder that is not a
Qualified Institutional Buyer that exchanges Old Notes in the Exchange Offer,
will receive the New Notes in certificated form and is not, and will not be,
able to trade such securities through the Depository unless the New Notes are
resold to a Qualified Institutional Buyer. After the initial issuance of the
Global New Note, New Notes in certificated form will be issued in exchange for a
holder's proportionate interest in the Global New Note only as set forth in the
Indenture.
TABLE OF CONTENTS
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PAGE
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Available Information...................................................................................... iv
Prospectus Summary......................................................................................... 1
Risk Factors............................................................................................... 12
The Exchange Offer......................................................................................... 19
Capitalization............................................................................................. 27
Selected Consolidated Financial Data....................................................................... 28
Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 30
Business................................................................................................... 35
Management................................................................................................. 47
Certain Transactions....................................................................................... 51
Principal Stockholders..................................................................................... 53
New Revolving Credit Facility.............................................................................. 54
Description of the New Notes............................................................................... 55
Book-Entry; Delivery and Form.............................................................................. 81
Certain U.S. Income Tax Considerations..................................................................... 83
Plan of Distribution....................................................................................... 86
Legal Matters.............................................................................................. 86
Index to Consolidated Financial Statements................................................................. F-1
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iii
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Commission a Registration Statement (which
term shall include any amendments thereto) on Form S-4 under the Securities Act
(the "Registration Statement") with respect to the securities offered by this
Prospectus. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement and the exhibits and schedules thereto, to which reference is hereby
made. Each statement made in this Prospectus referring to a document filed as an
exhibit or schedule to the Registration Statement is not necessarily complete
and is qualified in its entirety by reference to the exhibit or schedule for a
complete statement of its terms and conditions. In addition, upon the
effectiveness of the Registration Statement filed with the Commission, the
Company will become subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, the Company will file periodic reports and other information with the
Commission relating to its business, financial statements and other matters. Any
interested parties may inspect and/or copy the Registration Statement, its
schedules and exhibits, and other information filed in connection therewith, at
the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices located at Citicorp Center, 500 W. Madison Street,
Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such materials can be obtained at prescribed
rates by addressing written requests for such copies to the Public Reference
Section of the Commission at its principal office at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549. The Commission also maintains a
site on the World Wide Web, the address of which is http://www.sec.gov, that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The
obligations of the Company under the Exchange Act to file periodic reports and
other information with the Commission may, to the extent that such obligations
arise from the registration of the New Notes, be suspended, under certain
circumstances, if the New Notes are held of record by fewer than 300 holders at
the beginning of any fiscal year and are not listed on a national securities
exchange. The Company has agreed that, whether or not it is required to do so by
the rules and regulations of the Commission, for so long as any of the Notes
remain outstanding, it will furnish to the holders of the Notes and file with
the Commission (unless the Commission will not accept such a filing) all annual,
quarterly and current reports that the Company is or would be required to file
with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act. In
addition, for so long as the Company is subject to the reporting requirements of
Section 13 or 15 of the Exchange Act and any Registrable Securities remain
outstanding, the Company has agreed that it will comply with its reporting
obligations under Section 13(a) or 15(d) of the Exchange Act and the rules and
regulations adopted by the Commission thereunder, and that if it ceases to be
required to file periodic reports thereunder, it will upon the request of any
holder of Registrable Securities (a) make publicly available such information as
is necessary to permit sales pursuant to Rule 144 under the Securities Act, (b)
deliver such information to a prospective purchaser as is necessary to permit
sales pursuant to Rule 144A under the Securities Act, and (c) take such further
action that is reasonable in the circumstances, in each case, to the extent
required from time to time to enable such holder to sell its Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 under the Securities Act, as such
rule may be amended from time to time, (ii) Rule 144A under the Securities Act,
as such rule may be amended from time to time, or (iii) any similar rules or
regulations hereafter adopted by the Commission.
iv
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION WITH RESPECT TO ANY SECURITY OTHER THAN THE SECURITIES OFFERED
HEREBY OR AN OFFER TO OR SOLICITATION OF ANY PERSON IN ANY JURISDICTION IN WHICH
SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO
CHANGE IN THE INFORMATION SET FORTH HEREIN OR IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF.
FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS CONTAINED IN THIS PROSPECTUS UNDER "SUMMARY,"
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" AND "BUSINESS," IN ADDITION TO CERTAIN STATEMENTS CONTAINED
ELSEWHERE IN THIS PROSPECTUS, ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND ARE THUS
PROSPECTIVE. SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF
FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL,"
"SHOULD" OR "ANTICIPATES" OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR
COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY. NO ASSURANCE CAN BE GIVEN
THAT THE FUTURE RESULTS COVERED BY THE FORWARD-LOOKING STATEMENTS WILL BE
ACHIEVED. SUCH STATEMENTS ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS
WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM FUTURE RESULTS
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE MOST SIGNIFICANT OF
SUCH RISKS, UNCERTAINTIES AND OTHER FACTORS ARE DISCUSSED UNDER THE HEADING
"RISK FACTORS," BEGINNING ON PAGE 12 OF THIS PROSPECTUS, AND ELIGIBLE HOLDERS
ARE URGED TO CAREFULLY CONSIDER SUCH FACTORS.
QualaWash(Registered), Chemshuttle(Registered) and Bulkmodal(Registered)
are registered trademarks and servicemarks of the Company. OmniTRACS(Registered)
is a registered trademark of Qualcomm, Inc. BulkTainer(Registered) is a
registered trademark of Union Pacific Railroad.
v
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. As used in this Prospectus, unless the context
requires otherwise, the terms "Company" and "Chemical Leaman" refer to Chemical
Leaman Corporation, its predecessor companies and its subsidiaries, including
Chemical Leaman Tank Lines, Inc. ("CLTL"), Fleet Transport Company, Inc.
("Fleet"), Quala Systems, Inc. ("QSI") and Power Purchasing, Inc. ("PPI").
THE COMPANY
Founded in 1913, Chemical Leaman Corporation is the largest tank truck
carrier in the United States. The Company offers a full range of specialized
transportation services, including short and long-haul transportation,
intermodal services, materials handling and third-party logistics, principally
to the chemical industry. In addition, the Company provides tank cleaning and
driver-related services to its own fleet as well as to independent
owner-operators and third-party carriers. In 1996, approximately 91% of the
Company's revenues were derived from transportation services, while
approximately 9% were derived from tank cleaning and intermodal services. The
specialized nature of the Company's services, the quality of its customer base
and the stability of chemical industry output have allowed the Company to
generate consistent levels of annual operating income. The Company believes that
these factors, coupled with the Company's current investment in a new
information technology system, position Chemical Leaman for future revenue
growth and profitability. For the twelve months ended June 29, 1997, the Company
had revenues and EBITDA (as defined herein) of $310 million and $24.6 million,
respectively.
The Company operates in the U.S., Canada and Mexico and maintains a
nationwide network of 105 terminals and 30 tank cleaning facilities. The Company
utilizes its network of terminals and facilities to transport liquid and dry
bulk specialty and commodity chemicals and, to a lesser degree, petroleum and
food grade products, throughout North America. The Company's terminals are
strategically located near customers' plants, resulting in a consistently high
percentage of on-time pick-ups and deliveries and effective utilization of
drivers and equipment. At June 29, 1997, the Company's fleet included 1,813
tractors (491 Company-owned tractors and 1,322 owner-operated tractors) and
3,433 specialized trailers. The Company's extensive use of owner-operators
increases the Company's asset utilization and lowers its fixed cost structure.
Chemical Leaman is a core carrier to some of the largest and best-known
chemical manufacturers, including Dow Chemical North America, E.I. DuPont de
Nemours Co., Air Products and Chemicals, Inc., AlliedSignal Inc. and Union
Carbide Corporation. The Company believes it has developed a superior reputation
among its customers due to its strong safety record, the strategic location of
its facilities and the full range of transportation and logistics services
offered. Through its national account marketing program, the Company seeks to
grow the number of chemical producers for which it serves as a core carrier.
The current size of the tank truck carrier market is estimated to be
approximately $8 billion, with independent carriers representing approximately
70% of the market. The independent tank truck segment of the market is
fragmented, consisting of approximately 200 carriers, with the top five carriers
accounting for approximately 20% of the segment's 1995 revenues, according to
Modern Bulk Transporter. The Company believes there are significant growth
opportunities as the industry continues to consolidate and as chemical producers
outsource a greater percentage of their transportation and logistics needs,
increasingly through the use of a limited number of core carriers. Further, the
capital requirements for the acquisition and maintenance of a fleet of tank
trailers, the need for sophisticated information technology systems, generally
rising insurance requirements, the focus of customers on quality control
programs and the increasing complexity of environmental regulation all favor
larger, better capitalized carriers. As a result of its leading market position,
operating expertise and logistics capabilities, the Company believes it is
well-positioned to benefit from these industry trends.
1
<PAGE>
BUSINESS STRATEGY
The Company's objective is to continue to enhance its revenue growth and
profitability by pursuing the following key strategies: (i) expanding market
share by marketing on both a national and regional level, (ii) focusing on
improving operating efficiencies by continuing to shift to an owner-operator
driver force, emphasizing safety and leveraging information technology, (iii)
offering value-added related services, including tank cleaning, third-party
logistics and driver-related services, and (iv) seeking selective acquisitions.
EXPAND MARKET SHARE. Although Chemical Leaman is the largest tank truck
carrier in the U.S., the Company believes there are significant opportunities
for it to gain market share. The Company believes it can handle an even larger
proportion of its core customers' bulk transportation and logistics requirements
by building upon existing relationships and leveraging its reputation for
high-quality customer service, competitive pricing and value-added services. The
Company also believes that it can generate additional revenue opportunities from
large chemical producers that are outsourcing a greater percentage of their
transportation requirements. In addition, the Company aims to gain market share
by targeting regional chemical producers located near the Company's terminals
that can benefit from Chemical Leaman's national presence and extensive
capabilities.
FOCUS ON OPERATING EFFICIENCIES. The Company continues to focus on
increasing operating efficiencies without lowering the quality or range of its
services by concentrating on the following key areas:
o Extensive Use of Owner-Operators. The Company's percentage of
owner-operators to total drivers has increased from 54% at December
31, 1992 to 75% at June 29, 1997. Owner-operators provide their own
tractors and pay their own operating expenses. The Company's
extensive use of owner-operators increases the Company's operating
and financial flexibility by improving asset utilization and
reducing fixed costs. The Company is highly selective in its driver
recruiting efforts and has invested substantial resources in its
driver recruitment programs. The Company requires all of its
drivers to participate in extensive training sessions held at its
driver training center which it believes enhances the quality of
its drivers and improves its safety record.
o Continuing Emphasis on Safety. Because of the specialized nature
of many of the products that the Company handles and transports,
driver and equipment safety are critical in obtaining new business
and in maintaining existing customer relationships. The Company has
committed substantial resources to its Safety and Emergency
Response Departments, and its emphasis on safety is reflected in
the Company's low cost of risk and favorable accident experience.
The Company has received national safety awards from the National
Tank Truck Carriers Association in each of the past five years
including first place as safest carrier in 1995 and 1996. The
Company received the American Trucking Association's first place
safety award in 1995 and has received the U.S. Department of
Transportation's highest safety rating for 20 years.
o Investment in Information Technology. The Company believes that
maximizing its use of information technology will create
significant competitive advantages by reducing administrative costs
and enhancing the utilization of tractors, trailers and drivers.
The Company is investing in a proprietary information technology
system which will provide the Company with a new order entry
system, enhanced order tracking and continuous communication with
drivers via satellite. The Company expects full implementation of
its new information technology system by the first quarter of 1998.
2
<PAGE>
OFFER VALUE-ADDED RELATED SERVICES. The Company provides tank cleaning
services to Chemical Leaman's fleet and to third-party tank truck carriers
through a nationwide network of 30 tank cleaning facilities. By taking advantage
of its significant purchasing power, the Company facilitates the purchase of
tractors, fuel and tires as well as a comprehensive line of insurance products
by its owner-operator driver force and by third party owner-operators. Chemical
producers continue to focus on their core competencies and therefore
increasingly look to outsource their entire transportation and shipping
functions. In order to capitalize on these opportunities, the Company has
developed logistics capabilities including transportation, inventory and asset
management. The Company is currently providing logistics services to third
parties and believes there are additional opportunities to expand its
third-party logistics business. The Company believes it can increase revenues
and enhance its profitability by marketing these value-added
transportation-related services.
SEEK SELECTIVE ACQUISITIONS. The Company believes that the tank truck
carrier industry is consolidating and that it is well-positioned to take
advantage of this trend. As the largest tank truck carrier in the U.S., the
Company believes that acquisitions will allow it to leverage its operating and
management expertise over a larger base of assets thereby increasing profit
opportunities. In June 1996, Chemical Leaman acquired Fleet, which operated 30
terminals located primarily in the southeastern U.S. Fleet contributed $57.3
million of revenues for the twelve months ended June 29, 1997. The Fleet
acquisition enhanced the Company's geographic terminal coverage and expanded its
customer base. Chemical Leaman will continue to evaluate acquisition
opportunities of high-quality tank truck carrier companies, tank cleaning
services companies and other companies engaged in related businesses that offer
a strategic fit with the Company's existing business.
ISSUANCE OF THE OLD NOTES
$100 million principal amount of 10 3/8% Senior Notes due 2005 (the "Old
Notes") were sold by the Company to the Initial Purchasers on June 16, 1997 (the
"Closing Date") pursuant to a Purchase Agreement, dated June 10, 1997 (the
"Purchase Agreement"), among the Company and the Initial Purchasers. The Initial
Purchasers subsequently resold the Old Notes in reliance on Rule 144A under the
Securities Act and other available exemptions under the Securities Act (the
"Offering"). The Company also entered into the Registration Rights Agreement,
dated as of the Closing Date (the "Registration Rights Agreement"), among the
Company and the Initial Purchasers, pursuant to which the Company granted
certain registration rights for the benefit of the holders of the Old Notes.
Under the Registration Rights Agreement, the Company agreed, for the benefit of
the holders of the Old Notes that it would, at its own cost, (i) within 60 days
after the Closing Date file a registration statement (the "Registration
Statement") with the Commission with respect to a registered offer to exchange
the Old Notes for New Notes, which will have terms substantially identical to
the Old Notes and (ii) use its best efforts to cause such Registration Statement
to be declared effective under the Securities Act within 120 days after the
Closing Date. If for any reason the Exchange Offer is not consummated within 150
days after the Closing Date, the Company is obligated under the Registration
Rights Agreement to file a shelf registration statement with the Commission
covering resales of the Old Notes. If the Company defaults with respect to its
obligations under the Registration Rights Agreement (as defined herein, a
"Registration Default"), the Company will be obligated to pay Additional
Interest of 0.25% per annum for the first 90-day period (or portion thereof) and
an additional 0.25% per annum for each subsequent 90-day period (up to a maximum
aggregate increase of 1.00% per annum) until all Registration Defaults have been
cured, whereupon the accrual of Additional Interest will cease and the interest
rate on the Old Notes will revert to the original rate. The Exchange Offer is
intended to satisfy certain of the Company's obligations under the Registration
Rights Agreement with respect to the Old Notes. See "The Exchange Offer -
Purpose and Effect."
------------------------
The Company was incorporated in Pennsylvania in 1977 to serve as a holding
company for its operating subsidiaries, which, together with their predecessors,
have conducted business as a transportation company since 1913. The Company's
principal executive offices are located at 102 Pickering Way, Exton,
Pennsylvania 19341-0200, and its telephone number is (610) 363-4200.
3
<PAGE>
THE EXCHANGE OFFER
The Exchange Offer................. The Company is offering, upon the terms and
subject to the conditions set forth herein
and in the accompanying letter of
transmittal (the "Letter of Transmittal"),
to exchange $1,000 in principal amount of
its 10 3/8% Senior Notes due 2005 (the "New
Notes," and together with the Old Notes,
sometimes collectively referred to herein as
the "Notes") for each $1,000 in principal
amount of the outstanding Old Notes (the
"Exchange Offer"). As of the date of this
Prospectus, $100 million in aggregate
principal amount of the Old Notes is
outstanding, the maximum amount authorized
by the Indenture for all Notes. As of August
4, 1997, there were two (2) registered
holders of the Old Notes, including Cede &
Co. ("Cede") which held $98,250,000 of
aggregate principal amount of the Old Notes
for its participants. See "The Exchange
Offer - Terms of the Exchange Offer."
Expiration Date.................... 5:00 p.m., New York City time, on
________________, 1997, as the same may be
extended. See "The Exchange Offer -
Expiration Date; Extensions; Amendments."
Conditions of the Exchange Offer... The Exchange Offer is not conditioned upon
any minimum principal amount of Old Notes
being tendered for exchange. However, the
Exchange Offer is subject to the condition
that it does not violate any applicable law
or interpretation of the staff of the
Commission. See "The Exchange Offer -
Conditions of the Exchange Offer."
Termination of Certain Rights...... Pursuant to the Registration Rights
Agreement and the Old Notes, Eligible
Holders of Old Notes (i) have rights to
receive the Additional Interest and (ii)
have certain rights intended for the holders
of unregistered securities. "Additional
Interest" means the increase in the interest
rate borne by Registrable Securities during
the period in which a Registration Default
is continuing pursuant to the terms of the
Registration Rights Agreement (in general,
one-quarter of one percent (0.25%) per annum
for the first 90-day period immediately
after the first such Registration Default
and an additional one-quarter of one percent
(0.25%) per annum for each subsequent 90-day
period (up to a maximum aggregate increase
of one percent (1.00%) until all
Registration Defaults have been cured
whereupon the accrual of Additional Interest
will cease and the interest rate on the Old
Notes will revert to the original rate).
Holders of New Notes generally will not be
and, upon consummation of the Exchange
Offer, Eligible Holders of Old Notes will
generally no longer be, entitled to (i) the
right to receive the Additional Interest,
except in certain limited circumstances, and
(ii) certain other rights under the
Registration Rights Agreement intended for
holders of unregistered securities. See "The
Exchange Offer -
4
<PAGE>
Termination of Certain Rights" and "-
Procedures for Tendering Old Notes."
Accrued Interest on the Old Notes.. The New Notes will bear interest at a rate
equal to 10 3/8% per annum from and
including their date of issuance. Eligible
Holders whose Old Notes are accepted for
exchange will have the right to receive
interest accrued thereon from the date of
original issuance of the Old Notes or the
last Interest Payment Date, as applicable,
to, but not including, the date of issuance
of the New Notes, such interest to be
payable with the first interest payment on
the New Notes. Interest on the Old Notes
accepted for exchange, which accrues at the
rate of 10 3/8% per annum, will cease to
accrue on the day prior to the issuance of
the New Notes.
Procedures for Tendering Old Notes. Unless a tender of Old Notes is effected
pursuant to the procedures for book-entry
transfer as provided herein, each Eligible
Holder desiring to accept the Exchange Offer
must complete and sign the Letter of
Transmittal, have the signature thereon
guaranteed if required by the Letter of
Transmittal, and mail or deliver the Letter
of Transmittal, together with the Old Notes
or a Notice of Guaranteed Delivery and any
other required documents (such as evidence
of authority to act, if the Letter of
Transmittal is signed by someone acting in a
fiduciary or representative capacity), to
the Exchange Agent (as defined) at the
address set forth on the back cover page of
this Prospectus prior to 5:00 p.m., New York
City time, on the Expiration Date. Any
Beneficial Owner (as defined) of the Old
Notes whose Old Notes are registered in the
name of a nominee, such as a broker, dealer,
commercial bank or trust company and who
wishes to tender Old Notes in the Exchange
Offer, should instruct such entity or person
to promptly tender on such Beneficial
Owner's behalf. See "The Exchange Offer -
Procedures for Tendering Old Notes." By
tendering Old Notes for exchange, each
registered holder will represent to the
Company that, among other things, (i)
neither the Eligible Holder nor any
Beneficial Owner is an affiliate of the
Company within the meaning of Rule 405 under
the Securities Act, (ii) any New Notes to be
received by the Eligible Holder or any
Beneficial Owner are being acquired in the
ordinary course of business, (iii) neither
the Eligible Holder nor any Beneficial Owner
has an arrangement or understanding with any
person to participate in the distribution of
the New Notes, and (iv) if the Eligible
Holder or Beneficial Owner, as applicable,
is a broker-dealer that acquired Old Notes
for its own account as a result of market
making or other trading activities, such
Eligible Holder or Beneficial Owner must
comply with the prospectus delivery
requirements of the Securities Act in
connection with a secondary resale
transaction of the New
5
<PAGE>
Notes acquired by such person and must agree
that it will deliver a prospectus in
connection with any such resale.
Guaranteed Delivery Procedures..... Eligible Holders of Old Notes who wish to
tender their Old Notes and (i) whose Old
Notes are not immediately available or (ii)
who cannot deliver their Old Notes or any
other documents required by the Letter of
Transmittal to the Exchange Agent prior to
the Expiration Date (or complete the
procedure for book-entry transfer on a
timely basis), may tender their Old Notes
according to the guaranteed delivery
procedures set forth in the Letter of
Transmittal. See "The Exchange Offer -
Procedures for Tendering Old Notes -
Guaranteed Delivery Procedures."
Acceptance of Old Notes and
Delivery of New Notes.............. Upon satisfaction or waiver of all
conditions of the Exchange Offer, the
Company will accept any and all Old Notes
that are properly tendered in the Exchange
Offer prior to 5:00 p.m., New York City
time, on the Expiration Date. The New Notes
issued pursuant to the Exchange Offer will
be delivered as soon as practicable after
acceptance of the Old Notes. See "The
Exchange Offer - Acceptance of Old Notes for
Exchange; Delivery of New Notes."
Withdrawal Rights.................. Tenders of Old Notes may be withdrawn at any
time prior to 5:00 p.m., New York City time,
on the Expiration Date. See "The Exchange
Offer - Withdrawal Rights."
Certain Federal Income Tax
Considerations..................... Generally, the exchange pursuant to the
Exchange Offer will not be a taxable event
for federal income tax purposes. See
"Certain Federal Income Tax Consequences -
The Exchange Offer."
The Exchange Agent................. First Union National Bank is the exchange
agent (in such capacity, the "Exchange
Agent"). The address and telephone number of
the Exchange Agent are set forth in "The
Exchange Offer - The Exchange Agent;
Assistance."
Fees and Expenses.................. All expenses incident to the Company's
consummation of the Exchange Offer and
compliance with the Registration Rights
Agreement will be borne by the Company. See
"The Exchange Offer - Solicitation of
Tenders; Fees and Expenses."
6
<PAGE>
Resales of the New Notes........... Based on interpretations by the staff of the
Commission set forth in no-action letters
issued to third parties, the Company
believes that New Notes issued pursuant to
the Exchange Offer to an Eligible Holder in
exchange for Old Notes may be offered for
resale, resold and otherwise transferred by
such Eligible Holder (other than (i) a
broker-dealer who purchased the Old Notes
directly from the Company for resale
pursuant to Rule 144A under the Securities
Act or any other available exemption under
the Securities Act or (ii) a person that is
an affiliate of the Company within the
meaning of Rule 405 under the Securities
Act), without compliance with the
registration and prospectus delivery
provisions of the Securities Act, provided
that the Eligible Holder is acquiring the
New Notes in the ordinary course of business
and is not participating, and has no
arrangement or understanding with any person
to participate, in a distribution of the New
Notes. Each broker-dealer that receives New
Notes for its own account in exchange for
Old Notes, where such Old Notes were
acquired by such broker as a result of
market making or other trading activities,
must acknowledge that it will deliver a
prospectus in connection with any resale of
such New Notes. See "The Exchange Offer -
Resales of the New Notes" and "Plan of
Distribution.
7
<PAGE>
DESCRIPTION OF NEW NOTES
The form and terms of the New Notes will be identical in all material
respects to the form and terms of the Old Notes, except that (i) the New Notes
have been registered under the Securities Act and, therefore, will not bear
legends restricting the transfer thereof, (ii) holders of the New Notes, except
in limited circumstances, will not be entitled to Additional Interest, and (iii)
holders of the New Notes will not be, and upon consummation of the Exchange
Offer, Eligible Holders of the Old Notes will no longer be, entitled to certain
rights under the Registration Rights Agreement intended for the holders of
unregistered securities. See "Exchange Offer - Termination of Certain Rights."
The Exchange Offer shall be deemed consummated upon the occurrence of the
delivery by the Company to the Registrar under the Indenture of New Notes in the
same aggregate principal amount as the aggregate principal amount of Old Notes
that are validly tendered by holders thereof pursuant to the Exchange Offer. See
"The Exchange Offer - Termination of Certain Rights" and "- Procedures for
Tendering Old Notes" and "Description of New Notes."
Maturity Date...................... June 15, 2005.
Interest........................... 10 3/8% payable in cash semi-annually in
arrears, from June 15, 1997, calculated on
the basis of a 360-day year consisting of
twelve 30-day months.
Interest Payment Dates............. June 15 and December 15 of each year,
commencing December 15, 1997.
Optional Redemption................ The New Notes will be redeemable at the
option of the Company, in whole or in part,
at any time on or after June 15, 2001, at
the redemption prices set forth herein, plus
accrued and unpaid interest thereon, if any,
to the date of redemption. See "Description
of the New Notes Optional Redemption."
In addition, on or prior to June 15, 2000,
the Company may redeem up to 25% of the
originally issued aggregate principal amount
of the New Notes, at a redemption price of
110 3/8% of the principal amount thereof,
plus accrued and unpaid interest thereon, if
any, to the date of redemption with the net
proceeds of a Public Equity Offering,
provided, however, that not less than $75
million in aggregate principal amount of the
New Notes is outstanding immediately after
giving effect to such redemption. See
"Description of the New Notes - Optional
Redemption."
Ranking............................ The New Notes will rank pari passu in right
of payment with all existing and future
unsecured and unsubordinated indebtedness of
the Company and senior in right of
payment to all existing and future
subordinated indebtedness of the Company.
The New Notes will be effectively
subordinated to all secured indebtedness of
the Company to the extent of the assets
securing such indebtedness, including
indebtedness under the $20 million New
Revolving Credit Facility and all existing
and future indebtedness and other
obligations of the subsidiaries of the
Company. As of June 29, 1997, the Company
and its subsidiaries had $6.1 million of
indebtedness outstanding in
8
<PAGE>
addition to the Notes, including stand-by
letters of credit and capital lease
obligations. See "New Revolving Credit
Facility."
Change of Control.................. Following the occurrence of a Change of
Control, each holder of New Notes will have
the right to require the Company to purchase
all or a portion of such holder's New Notes
at a purchase price equal to 101% of the
principal amount thereof, plus accrued and
unpaid interest thereon, if any, to the date
of purchase. See "Description of the New
Notes - Change of Control."
Certain Covenants.................. The indenture under which the New Notes are
being issued (the "Indenture") contains
certain covenants that, among other things,
limit (i) the incurrence of additional
indebtedness by the Company and the
Restricted Subsidiaries (as defined herein);
(ii) the payment of dividends on, and
redemption of, capital stock of the Company
and the Restricted Subsidiaries and the
redemption of certain subordinated
obligations of the Company and the
Restricted Subsidiaries; (iii) certain
investments by the Company and the
Restricted Subsidiaries; (iv) certain sales
of assets and Restricted Subsidiary stock;
(v) the incurrence of liens, other than
Permitted Liens (as defined herein), by the
Company and the Restricted Subsidiaries;
(vi) transactions with affiliates; (vii)
consolidations and mergers of the Company
and transfers of all or substantially all of
the assets of the Company and the Restricted
Subsidiaries; and (viii) the Restricted
Subsidiaries from guaranteeing other
Indebtedness of the Company unless such
Restricted Subsidiaries also guarantee the
New Notes. The Indenture also prohibits
certain restrictions on distributions from
Restricted Subsidiaries. These covenants are
subject to important exceptions and
qualifications. See "Description of the New
Notes - Certain Covenants."
Absence of a Public Market
for the New Notes.................. The New Notes are new securities for which
there is currently no established trading
market. Although the Initial Purchasers have
informed the Company that they currently
intend to make a market in the New Notes,
they are not obligated to do so and any such
market making may be discontinued at any
time without notice. Accordingly, there can
be no assurance as to the development or
liquidity of any market for the New Notes.
The Company does not intend to apply for
listing of the New Notes on any securities
exchange or for quotation through The Nasdaq
Stock Market.
RISK FACTORS
An investment in the New Notes involves a high degree of risk. Prospective
investors should carefully consider the matters set forth under "Risk Factors"
beginning on page 12.
9
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA
The following table sets forth certain summary consolidated financial data
for the periods indicated. The summary consolidated financial data as of and for
the years ended December 31, 1992 and 1993 have been derived from the Company's
audited consolidated financial statements not included herein. The summary
consolidated financial data as of and for the years ended December 31, 1994,
1995, 1996, and as of June 29, 1997 and for the six month period then ended have
been derived from the Company's audited consolidated financial statements, which
are included in this Prospectus. The summary consolidated financial data as of
June 30, 1996 and for the six month period ended June 30, 1996 have been derived
from the Company's unaudited consolidated financial statements included herein.
The unaudited consolidated financial statements have been prepared on the same
basis as the audited consolidated financial statements included herein and, in
the opinion of management, include all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of the Company's
financial position and results of operations for the unaudited periods.
Operating results for the six months ended June 29, 1997 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1997. The summary consolidated financial data should be read in conjunction with
"Selected Consolidated Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the audited consolidated
financial statements and the notes thereto included elsewhere in this
Prospectus.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, --------------------
----------------------------------------------------- JUNE 30, JUNE 29,
1992 1993 1994 1995 1996(A) 1996 1997
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT OPERATING DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Operating revenues....................... $ 232,619 $ 231,190 $ 241,443 $ 245,706 $ 281,075 $ 127,612 $ 156,545
Operating expenses....................... 225,971 226,057 234,630 239,287 274,433 123,867 154,796
--------- --------- --------- --------- --------- --------- ---------
Operating income (loss).................. 6,648 5,133 6,813 6,419 6,642 3,745 1,749
Other (income) expense
Interest expense..................... 4,278 4,016 4,946 5,978 7,553 3,092 4,515
Other (income) expense, net.......... 277 207 92 (110) (795) (11) 165
--------- --------- --------- --------- --------- --------- ---------
Income (loss) before taxes............... 2,093 910 1,775 551 (116) 664 (2,931)
Provision (benefit) for income taxes..... 430 227 710 220 46 333 (1,223)
--------- --------- --------- --------- --------- --------- ---------
Income (loss) before extraordinary
items.................................. 1,663 683 1,065 331 (162) 331 (1,708)
--------- --------- --------- --------- --------- --------- ---------
Extraordinary loss on early
extinguishment of debt, less applicable
income taxes of $133 (g)............... -- -- -- -- -- -- (199)
--------- --------- --------- --------- --------- --------- ---------
Net Income (loss)........................ $ 1,663 $ 683 $ 1,065 $ 331 $ (162) $ 331 $ (1,907)
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
OTHER FINANCIAL DATA:
EBITDA (b)............................... $ 19,352 $ 16,453 $ 18,596 $ 20,150 $ 22,897 $ 10,918 $ 12,585
EBITDA margin (c)........................ 8.3% 7.1% 7.7% 8.2% 8.2% 8.6% 8.0%
Depreciation and amortization............ 12,704 11,320 11,783 13,731 16,255 7,173 9,336
Capital expenditures (d)................. 11,637 12,050 20,747 13,270 20,020 9,863 11,006
Ratio of EBITDA to interest expense...... 4.5x 4.1x 3.8x 3.4x 3.0x 3.5x 2.8x
OPERATING DATA:
Tractors operated
Company.............................. 726 616 576 414 561 582 491
Owner-Operators (e).................. 735 774 969 954 1,194 1,248 1,322
--------- --------- --------- --------- --------- --------- ---------
Total tractors................... 1,461 1,390 1,545 1,368 1,755 1,830 1,813
Drivers
Company employees.................... 760 589 538 405 473 515 475
Owner-Operators (e).................. 889 844 1,057 1,117 1,277 1,305 1,430
--------- --------- --------- --------- --------- --------- ---------
Total drivers........................ 1,649 1,433 1,595 1,522 1,750 1,820 1,905
Trailers................................. 2,666 2,438 2,869 2,645 3,502 3,450 3,433
Terminals................................ 65 65 61 66 105 105 105
Total miles traveled (000's)............. 105,901 104,913 105,443 110,223 126,802 56,048 68,371
Average revenue per mile................. $ 1.85 $ 1.83 $ 1.87 $ 1.81 $ 1.78 $ 1.77 $ 1.78
Average length of haul (miles)........... 444 456 450 463 455 487 429
Number of tank cleaning facilities....... 28 26 27 27 29 30 30
</TABLE>
<TABLE>
<CAPTION>
JUNE 29, 1997
---------------------
(DOLLARS IN THOUSANDS)
<S> <C>
BALANCE SHEET DATA:
Working capital....................................................................... $ 8,825
Total assets.......................................................................... 177,528
Long-term debt, including current portion (f)......................................... 102,202
Redeemable preferred stock............................................................ 5,318
Stockholders' equity (g).............................................................. 13,153
</TABLE>
10
<PAGE>
(footnotes from previous page)
- ------------------
(a) Includes the results of Fleet from June 28, 1996, the date of the
acquisition.
(b) EBITDA represents operating income (loss) for the respective period plus
depreciation and amortization. For the first six months of 1997, a $1.5
million one-time charge was incurred relating to a self-insurance deductible
and has been added back in the calculation of EBITDA. EBITDA is presented to
provide additional information about the Company's ability to meet its
future debt service, capital expenditure and working capital requirements.
EBITDA is not a measure of financial performance under generally accepted
accounting principles ("GAAP") and should not be considered as an
alternative either to net income as an indicator of the Company's operating
performance, or to cash flows as a measure of the Company's liquidity.
(c) EBITDA margin is defined as EBITDA as a percentage of revenues.
(d) Capital expenditures for 1996 and for the six months ended June 30, 1996
consist of $6.2 million and $4.6 million, respectively, for the Company's
new information technology system and $13.8 million and $5.3 million,
respectively, for the acquisition of new trailers and capitalized repairs to
existing trailers.
(e) The Company utilizes the services of owner-operators, who are independent
contractors and provide their own tractors and pay for their own operating
expenses.
(f) The Company has an accounts receivable securitization facility in the amount
of $28 million with an effective rate of interest of LIBOR plus .80%, which
is accounted for as an off-balance sheet item as of June 29, 1997 pursuant
to Statement of Financial Accounting Standards No. 125. Prior to June 29,
1997, this facility was accounted for as long-term debt. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources."
(g) In connection with the repayment of indebtedness with the proceeds of the
Offering, the Company incurred approximately $199,000 of prepayment
penalties net of tax benefit, which was recorded as an extraordinary item in
the quarter ended June 29, 1997.
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RISK FACTORS
Holders of the Notes should consider carefully, in addition to the other
information contained or incorporated by reference in this Prospectus, the
following factors before investing in the New Notes.
SUBSTANTIAL LEVERAGE AND ABILITY TO REPAY DEBT
The tank truck industry is capital intensive. The Company will continue to
require capital in order to operate and expand its business. As of June 29,
1997, the Company and its subsidiaries had $6.1 million of indebtedness
outstanding in addition to the Notes, including stand-by letters of credit and
capital lease obligations. In addition, the Indenture permits the Company to
incur additional indebtedness, subject to certain limitations, from time to time
to finance acquisitions or capital expenditures or for other purposes. See
"Description of the New Notes." The degree to which the Company is leveraged
could have important consequences to holders of the New Notes, including the
following: (i) a substantial portion of the Company's consolidated cash flow
from operations must be dedicated to the payment of the principal of and
interest on its outstanding indebtedness and will not be available for other
purposes; (ii) the Company's ability to obtain additional financing in the
future for working capital needs, capital expenditures, acquisitions and general
corporate purposes may be materially limited or impaired or such financing may
not be available on terms favorable to the Company; (iii) indebtedness under the
New Revolving Credit Facility is secured and will mature prior to the maturity
of the New Notes; (iv) certain of the Company's borrowings may be at variable
rates of interest, including future borrowings under the New Revolving Credit
Facility, which will expose the Company to the risk of increased interest rates;
(v) the Company may be more highly leveraged than its competitors, which may
place the Company at a competitive disadvantage; and (vi) the Company's high
degree of leverage may reduce its ability to withstand competitive pressure and
make it more vulnerable to a downturn in its business or the economy in general.
See "Capitalization" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources."
The Company's ability to satisfy its interest payment obligations under its
indebtedness will depend largely on its future performance, which, in turn, is
subject to prevailing economic conditions and to financial, business and other
factors beyond its control. In addition, any amounts owing under the New
Revolving Credit Facility will become due before any principal payments on the
New Notes are scheduled to become due and such amounts may need to be
refinanced. Furthermore, the Company does not expect to be able to repay the
principal amount of the New Notes at maturity from available cash and
accordingly will need to refinance the New Notes, or repay the New Notes with
the proceeds of an equity offering, at or prior to their maturity. There can be
no assurance that the Company will be able to generate sufficient cash flow to
service its interest payment obligations under its indebtedness or that cash
flows, future borrowings or equity financing will be available for the payment
or refinancing of the Company's indebtedness. To the extent that the Company is
not successful in repaying or negotiating renewals of its borrowings or in
arranging new financings, it may have to sell significant assets, which could
have a material adverse effect on the Company's business and results of
operations. Among the factors that will affect the Company's ability to effect
an offering of its capital stock or refinance the New Notes are financial market
conditions and the value and performance of the Company at the time of such
offering or refinancing. There can be no assurance that any such offering or
refinancing can be successfully completed. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" and "New Revolving Credit Facility."
HOLDING COMPANY STRUCTURE
Chemical Leaman Corporation is a holding company which derives all of its
operating income from its subsidiaries. In addition, substantially all of the
Company's operating assets are held by its subsidiaries, except for $25 million
of revenue equipment securing the New Revolving Credit Facility, to be held by
Chemical Leaman Corporation. Accordingly, the Company will be dependent on
dividends and other distributions from its subsidiaries to generate the funds
necessary to meet its
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obligations, including the payment of principal and interest on the New Notes.
Although the Company's subsidiaries do not have any outstanding indebtedness
other than two capitalized leases in the amount of approximately $818,000 at
June 29, 1997, the ability of the Company's subsidiaries to pay dividends to
Chemical Leaman Corporation will be subject to, among other things, the terms of
any future debt instruments of its subsidiaries and applicable law. Because the
Company's subsidiaries are not guaranteeing the payment of the principal of and
interest on the New Notes, the claims of the holders of the New Notes will be
effectively subordinated to the claims of creditors of the Company's
subsidiaries, including trade creditors. The Indenture, among other things,
limits the incurrence of additional indebtedness by the Company's Restricted
Subsidiaries, subject to a number of important qualifications, and limit the
ability of the Restricted Subsidiaries to guarantee any other indebtedness of
Chemical Leaman Corporation without simultaneously guaranteeing payment of the
principal of and interest on the New Notes. See "Description of the Notes."
RESTRICTIVE COVENANTS; ASSET ENCUMBRANCES
The New Revolving Credit Facility contains certain financial and other
covenants, including, among others, covenants requiring the Company to maintain
certain financial ratios and restricting the ability of the Company and its
subsidiaries to incur indebtedness or to create or suffer to exist certain
liens. Indebtedness under the New Revolving Credit Facility will also mature
prior to the maturity of the New Notes. The ability of the Company to comply
with such provisions may be affected by events beyond its control. Should the
Company be unable to comply with the financial or other restrictive covenants
under the New Revolving Credit Facility at any time in the future there can be
no assurance that the lenders thereunder would agree to any necessary amendments
or waivers. In such a case, the failure to obtain amendments or waivers could
have a material adverse effect upon the Company and its ability to meet its
obligations in respect of the New Notes. A failure to make any required payment
under the New Revolving Credit Facility or to comply with any of the financial
and operating covenants included in the New Revolving Credit Facility could
result in an event of default thereunder, permitting the lenders to accelerate
the maturity of the indebtedness under the New Revolving Credit Facility. Such
an acceleration would also permit the acceleration of the other indebtedness of
the Company and its subsidiaries which contain cross-acceleration or
cross-default provisions, including the Indenture. The Indenture also has
certain covenants which, if not complied with, would result in an event of
default thereunder permitting holders of the New Notes, under certain
circumstances, to accelerate the New Notes. Any such event of default or
acceleration could also result in an event of default or acceleration of other
indebtedness of the Company. If the lenders under the New Revolving Credit
Facility accelerate the maturity of the indebtedness thereunder there can be no
assurance that the Company will have sufficient assets to satisfy its
obligations under the New Notes. In addition, other indebtedness of the Company
and its subsidiaries that may be incurred in the future may contain financial or
other covenants more restrictive than those applicable to the New Revolving
Credit Facility or the New Notes. See "'Description of the New Notes."
The Company's indebtedness under the New Revolving Credit Facility bears
interest at rates that will fluctuate with changes in certain prevailing
interest rates (although such rates may be fixed for limited periods of time).
See "New Revolving Credit Facility."
The New Notes will be unsecured and effectively subordinated to all
existing and future secured indebtedness of the Company to the extent of the
assets securing such indebtedness and to all existing and future indebtedness
and other obligations of the subsidiaries of the Company. As of June 29, 1997,
the Company had $6.1 million of indebtedness outstanding in addition to the New
Notes, consisting of $3.9 million of stand-by letters of credit under the New
Revolving Credit Facility and $2.2 million of capital lease obligations. The New
Revolving Credit Facility is secured by $25 million of revenue equipment to be
held by Chemical Leaman Corporation, and claims of holders of the New Notes will
be effectively subordinated to the extent of such assets securing the New
Revolving Credit Facility. The claims of holders of the New Notes upon any
distribution of assets of any subsidiary of the Company in the event of the
liquidation or reorganization of such subsidiary will be subordinated to the
prior claims of present and future creditors of such subsidiary. In such an
event, there may not be
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sufficient assets remaining to pay amounts due on any or all of the New Notes
then outstanding. The Indenture permits subsidiaries of the Company, under
certain circumstances, to incur indebtedness and permits the Company and its
subsidiaries, under certain circumstances, to secure indebtedness. See "New
Revolving Credit Facility."
COMPETITIVE INDUSTRY
The tank truck industry is highly competitive and is fragmented. The
Company faces competition from a substantial number of tank truck carriers which
have intrastate and interstate operating authority and, to a lesser extent, with
railroad and barge transportation companies. Competition is based primarily on
rates and service. As a result of the federal Motor Carrier Act of 1980, the
Staggers Rail Act of 1980, and other legislation, competition intensified,
creating downward pressure on the industry's pricing structure. There can be no
assurance that the Company will have sufficient resources to maintain its
current competitive position or market share. See "Business - Competition" and
"-Regulation."
DEPENDENCE ON CERTAIN CUSTOMERS
For the years ended December 31, 1995 and 1996 and the first six months of
1997, Dow Chemical North America accounted for approximately 14.1%, 13.7% and
18.7%, respectively, of the Company's total revenues. Other than Dow Chemical
North America, no other customer accounted for more than 5% of the Company's
total annual revenues in 1996. The sudden loss of or reduction in demand for its
services from Dow Chemical North America or from a significant customer of the
Company could have a material adverse effect on the Company's business and
results of operations. See "Business - Customers."
EFFECTS OF ECONOMIC AND OTHER FACTORS
The availability of qualified drivers, changes in fuel prices and the
supply of fuel, increases in fuel or energy taxes, interest rate fluctuations,
economic recession, change in the cost of insurance, customers' business cycles
and the price and resale value of equipment are economic factors over which the
Company has no control. See "Business - Fuel Availability and Cost." In
addition, freight shipments, operating costs and earnings are also adversely
affected by inclement weather conditions. To the extent that increased expenses
resulting from these factors cannot be passed through to customers, there would
be an adverse effect on the Company's profitability. Economic recessions or a
downturn in customers' business cycles or in the liquid and dry bulk chemical
industries also could have a material adverse effect on the Company's operating
results. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
AVAILABILITY OF DRIVERS
Attracting qualified drivers (principally owner-operators) is an important
factor in the Company's ability to continue to provide high-quality service to
its customers and to efficiently utilize its assets. Although the Company
currently retains an adequate number of drivers, industry-wide shortages of
qualified drivers have occurred from time to time. There can be no assurance
that the Company's business will not be affected by a shortage of qualified
drivers in the future. See "Business - Owner-operators." At June 29, 1997,
approximately 60% of the Company's employee-drivers (15% of the total driver
force) were covered under collective bargaining agreements and no assurances can
be given that this percentage will not increase in the future. A prolonged work
stoppage or strike by its unionized driver work force would have a material
adverse effect on the Company's results of operations. See "Business -
Employees."
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REGULATION
Tank truck carriers are subject to regulation by various federal, state and
local agencies, including the U.S. Department of Transportation ("DOT"), the
Federal Highway Administration and the Surface Transportation Board which
operates under DOT's auspices and exercises many of the regulatory powers
previously delegated to the U.S. Interstate Commerce Commission. Interstate and
intrastate motor carriage has been substantially deregulated as a result of the
enactment of the Motor Carrier Act of 1980, the Trucking Industry Regulatory
Reform Act of 1994 and other laws. Nevertheless, the federal regulatory agencies
retain substantial powers, and the tank truck industry is subject to regulatory
and legislative changes that can affect the economics of the industry by
requiring changes in operating practices or influencing the demand for, and the
costs of providing, services to third parties. See "Business - Regulation." In
addition, operations are subject to various safety laws and regulations, and
environmental laws and regulations, including laws and regulations regarding
underground fuel storage tanks and ownership of property that may contain
hazardous substances and laws and regulations governing air emissions. See
"Business - Environmental Matters" and "- Risk Management and Insurance;
Safety." The tank truck industry may in the future become subject to stricter
air emission standards regulation, including requirements that manufacturers
produce cleaner-running tractors and that fleet operators perform more rigorous
inspection and maintenance procedures.
ENVIRONMENTAL CONSIDERATIONS
The Company transports certain chemicals and hazardous materials and
operates tank wash facilities. As such, the Company's operations and properties
are subject to various federal, state, local and foreign environmental laws and
regulations relating to pollution and protection of the environment, including
those dealing with the transportation, use, storage, handling, treatment,
discharge and disposal of certain hazardous materials, substances and wastes,
and petroleum (collectively, Hazardous Materials), ownership and operation of
property that may contain Hazardous Materials, and underground storage tanks. In
the event of a release of a Hazardous Material as a result of an accident or
otherwise, the Company could be held responsible for cleanup costs, natural
resource damages and other damages and fines or other penalties, all of which
could have a material adverse effect on the Company's operations and business
reputation. See "Business - Risk Management and Insurance; Safety."
Under certain environmental laws, the Company may be liable for the
remediation of environmental pollution at owned and operated sites as well as
third-party sites at which there has been a release or threatened release of a
Hazardous Material. Under the federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("CERCLA" or "Superfund"),
and similar state laws, the current and former owner or operator of real
property may be strictly, jointly and severally liable under certain
circumstances for the costs of investigation, cleanup and natural resource
damages relating to Hazardous Materials on, under or emanating from such
property, regardless of whether the owner or operator knew of, or was
responsible for, the presence of such Hazardous Materials. In addition, CERCLA
and similar state laws impose strict, joint and several liability under certain
circumstances for investigation, cleanup and natural resource damages on persons
who disposed of or arranged for the disposal of Hazardous Materials at
third-party sites. Under the federal Resource Conservation and Recovery Act of
1976, as amended ("RCRA"), the holder of a permit to treat, store or dispose of
hazardous waste can be required to remediate environmental pollution at or
emanating from solid waste management areas at the permitted facility regardless
of when the contamination occurred. RCRA also imposes regulations on generators
of hazardous wastes.
The Company has expended, and will be required to expend in the future,
substantial funds for compliance with such laws and regulations, as well as for
the investigation and remediation of sites at which a Hazardous Material has
been released, or at which there exists a threatened release of a Hazardous
Material. Some risk of environmental liability is inherent in the nature of the
Company's business. No assurance can be given that additional material
environmental costs will not arise as a result of compliance with and liability
under existing and future legislation or other developments.
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Environmental laws and regulations are becoming increasingly more stringent. To
the extent that the cost of compliance increases and the Company cannot pass on
future increases to its customers, such increases may have an adverse impact on
the Company's profitability. From time to time, the Company has been cited for
violations of environmental laws and regulations. The Company is currently
remediating two Superfund sites at which it is the only performing party. The
Company is also investigating or remediating approximately 35 other sites at
which it is one of several performing parties. See "Business - Environmental
Matters." As of December 31, 1996, the Company had reserves of approximately
$13.1 million for environmental liabilities. The Company made cash payments of
$4.5 million and $4.4 million with respect to environmental matters and incurred
environmental charges of $2.4 million and $2.3 million in 1995 and 1996,
respectively. The Company expects to continue to incur expenses for the
foreseeable future on environmental matters. No assurance can be given that
actual environmental expenditures will not exceed the Company's expectations or
reserves or that any such expenditures will not have a material adverse effect
on the Company's financial condition or results of operations. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources."
FUEL AVAILABILITY AND COST
Although the Company's owner-operators are responsible for paying their own
fuel costs, significant increases in these costs could result in their seeking
higher purchased transportation fees from the Company or other contractual
opportunities. With respect to the Company's employee drivers, fuel represents a
significant operating expense of the Company. There can be no assurance that the
Company will be able to pass any increases in fuel costs to its customers in the
form of price increases. Significant increases in the price of fuel, if not
offset by increases in prices charged to customers, or any interruption in the
supply of fuel, would have an adverse impact upon the profitability of the
Company. See "Business - Fuel Availability and Cost."
CLAIMS EXPOSURE
The Company currently maintains liability insurance for bodily injury and
property damage in the amount of $100 million per incident. Until March 30,
1997, the deductible for bodily injury and property damage was $2 million
(subject to an aggregate annual stop loss of $9 million). The current deductible
for bodily injury and property damage is $1 million per incident (subject to an
aggregate annual stop loss of $5.5 million), and the current deductible for
workers' compensation insurance, in states where most of the Company's employees
are domiciled, is $500,000 per claim. To the extent that the Company experiences
a material increase in the frequency or severity of accidents or workers'
compensation claims or unfavorable developments on existing claims, the
Company's operating results and financial condition could be materially
adversely affected. In addition, significant increases in insurance costs, to
the extent not offset by price increases, would reduce the Company's future
profitability. See "Business - Risk Management and Insurance; Safety."
DEPENDENCE ON KEY PERSONNEL
The success of the Company is dependent upon its senior management team, as
well as its ability to attract and retain qualified personnel. There is
substantial competition for qualified personnel in the tank truck industry.
There is no assurance that the Company will be able to retain its existing
senior management or to attract additional qualified personnel. The Company does
not have any employment agreements with any of its executive officers other than
with the President of CLTL. See "Management."
CONTROLLING STOCKHOLDERS; CHANGE OF CONTROL
As of June 29, 1997, David R. Hamilton, George McFadden and John H.
McFadden beneficially owned an aggregate of 76.8% of the outstanding common
stock of the Company, with certain directors and the management of the Company
owning the balance. The interests of Messrs. Hamilton and
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McFadden as equity holders of the Company may differ from the interests of
holders of Notes. See "Principal Stockholders."
There can also be no assurance that Messrs. Hamilton and McFadden will
continue to control the Company. A reduction in the beneficial ownership of the
Company's common stock by Messrs. Hamilton and McFadden below 30% would
constitute an event of default under the New Revolving Credit Facility,
permitting the lenders under the New Revolving Credit Facility to exercise
remedies. Further, if any person other than Messrs. Hamilton and McFadden
acquires beneficial ownership of 50% or more of the Company's common stock, the
Indenture requires the Company to make an offer to purchase all of the
outstanding New Notes under the Indenture. The inability to repay indebtedness
under the New Revolving Credit Facility, if accelerated, or to purchase all of
the New Notes would also constitute an event of default under the Indenture. See
"New Revolving Credit Facility" and "Description of the New Notes - Change of
Control." No assurance can be given that the Company will be able to comply with
its obligations under the New Revolving Credit Facility in the event of a change
of control or to refinance any of its obligations thereunder or other
obligations that might become due by the reason of these provisions. Thus, in
the event the Company were unable to meet its obligations, there may not be any
resources available to meet claims for payment on the New Notes.
SEASONALITY
The business of the Company is subject to limited seasonality, with
revenues generally declining slightly during winter months (namely the first and
fourth fiscal quarters) and over holidays. Highway transportation can be
adversely affected depending upon the severity of the weather in various
sections of the country during the winter months. The Company's operating
expenses also have been somewhat higher in the winter months, due primarily to
decreased fuel efficiency and increased maintenance costs of revenue equipment
in colder months. No assurance can be given that the Company will have
sufficient working capital or that borrowings under the New Revolving Credit
Facility will be available to meet shortfalls in the Company's working capital
during the winter months as a result of such seasonality.
CONSEQUENCES OF FAILURE TO EXCHANGE
Holders of Old Notes who do not exchange their Old Notes for New Notes
pursuant to the Exchange Offer will continue to be subject to the restrictions
on transfer of such Old Notes as set forth in the legend thereon as a
consequence of the issuance of the Old Notes pursuant to exemptions from, or in
transactions not subject to, the registration requirements of the Securities Act
and applicable state securities laws. In general, the Old Notes may not be
offered or sold, unless registered under the Securities Act, except pursuant to
an exemption from, or in a transaction not subject to, the Securities Act and
applicable state securities laws. The Company does not currently anticipate that
it will register the Old Notes for resale under the Securities Act. New Notes
issued pursuant to the Exchange Offer in exchange for Old Notes may be offered
for resale, resold or otherwise transferred by holders thereof (other than any
such holder which is an "affiliate" of the Company within the meaning of Rule
405 under the Securities Act and other than any broker-dealer who purchased Old
Notes directly from the Company for resale pursuant to Rule 144A under the
Securities Act or any other available exemption under the Securities Act)
without compliance with the registration and prospectus delivery provisions of
the Securities Act provided that such New Notes are acquired in the ordinary
course of such holders' business and such holders have no arrangement with any
person to participate in the distribution of such Notes. Each broker-dealer that
acquired Old Notes for its own account as a result of market making or other
trading activities and that receives New Notes for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. The Letter of Transmittal states
that, by so acknowledging and by delivering a prospectus, a broker-dealer will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This Prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with resales of New Notes
received in exchange for Old Notes where such Old Notes were acquired by such
broker-dealer as a result of market-making
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activities or other trading activities. The Company has agreed that, for a
period of 180 days after the effective date of this Prospectus, it will make
this Prospectus, as it may be amended or supplemented from time to time,
available to any broker-dealer for use in connection with any such resale. See
"Plan of Distribution." However, to comply with the securities laws of certain
jurisdictions, if applicable, the New Notes may not be offered or sold unless
they have been registered or qualified for sale in such jurisdictions or an
exemption from registration or qualification is available and is complied with.
To the extent that Old Notes are tendered and accepted in the Exchange Offer,
the trading market for untendered and tendered but unaccepted Old Notes will be
adversely affected.
ABSENCE OF PUBLIC MARKET FOR THE NEW NOTES
The New Notes are a new issue of securities, have no established trading
market, and may not be widely distributed. The Company does not intend to list
the New Notes on any national securities exchange or to seek the admission
thereof to trading in The Nasdaq Stock Market. No assurance can be given that an
active public or other market will develop for the New Notes or as to the
liquidity of or the trading market for the New Notes. If a trading market does
not develop or is not maintained, holders of the New Notes may experience
difficulty in reselling the New Notes or may be unable to sell them at all. If a
market for the New Notes develops, any such market may be discontinued at any
time. If a public trading market develops for the New Notes, future trading
prices of the New Notes will depend on many factors, including, among other
things, prevailing interest rates, the Company's results of operations and the
market for similar securities, and the price at which the holders of New Notes
will be able to sell such New Notes is not assured and the New Notes could trade
at a premium or discount to their purchase price or face value. Depending on
prevailing interest rates, the market for similar securities and other facts,
including the financial condition of the Company, the New Notes may trade at a
discount from their principal amount.
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THE EXCHANGE OFFER
PURPOSE AND EFFECT
The Old Notes were sold by the Company to the Initial Purchasers on June
16, 1997, pursuant to the Purchase Agreement. The Initial Purchasers
subsequently resold the Old Notes in reliance on Rule 144A under the Securities
Act and certain other exemptions under the Securities Act. The Company and the
Initial Purchasers also entered into the Registration Rights Agreement, pursuant
to which the Company agreed, with respect to the Old Notes and subject to the
Company's determination that the Exchange Offer is permitted under applicable
law, to (i) cause to be filed, on or prior to August 15, 1997, a registration
statement with the Commission under the Securities Act concerning the Exchange
Offer, (ii) use its reasonable best efforts to cause such registration statement
to be declared effective by the Commission on or prior to October 14, 1997, and
(iii) to cause the Exchange Offer to remain open for a period of not less than
30 days. This Exchange Offer is intended to satisfy the Company's exchange offer
obligations under the Registration Rights Agreement.
TERMS OF THE EXCHANGE OFFER
The Company hereby offers, upon the terms and subject to the conditions set
forth herein and in the accompanying Letter of Transmittal, to exchange $1,000
in principal amount of the New Notes for each $1,000 in principal amount of the
outstanding Old Notes. The Company will accept for exchange any and all Old
Notes that are validly tendered on or prior to 5:00 p.m., New York City time, on
the Expiration Date. Tenders of the Old Notes may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Expiration Date. The Exchange Offer is
not conditioned upon any minimum principal amount of Old Notes being tendered
for exchange. However, the Exchange Offer is subject to the conditions, terms
and provisions of the Registration Rights Agreement. The form and terms of the
New Notes will be identical in all material respects to the form and terms of
the Old Notes, except that (i) the New Notes have been registered under the
Securities Act and, therefore, will not bear legends restricting the transfer
thereof, (ii) subject to certain limited exceptions, holders of New Notes will
not be entitled to Additional Interest, and (iii) holders of New Notes will not
be, and upon consummation of the Exchange Offer, Eligible Holders of Old Notes
will no longer be, entitled to certain rights under the Registration Rights
Agreement intended for holders of unregistered securities. See "- Conditions of
the Exchange Offer."
Old Notes may be tendered only in multiples of $1,000. Subject to the
foregoing, Holders may tender less than the aggregate principal amount
represented by the Old Notes held by them, provided that they appropriately
indicate this fact on the Letter of Transmittal accompanying the tendered Old
Notes (or so indicate pursuant to the procedures for book-entry transfer).
As of the date of this Prospectus, $100 million in aggregate principal
amount of the Old Notes is outstanding, the maximum amount authorized by the
Indenture for all Notes. As of August 4, 1997, there were two (2) registered
holders of the Old Notes, including Cede, which held $98,250,000 aggregate
principal amount of the Old Notes for its participants. Solely for reasons of
administration (and for no other purpose), the Company has fixed the close of
business on _________ __, 1997, as the record date (the "Record Date") for
purposes of determining the persons to whom this Prospectus and the Letter of
Transmittal will be mailed initially. Only an Eligible Holder of the Old Notes
(or such Eligible Holder's legal representative or attorney-in-fact) may
participate in the Exchange Offer. There will be no fixed record date for
determining Eligible Holders of the Old Notes entitled to participate in the
Exchange Offer. The Company believes that, as of the date of this Prospectus, no
such Eligible Holder is an affiliate (as defined in Rule 405 under the
Securities Act) of the Company.
The Company shall be deemed to have accepted validly tendered Old Notes
when, as and if the Company has given oral or written notice thereof to the
Exchange Agent. The Exchange Agent will act as agent for the tendering Eligible
Holders of Old Notes and for the purposes of receiving the New Notes from the
Company.
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If any tendered Old Notes are not accepted for exchange because of an
invalid tender, the occurrence of certain other events set forth herein or
otherwise, certificates for any such unaccepted Old Notes will be returned,
without expense, to the tendering Eligible Holder thereof as promptly as
practicable after the Expiration Date.
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
The Expiration Date shall be ____________, 1997 at 5:00 p.m., New York City
time, unless the Company, in its sole discretion, extends the Exchange Offer, in
which case the Expiration Date shall be the latest date and time to which the
Exchange Offer is extended.
In order to extend the Exchange Offer, the Company will notify the Exchange
Agent of any extension by oral or written notice and will make a public
announcement thereof, each prior to 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. Such notice and
public announcement shall set forth the new Expiration Date of the Exchange
Offer.
The Company reserves the right, in its sole discretion, (i) to delay
accepting any Old Notes, (ii) to extend the Exchange Offer, (iii) if any of the
conditions set forth below under "Conditions of the Exchange Offer" shall not
have been satisfied, to terminate the Exchange Offer by giving oral or written
notice of such delay, extension, or termination to the Exchange Agent, and (iv)
to amend the terms of the Exchange Offer in any manner. If the Exchange Offer is
amended in a manner determined by the Company to constitute a material change,
the Company will, in accordance with applicable law, file a post-effective
amendment to the registration statement (a "Post-effective Amendment") and
resolicit the registered holders of the Old Notes. If the Company files a
Post-effective Amendment, it will notify the Exchange Agent of an extension of
the Exchange Offer by oral or written notice, and will make a public
announcement thereof, each prior to 9:00 a.m., New York City time, on the next
business day after the effectiveness of such Post-effective Amendment. Such
notice and public announcement shall set forth the new Expiration Date, which
new Expiration Date shall be no less than five days after the then applicable
Expiration Date.
CONDITIONS OF THE EXCHANGE OFFER
The Exchange Offer is not conditioned upon any minimum principal amount of
the Old Notes being tendered for exchange. However, notwithstanding any other
provisions of the Exchange Offer, the Company shall not be required to accept
for exchange, or to issue the New Notes in exchange for, any Old Notes, if the
Exchange Offer violates any applicable law or interpretation of the staff of the
Commission. The Company expects that the foregoing conditions will be satisfied.
TERMINATION OF CERTAIN RIGHTS
The Registration Rights Agreement provides that, subject to certain
exceptions, in the event of a Registration Default (as defined below), Eligible
Holders of Old Notes are entitled to receive Additional Interest. Additional
Interest means the increase in the interest rate borne by Registrable Securities
during the period in which a Registration Default is continuing pursuant to the
terms of the Registration Rights Agreement (in general, one-quarter of one
percent (0.25%) per annum for the first 90-day period immediately after the
first such Registration Default and an additional one-quarter of one percent
(0.25%) per annum for each subsequent 90-day period (up to a maximum aggregate
increase of one percent (1.00%) per annum until all Registration Defaults have
been cured, whereupon the accrual of Additional Interest will cease and the
interest rate on the Old Notes will revert to the original rate). A
"Registration Default" with respect to the Exchange Offer shall generally occur
if: (i) the registration statement concerning the exchange offer (the
"Registration Statement") has not been filed with the Commission on or prior to
August 15, 1997; (ii) the Registration Statement is not declared effective on or
prior to October 14, 1997, or (iii) the Company fails to issue New Notes in
exchange for all Old Notes properly tendered and not withdrawn in the Exchange
Offer on or prior to November 13, 1997. Holders of New Notes will not be and,
upon consummation of the Exchange
20
<PAGE>
Offer, Holders of Old Notes will no longer be, entitled to (i) the right to
receive Additional Interest, except in certain limited circumstances, and (ii)
certain other rights under the Registration Rights Agreement intended for
holders of Registrable Securities. The Exchange Offer shall be deemed
consummated upon the occurrence of the delivery by the Company to the Registrar
under the Indenture of New Notes in the same aggregate principal amount as the
aggregate principal amount of Old Notes that are validly tendered by holders
thereof pursuant to the Exchange Offer.
ACCRUED INTEREST ON THE OLD NOTES
The New Notes will bear interest at a rate equal to 10 3/8% per annum from
and including their date of issuance. Eligible Holders whose Old Notes are
accepted for exchange will have the right to receive interest accrued thereon
from the date of their original issuance or the last Interest Payment Date, as
applicable, to, but not including, the date of issuance of the New Notes, such
interest to be payable with the first interest payment on the New Notes.
Interest on the Old Notes accepted for exchange, which interest accrued at the
rate of 10 3/8% per annum, will cease to accrue on the day prior to the issuance
of the New Notes. See "Description of New Notes - General."
PROCEDURES FOR TENDERING OLD NOTES
The tender of an Eligible Holder's Old Notes as set forth below and the
acceptance thereof by the Company will constitute a binding agreement between
the tendering Eligible Holder and the Company upon the terms and subject to the
conditions set forth in this Prospectus and in the accompanying Letter of
Transmittal. Except as set forth below, an Eligible Holder who wishes to tender
Old Notes for exchange pursuant to the Exchange Offer must transmit such Old
Notes, together with a properly completed and duly executed Letter of
Transmittal, including all other documents required by such Letter of
Transmittal, to the Exchange Agent at the address set forth on the back cover
page of this Prospectus prior to 5:00 p.m., New York City time, on the
Expiration Date. THE METHOD OF DELIVERY OF OLD NOTES, LETTERS OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE ELIGIBLE HOLDER.
IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL, PROPERLY
INSURED, WITH RETURN RECEIPT REQUESTED, BE USED. INSTEAD OF DELIVERY BY MAIL, IT
IS RECOMMENDED THAT THE ELIGIBLE HOLDER USE AN OVERNIGHT OR HAND DELIVERY
SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.
Each signature on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed unless the Old Notes surrendered for exchange
pursuant hereto are tendered (i) by a registered holder of the Old Notes who has
not completed either the box entitled "Special Exchange Instructions" or the box
entitled "Special Delivery Instructions" in the Letter of Transmittal or (ii) by
an Eligible Institution (as defined). In the event that a signature on a Letter
of Transmittal or a notice of withdrawal, as the case may be, is required to be
guaranteed, such guarantee must be by a firm which is a member of a registered
national securities exchange or The Nasdaq Stock Market, a commercial bank or
trust company having an office or correspondent in the United States or
otherwise be an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Exchange Act (collectively, "Eligible Institutions"). If the
Letter of Transmittal is signed by a person other than the registered holder of
the Old Notes, the Old Notes surrendered for exchange must either (i) be
endorsed by the registered holder, with the signature thereon guaranteed by an
Eligible Institution or (ii) be accompanied by a bond power, in satisfactory
form as determined by the Company in its sole discretion, duly executed by the
registered holder, with the signature thereon guaranteed by an Eligible
Institution. The term "registered holder" as used herein with respect to the Old
Notes means any person in whose name the Old Notes are registered on the books
of the Registrar.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of Old Notes tendered for exchange will be
determined by the Company in its sole
21
<PAGE>
discretion, which determination shall be final and binding. The Company reserves
the absolute right to reject any and all Old Notes not properly tendered and to
reject any Old Notes the Company's acceptance of which might, in the judgment of
the Company or its counsel, be unlawful. The Company also reserves the absolute
right to waive any defects or irregularities or conditions of the Exchange Offer
as to particular Old Notes either before or after the Expiration Date (including
the right to waive the ineligibility of any holder who seeks to tender Old Notes
in the Exchange Offer). The interpretation of the terms and conditions of the
Exchange Offer (including the Letter of Transmittal and the instructions
thereto) by the Company shall be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of Old Notes
for exchange must be cured within such period of time as the Company shall
determine. The Company will use reasonable efforts to give notification of
defects or irregularities with respect to tenders of Old Notes for exchange but
shall not incur any liability for failure to give such notification. Tenders of
the Old Notes will not be deemed to have been made until such irregularities
have been cured or waived.
If any Letter of Transmittal, endorsement, bond power, power of attorney or
any other document required by the Letter of Transmittal is signed by a trustee,
executor, corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and, unless waived by the
Company, proper evidence satisfactory to the Company, in its sole discretion, of
such person's authority to so act must be submitted.
Any beneficial owner of the Old Notes (a "Beneficial Owner") whose Old
Notes are registered in the name of a broker, dealer, commercial bank, trust
company or other nominee and who wishes to tender Old Notes in the Exchange
Offer should contact such registered holder promptly and instruct such
registered holder to tender on such Beneficial Owner's behalf. If such
Beneficial Owner wishes to tender directly, such Beneficial Owner must, prior to
completing and executing the Letter of Transmittal and tendering Old Notes, make
appropriate arrangements to register ownership of the Old Notes in such
Beneficial Owner's name. Beneficial Owners should be aware that the transfer of
registered ownership may take considerable time.
By tendering, each registered holder will represent to the Company that,
among other things (i) the New Notes to be acquired in connection with the
Exchange Offer by the Eligible Holder and each Beneficial Owner of the Old Notes
are being acquired by the Eligible Holder and each Beneficial Owner in the
ordinary course of business of the Eligible Holder and each Beneficial Owner,
(ii) the Eligible Holder and each Beneficial Owner are not participating, do not
intend to participate, and have no arrangement or understanding with any person
to participate, in the distribution of the New Notes, (iii) the Eligible Holder
and each Beneficial Owner acknowledge and agree that any person participating in
the Exchange Offer for the purpose of distributing the New Notes must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with a secondary resale transaction of the New Notes acquired by
such person and cannot rely on the position of the staff of the Commission set
forth in no-action letters that are discussed herein under "Resales of New
Notes," (iv) that if the Eligible Holder is a broker-dealer that acquired Old
Notes as a result of market making or other trading activities, it will deliver
a prospectus in connection with any resale of New Notes acquired in the Exchange
Offer, (v) the Eligible Holder and each Beneficial Owner understand that a
secondary resale transaction described in clause (iii) above should be covered
by an effective registration statement containing the selling security holder
information required by Item 507 of Regulation S-K of the Commission, and (vi)
neither the Eligible Holder nor any Beneficial Owner is an "affiliate," as
defined under Rule 405 of the Securities Act, of the Company except as otherwise
disclosed to the Company in writing. In connection with a book-entry transfer,
each participant will confirm that it makes the representations and warranties
contained in the Letter of Transmittal.
Guaranteed Delivery Procedures. Eligible Holders who wish to tender their
Old Notes and (i) whose Old Notes are not immediately available or (ii) who
cannot deliver their Old Notes or any other documents required by the Letter of
Transmittal to the Exchange Agent prior to the Expiration Date (or complete the
procedure for book-entry transfer on a timely basis), may tender their Old Notes
22
<PAGE>
according to the guaranteed delivery procedures set forth in the Letter of
Transmittal. Pursuant to such procedures: (i) such tender must be made by or
through an Eligible Institution and a Notice of Guaranteed Delivery (as defined
in the Letter of Transmittal) must be signed by such Eligible Holder, (ii) on or
prior to the Expiration Date, the Exchange Agent must have received from the
Eligible Holder and the Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand
delivery) setting forth the name and address of the Eligible Holder, the
certificate number or numbers of the tendered Old Notes, and the principal
amount of tendered Old Notes, stating that the tender is being made thereby and
guaranteeing that, within three (3) business days after the date of delivery of
the Notice of Guaranteed Delivery, the tendered Old Notes, a duly executed
Letter of Transmittal and any other required documents will be deposited by the
Eligible Institution with the Exchange Agent, and (iii) such properly completed
and executed documents required by the Letter of Transmittal and the tendered
Old Notes in proper form for transfer (or confirmation of a book-entry transfer
of such Old Notes into the Exchange Agent's account at DTC) must be received by
the Exchange Agent within three (3) business days after the Expiration Date. Any
Eligible Holder who wishes to tender Old Notes pursuant to the guaranteed
delivery procedures described above must ensure that the Exchange Agent receives
the Notice of Guaranteed Delivery and Letter of Transmittal relating to such Old
Notes prior to 5:00 p.m., New York City time, on the Expiration Date.
Book-Entry Delivery. The Exchange Agent will establish an account with
respect to the Old Notes at the DTC ("Book-Entry Transfer Facility") for
purposes of the Exchange Offer promptly after the date of this Prospectus. Any
financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of the Old Notes by causing such
facility to transfer Old Notes into the Exchange Agent's account in accordance
with such facility's procedure for such transfer. Even though delivery of Old
Notes may be effected through book-entry transfer into the Exchange Agent's
account at the Book-Entry Transfer Facility, a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile thereof), with
any required signature guarantees, or an Agent's Message (as defined below) in
connection with a book-entry transfer, and other documents required by the
Letter of Transmittal, must, in any case, be transmitted to and received by the
Exchange Agent at one of its addresses set forth on the back cover of this
Prospectus before the Expiration Date, or the guaranteed delivery procedure set
forth above must be followed. Delivery of the Letter of Transmittal and any
other required documents to the Book-Entry Transfer Facility does not constitute
delivery to the Exchange Agent. The term "Agent's Message" means a message
transmitted by the Book-Entry Transfer Facility to, and received by, the
Exchange Agent and forming a part of a book-entry confirmation, which states
that such Book-Entry Transfer Facility has received an express acknowledgment
from the participant in such Book-Entry Transfer Facility tendering the Old
Notes that such participant has received and agrees to be bound by the terms of
the Letter of Transmittal and that the Company may enforce such agreement
against such participant.
ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF NEW NOTES
Upon satisfaction or waiver of all the conditions to the Exchange Offer,
the Company will accept any and all Old Notes that are properly tendered in the
Exchange Offer prior to 5:00 p.m., New York City time, on the Expiration Date.
The New Notes issued pursuant to the Exchange Offer will be delivered as soon as
practicable after acceptance of the Old Notes. For purposes of the Exchange
Offer, the Company shall be deemed to have accepted validly tendered Old Notes,
when, as, and if the Company has given oral or written notice thereof to the
Exchange Agent.
In all cases, issuances of New Notes for Old Notes that are accepted for
exchange pursuant to the Exchange Offer will be made only after timely receipt
by the Exchange Agent of such Old Notes, a properly completed and duly executed
Letter of Transmittal and all other required documents (or of confirmation of a
book-entry transfer of such Old Notes into the Exchange Agent's account at DTC);
provided, however, that the Company reserves the absolute right to waive any
defects or irregularities in the tender or conditions of the Exchange Offer. If
any tendered Old Notes are not accepted for any
23
<PAGE>
reason, such unaccepted Old Notes will be returned without expense to the
tendering Eligible Holder thereof as promptly as practicable after the
expiration or termination of the Exchange Offer.
WITHDRAWAL RIGHTS
Tenders of the Old Notes may be withdrawn by delivery of a written notice
to the Exchange Agent, at its address set forth on the back cover page of this
Prospectus, at any time prior to 5:00 p.m., New York City time, on the
Expiration Date. Any such notice of withdrawal must (i) specify the name of the
person having deposited the Old Notes to be withdrawn (the "Depositor"), (ii)
identify the Old Notes to be withdrawn (including the certificate number or
numbers and principal amount of such Old Notes, as applicable), (iii) be signed
by the Eligible Holder in the same manner as the original signature on the
Letter of Transmittal by which such Old Notes were tendered (including any
required signature guarantees) or be accompanied by a bond power in the name of
the person withdrawing the tender, in satisfactory form as determined by the
Company in its sole discretion, duly executed by the registered holder, with the
signature thereon guaranteed by an Eligible Institution together with the other
documents required upon transfer by the Indenture, and (iv) specify the name in
which such Old Notes are to be re-registered, if different from the Depositor,
pursuant to such documents of transfer. Any questions as to the validity, form
and eligibility (including time of receipt) of such notices will be determined
by the Company, in its sole discretion. The Old Notes so withdrawn will be
deemed not to have been validly tendered for exchange for purposes of the
Exchange Offer. Any Old Notes which have been tendered for exchange but which
are withdrawn will be returned to the Eligible Holder thereof without cost to
such Eligible Holder as soon as practicable after withdrawal. Properly withdrawn
Old Notes may be retendered by following one of the procedures described under
"The Exchange Offer - Procedures for Tendering Old Notes" at any time on or
prior to the Expiration Date.
THE EXCHANGE AGENT; ASSISTANCE
First Union National Bank is the Exchange Agent. All tendered Old Notes,
executed Letters of Transmittal and other related documents should be directed
to the Exchange Agent. Questions and requests for assistance and requests for
additional copies of the Prospectus, the Letter of Transmittal and other related
documents should be addressed to the Exchange Agent as follows:
<TABLE>
<S> <C> <C>
By Mail: By Hand/Overnight Express: Facsimile Transmission:
First Union National Bank First Union National Bank (704) 590-7628
1525 West W. T. Harris Blvd. 3C3 1525 West W. T. Harris Blvd. 3C3
Charlotte, North Carolina 28288 Charlotte, North Carolina 28288 To confirm receipt:
Attention: Michael Klotz Attention: Michael Klotz (704) 590-7408
</TABLE>
SOLICITATION OF TENDERS; FEES AND EXPENSES
No person has been authorized to give any information or to make any
representation in connection with the Exchange Offer other than those contained
in this Prospectus. If given or made, such information or representations should
not be relied upon as having been authorized by the Company. Neither the
delivery of this Prospectus nor any exchange made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the respective dates as of which information is
given herein. The Exchange Offer is not being made to (nor will offers be
accepted from or on behalf of) holders of Notes in any jurisdiction in which the
making of the Exchange Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. However, the Company may, at its
discretion, take such action as it may deem necessary to make the Exchange Offer
in any such jurisdiction and extend the Exchange Offer to holders of Notes in
such jurisdiction.
All expenses incident to the Company's consummation of the Exchange Offer
and compliance with the Registration Rights Agreement will be borne by the
Company, including, without limitation:
24
<PAGE>
(i) all registration and filing fees (including, without limitation, fees and
expenses of compliance with state securities or Blue Sky laws), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
the New Notes in a form eligible for deposit with DTC and of printing
Prospectuses), (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Company, (v) fees and disbursements of
independent certified public accountants, (vi) rating agency fees, (vii)
internal expenses of the Company (including, without limitation, all salaries
and expenses of officers and employees of the Company performing legal or
accounting duties), and (viii) fees and expenses incurred in connection with the
listing, if any, of the New Notes on a securities exchange.
The Company has not retained any dealer-manager in connection with the
Exchange Offer and will not make any payments to brokers, dealers or others
soliciting acceptance of the Exchange Offer. The Company, however, will pay the
Exchange Agent reasonable and customary fees for its services and will reimburse
it for its reasonable out-of-pocket expenses in connection therewith.
ACCOUNTING TREATMENT
The New Notes will be recorded at the same carrying value as the Old Notes,
as reflected in the Company's accounting records on the date of the exchange.
Accordingly, no gain or loss will be recognized by the Company for accounting
purposes upon the exchange of New Notes for Old Notes. The expenses of the
Exchange Offer will be amortized over the term of the New Notes.
RESALES OF THE NEW NOTES
Based on interpretations by the staff of the Commission set forth in
no-action letters issued to third parties, the Company believes that the New
Notes issued pursuant to the Exchange Offer to an Eligible Holder in exchange
for Old Notes may be offered for resale, resold and otherwise transferred by
such Eligible Holder (other than (i) a broker-dealer who purchased Old Notes
directly from the Company for resale pursuant to Rule 144A under the Securities
Act or any other available exemption under the Securities Act, or (ii) a person
that is an affiliate of the Company within the meaning of Rule 405 under the
Securities Act) without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that the Eligible Holder is acquiring
the New Notes in the ordinary course of business and is not participating, and
has no arrangement or understanding with any person to participate, in the
distribution of the New Notes. The Company has not requested or obtained an
interpretive letter from the Commission staff with respect to this Exchange
Offer, and the Company and the Eligible Holders are not entitled to rely on
interpretive advice provided by the staff to other persons, which advice was
based on the facts and conditions represented in such letters. However, the
Exchange Offer is being conducted in a manner intended to be consistent with the
facts and conditions represented in such letters. If any Eligible Holder
acquires New Notes in the Exchange Offer for the purpose of distributing or
participating in a distribution of the New Notes, such Eligible Holder cannot
rely on the position of the staff of the Commission enunciated in Morgan Stanley
& Co., Incorporated (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), or interpreted in the Commission's letters
to Shearman and Sterling (available July 2, 1993) and K-III Communications
Corporation (available May 14, 1993), or similar no-action or interpretive
letters and must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction, unless an exemption from registration is otherwise available. Each
broker-dealer that receives New Notes for its own account in exchange for Old
Notes, where such Old Notes were acquired by such broker-dealer as a result of
market making or other trading activities, must acknowledge that it will deliver
a prospectus in connection with any resale of such New Notes. The Company has
agreed that for a period of 180 days after the effective date of this
Prospectus, it will make this Prospectus, as amended and supplemented, available
to any broker-dealer who receives New Notes in the Exchange Offer for use in
connection with any such resale. See "Plan of Distribution."
25
<PAGE>
CONSEQUENCE OF FAILURE TO EXCHANGE
Holders of Old Notes who do not exchange their Old Notes for New Notes
pursuant to the Exchange Offer will continue to be subject to the restrictions
on transfer of such Old Notes as set forth in the legend thereon as a
consequence of the offer or sale of the Old Notes pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. In general, the Old Notes
may not be offered or sold, unless registered under the Securities Act, except
pursuant to an exception from, or in a transaction not subject to, the
Securities Act and applicable states securities laws. The Company does not
currently anticipate that it will register the Old Notes under the Securities
Act. See "Risk Factors - Consequences of Failure to Exchange."
OTHER
Participation in the Exchange Offer is voluntary, and holders of Old Notes
should carefully consider whether to participate. Holders of the Old Notes are
urged to consult their financial and tax advisers in making their own decisions
on what action to take.
As a result of the making of, and upon acceptance for exchange of all
validly tendered Old Notes pursuant to the terms of, this Exchange Offer, the
Company will have fulfilled a covenant contained in the Registration Rights
Agreement. Holders of Old Notes who do not tender their Old Notes in the
Exchange Offer will continue to hold such Notes and will be entitled to all the
rights, and limitations applicable thereto, under the Indenture, except for any
such rights under the Registration Rights Agreement that by their terms
terminate or cease to have further effectiveness as a result of the making of
this Exchange Offer. See "Description of New Notes." All untendered Old Notes
will continue to be subject to the restrictions on transfer set forth in the
Indenture. To the extent that Old Notes are tendered and accepted in the
Exchange Offer, the trading market for untendered Old Notes could be adversely
affected.
The Company may in the future seek to acquire untendered Old Notes in open
market or privately negotiated transactions, through subsequent exchange offers
or otherwise. The Company has no present plan to acquire any Old Notes which are
not tendered in the Exchange Offer.
26
<PAGE>
CAPITALIZATION
The following table sets forth the Company's short-term debt and
capitalization as of June 29, 1997 on an actual basis. This table should be read
in conjunction with the consolidated financial statements of the Company and the
notes thereto included elsewhere in this Prospectus.
JUNE 29, 1997
---------------------
(DOLLARS IN THOUSANDS)
Short-term debt:
Current maturities of long-term debt................... $ 638(c)
Current maturities of equipment obligations............ --
------------
Total short-term debt.................................... $ 638(c)
------------
------------
Long-term debt (excluding current maturities) (a):
Existing revolving credit debt......................... $ --
New Revolving Credit Facility (b)...................... --
Mortgage debt.......................................... --
Long-term equipment obligations and capital leases..... 1,564(c)
Notes offered hereby................................... 100,000
------------
Total long-term debt..................................... 101,564
------------
Redeemable preferred stock (d)........................... 5,318
Stockholders' equity (e)................................. 13,153
------------
Total capitalization..................................... $ 120,673
------------
------------
- ------------------
(a) The Company has an accounts receivable securitization facility in the amount
of $28 million with an effective interest rate of LIBOR plus .80%, which was
accounted for as an off-balance sheet item as of March 30, 1997 pursuant to
Statement of Financial Accounting Standards No. 125. Prior to March 30,
1997, this facility was accounted for as long-term debt and the related
interest as interest expense. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources."
(b) The New Revolving Credit Facility provides for revolving credit loans of up
to $20 million, has an initial term of three years, is secured by $25
million of revenue equipment to be held by Chemical Leaman Corporation and
has an interest rate of the prime rate plus 1/2% or LIBOR plus 1.80%. The
New Revolving Credit Facility will be undrawn at the time of the
consummation of the Offering, except for stand-by letters of credit in the
amount of $3.9 million which will be carried forward from one of the
Company's existing revolving credit facilities. See "New Revolving Credit
Facility."
(c) Relates to capital lease obligations which were not repaid in connection
with the Offering.
(d) The Company has three issues of Preferred Stock outstanding. The Company's
Series A Preferred Stock is redeemable at the option of the holders thereof
after August 1, 2002 at stated value of $2.6 million plus accrued and unpaid
dividends and is redeemable at the option of the Company at a premium at any
time after issuance. The Company's Series B Cumulative Convertible Preferred
Stock is redeemable at the option of the Company or the holders thereof, in
each case after May 2006 at stated value of $900,000 plus accrued and unpaid
dividends. The Company's Series C Cumulative Preferred Stock is redeemable
at the option of the holders thereof after May 2006 or at the option of the
Company at any time after issuance, in each case at stated value of $1.8
million plus accrued and unpaid dividends.
(e) In connection with the repayment of indebtedness with the proceeds of the
Offering, the Company incurred approximately $199,000 of prepayment
penalties net of tax benefit, which was recorded as an extraordinary item in
the quarter ended June 29, 1997.
27
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth selected consolidated financial data for the
periods indicated. The selected consolidated financial data as of and for the
years ended December 31, 1992 and 1993 have been derived from the Company's
audited consolidated financial statements not included herein. The selected
consolidated financial data as of and for the years ended December 31, 1994,
1995, 1996, and as of June 29, 1997 and for the six month period then ended have
been derived from the Company's audited consolidated financial statements, which
are included in this Prospectus. The selected consolidated financial data as of
June 30, 1996 and for the six month period ended June 30, 1996 have been derived
from the Company's unaudited consolidated financial statements included herein.
The selected consolidated financial data as of June 30, 1996 has been derived
from the Company's unaudited consolidated financial statements not included
herein. The unaudited consolidated financial statements have been prepared on
the same basis as the audited consolidated financial statements included herein
and, in the opinion of management, include all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of the Company's
financial position and results of operations for the unaudited periods.
Operating results for the six months ended June 29, 1997 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1997. The selected consolidated financial data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the audited consolidated financial statements and the notes
thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, --------------------
----------------------------------------------------- JUNE 30, JUNE 29,
1992 1993 1994 1995 1996(A) 1996 1997
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Operating revenues $ 232,619 $ 231,190 $ 241,443 $ 245,706 $ 281,075 $ 127,612 $ 156,545
Operating expenses:
Purchased transportation........................... 74,582 77,985 85,470 98,903 122,635 54,542 69,131
Salaries, wages and benefits....................... 72,762 71,507 71,499 63,546 67,737 32,531 34,947
Depreciation and amortization...................... 12,704 11,320 11,783 13,731 16,255 7,173 9,336
Operations and maintenance......................... 49,979 50,304 52,768 50,240 52,924 22,696 32,158
Taxes and licenses................................. 5,868 4,600 2,829 2,755 2,613 1,175 1,457
Insurance and claims............................... 5,129 5,334 4,870 3,483 4,766 2,015 4,402
Communication and utilities........................ 5,028 4,889 5,417 6,056 7,213 3,594 3,320
Loss (gain) on disposition of revenue equipment,
net.............................................. (81) 118 (6) 573 290 141 45
--------- --------- --------- --------- --------- --------- ---------
Total operating expenses......................... 225,971 226,057 234,630 239,287 274,433 123,867 154,796
Operating income (loss) 6,648 5,133 6,813 6,419 6,642 3,745 1,749
Other (income) expense
Interest expense................................... 4,278 4,016 4,946 5,978 7,553 3,092 4,515
Other (income) expense, net........................ 277 207 92 (110) (795) (11) 165
--------- --------- --------- --------- --------- --------- ---------
Income (loss) before taxes........................... 2,093 910 1,775 551 (116) 664 (2,931)
Provision (benefit) for income taxes................. 430 227 710 220 46 333 (1,223)
--------- --------- --------- --------- --------- --------- ---------
Income (loss) before extraordinary item.............. 1,663 683 1,065 331 (162) 331 (1,708)
--------- --------- --------- --------- --------- --------- ---------
Extraordinary loss on early extinguishment of debt
less applicable income taxes of $133(h)............ -- -- -- -- -- -- (199)
--------- --------- --------- --------- --------- --------- ---------
Net income (loss).................................... $ 1,663 $ 683 $ 1,065 $ 331 $ (162) $ 331 $ (1,907)
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
OTHER FINANCIAL DATA:
EBITDA (b)........................................... $ 19,352 $ 16,453 $ 18,596 $ 20,150 $ 22,897 $ 10,918 $ 12,585
EBITDA margin (c).................................... 8.3% 7.1% 7.7% 8.2% 8.2% 8.6% 8.0%
Capital expenditures (d)............................. 11,637 12,050 20,747 13,270 20,020 9,863 11,006
Ratio of EBITDA to interest expense.................. 4.5x 4.1x 3.8x 3.4x 3.0x 3.5x 2.8x
Ratio of earnings to fixed charges (e)............... 1.42 1.19 1.32 1.08 -- 1.19 --
</TABLE>
(continued on following page)
28
<PAGE>
(continued from previous page)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, --------------------
----------------------------------------------------- JUNE 30, JUNE 29,
1992 1993 1994 1995 1996(A) 1996 1997
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT OPERATING DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Tractors operated
Company............................................ 726 616 576 414 561 582 491
Owner-Operators (f)................................ 735 774 969 954 1,194 1,248 1,322
--------- --------- --------- --------- --------- --------- ---------
Total tractors................................... 1,461 1,390 1,545 1,368 1,755 1,830 1,813
Drivers
Company employees.................................. 760 589 538 405 473 515 475
Owner-Operators (f)................................ 889 844 1,057 1,117 1,277 1,305 1,430
--------- --------- --------- --------- --------- --------- ---------
Total drivers...................................... 1,649 1,433 1,595 1,522 1,750 1,820 1,905
Trailers............................................. 2,666 2,438 2,869 2,645 3,502 3,450 3,433
Terminals............................................ 65 65 61 66 105 105 105
Total loaded miles traveled (000's).................. 105,901 104,913 105,443 110,223 126,802 56,048 68,371
Average revenue per mile............................. $ 1.85 $ 1.83 $ 1.87 $ 1.81 $ 1.78 $ 1.77 $ 1.78
Average length of haul (miles)....................... 444 456 450 463 455 487 429
Number of tank cleaning facilities................... 28 26 27 27 29 30 30
BALANCE SHEET DATA:
Working capital...................................... $ 10,641 $ 16,697 $ 12,886 $ 10,732 $ 12,426 $ 12,757 $ 8,825
Property and equipment, net.......................... 59,698 59,153 74,869 76,771 108,789 106,634 110,637
Total assets......................................... 111,603 127,176 146,536 136,405 182,544 180,534 177,528
Long-term debt, including current portion (g)........ 43,267 53,386 69,223 67,821 109,024 105,083 102,202
Redeemable preferred stock........................... 2,600 2,600 2,600 2,600 5,318 5,318 5,318
Stockholders' equity (h)............................. 24,017 22,917 20,245 19,779 15,723 16,334 13,153
</TABLE>
- ------------------
(a) Includes the results of Fleet from June 28, 1996, the date of the
acquisition.
(b) EBITDA represents operating income (loss) for the respective period plus
depreciation and amortization. For the first six months of 1997, a $1.5
million one-time charge was incurred relating to a self-insurance deductible
and has been added back in the calculation of EBITDA. EBITDA is presented to
provide additional information about the Company's ability to meet its
future debt service, capital expenditure and working capital requirements.
EBITDA is not a measure of financial performance under GAAP and should not
be considered as an alternative either to net income as an indicator of the
Company's operating performance, or to cash flows as a measure of the
Company's liquidity.
(c) EBITDA margin is defined as EBITDA as a percentage of revenues.
(d) Capital expenditures for 1996 and for the six months ended June 30, 1996
consist of $6.2 million and $4.6 million, respectively, for the Company's
new information technology system and $13.8 million and $5.3 million,
respectively, for the acquisition of new trailers and capitalized repairs to
existing trailers.
(e) Calculated as the ratio of the sum of income (loss) before income taxes and
fixed charges to fixed charges. Fixed charges consist of interest expense,
preferred stock dividends, deferred finance expense, minority interest
expense, capitalized interest expense and that portion of operating lease
expense representative of the interest factor (deemed to be one-third of
operating lease expense). Earnings were insufficient to cover fixed charges
by $116,000 for the year ended December 31, 1996 and $2,931,000 for the six
months ended June 29, 1997. For the periods presented, the Company had no
deferred finance expense, minority interest expense or capitalized interest
expense.
(f) The Company utilizes the services of owner-operators, who are independent
contractors and provide their own tractors and pay for their own operating
expenses.
(g) The Company has an accounts receivable securitization facility in the amount
of $28 million with an effective rate of interest of LIBOR plus .80%, which
is accounted for as an off-balance sheet item as of June 29, 1997 pursuant
to Statement of Financial Accounting Standards No. 125. Prior to March 30,
1997, this facility was accounted for as long-term debt. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources."
(h) In connection with the repayment of indebtedness with the proceeds of the
Offering, the Company incurred approximately $199,000 of prepayment
penalties net of tax benefit, which was recorded as an extraordinary item in
the quarter ended June 29, 1997.
29
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Chemical Leaman is the largest tank truck carrier in the U.S. with a
nationwide network of 105 terminals and 30 tank cleaning facilities as of June
29, 1997. At that date, the Company's fleet consisted of 1,813 tractors and
3,433 specialized trailers. The Company offers a full range of specialized
transportation services, including short and long-haul transportation,
intermodal services, materials handling and third-party logistics, principally
to the chemical industry. As a result, the Company's operating results are
affected by the level of overall chemical output and, in particular, the level
of shipments in the liquid chemical and dry bulk commodity industries. The
Company's customer base includes many of the major chemical producers in the
U.S., such as Dow Chemical North America, E.I. DuPont de Nemours Co., Air
Products and Chemicals, Inc., AlliedSignal, Inc. and Union Carbide Corporation.
In 1996, approximately 91% of the Company's revenues were derived from
short and long-haul transportation and materials handling, while approximately
9% were derived from tank cleaning and intermodal services. The Company operates
30 tank cleaning facilities throughout the U.S., which not only support the
Company's trucking operations, but also provide tank cleaning services for other
tank truck carriers. In 1996, the Company generated $17.7 million in revenues
from tank cleaning services provided to non-affiliated companies. The Company is
marketing its tank cleaning capabilities to third-party carriers with the
objective of increasing tank cleaning revenues, which result in higher operating
margins than the Company's tank truck operations.
Over the last three years, the Company has continued to focus on shifting
its driver force from Company-employed drivers to owner-operator drivers. At
June 29, 1997 the number of owner-operators was 1,430, as compared to 889 at
December 31, 1992. Because owner-operators are required to provide their own
tractors and pay all expenses associated with their tractors, this shift has
resulted in a steady decline in the level of certain operating expenses as a
percentage of revenues, including salaries, wages, benefits, maintenance, fuel
and insurance. At the same time, purchased transportation and rents have
correspondingly increased as a percentage of revenues. In addition to reducing
the Company's fixed cost structure, the shift from Company-employed drivers to
owner-operators provides the Company with added operating and financial
flexibility.
The Company's strong safety record has enabled the Company to recently
reset its automobile, general and excess liability coverages at an annual
savings of $600,000 commencing in 1997. In addition, the Company improved its
insurance liability coverages, including a reduction in deductible limits per
occurrence from $2 million to $1 million and a reduction in annual aggregate
deductible limits from $9.0 million to $5.5 million, in each case for
occurrences after March 30, 1997.
The Company acquired the assets of Fleet in June 1996, adding 30 terminal
locations, 762 trailers and 440 tractors (including 264 owner-operator
tractors). The purchase price of $22.9 million consisted of $15.5 million in
cash and the assumption of $7.4 million of capital lease obligations. The Fleet
acquisition provides the Company with a strong presence in the southeastern U.S.
and adds customers with little or no overlap with the Company's existing
customer base. During the last six months of 1996 and the first six months of
1997, Fleet generated $27.5 million and $29.8 million in revenues and $2.2
million and $2.7 million in EBITDA, respectively. The Fleet acquisition provides
the opportunity for cost savings associated with Fleet's operations by taking
advantage of the Company's vertically integrated capabilities such as tank
cleaning and independent contractor services and by consolidating certain Fleet
and CLTL terminals which are located in close proximity to one another.
Additionally, the Company has realized significant insurance savings as a result
of adding Fleet to its existing insurance programs at no increase in premium.
The Company's new information technology system will provide the Company
with a new order entry system, enhanced order tracking and continuous
communication with drivers via satellite. The new system is expected to be fully
implemented in the first quarter of 1998 and provide productivity
30
<PAGE>
and cost benefits to the Company. The Company has capitalized $11 million of
costs as of June 29, 1997 in connection with this system. These costs will be
depreciated over seven years upon completion of certain of the phases of the
project. See Note 2 of "Notes to Consolidated Financial Statements."
The Company owns property in Bridgeport, New Jersey which has been
designated a Superfund site by the U.S. Environmental Protection Agency. The
Company has certain obligations for the remediation of environmental
contamination at this site. In 1993, the Company obtained a judgment in the U.S.
District Court for the District of New Jersey against its insurers for recovery
of its costs incurred in connection with this remediation effort. In June 1996,
the U.S. Court of Appeals for the Third Circuit affirmed the U.S. District
Court's judgment in favor of the Company in all material respects and remanded
the matter to the District Court for the reallocation of liability among
applicable policies. In November 1996, the U.S. Supreme Court denied the
insurers' petition to review the Court of Appeals' decision, resulting in a
non-appealable judgment against the insurers. The Company has capitalized all of
the costs in connection with the Bridgeport site, which totaled $14.1 million at
June 29, 1997, as these amounts are expected to be recovered from the Company's
insurers. See "Business - Environmental Matters" and Note 11 of "Notes to
Consolidated Financial Statements."
RESULTS OF OPERATIONS
The following table sets forth revenues and expenses as a percentage of
revenues for the periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31 ------------------------
------------------------------- JUNE 30, JUNE 29,
1994 1995 1996 1996 1997
--------- --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Total Operating Revenues............................ 100.0% 100.0% 100.0% 100.0% 100.0%
Operating expenses:
Purchased transportation & rents.................. 35.4 40.3 43.6 42.7 44.2
Salaries, wages and benefits...................... 29.6 25.9 24.1 25.5 22.3
Depreciation and amortization..................... 4.9 5.6 5.8 5.6 6.0
Operations and maintenance........................ 21.9 20.4 18.8 17.8 20.5
Taxes and licenses................................ 1.2 1.1 .9 .9 .9
Insurance and claims.............................. 2.0 1.4 1.7 1.6 2.8(a)
Communications & utilities........................ 2.2 2.5 2.6 2.8 2.1
Loss (gain) on disposition of revenue equipment,
net............................................ -- .2 .1 .1 .1
--------- --------- --------- --------- ---------
Total operating expenses.................... 97.2 97.4 97.6 97.0 98.9
</TABLE>
- ------------------
(a) Includes a one-time charge of $1.5 million (1.0% of revenues) relating to a
self-insurance deductible.
SIX MONTHS ENDED JUNE 29, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996
Operating Revenues. Operating revenues increased by $28.9 million from
$127.6 million in the first six months of 1996 to $156.5 million in the first
six months of 1997. Of this increase, $29.8 million resulted from the
acquisition of Fleet, partially offset by a decline of $0.9 million from
existing operations. Average revenue per mile increased from $1.77 in the first
six months of 1996 to $1.78 in the first six months of 1997, while average
length of haul was 429 miles for the first six months of 1997 as compared to 487
miles for the first six months of 1996. This reduction in length of haul is
attributable to the acquisition of Fleet, which typically hauls shorter
distances than CLTL as a result of its regional focus. In the first six months
of 1997, short and long-haul transportation accounted for 92% of revenues while
tank cleaning and intermodal services accounted for 8%, consistent with the
first six months of 1996.
31
<PAGE>
Operating Expenses. Operating expenses totaled $154.8 million in the first
six months of 1997 as compared to $123.9 million in the first six months of
1996, an increase of $30.9 million. Of this increased amount, $29.3 million was
attributable to the Fleet acquisition. The balance of the increase is
attributable to a one-time charge of $1.5 million for an insurance claim for
personal injury arising from a trucking accident. Operating expenses as a
percentage of revenue increased from 97.1% for the first six months of 1996 to
98.9% for the first six months of 1997. This increase in operating expenses of
1.8% of revenue was primarily attributable to increases in operations and
maintenance expense and insurance and claims expense, offset by decreases in
salaries, wages and benefits expense and decreases in communications and
utilities expense.
Interest Expense. Interest expense increased from $3.1 million, or 2.4% of
revenues, in the first six months of 1996 to $4.5 million, or 2.9% of revenues,
in the first six months of 1997. The increase in net interest expense is
attributable to the additional debt incurred in connection with the Fleet
acquisition.
Net Income (Loss). The net loss in the first six months of 1997 was
attributable to the one-time insurance charge of $1.5 million, increased
interest, depreciation and operating lease expense in connection with the Fleet
acquisition.
YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995
Operating Revenues. Operating revenues increased by $35.4 million or 14.4%
to $281.1 million in 1996 from $245.7 million in 1995. Of this increase, $27.5
million primarily resulted from the inclusion of six months of revenues of
Fleet, which was acquired in June 1996. The balance of the increase of revenues
in 1996 of $7.9 million came from internal growth. Average revenue per mile
decreased from $1.81 per mile in 1995, to $1.78 per mile in 1996, as a result of
downward pricing pressure from the Company's chemical producing customers.
Average length of haul decreased from 463 miles in 1995 to 455 miles in 1996
largely due to the acquisition of Fleet, which typically has a shorter length of
haul given its regional focus. In 1996, short and long-haul transportation
accounted for 91.4% of revenues while tank cleaning and intermodal services
accounted for 8.6%. In 1995, 92.8% of revenues were derived from transportation
services and 7.2% were derived from tank cleaning and intermodal services.
Operating Expenses. Operating expenses increased by $35.1 million, from
$239.3 million in 1995 to $274.4 million in 1996. This increase is attributable
to the inclusion of the operating expenses of Fleet for the last half of 1996 as
well as increased fuel costs. Fleet's operating expenses as a percentage of
revenues are higher than the Company's taken as a whole as Fleet utilizes
operating leases to finance a substantial portion of its revenue equipment. The
Fleet depreciation and operating lease expense together with Company-wide
increased fuel costs caused total operating expenses as a percentage of revenue
to increase to 97.6% in 1996 as compared to 97.4% in 1995. Salaries, wages and
benefits declined as a percentage of revenue, while purchased transportation and
rents increased, reflecting an increase in the number of owner-operator drivers
relative to employee drivers. Depreciation expense increased from $13.7 million
in 1995 to $16.2 million in 1996. Of this increase, $1.8 million is attributable
to the Fleet acquisition and the balance results from a higher level of revenue
equipment in 1996 as compared to 1995 levels. Depreciation expense as a
percentage of revenue remained relatively constant at 5.8% in 1996 and 5.6% in
1995. Insurance and claims expense was $4.8 million in 1996, representing an
increase of $1.3 million as compared to 1995 levels. Insurance and claims as a
percentage of revenue increased from 1.4% in 1995 to 1.7% in 1996. These
increases are attributable to the Fleet acquisition as well as additional
expense associated with an insurance claim.
Interest Expense. Interest expense increased from $6.0 million in 1995 to
$7.6 million in 1996, increasing from 2.4% of revenues in 1995 to 2.7% of
revenues in 1996. The Company received insurance settlement proceeds of $11.5
million in late 1995, which were applied to reduce outstanding revolving credit
debt. The increase in 1996 is the result of new borrowings and debt incurred in
connection with the Fleet acquisition.
32
<PAGE>
Net Income (Loss). The Company had a net loss of $162,000 in 1996 as
compared to net income of $331,000 in 1995. The net loss in 1996 reflects the
increased depreciation, operating lease expense and interest expense resulting
from the Fleet acquisition, increased fuel costs and a slight reduction of
revenue per mile. In 1996, the Company recorded tax expense of $46,000 despite a
pre-tax loss due to state taxes and certain non-deductible expenses. This
compares to a 40% effective tax rate for 1995.
YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994
Operating Revenue. Revenues increased by $4.3 million, or 1.8%, from
$241.4 million in 1994 to $245.7 million in 1995, all of which resulted from
internal growth as the Company expanded its relationships with its major
customers. In 1995, 92.8% of the Company's revenues were generated by short and
long-haul transportation and 7.2% were generated by tank cleaning and intermodal
services. In 1994, transportation services accounted for 93.4% of the Company's
revenues and tank cleaning and intermodal services accounted for 6.6%.
Operating Expense. Operating expenses increased from $234.6 million in
1994 to $239.3 million in 1995. However, operating expenses as a percentage of
revenue remained relatively stable at 97.2% and 97.4% in 1994 and 1995,
respectively.
Interest Expense. Interest expense increased from $5.0 million in 1994 to
$6.0 million in 1995 as the average balance of funded debt was higher in 1995
than in 1994.
Net Income. Income before tax was $551,000 in 1995, representing a decline
of $1.2 million from the 1994 level. This decline is a result of higher
depreciation and interest expense in 1995. After giving effect to income taxes,
the Company reported net income of $331,000 and $1.1 million in 1995 and 1994,
respectively. The Company's effective income tax rate of 40% in 1995 was
consistent with the 1994 level.
LIQUIDITY AND CAPITAL RESOURCES
Following the Offering, the Company's primary source of liquidity will be
cash flows from operations and the New Revolving Credit Facility. The New
Revolving Credit Facility provides for revolving credit loans up to $20 million,
has an initial term of three years, is secured by $25 million of revenue
equipment held by Chemical Leaman Corporation and has an interest rate of the
prime rate plus 1/2% or LIBOR plus 1.80%. The New Revolving Credit Facility was
undrawn at the time of the consummation of the Offering, except for standby
letters of credit in the amount of $3.9 million which were carried forward from
one of the Company's existing revolving credit facilities. See "New Revolving
Credit Facility."
The Company used the net proceeds of the Offering to repay substantially
all of its outstanding indebtedness in the amount of $84 million, consisting of
revolving lines of credit, letters of credit, equipment debt obligations,
capital lease obligations and mortgage indebtedness, together with accrued
interest and prepayment penalties. The balance of the net proceeds of the
Offering were retained for working capital and general corporate purposes. The
Company expects that its ongoing cash requirements will consist primarily of
interest payments on its outstanding indebtedness, including the New Notes and
any borrowings under the New Revolving Credit Facility.
The Company has a $28 million off-balance sheet accounts receivable
securitization facility into which the Company's accounts receivable are sold.
The facility is non-recourse to the Company and provides for advances of 85%
against eligible receivables. The facility, which expires in December 1999, is
rated "A" by Duff & Phelps and carries an interest rate of LIBOR plus 80 basis
points. Prior to March 30, 1997, this facility had been accounted for as
indebtedness on the Company's consolidated balance sheet. See Note 5 of "Notes
to Consolidated Financial Statements."
Net cash provided by (used in) operating activities totaled $4.7 million in
1996 and $(3.5) million in the first six months of 1997, as compared to $17.4
million and $21,000 in 1995 and the first six months of 1996, respectively.
After giving effect to net changes in assets and liabilities of $(12.8) million
in 1996 and $(10.2) million in the first six months of 1997, respectively, cash
declined by $2.7
33
<PAGE>
million during 1996 and increased by $8.9 million during the first six months of
1997, respectively. The $8.3 million increase in accounts receivable in 1996 is
largely attributable to the Fleet acquisition.
Capital expenditures in 1996 and 1995 were $35.5 million and $13.3 million,
respectively. The 1996 amount consists of $15.5 million with respect to the
Fleet acquisition, $6.2 million for the Company's investment in its new
information technology system and $13.8 million with respect to
the acquisition of new revenue equipment and capitalized repairs to existing
trailers, net of sales of property and equipment. The 1995 amount consists of
revenue equipment acquisitions and capitalized repairs, net of sales of property
and equipment. In the first six months of 1997, the Company had capital
expenditures totaling $11 million, which consisted of $7.9 million in
acquisitions of revenue equipment and capitalized repairs and $3.1 million with
respect to the Company's investment in its new information technology system.
The Company anticipates spending approximately $10 million for the remainder of
1997 and approximately $15 million in 1998.
The Company made cash payments of $4.5 million, $4.4 million and $1.0
million with respect to environmental matters in 1995, 1996, and the first six
months of 1997 respectively, of which $1.6 million, $4.2 million and $0.4
million, respectively, is expected to be recovered from insurers. In 1995, the
Company received $11.5 million in insurance proceeds relating to environmental
matters. The Company expects to make cash payments of $6.3 million with respect
to environmental matters in 1997, of which $1.8 million is expected to be
recovered from the Company's insurers. The Company expects to make cash payments
of $7.9 million with respect to environmental matters in 1998, of which $5.8
million is expected to be recovered from the Company's insurers. The Company
expects to continue to expend funds with respect to environmental matters for
the foreseeable future. See "Business - Environmental Matters" and Note 11 of
"Notes to Consolidated Financial Statements."
The Company expects that the net proceeds of the Offering, together with
cash flows from operations and available borrowings under the New Revolving
Credit Facility, will be sufficient to fund the Company's working capital, debt
service, capital and environmental expenditure requirements and anticipated
growth plans for the foreseeable future.
SEASONALITY
The business of the Company is subject to limited seasonality, with
revenues generally declining slightly during winter months (namely the first and
fourth fiscal quarters) and over holidays. Highway transportation can be
adversely affected depending upon the severity of the weather in various
sections of the country during the winter months. The Company's operating
expenses also have been somewhat higher in the winter months, due primarily to
decreased fuel efficiency and increased maintenance costs of revenue equipment
in colder months.
34
<PAGE>
BUSINESS
OVERVIEW
Founded in 1913, Chemical Leaman Corporation is the largest tank truck
carrier in the United States. The Company offers a full range of specialized
transportation services, including short and long-haul transportation,
intermodal services, materials handling and third-party logistics, principally
to the chemical industry. In addition, the Company provides tank cleaning and
driver-related services to its own fleet as well as to independent
owner-operators and third-party carriers. In 1996, approximately 91% of the
Company's revenues were derived from transportation services, while
approximately 9% were derived from tank cleaning and intermodal services. The
specialized nature of the Company's services, the quality of its customer base
and the stability of chemical industry output have allowed the Company to
generate consistent levels of annual operating income. The Company believes that
these factors, coupled with the Company's current investment in a new
information technology system, position Chemical Leaman for future revenue
growth and profitability. For the twelve months ended June 29, 1997, the Company
had revenues and EBITDA (as defined herein) of $310 million and $24.6 million,
respectively.
The Company operates in the U.S., Canada and Mexico and maintains a
nationwide network of 105 terminals and 30 tank cleaning facilities. The Company
utilizes its network of terminals and facilities to transport liquid and dry
bulk specialty and commodity chemicals and, to a lesser degree, petroleum and
food grade products, throughout North America. The Company's terminals are
strategically located near customers' plants, resulting in a consistently high
percentage of on-time pick-ups and deliveries and effective utilization of
drivers and equipment. At June 29, 1997, the Company's fleet included 1,813
tractors (491 Company-owned tractors and 1,322 owner-operated tractors) and
3,433 specialized trailers. The Company's extensive use of owner-operators
increases the Company's asset utilization and lowers its fixed cost structure.
Chemical Leaman is a core carrier to some of the largest and best-known
chemical manufacturers, including Dow Chemical North America, E.I. DuPont de
Nemours Co., Air Products and Chemicals, Inc., AlliedSignal Inc. and Union
Carbide Corporation. The Company believes it has developed a superior reputation
among its customers due to its strong safety record, the strategic location of
its facilities and the full range of transportation and logistics services
offered. Through its national account marketing program, the Company seeks to
grow the number of chemical producers for which it serves as a core carrier.
INDUSTRY OVERVIEW
The current size of the tank truck carrier market is estimated to be
approximately $8 billion. Of that amount, the independent tank truck carrier
segment, in which the Company competes, accounts for approximately 70% of the
market, with the balance represented by captive or private fleets. The
independent tank truck segment of the market is fragmented, consisting of
approximately 200 carriers, with the top five carriers accounting for
approximately 20% of the segment's 1995 revenues according to Modern Bulk
Transporter. With 1996 revenues of $281 million, Chemical Leaman is the largest
tank truck carrier in the U.S. Substantially all of the independent tank truck
segment involves the transportation of liquid and dry bulk chemicals. Chemical
output in the U.S. has been stable, with the dollar value of organic chemical
shipments, as reported by the U.S. Department of Commerce, increasing from $96.2
billion in 1987 to $121.4 billion in 1994.
The Company believes there are significant growth opportunities as chemical
producers outsource a greater percentage of their transportation and logistics
needs, increasingly through the use of a limited number of core carriers.
Further, the barriers to entry, which include the capital requirements for the
acquisition and maintenance of a fleet of tank trailers, the need for
sophisticated information technology systems, generally rising insurance
requirements, the focus of customers on quality control programs and the
increasing complexity of environmental regulation, all favor larger, better
capitalized carriers. These barriers to entry have restricted the ability of
smaller carriers to expand and in some
35
<PAGE>
cases have forced smaller carriers out of the industry. A number of acquisitions
by larger carriers of smaller, regional carriers have occurred over the past two
years, and the Company expects this consolidation to continue.
The independent tank truck segment is capital intensive and is affected by
a number of factors in addition to those confronting the trucking industry as a
whole. Specialized liquid tank trailers typically cost from $50,000 to $60,000
not including optional equipment such as temperature control systems. Dry bulk
trailers can cost up to $80,000 each. The use of owner-operators can help defray
certain of these expenses, as owner-operators supply their own tractors and pay
all expenses associated with the tractors. Since tank trailers require cleaning
on a frequent basis, tank truck carriers must own or have access to tank
cleaning facilities in order to minimize empty mileage and to ensure
contamination free conditions. In addition, tank washing facilities must comply
with stringent environmental regulations.
Chemical producers are increasingly outsourcing their transportation
logistics function to providers of third party logistics services. These
logistics services involve the coordination of transportation, inventory
management, warehousing, materials management and customer service in a manner
which optimizes the profit contribution of these functions. In order to
capitalize on this trend, the Company recently founded Leaman Logistics for the
purpose of providing third party logistics.
As a result of its leading market position, operating expertise and
logistics capabilities, the Company believes it is well-positioned to benefit
from current industry trends.
BUSINESS STRATEGY
The Company's objective is to continue to enhance its revenue growth and
profitability by pursuing the following key strategies: (i) expanding market
share by marketing on both a national and regional level, (ii) focusing on
improving operating efficiencies by continuing to shift to an owner-operator
driver force, emphasizing safety and leveraging information technology, (iii)
offering value-added related services, including tank cleaning, third-party
logistics and driver-related services, and (iv) seeking selective acquisitions.
EXPAND MARKET SHARE. Although Chemical Leaman is the largest tank truck
carrier in the U.S., the Company believes there are significant opportunities
for it to gain market share. The Company believes it can handle an even larger
proportion of its core customers' bulk transportation and logistics requirements
by building upon existing relationships and leveraging its reputation for
high-quality customer service, competitive pricing and value-added services. The
Company also believes that it can generate additional revenue opportunities from
large chemical producers that are outsourcing a greater percentage of their
transportation requirements. In addition, the Company aims to gain market share
by targeting regional chemical producers located near the Company's terminals
that can benefit from Chemical Leaman's national presence and extensive
capabilities.
FOCUS ON OPERATING EFFICIENCIES. The Company continues to focus on
increasing operating efficiencies without lowering the quality or range of its
services by concentrating on the following key areas:
o Extensive Use of Owner-Operators. The Company's percentage of
owner-operators to total drivers has increased from 54% at December
31, 1992 to 75% at June 29, 1997. Owner-operators provide their own
tractors and pay their own operating expenses. The Company's
extensive use of owner-operators increases the Company's operating
and financial flexibility by improving asset utilization and
reducing fixed costs. The Company is highly selective in its driver
recruiting efforts and has invested substantial resources in its
driver recruitment programs. The Company requires all of its drivers
to participate in extensive training sessions held at its driver
training center which it believes enhances the quality of its
drivers and improves its safety record.
o Continuing Emphasis on Safety. Because of the specialized nature of
many of the products that the Company handles and transports, driver
and equipment safety are critical in obtaining new business and in
maintaining existing customer relationships. The
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Company has committed substantial resources to its Safety and
Emergency Response Departments, and its emphasis on safety is
reflected in the Company's low cost of risk and favorable accident
experience. The Company has received national safety awards from the
National Tank Truck Carriers Association in each of the past five
years including first place as safest carrier in 1995 and 1996. The
Company received the American Trucking Association's first place
safety award in 1995 and has received the U.S. Department of
Transportation's highest safety rating for 20 years.
o Investment in Information Technology. The Company believes that
maximizing its use of information technology will create significant
competitive advantages by reducing administrative costs and
enhancing the utilization of tractors, trailers and drivers. The
Company is investing in a proprietary information technology system
which will provide the Company with a new order entry system,
enhanced order tracking and continuous communication with drivers
via satellite. The Company expects full implementation of its new
information technology system by the first quarter of 1998.
OFFER VALUE-ADDED RELATED SERVICES. The Company provides tank cleaning
services to Chemical Leaman's fleet and to third-party tank truck carriers
through a nationwide network of 30 tank cleaning facilities. By taking advantage
of its significant purchasing power, the Company facilitates the purchase of
tractors, fuel and tires as well as a comprehensive line of insurance products
by its owner-operator driver force and by third party owner-operators. Chemical
producers continue to focus on their core competencies and therefore
increasingly look to outsource their entire transportation and shipping
functions. In order to capitalize on these opportunities, the Company has
developed logistics capabilities including transportation, inventory and asset
management. The Company is currently providing logistics services to third
parties and believes there are additional opportunities to expand its
third-party logistics business. The Company believes it can increase revenues
and enhance its profitability by marketing these value-added
transportation-related services.
SEEK SELECTIVE ACQUISITIONS. The Company believes that the tank truck
carrier industry is consolidating and that it is well-positioned to take
advantage of this trend. As the largest tank truck carrier in the U.S., the
Company believes that acquisitions will allow it to leverage its operating and
management expertise over a larger base of assets thereby increasing profit
opportunities. In June 1996, Chemical Leaman acquired Fleet, which operated 30
terminals located primarily in the southeastern U.S. Fleet contributed $57.3
million of revenues for the twelve months ended June 29, 1997. The Fleet
acquisition enhanced the Company's geographic terminal coverage and expanded its
customer base. Chemical Leaman will continue to evaluate acquisition
opportunities of high-quality tank truck carrier companies, tank cleaning
services companies and other companies engaged in related businesses that offer
a strategic fit with the Company's existing business.
SERVICES PROVIDED
Chemical Leaman operates through its transportation, tank cleaning,
owner-operator services and third-party logistics business units. Each business
unit is led by an experienced senior manager with specific asset management and
profit responsibility. The Company believes that organizing its operations
through these business units, supplemented by technology as an enabler of
operating efficiencies, positions the Company to achieve its goal of enhanced
revenue growth and profitability.
Transportation Services
The Company's trucking operations serve two distinctly different product
groupings, liquid chemicals and dry bulk chemicals, each of which is managed on
a separate basis. Within the liquid chemical portion of the Company's business,
the Company performs two distinctly different types of trucking activity. The
first, which accounts for most of the Company's liquid chemical trucking
revenues, involves relatively short haul movements with little or no opportunity
for back haul (i.e., a loaded return trip to the point of origination), and
generally is provided to a limited number of chemical-producing customers served
by a strategically located terminal. The second trucking activity
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involves a more traditional long haul, reloadable trucking business using
standardized equipment and coordinated through a central dispatch and control
operation.
The Company's dry bulk business primarily involves the transportation of
plastic resins throughout the U.S., Canada and Mexico, and to a lesser degree
the transportation of food grade products and cement. Plastics are produced
predominantly on the U.S. Gulf Coast due to the availability of natural gas and
ethylene feed stocks, both of which are critical components of plastic
production. Consumption of plastics occurs throughout the U.S., with a strong
concentration in the Northeast and Midwest U.S. Accordingly, producers of
plastic pellets normally transport their products in large quantity via rail to
regional transloading terminals where the product is transferred to dry bulk
truck trailers for delivery to end users.
As an adjunct to its trucking business, the Company operates an intermodal
business that involves an alliance with Union Pacific Railroad's
Bulktainer(Registered) division, which uses a container product that can be
carried on a flatbed truck and transloaded onto railcars for further
transportation to the consignee. This relationship gives the Company's customers
a gateway from trucking to an extensive rail network and provides an attractive
economic alternative for the hauling of liquid chemicals over great distances.
Tank Cleaning
The Company is the second largest U.S. provider of tank cleaning services
to the U.S. trucking industry and provides its tank cleaning services under the
QualaWash(Registered) service mark. In addition to cleaning the Company's
trailers, $17.7 million and $9.6 million in revenues were generated in 1996 and
the first six months of 1997, respectively, by providing tank cleaning services
to third-party carriers. The Company operates 30 tank cleaning facilities
strategically located throughout the country in areas of high chemical bulk
transportation traffic, affording customers easy access to cleaning services.
Owner-Operator Services
The Company offers products and services to its owner-operators at
favorable prices. By offering purchasing programs which take advantage of the
Company's significant purchasing power for products and services such as
tractors, fuel and tires as well as automobile, general liability and workers'
compensation insurance, the Company believes it strengthens its relationships
with its owner-operators and results in improved driver recruitment.
Third-Party Logistics
Chemical Leaman's experience and leadership position in the tank truck
industry has led to its recent implementation of a third-party logistics and
load brokerage business unit which complements the Company's core trucking
activities.
An increasing number of chemical producers are seeking to outsource their
transportation logistics functions in order to focus on their core competencies.
In order to capitalize on this trend, the Company has established third-party
logistics capabilities. As a result of the Company's size and reputation in the
industry, as well as a strategic focus on the provision of logistics services as
a value added service, a number of opportunities have arisen allowing the
Company the opportunity to provide a broader range of logistics management
services to selected chemical producers. Among these services are mode and
carrier selection for truck, rail, ocean and air transportation as well as rate
negotiation, carrier performance evaluation, cost analysis and, in some cases,
on site management of the shipper's captive transportation function.
The Company has developed load brokerage capabilities in order to enhance
its ability to handle its customers' trucking requirements. To the extent that
the Company does not have the equipment necessary to service a particular
shipment, the Company will broker the load to another carrier, thereby meeting
the customer's shipping needs and generating additional revenues for the
Company, in the
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form of commissions, at attractive margins. Through its relationship with over
sixty bulk carriers, the Company can assure timely response to customer needs.
MARKETING AND SALES
The Company conducts its marketing efforts at the national, regional and
local level. In addition to its 10 national account salespeople and 10 regional
salespeople, a large part of the Company's marketing is conducted locally by the
Company's terminal managers.
Customers with a national presence operate at numerous plant locations
throughout the U.S. The national accounts salespeople are responsible for the
development of existing customer relationships in an ongoing effort to increase
business at customer locations at which the Company is not the primary provider
of transportation services. In addition, the national accounts salespeople are
responsible for developing new customer relationships with national chemical
producers. Historically, the Company has had a very loyal customer base, which
makes the national accounts development approach particularly successful.
The regional sales force concentrates primarily on the development and
maintenance of customers in geographic areas in which the Company already has
established operations. The regional sales persons are further supported by the
sales efforts of terminal managers who also have responsibility for business
development in their respective markets.
The Company markets its tank cleaning services through a sales organization
comprised of three regional sales managers reporting to a Vice President of
Sales and Marketing. The regional sales managers are responsible for increasing
sales revenues within their respective territories. Territories are organized
geographically with each encompassing two operating regions and between six and
eleven cleaning facilities. The sales effort is enhanced by the active
participation of seven regional general managers and 30 facility managers.
The Company's third-party logistics marketing effort, which is conducted by
four people, targets chemical producers and related companies that have
significant transportation expenses.
CUSTOMERS
The Company's client base consists of many of the largest chemical
producers in the U.S. The Company is a core carrier for Dow Chemical North
America, E.I. DuPont de Nemours Co., Air Products and Chemicals, Inc.,
AlliedSignal, Inc. and Union Carbide Corporation. During 1996, the Company's top
twenty-five customers accounted for approximately 55% of total revenues. Other
than Dow Chemical North America which accounted for 13.7% of the Company's
revenues in 1996, no other customer represented more than 5% of the Company's
1996 revenues.
Most business is priced on a revenue per mile or per load basis and
includes an adjustable fuel surcharge. The Company provides electronic data
interchange capability for orders and billing and maintains a centralized
customer satisfaction center which furnishes logistics services, rate quotes and
research.
The Company's customer service function is operated on a centralized basis
in order to ensure that each customer's order or inquiry is handled on an
expeditious and consistent basis.
OWNER-OPERATORS
The Company had a force of 1,905 drivers at June 29, 1997, of which 1,430
were owner-operators and 475 were Company employees. Owner-operators supply one
or more tractors to the Company and are compensated on the basis of a fixed
percentage of the revenue generated from the shipments they haul. In addition,
owner-operators pay all expenses associated with their tractors, including
wages, benefits, fuel, insurance, maintenance, highway use taxes and debt
service. While under contract with the Company, owner-operators must drive
exclusively for the Company.
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The Company dedicates significant resources to recruiting and retaining
owner-operators and employee drivers. The Company's 1996 driver turnover ratio
of approximately 30% is considered low by industry standards. All drivers are
subject to specified guidelines relating to driving experience, safety records
and tank truck experience. In addition, all drivers must participate in the
Company's driving school and must pass a physical examination in accordance with
DOT guidelines.
INFORMATION TECHNOLOGY
The Company is currently investing approximately $10 million in a
proprietary information technology system to support the Company's operations.
The information technology project will: (i) centralize customer service order
taking, load scheduling and provide a computerized load optimization model,
which is designed to lower Company costs and improve driver and asset
utilization, (ii) provide field operating personnel with customer account and
profitability data on a real time basis, and (iii) improve the speed and
accuracy of billing and customer load status reporting through utilization of
satellite transmission of information to the Company's customer service center.
The new system is expected to be fully implemented by the first quarter of 1998
and provide productivity and cost benefits to the Company.
Most of the Company's tractor fleet, including both Company-owned and
owner-operator tractors, are equipped with OmniTRACS(Registered) mobile
satellite communications systems which provide continuous monitoring and two-way
communications with tractors in transit. This information is used to track load
status, optimize the use of drivers and equipment and respond to emergency
situations. The Company's Internet Website enables customers to access the
OmniTRACS(Registered) system to view the exact status of their loads in transit
at their convenience.
REVENUE EQUIPMENT
The Company's equipment consists primarily of tractors and specialized
trailers which can accommodate a broad range of specialty and commodity
chemicals. At June 29, 1997, the Company's fleet was comprised of 1,813
tractors, of which 491 were owned by the Company and the remaining 1,322 were
owned or leased by owner-operators. The Company owned 3,433 tank trailers at
June 29, 1997 which have an average age of 14 years. Tractors and trailers are
typically financed with either debt or capital lease financing. A significant
portion of tractors are rebuilt after 500,000 miles of service which is a cost
effective alternative to purchasing new tractors. Tank trailers have a useful
life of more than 20 years. A typical tank trailer measures 42.5 feet in length,
eight feet in width and 10.5 feet in height. The volume of the trailer ranges
from 5,000 to 7,000 gallons with a payload capacity of up to 55,000 pounds. The
cost of a new standard stainless steel tank trailer ranges from $47,000 to
$85,000, depending on specifications.
SUPPLIERS
The number of vendors used by the Company has been reduced over the years
in an effort to achieve operating efficiencies. There is no concentration of
goods and services procured from any one supplier. Fuel, tires and hoses are
sourced from a variety of vendors and there are no national contracts covering
these purchases. Brenner Tank, Inc. is the supplier of choice for tank trailers,
and Pentron, Inc. performs substantially all of the Company's tank repairs.
Tractor rebuilding is handled by Lehigh Consolidated Industries. Communications
equipment is purchased from a variety of sources.
PATENTS AND TRADEMARKS
The Company owns patents, trademarks, tradenames and service marks which
assist in maintaining its competitive position. QualaWash(Registered), a service
mark used in the Company's tank cleaning operations, is of primary importance to
the Company. Other significant rights include the trademarks
Chemshuttle(Registered) and Bulkmodal(Registered). The Company believes that
other than QualaWash, no single patent, trademark or other individual right is
of such importance, and, accordingly, the expiration or termination thereof
would not materially affect its business.
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TERMINALS AND FACILITIES
The Company maintains a network of 105 terminals located throughout the
U.S. and Canada, which are strategically located near customers' plants.
Terminals are staffed with two to six people including a terminal manager,
driver manager and administrative support personnel. Each terminal manager is
responsible for profitability and asset utilization. Administrative personnel
perform billing and payroll functions, process accounts payable and review
driver logs. The Company conducts equipment maintenance services at 39 terminal
locations. The Company also operates 30 tank cleaning facilities, of which 24
are co-located with Company trucking terminals.
Set forth below are the locations of the Company's terminals and QualaWash
facilities as of June 29, 1997:
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
NUMBER OF QUALAWASH NUMBER OF QUALAWASH
LOCATION TERMINALS FACILITIES LOCATION TERMINALS FACILITIES
-------- --------- ---------- -------- --------- ----------
<S> <C> <C> <C> <C> <C>
Alabama....................... 2 -- Missouri...................... 1 --
California.................... 4 2 New Jersey.................... 8 3
Connecticut................... 3 1 New York...................... 6 2
Delaware...................... 1 -- North Carolina................ 4 2
Florida....................... 1 -- Ohio.......................... 3 1
Georgia....................... 7 3 Oregon........................ 1 --
Illinois...................... 6 1 Pennsylvania.................. 14 --
Kentucky...................... 4 1 South Carolina................ 4 3
Louisiana..................... 6 2 Tennessee..................... 5 2
Maine......................... 1 -- Texas......................... 9 3
Maryland...................... 2 -- Virginia...................... 1 --
Massachusetts................. 1 -- West Virginia................. 5 2
Michigan...................... 3 2 Canada........................ 3 --
</TABLE>
QUALITY ASSURANCE
EnviroPower, Inc., a subsidiary of the Company, provides an audit function
for the Company's tank cleaning facilities which is intended to ensure
disposition of tank cleaning waste materials in compliance in all material
respects with applicable environmental laws and regulations. EnviroPower, Inc.
also provides the same audit function for any tank cleaning facility which
provides tank cleaning services to the Company.
EMPLOYEES
At June 29, 1997, the Company had 1,461 employees, including 475 drivers,
136 mechanics, 203 tank cleaning personnel and 647 support personnel including
clerical, administrative, dispatch and executive personnel. In addition, at June
29, 1997 the Company's driver force included 1,430 owner-operators, who are
independent contractors.
As of June 29, 1997, employees covered under various collective bargaining
agreements included 284 drivers, 75 mechanics and 122 tank cleaning personnel.
All other personnel are non-union employees. Owner-operators operate under
standardized lease agreements and are responsible for their own equipment and
benefits.
The Company believes that relations with its employees are satisfactory.
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RISK MANAGEMENT AND INSURANCE; SAFETY
The primary risks associated with the Company's business are bodily injury
and property damage, workers' compensation claims and to a lesser extent cargo
loss and damage. The Company maintains insurance against these risks and is
subject to liability as a self insurer to the extent of deductible amounts under
each policy. The Company currently maintains liability insurance for bodily
injury and property damage in the amount of $100 million per incident, subject
to a deductible per incident of $1 million (reduced from $2 million for
occurrences after March 30, 1997) and an aggregate annual stop loss of $5.5
million (reduced from $9.0 million for occurrences after March 30, 1997). The
Company's current deductible for workers' compensation is $500,000 per claim. As
a result of the Company's favorable safety record, the Company recently reset
its insurance programs and improved its liability coverages effective March 30,
1997 at an annual fixed cost reduction of $600,000.
The Company's cost of risk was 1.7% of revenue for 1996, which the Company
believes is low as compared to the industry average. This performance is the
result of careful driver recruiting, extensive driver training and the emphasis
on a safety conscious culture throughout the Company. In 1996, the Company had
.65 reportable accidents per million miles, as compared to .80 for the tank
truck industry as a whole. The Company has received national safety awards from
the National Tank Truck Carriers Association in each of the past five years
including first place as safest carrier in 1995 and 1996. The Company received
the American Trucking Association's first place safety award in 1995 and for 20
years has received the U.S. Department of Transportation's highest safety
rating.
The Company employs a safety staff of 12 professionals who manage the
Company's Safety and Emergency Response System that is deployed throughout the
Company's terminals and other facilities nationwide. The Company also employs
safety specialists to perform compliance checks and conduct safety tests
throughout the Company's operations. Chemical Leaman's safety programs include
training seminars, mandatory preemployment drug testing, random post employment
drug testing, driver safety meetings, safety bulletins and participation in
national safety associations. In addition, every new driver is required to
attend a one week program at the Company's driver training school in
Indianapolis, Indiana, which includes intensive safety instruction.
FUEL AVAILABILITY AND COST
The Company has fuel surcharge provisions in many of its customer contracts
which limit the Company's risk with respect to changing fuel prices. In
addition, the Company's owner-operators are responsible for supplying their own
fuel. The Company has a fuel purchase program for owner-operators pursuant to
which the Company negotiates fuel discounts which are passed along to owner-
operators. However, any increase in fuel taxes or fuel prices that are not able
to be passed along to the Company's customers, or any interruption in the supply
of fuel, could have a material adverse impact on the Company's operating
results.
COMPETITION
The tank truck industry is highly competitive and is fragmented. The
Company competes primarily with other tank truck carriers which have intrastate
and interstate operating authority and, to a lesser extent, with railroad and
barge transportation companies. Intermodal transportation has increased in
recent years as reductions in train crew size and the development of new rail
technology have reduced costs of intermodal shipping. Competition from
non-trucking modes of transportation and from intermodal transportation would
likely increase if state or federal fuel taxes were to increase without a
corresponding increase in taxes imposed upon other modes of transportation.
Competition is based primarily on rates and service. The Company believes
that it enjoys competitive advantages over other tank truck carriers due to its
overall fleet size, its reputation in the industry for service, the wide range
of equipment it offers, its offering of value-added services and its nationwide
network of terminals and tank cleaning facilities.
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The Company's largest competitors in the transportation of liquid chemicals
are Trimac Transportation, Montgomery Tank Lines, Matlack Systems Inc., DSI
Transports Inc., Superior Carriers and Central Transport. The Company competes
in the dry bulk transportation segment primarily with Bulkmatic Transport Co.
and A&R Transport Inc.
The Company also competes with other motor carriers for the services of
Company drivers and owner-operators. The Company's overall size and its
reputation for good relations with owner-operators have enabled it to attract an
adequate number of qualified professional drivers and owner-operators. See "Risk
Factors - Availability of Drivers."
Competition in the tank cleaning services industry comes from
independently-owned and operated facilities and certain large bulk carriers that
also conduct tank cleaning operations. The Company competes for tank cleaning
business on a national scale primarily with Allwaste Tank Cleaning Inc. and
Brite-Sol, a division of Matlack, Inc. The Company competes primarily based on
its ability to provide high quality tank cleaning with quick turnaround time,
utilizing environmentally sound procedures, at facilities located in close
proximity to major interstate highways and central dispatching points for tank
trailers.
REGULATION
Interstate and intrastate motor carriage has been substantially deregulated
as a result of the enactment of the Motor Carrier Act of 1980, the Trucking
Industry Regulatory Reform Act of 1994, the Federal Aviation Administration
Authorization Act of 1994 and the ICC Termination Act of 1995. Carriers can now
readily enter the trucking industry and rates and services are largely free of
regulatory controls. However, interstate motor carriers do remain subject to
certain regulatory controls imposed by agencies within the DOT, such as the
Federal Highway Administration and the Surface Transportation Board. In
addition, the Company's operations are subject to various environmental laws and
regulations, including laws and regulations dealing with underground fuel
storage tanks and ownership of property that may contain hazardous substances
and laws and regulations governing air emissions. The trucking industry may in
the future become subject to stricter air emission standards regulation,
including requirements that manufacturers produce cleaner-running tractors and
that fleet operators perform more rigorous inspection and maintenance
procedures.
There are additional regulations specifically relating to the tank truck
industry including testing and specifications of equipment and product handling
requirements. Interstate motor carriers are also subject to regulations relating
to noise emissions standards. The Company may transport most types of freight to
and from any point within the contiguous 48 states over any route selected by
the Company. The trucking industry is subject to possible regulatory and
legislative changes (such as increasingly stringent environmental regulations or
limits on vehicle weight and size) that may affect the economics of the industry
by requiring changes in operating practices or by changing the demand for common
or contract carrier services or the cost of providing truckload services. In
addition, the Company's tank wash facilities are subject to stringent local,
state and federal environmental regulations.
Interstate motor carrier operations are subject to safety requirements
prescribed by the DOT. For example, the DOT has issued regulations governing the
transportation of hazardous materials. Such matters as weight and dimension of
equipment are also subject to federal and state regulations. Since 1989, DOT
regulations have imposed mandatory drug testing of drivers. To date, the DOT's
national commercial driver's license and drug testing requirement have not
adversely affected the availability to the Company of qualified drivers. New
alcohol testing rules adopted by the DOT in January 1994 became effective in
January 1995. These rules require certain tests for alcohol levels in drivers
and other safety personnel. The Company does not believe the rules will
adversely affect the availability of qualified drivers.
The Federal Aviation Administration Authorization Act of 1994, which became
effective on January 1, 1995, essentially deregulated intrastate transportation
by motor carriers. This Act preserves state authority to impose highway route
controls or limitations based upon the size or weight of a motor vehicle or
limitations based upon the hazardous nature of the cargo. More importantly, this
Act
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prohibits individual states from regulating pricing or service levels and
strictly limits state regulation over entry or exit. The states retained the
right to continue to require certification of carriers, but this certification
is based only upon two primary fitness criteria: safety and insurance. Prior to
January 1, 1995, the Company had intrastate authority in many of the contiguous
48 states. Since that date, the Company has either been "grandfathered in" or
has obtained the necessary certification to continue to operate in the states in
which the Company provides intrastate service. In states that the Company was
not previously authorized to operate, it has obtained certificates (or permits)
allowing it to operate or is in the process of obtaining such certificates.
From time to time, various legislative proposals are introduced to increase
federal, state, or local taxes, including taxes on motor fuels. The Company
cannot predict whether, or in what form, any increase in such taxes applicable
to the Company will be enacted.
ENVIRONMENTAL MATTERS
The Company's operations and properties are subject to a wide variety of
increasingly complex and stringent federal, state, local and foreign laws and
regulations, including those governing the use, storage, handling, transport,
generation, treatment, release, discharge and disposal of certain hazardous
materials, substances and wastes, and petroleum (collectively "Hazardous
Materials"), the remediation of contaminated soil and groundwater, and the
health and safety of employees (collectively, "Environmental Laws"). As such,
the nature of the Company's operations exposes it to the risk of claims with
respect to such matters and there can be no assurance that material costs or
liabilities will not be incurred in connection with such claims.
The Company believes that it is in compliance in all material respects with
all applicable Environmental Laws. Changes in Environmental Laws have resulted
in claims against the Company which arise from unintentional contamination as a
consequence of past waste disposal and treatment practices. Company management
has instituted policies and procedures intended to achieve compliance with all
applicable Environmental Laws. Compliance with such Environmental Laws is one of
the principal cornerstones of its business strategy due to its critical
importance to both the customer and the Company's operations.
Environmental issues confronting the Company may be separated into two
separate and distinct categories. The first category is exposure to remedial and
investigatory costs associated with the Company's historic operations. The
second is exposure to costs associated with ongoing environmental compliance.
The Company's wholly-owned subsidiary, EnviroPower, Inc., is staffed with
environmental experts who manage the Company's environmental exposure relating
to historical operations and develop policies and procedures, including periodic
audits of the Company's terminals and tank cleaning facilities, in order to
minimize the existence of circumstances that could lead to future environmental
exposure. None of the current audits has identified any material potential
liability under Environmental Laws at or involving existing Company facilities,
except for the Bridgeport, New Jersey site and certain other sites discussed
below. EnviroPower manages and oversees the Company's involvement in two sites
located in Bridgeport, New Jersey and West Caln Township, Pennsylvania, which
have been designated as Superfund Sites by the U.S. Environmental Protection
Agency ("EPA"). EnviroPower is also the Company's principal interface with the
EPA and various state environmental agencies. The Company is currently solely
responsible for remediation of the following two sites:
Bridgeport, New Jersey. During 1991, the Company entered into a Consent
Decree with the EPA filed in the U.S. District Court for the District of New
Jersey, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 91-2637 (JFG)
(D.N.J.), with respect to its site located in Bridgeport, New Jersey, requiring
the Company to remediate groundwater contamination. The Consent Decree required
the Company to undertake Remedial Design and Remedial Action ("RD/RA") related
to the groundwater operable unit of the cleanup. Costs associated with
performing the RD/RA were $1.2 million in 1996. No decision has been made as to
the extent of soil remediation to be required, if any.
In August 1994, the EPA issued a Record of Decision ("ROD") selecting a
remedy for the wetlands operable unit at the Bridgeport site at a cost estimated
by the EPA to be approximately
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$7 million. The Company has submitted comments to the EPA that dispute the
merits of the EPA's remedy. In the last quarter of 1996, the EPA issued demands
to the Company for reimbursement of approximately $2.5 million in alleged EPA
past response costs at the site for the groundwater and wetlands operable units,
and the Company expects that additional demands may be issued in the future. The
Company is involved in settlement negotiations related to the matter. The
government has not made a claim against the Company for natural resource
damages, if any.
The Company is in litigation with its insurers to recover its costs in
connection with the environmental cleanup at the Bridgeport site. Chemical
Leaman Tank Lines, Inc. v. Aetna Casualty & Surety Co., et al., Civil Action No.
89-1543 (SSB) (D.N.J.). On April 7, 1993, the U.S. District Court for the
District of New Jersey entered a judgment requiring the insurers to reimburse
the Company for substantially all past and future environmental cleanup costs at
the Bridgeport site. The insurers appealed the judgment to the U.S. Court of
Appeals for the Third Circuit, but before the appeal was decided the Company and
its primary insurer settled all of the Company's claims, including claims
asserted or to be asserted at other sites, for $11.5 million. This insurer
dismissed its appeal, but the excess carriers did not. On June 20, 1996, the
U.S. Court of Appeals affirmed the judgment against the excess insurance
carriers, except for the allocation of liability among applicable policies, and
remanded the case for an allocation of damage liability among the insurers and
applicable policies on a several basis. The allocation proceeding and the
Company's petition for recovery of its legal costs are presently pending before
the U.S. District Court. While the excess insurers are continuing to contest the
extent of their coverage and the allocation methods proposed by the Company, the
Company expects to receive insurance proceeds sufficient to recover
substantially all of the costs of remediating the Bridgeport site, including
attorney fees and expenses.
West Caln Township, Pennsylvania. The EPA has alleged that the Company
disposed of Hazardous Materials at the William Dick Lagoons Superfund Site
located in West Caln Township, Pennsylvania. In 1991, the EPA issued ROD I,
requiring the installation of a public water supply for some residents near the
site. In November 1991, the EPA issued special notice letters to the Company and
another potentially responsible party ("PRP") soliciting implementation of ROD
I. In March 1992, the EPA issued a unilateral order to the Company and the other
party directing them to implement ROD I. The Company declined to comply based on
its belief that it had sufficient cause not to comply.
In April 1993, the EPA issued ROD II, selecting a remedy for the soil
remediation phase of this cleanup program. The EPA and the Company agreed that
the Company would be afforded the opportunity to implement its preferred remedy
for the soil remediation phase and to settle its differences with the EPA
regarding the public water supply issue. Pursuant to a Consent Decree lodged
with the U.S. District Court for the Eastern District of Pennsylvania on October
10, 1995, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 95-CV-4264
(RJB) (E.D.P.A.), the Company paid the EPA $713,674 in June 1996, $713,674 in
October 1996, and approximately $300,000 in November 1995, and established a
$300,000 irrevocable standby letter of credit. These payments settled the EPA's
claim relating to past response costs and failure to install a public water
supply in accordance with ROD I. The Consent Decree requires the Company to make
an additional payment to the EPA of $700,000 in October 1997, perform an interim
groundwater remedy at the site, and finance the soil remedy. The Consent Decree
does not cover the final groundwater remedy or other site remedies, or claims,
if any, for natural resource damages.
Other Environmental Matters. The Company has been named as a PRP under
CERCLA and similar state laws at approximately 35 former waste treatment and/or
disposal sites. In general, the Company is among several PRPs named at these
sites. Based on the information known at this time, the Company's involvement at
these sites generally arises from shipment of wastes by or for the Company in
the ordinary course of business over many years to sites, now contaminated, that
are owned and operated by third parties. Given the nature of the Company's
involvement and the expected participation of a number of other PRPs at these
sites, the Company does not believe its liability at these third party sites
will be material. There can be no assurance, however, that costs associated with
these sites, individually or in the aggregate, will not be material. The Company
is also incurring expenses resulting from the remediation of certain
Company-owned sites. In April 1997, the Company
45
<PAGE>
received a request from the New York State Department of Environmental
Conservation to perform a Remedial Investigation and Feasibility Study relating
to certain former surface impoundments previously closed by the Company at its
Tonawanda, New York Terminal. The Company has indicated its willingness to
perform a mutually acceptable Remedial Investigation and Feasibility Study. In
1994, the Company entered into an Administrative Consent Order ("ACO") with the
West Virginia Division of Environmental Protection ("DEP") to undertake the
investigation and remediation of a former lagoon at its former facility in
Putnam County, West Virginia. In accordance with the ACO, the Company has
submitted a workplan to DEP to address potential sludge and soil contamination.
The extent of groundwater remediation to be required, if any, has not been
determined.
The Company has also undertaken the removal of all underground storage
tanks at its owned and operated facilities. This project is being managed by
EnviroPower staff and will be completed by the end of 1998 at an estimated cost
of $2 million, of which $1.5 million has been expended to date.
Although the extent and timing of the litigation, settlement and possible
cleanup costs at the foregoing sites, other than certain phases of the
Bridgeport and West Caln Township sites, are not reasonably estimable at this
time, it is anticipated that the Company will continue to incur costs with
respect to such sites and there can be no assurance that such costs will not
have a material adverse effect on the Company's financial condition or results
of operations. The Company has recorded total charges to income of $2.3 million
and $2.4 million in 1996 and 1995, respectively, with regard to the foregoing
environmental matters and expects to continue to incur costs for environmental
matters generally for the foreseeable future.
LEGAL PROCEEDINGS
The Company is a party to a lawsuit filed in 1987 against the Company and
approximately 25 other defendants in the Superior Court of New Jersey, Passaic
County (A.L.U. Textile Combining Corp. et al. v. Texaco Chemical Co., et al.,
No. L-23905-87). The approximately 175 plaintiffs seek damages claimed to exceed
$100 million resulting from a fire set to a building by trespassing arsonists.
The plaintiffs allege that the Company was negligent by delivering a shipment of
naphthalene to an outdoor facility where it could be ignited by trespassers. The
Company has denied any liability and has asserted cross-claims against the other
defendants. Discovery in the lawsuit has not yet been concluded. The Company is
currently in negotiations concerning a settlement of the claim. If a settlement
cannot be successfully concluded, the Company intends to defend against the
lawsuit and believes that it has meritorious defenses. There can be no assurance
that any settlement will be successfully concluded or that the terms of any
settlement or other resolution of the lawsuit would not have a material adverse
effect on the Company's financial condition or results of operations.
In connection with a dispute between the Company and a multiemployer
pension plan covering certain of the Company's union employees, the plan's
trustees have threatened to terminate the Company's participation in the pension
plan with respect to some of its employees. If such termination were to occur,
the plan's trustees have indicated that the Company would be required to pay a
partial withdrawal liability in the amount of approximately $3.8 million over a
period of two years commencing in 1999. The Company is currently negotiating
with the trustees concerning a possible settlement of the dispute, which would
permit all of the Company's covered operations to continue to participate in the
pension plan in exchange for increased future contributions. There can be no
assurance that any settlement agreement will be reached. The Company believes
that the ultimate resolution of this matter will not have a material adverse
effect on the Company's financial condition or results of operations.
In addition to the matters described above and under "Environmental
Matters," the Company is a party to routine litigation incidental to its
business, primarily involving claims for personal injury or property damages
incurred in the transportation of chemicals. Except as described above and under
"Environmental Matters," the Company is not a party to any litigation, and is
not aware of any threatened claims, that could materially adversely affect the
Company's financial condition or results of operations.
46
<PAGE>
MANAGEMENT
EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES
The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
David R. Hamilton............................. 57 Chairman of the Board, Chief Executive
Officer and President
Philip J. Ringo............................... 55 President and Chief Executive Officer of
CLTL; Director
Eugene C. Parkerson........................... 53 Executive Vice President, Administration;
President of PPI; Director
David M. Boucher.............................. 48 Senior Vice President, Chief Financial
Officer, Secretary; Director
Reuben M. Rosenthal........................... 51 President of QSI and EnviroPower; Director
Fernando C. Colon-Osorio...................... 48 Director
G. Michael Cronk.............................. 53 Director
Charles E. Fernald, Jr........................ 57 Director
Samuel C. Hamilton, Jr........................ 66 Director
John H. McFadden.............................. 50 Director
George McFadden............................... 56 Director
Samuel F. Niness, Jr.......................... 62 Director
</TABLE>
David R. Hamilton is the Company's Chairman of the Board, President and
Chief Executive Officer. He has been a director of the Company since 1978 and
has been the Company's Chief Executive Officer since 1987. Mr. Hamilton was
previously Chief Executive Officer of Szabo Food Services, Inc., Oak Brook,
Illinois. He is a graduate of Rice University (AB) and the Harvard Business
School (MBA). He is the brother of Samuel C. Hamilton, Jr., a director of the
Company.
Philip J. Ringo has served as the President and Chief Executive Officer of
CLTL and a director of the Company since 1995. He joined the Company in 1995,
having previously served as President of The Morgan Group, Inc. and Chief
Executive Officer of Morgan Drive Away, Inc., Elkhart, Indiana from 1992 to
1995. Mr. Ringo is a graduate of Princeton University (BA) and the Harvard
Business School (MBA). He has served as a director of Genesee and Wyoming
Industries since 1978.
Eugene C. Parkerson is Executive Vice President, Administration of the
Company. He has served as a director of the Company since 1987 and as the
President of PPI since 1990. Prior to joining the Company as Senior Vice
President in 1987, Mr. Parkerson served as Executive Vice President of Szabo
Food Services, Inc. He is a graduate of the University of Utah (BS) and the
University of Kansas (MBA).
David M. Boucher joined the Company in 1994 as Senior Vice President, Chief
Financial Officer, Secretary and a director of the Company. Prior to that, he
was the Chairman of the Board and Chief Executive Officer of IVT Group, Inc., a
company engaged in title insurance underwriting, from 1989 to 1994 and Chairman
of the Board and Chief Executive Officer of Fidelity Bond and Mortgage Company
from 1987 to 1989. From 1974 to 1987, Mr. Boucher served in various capacities
with Fidelity Bank, N.A., most recently as Senior Vice President and Head of
Merchant Banking. He is a graduate of Susquehanna University (BS) and Drexel
University (MBA).
47
<PAGE>
Reuben M. Rosenthal has been the President of QSI since 1996 and the
President of EnviroPower, Inc. since 1993, and he serves as a director of the
Company. From 1989 to 1993, Mr. Rosenthal was the Company's Senior Vice
President, Sales and Marketing. Prior to that, he was Senior Vice President at
Emery Worldwide/Purolator Courier. Mr. Rosenthal is a graduate of the University
of Maryland (BA).
Fernando C. Colon-Osorio is a director of the Company. He has been the
President and Chief Executive Officer of Acumen Consulting Group, Inc. since
1994. From 1993 to 1994, Mr. Colon-Osorio was President of Advanced Modular
Solutions. From 1992 to 1993, he served as Executive Vice President of Kendall
Square Research. Mr. Colon-Osorio is a graduate of the University of Puerto Rico
(BS) and the University of Massachusetts (MS, PhD).
G. Michael Cronk is a director of the Company. He is currently President of
International, ARAMARK Global Food and Support Services. Mr. Cronk joined
ARAMARK in 1980, where he has held a variety of management and executive
positions. He is a graduate of St. Martin's College (BS) and attended the
Advanced Management Program at the Harvard Business School.
Charles E. Fernald, Jr. has served as a director of the Company since 1976.
He is currently President of Transport Capital Advisors, a transportation
consulting firm. Mr. Fernald served as Chief Financial Officer of the Company
from 1974 until 1994. He is a graduate of the University of Notre Dame (BBA) and
Drexel University (MBA).
Samuel C. Hamilton, Jr. has been a director of the Company since 1991. He
is a self-employed petroleum geologist and real estate investor. Mr. Hamilton is
a graduate of the University of Texas (BA, BS, MA). He is the brother of David
R. Hamilton, the Chairman of the Board, Chief Executive Officer and President of
the Company.
John H. McFadden has been a director of the Company since 1988. Since 1995,
he has been a partner in the law firm of McFadden, Pilkington & Ward. From 1987
to 1995, he was a partner in the law firm of Pepper, Hamilton & Scheetz, LLP. He
is a graduate of Harvard University (AB), Columbia University (MBA) and Fordham
University (JD). Mr. McFadden is the brother of George McFadden, a director of
the Company.
George McFadden is a director of the Company. He has been a partner in the
investment firm of McFadden Brothers since 1978. He is a graduate of Vanderbilt
University (BA) and Columbia University (MBA). Mr. McFadden is also a director
of Triangle Pharmaceuticals, Inc. and Ball Corporation. Mr. McFadden is the
brother of John McFadden, a director of the Company.
Samuel F. Niness, Jr. has been a director of the Company since 1971. Mr.
Niness retired as Chairman of the Board and President of the Company in October
of 1987. He is a graduate of Trinity College (BA).
DIRECTOR COMPENSATION
The Company pays cash compensation to outside board members who are not
otherwise consultants to the Company. Each such board member is entitled to
receive $4,000 for each meeting of the Board of Directors, or any committee
thereof, attended by such board member in person or by telephone.
48
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal year ended December 31,
1996, certain compensation information with respect to the Company's Chief
Executive Officer and the four other executive officers whose total annual
salary and bonus exceeded $100,000 during 1996 (the "named executive officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($)
--------------------------- ---- ---------- --------- ----------------
<S> <C> <C> <C> <C>
David R. Hamilton............................................... 1996 $ 1,365,559 $ 375,000 $ 35,561(1)
Chairman, Chief Executive Officer and President
Eugene C. Parkerson............................................. 1996 272,058 0 188,922(2)
Executive Vice President - Administration; and President of
PPI
David M. Boucher................................................ 1996 222,673 100,000 0
Senior Vice President, Chief Financial Officer and Secretary
Philip J. Ringo................................................. 1996 324,035 96,278 0
President and Chief Executive Officer of CLTL
Reuben M. Rosenthal............................................. 1996 230,769 110,000 144,470(3)
President and Chief Executive Officer of QSI and EnviroPower
</TABLE>
------------------
(1) Consists of $3,535 in split dollar life insurance premiums and $32,026 in
death benefit only life insurance premiums.
(2) Consists of $180,000 in additional compensation paid to Mr. Parkerson in
connection with the Company's repurchase of stock options; $3,097 in split
dollar life insurance premiums; and $5,825 in death benefit only life
insurance premiums.
(3) Consists of $135,000 in additional compensation paid to Mr. Rosenthal in
connection with the Company's repurchase of stock options; $2,852 in split
dollar life insurance premiums; and $6,618 in death benefit only life
insurance premiums.
EMPLOYMENT CONTRACT
The Company has entered into an Employment Agreement (the "Agreement") with
Mr. Ringo, the President of CLTL, effective July 14, 1995, which provides for a
minimum annual base salary of $300,000, a bonus based on the attainment of
certain operating goals, and certain fringe benefits. In the event Mr. Ringo's
employment is terminated due to disability, Mr. Ringo will continue to receive
his annual compensation until disability payments commence. In the event that
Mr. Ringo's employment is terminated by the Company within the first three years
for any reason other than just cause, the Agreement requires the Company to pay
Mr. Ringo one year's base salary and to continue health insurance benefits for
Mr. Ringo and his dependents for one year; provided, however, that if Mr. Ringo
is reemployed within a one-year period after termination, these severance
benefits will be reduced by the amount of compensation Mr. Ringo receives from
such employment. If there is a change of control of the Company within five
years from the date of the Agreement such that David Hamilton and George
McFadden no longer control the Company, the Agreement allows Mr. Ringo to
terminate his employment and receive two years' base salary, plus health
benefits for up to two years.
The Agreement also entitles Mr. Ringo to various rights with respect to his
Company Common Stock, including registration rights, tag-along rights in the
event David Hamilton and George McFadden elect to sell their shares in the
Company to a third-party, and preemptive rights. In the event the Company elects
to redeem certain outstanding shares of its capital stock, the Agreement gives
Mr. Ringo the right to purchase additional shares of Common Stock to increase
his equity ownership in the Company to 3% on a fully-diluted basis. In addition,
the Agreement (i) requires the Company to buy back Mr. Ringo's shares upon
termination of his employment due to his death or disability, and (ii) grants
the Company the right to purchase any or all of Mr. Ringo's stock if his
employment is terminated at any time for just cause. In addition, the Agreement
provides that the Company will indemnify Mr. Ringo for reasonable attorneys'
fees and litigation costs in the event his former employer commences a lawsuit
based on alleged violations of the non-compete agreement entered into by Mr.
Ringo and his former employer.
49
<PAGE>
Under the provisions of separate stock purchase agreements between the
Company and Messrs. Boucher, Parkerson and Rosenthal, pursuant to which they
purchased certain shares of Common Stock of the Company (see "Certain
Transactions" below), if during their term of employment with the Company,
either David Hamilton ceases to serve as the Company's Chairman and Chief
Executive Officer or David Hamilton and George McFadden cease to control the
Company, each of Messrs. Boucher, Parkerson and Rosenthal will be entitled to
terminate his employment with the Company and receive his base salary and
benefits for twelve months after such termination.
PENSION PLAN
Substantially all salaried non-union employees of the Company, including
the Company's executive officers, are eligible to participate in a Company
pension plan. The plan is a qualified plan under the Internal Revenue Code and
provides benefits funded by Company contributions. Contributions are paid to a
Master Trustee for investment. Benefits are subject to maximum limitations under
the Internal Revenue Code. Therefore, with regard to 1996, the maximum salary
that can be recognized under the plan is $150,000 and the maximum benefit at age
65 is limited to $120,000. The following table is representative of the annual
benefits payable under the Company's pension plan to an employee currently age
65, whose remuneration remained unchanged during the last five years of
employment and whose benefits will be paid for the remainder of the employee's
life.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
COVERED ------------------------------------------
REMUNERATION* 10 20 30 40
- ------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
$ 75,000........................................................ $ 9,375 $ 18,750 $ 28,125 $ 37,500
100,000........................................................ 12,500 25,000 37,500 50,000
125,000........................................................ 15,625 31,250 46,875 62,500
150,000........................................................ 18,750 37,500 56,250 75,000
175,000........................................................ 18,750 37,500 56,250 75,000
200,000........................................................ 18,750 37,500 56,250 75,000
300,000........................................................ 18,750 37,500 56,250 75,000
400,000........................................................ 18,750 37,500 56,250 75,000
</TABLE>
- ------------------
* "Covered Remuneration" for the named executive officers means the amount shown
in the salary column of the Summary Compensation Table. Credited full years of
service for the named executive officers are as follows: Mr. Hamilton, 9
years; Mr. Parkerson, 9 years; Mr. Rosenthal, 6 years; Mr. Boucher, 2 years;
and Mr. Ringo, 1 year. The amounts shown in the Pension Plan Table do not
reflect any deduction for Social Security or other offset amounts.
50
<PAGE>
CERTAIN TRANSACTIONS
In 1995 and 1996, the Company sold shares of Common Stock to certain of its
officers and directors. As consideration for these shares, certain executive
officers and directors executed promissory notes in favor of the Company. In
September 1996, Mr. Boucher purchased 8,750 shares for $262,500, payable under a
promissory note bearing interest at an annual rate of 7.25% and maturing in
September 2006. In September 1996, Mr. Parkerson purchased 11,650 shares for
$349,500, of which $104,656 was paid in cash and $244,844 is payable under a
promissory note bearing interest at an annual rate of 7.25% and maturing in
September 2006. In August 1995 and September 1996, Mr. Ringo purchased a total
of 17,450 shares for $523,500, payable under (i) a promissory note for $67,500,
bearing interest at an annual rate of 7.25% and maturing in December 2005, and
(ii) a promissory note for $456,000, bearing interest at an annual rate of 6.83%
and maturing in December 2004. In September 1996, Mr. Rosenthal purchased 8,750
shares for $262,500, of which $74,412 was paid in cash and $188,088 is payable
under a promissory note bearing interest at an annual rate of 7.25% and maturing
in September 2006. In September 1996, Mr. Colon-Osorio purchased 6,975 shares
for $209,250, payable under a promissory note bearing interest at an annual rate
of 7.25% and maturing in September 2006.
In September 1996, the Company paid $180,000 to Eugene Parkerson in
consideration of the cancellation of an option for the purchase of 10,000 shares
of the Company's Common Stock. Also, in September 1996, the Company paid
$135,000 to Reuben Rosenthal in consideration of the cancellation of an option
for the purchase of 7,500 shares of the Company's Common Stock.
On January 25, 1995, the Company extended a loan to David Hamilton in the
principal amount of $2,500,000 pursuant to a promissory note with a maturity
date of December 31, 2004 and interest payable annually at the rate of 8.25%. On
January 2, 1996, the Company extended a loan to Mr. Hamilton in the principal
amount of $1,000,000 pursuant to a promissory note with a maturity date of
December 31, 2004 and interest payable annually at the rate of 6.5%. Mr.
Hamilton paid interest to the Company with respect to these loans in the amount
of $91,605 in 1995 and $260,388 in 1996.
In 1988, David Hamilton purchased Common Stock from the Company and paid
for the stock by executing a $1,520,000 promissory note in favor of the Company.
The promissory note matures in 1998 and bears interest at an annual rate of
9.39%. Mr. Hamilton made interest payments to the Company under the note in the
amount of $142,728 in each of 1994, 1995 and 1996.
As of June 29, 1997, the Company advanced $683,116 to David Hamilton, its
Chairman, President and Chief Executive Officer. The non-interest bearing
advance is repayable on demand.
On January 1, 1995, the Company and George McFadden, a director of the
Company, entered into a consulting agreement under which Mr. McFadden renders
advice and assistance with respect to investment banking matters, general
corporate finance matters and the management of the Company's pension plans. The
agreement provides for Mr. McFadden to receive a monthly consulting fee of
$60,000, plus additional amounts as determined from time to time by the Board of
Directors of the Company. The agreement is terminable by either party upon 18
months prior written notice. Payments to Mr. McFadden for these services
included $720,000 in 1994, $730,000 in 1995 and $1,251,000 in 1996.
On December 11, 1995, Chemical Leaman and Acumen Consulting Group, Inc.
("Acumen") entered into a Service Agreement under which Acumen agreed to assist
in the development and implementation of the Company's new information
technology system on a fee for service basis. The president, controlling
stockholder and a director of Acumen is Fernando Colon-Osorio, a director of the
Company. In 1995 and 1996, Chemical Leaman paid $670,000 and $2,525,000,
respectively, to Acumen for services rendered under the Service Agreement. In
addition, on July 1, 1996, the Company and Mr. Colon-Osorio entered into a
Consulting Agreement for Mr. Colon-Osorio to assist the Company with the
management of its new information technology system. The Consulting Agreement
provides for Mr. Colon-Osorio to receive a consulting fee of $20,834 per month
and the potential to
51
<PAGE>
receive a bonus of up to 100% of the base consulting fee, payable at the end of
1996 and 1997. The Consulting Agreement has a termination date of December 31,
1997.
On June 10, 1994, in connection with the termination of his position as
Chief Financial Officer of the Company, Charles Fernald, Jr., a director of the
Company, entered into an agreement under which the Company agreed to pay Mr.
Fernald $131,729 from June 18, 1994 until June 17, 1995, $100,000 per year from
June 18, 1995 until June 17, 1998 and $10,000 per year from June 18, 1998 until
December 31, 2004. Under the agreement, the Company also reimburses Mr. Fernald
for payment of medical insurance premiums.
On July 1, 1992, the Company and Samuel Niness, Jr., a director of the
Company, entered into a consulting agreement under which Mr. Niness renders
advice to the Company and agreed not to compete with the Company in exchange for
a monthly fee of $4,500. The consulting agreement terminates on June 30, 1999.
In 1994 and 1995, John McFadden, a director of the Company, was a partner
of Pepper, Hamilton & Scheetz LLP, which renders legal services to the Company.
52
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of the Company's
Common Stock as of June 29, 1997 with respect to each of the Company's
directors, the named executive officers, all directors and executive officers as
a group and each person who owns more than 5% of the Company's Common Stock.
<TABLE>
<CAPTION>
NUMBER OF
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNED OF COMMON STOCK
- --------------------------------------- -------------- ------------------
<S> <C> <C>
David R. Hamilton.............................................. 216,600(2) 37.3%
George McFadden................................................ 186,200(3) 32.0%
John H. McFadden............................................... 43,400 7.5%
G. Michael Cronk............................................... 13,600 2.3%
Samuel F. Niness, Jr........................................... -- --
David M. Boucher............................................... 8,750 1.5%
Philip J. Ringo................................................ 17,450 3.0%
Eugene C. Parkerson............................................ 11,650 2.0%
Samuel C. Hamilton, Jr......................................... 1,000 .2%
Charles E. Fernald, Jr......................................... -- --
Reuben M. Rosenthal............................................ 8,750 1.5%
Fernando C. Colon-Osorio....................................... 6,975 1.2%
Karen Szabo Lloyd.............................................. 30,200(4) 5.2%
Directors and executive officers as a group
(12 persons)................................................. 518,445 89.2%
</TABLE>
- ------------------
(1) Unless otherwise specified, the address of each listed beneficial owner is
102 Pickering Way, Exton, PA 19341.
(2) Includes 61,200 shares held in trust for the benefit of Mr. Hamilton's
children.
(3) Includes 35,800 shares owned by other family members and 105,200 shares
owned in trust for the benefit of Mr. McFadden and other family members.
(4) Issuable upon conversion of preferred stock.
53
<PAGE>
NEW REVOLVING CREDIT FACILITY
In connection with the Offering of the Old Notes, Chemical Leaman
Corporation entered into a revolving credit facility with CoreStates Bank, N.A.
(the "New Revolving Credit Facility"). The New Revolving Credit Facility
provides for up to $20 million of revolving loans and letters of credit.
Borrowings under the New Revolving Credit Facility may be used for working
capital and the purchase of revenue equipment. Amounts outstanding under the New
Revolving Credit Facility will bear interest at a variable rate at the Company's
election of (i) the Base Rate (as defined therein) plus 1/2% or (ii) LIBOR (as
defined therein) plus 1.80%. The Company will be required to pay a letter of
credit fee of 1.80% per annum of letters of credit outstanding and a commitment
fee of 3/8% per annum of the unused portion of the facility. In addition, a
$100,000 administrative fee was payable at the closing. The New Revolving Credit
Facility will mature in June 2000, subject to a maximum of two annual extensions
at the option of the Company upon the approval of CoreStates. The New Revolving
Credit Facility was undrawn at the closing of the Offering, except for $3.9
million of stand-by letters of credit which were rolled over from an existing
facility.
The New Revolving Credit Facility will be secured by $25 million of revenue
equipment held by Chemical Leaman Corporation and availability under the
facility is limited to 80% of the value of such equipment. Borrowings under the
New Revolving Credit Facility are subject to the further condition that a
material adverse change has not occurred.
The New Revolving Credit Facility contains financial covenants including a
minimum net worth test and a minimum fixed charge coverage ratio. In addition,
the New Revolving Credit Facility contains covenants that restrict certain
mergers, acquisitions and sales of assets, the incurrence of indebtedness, the
payment of dividends, the repurchase of stock, the making of loans to
shareholders and the granting of liens. In addition, the New Revolving Credit
Facility prohibits a redemption or repurchase of the New Notes while a default
exists under the New Revolving Credit Facility, and requires a prepayment of the
New Revolving Credit Facility in the event of a repurchase of the New Notes upon
a Change of Control under the Indenture. See "Description of the Notes - Change
of Control" and "- Certain Definitions."
The New Revolving Credit Facility contains customary events of default,
including failure to pay principal, interest or fees when due, non-compliance
with covenants, a representation or warranty shall prove to be false in any
material respect, the occurrence of certain bankruptcy events, cross-defaults to
other indebtedness, the existence of certain unstayed and undischarged
judgments, the occurrence of a change of control under the New Revolving Credit
Facility and the occurrence of a material adverse change. A change of control
would occur under the New Revolving Credit Facility if the beneficial ownership
of the Company's common stock by David R. Hamilton, George McFadden and John H.
McFadden were to fall below 30%.
54
<PAGE>
DESCRIPTION OF THE NEW NOTES
The New Notes will be issued under an Indenture dated as of June 16, 1997,
(the "Indenture") among the Company and First Union National Bank, as trustee
(the "Trustee"). For purposes of this section, references to the "Company" mean
only Chemical Leaman Corporation and not any of its subsidiaries. References to
the New Notes, Old Notes or Notes include the Exchange Notes unless the context
otherwise requires. Upon the issuance of the Exchange Notes, if any, or the
effectiveness of a Shelf Registration Statement, the Indenture will be subject
to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The
following summary of the material provisions of the Indenture does not purport
to be complete and is subject to, and qualified by, reference to the provisions
of the Indenture, including the definitions of certain terms contained therein
and those terms made part of the Indenture by reference to the Trust Indenture
Act, as in effect on the date of the Indenture. The definition of certain terms
used in the following summary are set forth below under "-Certain Definitions."
GENERAL
The New Notes will be general unsecured senior obligations of the Company
limited to $100,000,000 aggregate principal amount. The New Notes will be issued
only in fully registered form without coupons, in denominations of $1,000 and
integral multiples thereof. Principal of, premium, if any, and interest on the
New Notes are payable, and the New Notes are transferable, at the office or
agency of the Company in The City of New York maintained for such purposes
(which initially will be the corporate trust office of the Trustee); provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the Person entitled thereto as shown on the security register.
No service charge will be made for any registration of transfer, exchange or
redemption of the Notes, except in certain circumstances for any tax or other
governmental charge that may be imposed in connection therewith.
MATURITY, INTEREST AND PRINCIPAL
The New Notes will mature on June 15, 2005. Interest on the New Notes will
accrue at the rate of 10 3/8% per annum and will be payable semi-annually on
each June 15 and December 15, commencing December 15, 1997, to the holders of
record of New Notes at the close of business on the June 1 and December 1,
respectively, immediately preceding such interest payment date. Interest on the
New Notes will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the Issue Date. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. The interest rate on the
Notes is subject to increase under certain circumstances if the Company is not
in compliance with its obligations under the Registration Rights Agreement. See
"Exchange Offer."
OPTIONAL REDEMPTION
Optional Redemption. The New Notes will be redeemable at the option of the
Company, in whole or in part, at any time on or after June 15, 2001, at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest thereon, if any, to the date of
redemption, if redeemed during the 12-month period beginning on June 15 of the
years indicated below:
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
- ---- -----------
<S> <C>
2001..................................................................... 105.188%
2002..................................................................... 103.458%
2003..................................................................... 101.729%
2004 and thereafter...................................................... 100.000%
</TABLE>
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Optional Redemption upon Public Equity Offering. On or prior to June 15,
2000, the Company may, at its option, use the net proceeds of a Public Equity
Offering to redeem up to 25% of the originally issued aggregate principal amount
of the New Notes, at a redemption price in cash equal to 110 3/8% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the date of redemption; provided, however, that not less than $75 million in
aggregate principal amount of Notes is outstanding following such redemption.
Notice of any such redemption must be given not later than 60 days after the
consummation of the Public Equity Offering.
As used in the preceding paragraph, a "Public Equity Offering" means an
underwritten public offering of Capital Stock (other than Redeemable Capital
Stock) of the Company made on a primary basis by the Company pursuant to a
registration statement filed with and declared effective by the Commission in
accordance with the Securities Act resulting in net cash proceeds to the Company
(after deducting any underwriting discounts and commissions) of at least $50
million.
Selection and Notice. In the event that less than all of the New Notes are
to be redeemed at any time, selection of New Notes for redemption shall be made
by the Trustee in compliance with the requirements of the principal national
securities exchange, if any, on which the New Notes are listed or, if the New
Notes are not listed on a national securities exchange, on a pro rata basis, by
lot or by such method as the Trustee will deem fair and appropriate; provided,
however, that no New Notes of a principal amount of $1,000 or less shall be
redeemed in part; provided, further, however, that any such redemption made with
the net proceeds of a Public Equity Offering shall be made on a pro rata basis
or on as nearly a pro rata basis as practicable (subject to the procedures of
The Depository Trust Company or any other depositary). Notice of redemption will
be mailed by first class mail at least 30 but not more than 60 days before the
redemption date to each holder of New Notes to be redeemed at its registered
address. If any New Note is to be redeemed in part only, the notice of
redemption that relates to such New Note will state the portion of the principal
amount thereof to be redeemed. A New Note in a principal amount equal to the
unredeemed portion thereof will be issued in the name of the holder thereof upon
cancellation of the Old Note. On and after the redemption date, interest will
cease to accrue on Notes or portions thereof called for redemption so long as
the Company has deposited with the paying agent for the New Notes funds in
satisfaction of the applicable redemption price pursuant to the Indenture.
CHANGE OF CONTROL
The Indenture provides that, following the occurrence of a Change of
Control (the date of such occurrence being the "Change of Control Date"), the
Company will be obligated, within 20 days after the Change of Control Date, to
make an offer to purchase (a "Change of Control Offer") all of the then
outstanding New Notes at a purchase price (the "Change of Control Purchase
Price") in cash equal to 101% of the principal amount thereof, plus accrued and
unpaid interest thereon, if any, to the purchase date. The Company will be
required to purchase all New Notes properly tendered into the Change of Control
Offer and not withdrawn.
In order to effect such Change of Control Offer, the Company will, not
later than the 20th business day after the Change of Control Date, be obligated
to mail to each holder of New Notes notice of the Change of Control Offer, which
notice will govern the terms of the Change of Control Offer and will state,
among other things, the procedures that holders must follow to accept the Change
of Control Offer. The Change of Control Offer will be required to be kept open
for a period of at least 20 business days.
If a Change of Control Offer is made, there can be no assurance that the
Company will have available funds sufficient to pay the purchase price for all
of the New Notes that might be tendered by holders of New Notes seeking to
accept the Change of Control Offer. If the Company fails to repurchase all of
the New Notes tendered for purchase, such failure will constitute an Event of
Default under the Indenture. See "- Events of Default" below.
The Company shall comply, to the extent applicable, with the requirements
of Section 14(e) of the Exchange Act, and any other applicable securities laws
or regulations and any applicable requirements
56
<PAGE>
of any securities exchange on which the Notes are listed, in connection with the
repurchase of Notes pursuant to a Change of Control Offer, and any violation of
the provisions of the Indenture relating to such Change of Control Offer
occurring as a result of such compliance shall not be deemed a Default.
CERTAIN COVENANTS
The Indenture contains the following covenants, among others:
Limitation on Indebtedness. The Company shall not, and shall not cause or
permit any of the Restricted Subsidiaries to, directly or indirectly, create,
incur, assume, issue, guarantee or in any manner become liable for or with
respect to, contingently or otherwise (in each case, to "incur"), the payment of
any Indebtedness (including any Acquired Indebtedness); provided, however, that
(i) the Company may incur Indebtedness (including Acquired Indebtedness) and
(ii) a Restricted Subsidiary may incur Acquired Indebtedness, if, in either
case, immediately after giving pro forma effect thereto, the Consolidated Fixed
Charge Coverage Ratio of the Company is at least equal to (i) if the date of
such incurrence is on or prior to December 31, 2000, 2.00:1.0, and (ii) if the
date of such incurrence is after December 31, 2000, 2.25:1.0.
Notwithstanding the foregoing, the Company and, to the extent specifically
set forth below, the Restricted Subsidiaries may incur each and all of the
following (collectively, "Permitted Indebtedness"):
(i) Indebtedness of the Company under the New Revolving Credit
Facility in an aggregate principal amount at any time outstanding not to
exceed $20.0 million (it being understood that additional Indebtedness may
be incurred under the New Revolving Credit Facility pursuant to other
provisions of this covenant);
(ii) Indebtedness of the Company or any Guarantor under the Indenture
and the Notes;
(iii) Indebtedness of the Company or any Restricted Subsidiary not
otherwise referred to in this paragraph that is outstanding on the issue
date of the Old Notes ("Issue Date"), except Indebtedness to be repaid in
connection with the issuance of the Old Notes;
(iv) Indebtedness of the Company or any Restricted Subsidiary in
respect of performance bonds, bankers' acceptances, letters of credit of
the Company or any Restricted Subsidiary and surety bonds provided by the
Company or any Restricted Subsidiary in the ordinary course of business,
not to exceed $10.0 million in the aggregate at any time outstanding;
(v) Indebtedness of any Restricted Subsidiary owed to and held by the
Company or any Restricted Subsidiary, and Indebtedness of the Company owed
to and held by any Restricted Subsidiary which is unsecured and
subordinated in right of payment to the payment and performance of the
Company's obligations under the Indenture and the New Notes; provided,
however, that an incurrence of Indebtedness that is not permitted by this
clause (v) shall be deemed to have occurred upon (a) any sale or other
disposition of any Indebtedness of the Company or any Restricted Subsidiary
referred to in this clause (v) to a Person (other than the Company or any
Restricted Subsidiary), (b) any sale or other disposition of Capital Stock
of any Restricted Subsidiary which holds Indebtedness of the Company or
another Restricted Subsidiary such that such Restricted Subsidiary ceases
to be a Restricted Subsidiary and (c) the designation of a Restricted
Subsidiary which holds Indebtedness of the Company or any other Restricted
Subsidiary as an Unrestricted Subsidiary;
(vi) any guarantee of Indebtedness by a Restricted Subsidiary incurred
in compliance with the covenant described under "- Limitations on
Guarantees by Restricted Subsidiaries;"
(vii) Interest Rate Protection Obligations of the Company or any
Restricted Subsidiary covering Indebtedness of the Company or such
Restricted Subsidiary (which Indebtedness (a) bears interest at fluctuating
interest rates and (b) is otherwise permitted to be incurred under this
covenant) to the extent the notional principal amount of such Interest Rate
Protection
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Obligations does not exceed the principal amount of the Indebtedness to
which such Interest Rate Protection Obligations relate;
(viii) Indebtedness of the Company or any Restricted Subsidiary under
Currency Agreements relating to (a) Indebtedness of the Company or such
Restricted Subsidiary and/or (b) obligations to purchase or sell assets or
properties, in each case, incurred in the ordinary course of business of
the Company; provided, however, that such Currency Agreements do not
increase the Indebtedness or other obligations of the Company outstanding
other than as a result of fluctuations in foreign currency exchange rates
or by reason of fees, indemnities and compensation payable thereunder;
(ix) Purchase Money Indebtedness and Capitalized Lease Obligations of
the Company or any Restricted Subsidiary not to exceed $10.0 million in the
aggregate outstanding at any time;
(x) (a) Indebtedness of the Company or any Guarantor to the extent the
proceeds thereof are used to Refinance Indebtedness of the Company or any
Guarantor or any Restricted Subsidiary and (b) Indebtedness of any
Restricted Subsidiary that is not a Guarantor to the extent the proceeds
thereof are used to Refinance Indebtedness of any Restricted Subsidiary
that is not a Guarantor, in each case incurred under the first paragraph of
this covenant or Indebtedness referred to under clause (iii) (other than
the Indebtedness to be repaid as described under "Use of Proceeds") of this
paragraph; provided, however, that, in the case of either clause (a) or
(b), (1) the principal amount of Indebtedness incurred pursuant to this
clause (x) (or, if such Indebtedness provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof, the original issue price of such
Indebtedness) shall not exceed the sum of the principal amount of
Indebtedness so refinanced (or, if such Indebtedness provides for an amount
less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof, the original issue
price of such Indebtedness, plus any accreted value attributable thereto
since the original issuance of such Indebtedness), plus the amount of any
premium required to be paid in connection with such Refinancing pursuant to
the terms of such Indebtedness or the amount of any premium reasonably
determined by the Company or a Restricted Subsidiary, as applicable, as
necessary to accomplish such Refinancing by means of a tender offer or
privately negotiated purchase, plus the amount of expenses in connection
therewith; and (2) Indebtedness incurred pursuant to this clause (x) shall
not reduce the Average Life to Stated Maturity of the Indebtedness so
refinanced; and
(xi) in addition to the items referred to in clauses (i) through (x)
above, additional Indebtedness of the Company or any Restricted Subsidiary
not to exceed an aggregate principal amount at any time outstanding of
$10.0 million.
Limitation on Restricted Payments. The Company shall not, and shall not
cause or permit any of the Restricted Subsidiaries to, directly or indirectly:
(i) declare or pay any dividend or make any other distribution or
payment on or in respect of Capital Stock of the Company or any Restricted
Subsidiary or any payment made to the direct or indirect holders (in their
capacities as such) of Capital Stock of the Company or any Restricted
Subsidiary (other than dividends or distributions made to the Company or a
Restricted Subsidiary and dividends and distributions payable solely in
Capital Stock of the Company (other than Redeemable Capital Stock) or in
rights to purchase Capital Stock of the Company (other than Redeemable
Capital Stock)); or
(ii) purchase, redeem, defease or otherwise acquire or retire for
value any Capital Stock of the Company or any Restricted Subsidiary (other
than any such Capital Stock owned by the Company or a Restricted
Subsidiary); or
(iii) make any principal payment on, or purchase, defease, repurchase,
redeem or otherwise acquire or retire for value, prior to any scheduled
maturity, scheduled repayment, scheduled sinking fund payment or other
Stated Maturity, any Subordinated Indebtedness (other than any Subordinated
Indebtedness owed to and held by the Company or a Restricted Subsidiary);
or
58
<PAGE>
(iv) make any Investment (other than a Permitted Investment) in any
Person (other than in the Company, any Restricted Subsidiary or a Person
that becomes a Restricted Subsidiary, or is merged with or into or
consolidated with the Company or a Restricted Subsidiary (provided the
Company or a Restricted Subsidiary is the survivor), as a result of or in
connection with such Investment)
(each such payment or Investment (other than an exception thereto) described in
the preceding clauses (i), (ii), (iii) and (iv) is referred to as a "Restricted
Payment"), unless, at the time of and after giving effect to the proposed
Restricted Payment (the amount of any such Restricted Payment, if other than in
cash, shall be the Fair Market Value of the asset(s) proposed to be transferred
by the Company or such Restricted Subsidiary, as the case may be, pursuant to
such Restricted Payment):
(A) no Default shall have occurred and be continuing;
(B) the Company could incur $1.00 of additional Indebtedness (other
than Permitted Indebtedness) under the "Limitation on Indebtedness"
covenant described above; and
(C) the aggregate amount of all Restricted Payments declared or made
from and after the Issue Date would not exceed the sum of (1) 50% of
cumulative Consolidated Net Income of the Company during the period
(treated as one accounting period) beginning on the Issue Date and ending
on the last day of the fiscal quarter of the Company immediately preceding
the date of such proposed Restricted Payment for which consolidated
financial information of the Company is available (or, if such cumulative
Consolidated Net Income of the Company for such period shall be a deficit,
minus 100% of such deficit), plus (2) the aggregate net cash proceeds
received by the Company either (x) as capital contributions in the form of
common equity to the Company after the Issue Date or (y) from the issuance
or sale of Capital Stock (excluding Redeemable Capital Stock but including
Capital Stock issued upon the conversion of convertible Indebtedness, in
exchange for outstanding Indebtedness or from the exercise of options,
warrants or rights to purchase Capital Stock (other than Redeemable Capital
Stock)) of the Company to any Person (other than to a Restricted Subsidiary
of the Company) after the Issue Date (excluding the net cash proceeds from
any issuance and sale of Capital Stock financed, directly or indirectly,
using funds borrowed from the Company or any Restricted Subsidiary until
and to the extent such borrowing is repaid), plus (3) in the case of the
disposition or repayment of any Investment constituting a Restricted
Payment made after the Issue Date, an amount (to the extent not included in
Consolidated Net Income and to the extent such disposition or repayment
does not reduce the amount of Investments outstanding under clause (viii)
of the second succeeding paragraph hereunder) equal to the lesser of the
return of capital with respect to such Investment and the initial amount of
such Investment which was treated as a Restricted Payment, in either case,
less the cost of the disposition of such Investment and net of taxes, plus
(4) so long as the Designation thereof was treated as a Restricted Payment
made after the Issue Date, with respect to any Unrestricted Subsidiary that
has been redesignated as a Restricted Subsidiary after the Issue Date in
accordance with "- Limitation on Designations of Unrestricted Subsidiaries"
below, the Fair Market Value of the Company's interest in such Subsidiary
calculated in accordance with GAAP, provided that such amount shall not in
any case exceed the Designation Amount with respect to such Restricted
Subsidiary upon its Designation, minus (5) the Designation Amount (measured
as of the date of Designation) with respect to any Subsidiary of the
Company which has been designated as an Unrestricted Subsidiary after the
Issue Date in accordance with "- Limitation on Designations of Unrestricted
Subsidiaries" below.
For purposes of the preceding clause (C)(2), upon the issuance of Capital
Stock either from the conversion of convertible Indebtedness or exchange for
outstanding Indebtedness or upon the exercise of options, warrants or rights,
the amount counted as net cash proceeds received will be the cash amount
received by the Company at the original issuance of the Indebtedness that is so
converted or exchanged or from the issuance of options, warrants or rights, as
the case may be, plus the incremental amount of cash received by the Company, if
any, upon the conversion, exchange or exercise thereof.
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None of the foregoing provisions of this covenant will prohibit (i) the
payment of any dividend within 60 days after the date of its declaration, if at
the date of declaration such payment would be permitted by the provisions of the
Indenture; (ii) so long as no Default shall have occurred and be continuing or
would arise therefrom, the redemption, repurchase or other acquisition or
retirement of any shares of any class of Capital Stock of the Company in
exchange for, or out of the net cash proceeds of, a substantially concurrent
issue and sale of other shares of Capital Stock (other than Redeemable Capital
Stock) of the Company to any Person (other than to a Restricted Subsidiary);
provided, however, that any such net proceeds and the value of any Capital Stock
issued in exchange for such retired Capital Stock are excluded from clause
(C)(2) of the second preceding paragraph; (iii) so long as no Default shall have
occurred and be continuing or would arise therefrom, any redemption, repurchase
or other acquisition or retirement of Subordinated Indebtedness made by exchange
for, or out of the net cash proceeds of, a substantially concurrent issue and
sale of (A) Capital Stock (other than Redeemable Capital Stock) of the Company
to any Person (other than to a Restricted Subsidiary); provided, however, that
any such net cash proceeds and the value of any Capital Stock issued in exchange
for Subordinated Indebtedness are excluded from clause (C)(2) of the second
preceding paragraph; or (B) Indebtedness of the Company or any Guarantor so long
as such Indebtedness (1) is subordinated to the Notes and the Note Guarantees of
such Guarantor, as the case may be, at least to the same extent as the
Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased,
acquired or retired, (2) has no Stated Maturity earlier than the Stated Maturity
for the final scheduled principal payment of the Notes and (3) shall not reduce
the Average Life to Stated Maturity of the Subordinated Indebtedness so
redeemed, repurchased, acquired or retired; (iv) Investments constituting
Restricted Payments made as a result of the receipt of non-cash consideration
from any Asset Sale made pursuant to and in compliance with the covenant "-
Disposition of Proceeds of Asset Sales"; (v) the purchase, redemption or other
acquisition, cancellation or retirement for value of Capital Stock, or options,
warrants, equity appreciation rights or other rights to purchase or acquire
Capital Stock, of the Company or any Restricted Subsidiary, or similar
securities, held by officers or employees or former officers or employees of the
Company or any Restricted Subsidiary (or their estates or beneficiaries under
their estates), upon death, disability, retirement or termination of employment,
not to exceed $1.0 million in any consecutive 12-month period; (vi) the payment
of dividends on the Outstanding Preferred Stock as required pursuant to the
terms of the Company's Articles of Incorporation as in effect on the Issue Date;
(vii) the redemption of shares of the Company's Series A Preferred Stock, no par
value per share, outstanding on the Issue Date required by the holder thereof
after August 1, 2002 pursuant to the Company's Articles of Incorporation as in
effect on the Issue Date; or (viii) Investments not to exceed $5.0 million in
the aggregate outstanding at any time. In computing the amount of Restricted
Payments previously made for purposes of clause (C) of the second preceding
paragraph, Restricted Payments under the immediately preceding clauses (i),
(iv), (v), (vi), (vii) and (viii) shall be included.
Limitation on Transactions with Affiliates. The Company shall not, and
shall not cause or permit any of the Restricted Subsidiaries to, directly or
indirectly, conduct any business or enter into or suffer to exist any
transaction or series of related transactions with, or for the benefit of, any
of their respective Affiliates or any beneficial holder of 10% or more of any
class of Capital Stock of the Company or any officer, director or employee of
the Company or any Restricted Subsidiary (each, an "Affiliate Transaction"),
unless (i) such Affiliate Transaction is on terms that are no less favorable to
the Company or the Restricted Subsidiary, as the case may be, than those which
could have been obtained in a comparable transaction at such time from Persons
who do not have such a relationship, (ii) with respect to any Affiliate
Transaction or series of Affiliate Transactions involving aggregate payments or
value equal to or greater than $1.0 million, the Company shall have delivered an
officers' certificate to the Trustee certifying that such Affiliate Transaction
or series of Affiliate Transactions has been approved by a majority of the Board
of Directors of the Company, including a majority of the disinterested directors
of the Board of Directors of the Company, and (iii) with respect to any
Affiliate Transaction or series of Affiliate Transactions involving aggregate
payments or value equal to or greater than $5.0 million, the Company shall have
obtained a written opinion from an Independent Financial Advisor stating that
the terms of such Affiliate Transaction or series of Affiliate Transactions
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are fair, from a financial point of view, to the Company or the Restricted
Subsidiary involved, as the case may be.
Notwithstanding the foregoing, the restrictions set forth in this covenant
shall not apply to (i) transactions with or among the Company and the Restricted
Subsidiaries; (ii) customary directors' fees, indemnification and similar
arrangements, consulting fees, employee salaries, bonuses or employment
agreements, compensation or employee benefit arrangements and incentive
arrangements with any officer, director or employee of the Company or any
Restricted Subsidiary entered into in the ordinary course of business (including
customary benefits thereunder) and payments under any indemnification
arrangements permitted by applicable law; (iii) the issue and sale by the
Company to its stockholders of Capital Stock (other than Redeemable Capital
Stock); (iv) any dividends made in compliance with "- Limitation on Restricted
Payments" above; (v) loans and advances to officers, directors and employees of
the Company or any Restricted Subsidiary for travel, entertainment, moving and
other relocation expenses, in each case made in the ordinary course of business;
(vi) the incurrence of intercompany Indebtedness permitted pursuant to clause
(v) of the second paragraph of "- Limitation on Indebtedness" above; (vii)
Affiliate Transactions consummated prior to the Issue Date and any renewal or
replacement thereof on terms and conditions no less favorable in any respect
than that existing on the Issue Date; (viii) payments to George McFadden
pursuant to the Consulting Agreement (as in effect on the Issue Date) not to
exceed $1.25 million in any fiscal year (exclusive of reimbursement of expenses)
of; (ix) loans and advances to David R. Hamilton made after the Issue Date not
to exceed $350,000 in the aggregate at any one time outstanding; and (x)
payments to Acumen Consulting Group, Inc. as required by and pursuant to the
terms of the Service Agreement (as in effect on the Issue Date).
Disposition of Proceeds of Asset Sales. The Company shall not, and shall
not cause or permit any Restricted Subsidiary to, directly or indirectly, make
any Asset Sale, unless (i) the Company or such Restricted Subsidiary, as the
case may be, receives consideration at the time of such Asset Sale at least
equal to the Fair Market Value of the assets sold or otherwise disposed of and
(ii) at least 85% of such consideration consists of (A) cash or Cash
Equivalents, (B) properties and capital assets to be used in the same line of
business being conducted by the Company or any Restricted Subsidiary on the
Issue Date or (C) Capital Stock in any Person which thereby becomes a Restricted
Subsidiary whose assets consist primarily of properties and capital assets used
in the same line of business being conducted by the Company or any Restricted
Subsidiary on the Issue Date. The amount of any (i) Indebtedness (other than any
Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is
actually assumed by the transferee in such Asset Sale and from which the Company
and the Restricted Subsidiaries are fully released shall be deemed to be cash
for purposes of determining the percentage of cash consideration received by the
Company or the Restricted Subsidiaries and (ii) notes or other similar
obligations received by the Company or the Restricted Subsidiaries from such
transferee that are converted, sold or exchanged within thirty days of the
related Asset Sale by the Company or the Restricted Subsidiaries into cash shall
be deemed to be cash, in an amount equal to the net cash proceeds realized upon
such conversion, sale or exchange for purposes of determining the percentage of
cash consideration received by the Company or the Restricted Subsidiaries.
The Company or such Restricted Subsidiary, as the case may be, may (i)
apply the Net Cash Proceeds of any Asset Sale within 365 days of receipt thereof
to (x) repay Indebtedness of the Company or any Restricted Subsidiary which is
secured by a Lien on the assets or property of the Company or a Restricted
Subsidiary which was the subject of such Asset Sale and permanently reduce any
related commitment or (y) repay any Indebtedness (other than Subordinated
Indebtedness and other than any Indebtedness owed to the Company or any
Restricted Subsidiary) of the Company or any Guarantor in an amount not to
exceed the Other Senior Debt Pro Rata Share and permanently reduce any related
commitment, or (ii) commit in writing to acquire, construct or improve
properties and capital assets to be used in the same line of business as being
conducted by the Company or any Restricted Subsidiary on the Issue Date and so
apply such Net Cash Proceeds within 365 days after the receipt thereof.
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To the extent all or part of the Net Cash Proceeds of any Asset Sale are
not applied, or the Company determines not to so apply such Net Cash Proceeds,
within 365 days of such Asset Sale as described in clause (i) or (ii) of the
immediately preceding paragraph (such Net Cash Proceeds, the "Unutilized Net
Cash Proceeds"), the Company shall, within 20 days after such 365th day or at
any earlier time after such Asset Sale, make an offer to purchase (the "Asset
Sale Offer") all outstanding Notes up to a maximum principal amount (expressed
as a multiple of $1,000) of Notes equal to such Unutilized Net Cash Proceeds, at
a purchase price in cash equal to 100% of the principal amount thereof, plus
accrued and unpaid interest thereon, if any, to the Purchase Date; provided,
however, that the Asset Sale Offer may be deferred until there are aggregate
Unutilized Net Cash Proceeds equal to or in excess of $10.0 million, at which
time the entire amount of such Unutilized Net Cash Proceeds, and not just the
amount in excess of $10.0 million, shall be applied as required pursuant to this
paragraph. An Asset Sale Offer will be required to be kept open for a period of
at least 20 business days.
With respect to any Asset Sale Offer effected pursuant to this covenant,
among the Notes, to the extent the aggregate principal amount of Notes tendered
pursuant to such Asset Sale Offer exceeds the Unutilized Net Cash Proceeds to be
applied to the repurchase thereof, such Notes shall be purchased pro rata based
on the aggregate principal amount of such Notes tendered by each Holder. To the
extent the Unutilized Net Cash Proceeds exceed the aggregate amount of Notes
tendered by the Holders of the Notes pursuant to such Asset Sale Offer, the
Company may retain and utilize any portion of the Unutilized Net Cash Proceeds
not applied to repurchase the Notes for any purpose consistent with the other
terms of the Indenture.
In the event that the Company makes an Asset Sale Offer, the Company shall
comply, to the extent applicable, with the requirements of Section 14(e) of the
Exchange Act, and any other applicable securities laws or regulations and any
applicable requirements of any securities exchange on which the Notes are
listed, and any violation of the provisions of the Indenture relating to such
Asset Sale Offer occurring as a result of such compliance shall not be deemed a
Default.
Limitation on Liens. The Company shall not, and shall not cause or permit
any Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien
(except Permitted Liens) of any kind, upon any of its property or assets,
whether now owned or acquired after the Issue Date, or any proceeds therefrom,
or assign or convey any right to receive income therefrom; provided, however,
the Company or any Guarantor may secure either (i) Subordinated Indebtedness, if
the Notes, in the case of the Company, and the Note Guarantee, in the case of a
Restricted Subsidiary that is a Guarantor, are secured by a Lien on such
property, assets or proceeds that is senior in priority to the Lien securing
such Subordinated Indebtedness or (ii) any other Indebtedness, if the New Notes,
in the case of the Company, and the Note Guarantee, in the case of a Restricted
Subsidiary that is a Guarantor, are equally and ratably secured thereby.
Limitation on Guarantees by Restricted Subsidiaries. The Company shall not
cause or permit any of the Domestic Subsidiaries, directly or indirectly, to
guarantee the payment of any Indebtedness of the Company ("Other Indebtedness")
unless such Domestic Subsidiary (A) is a Guarantor or (B) simultaneously
executes and delivers a supplemental indenture to the Indenture pursuant to
which it will become a Guarantor under the Indenture; provided, however, that if
such Other Indebtedness is (i) pari passu in right of payment with the New
Notes, the Note Guarantee of such Domestic Subsidiary shall be pari passu in
right of payment with the guarantee of the Other Indebtedness; or (ii)
Subordinated Indebtedness, the Note Guarantee of such Domestic Subsidiary shall
be senior in right of payment to the guarantee of the Other Indebtedness (which
guarantee of such Subordinated Indebtedness shall provide that such guarantee is
subordinated to the Note Guarantee of such Domestic Subsidiary to the same
extent and in the same manner as the Other Indebtedness is subordinated to the
Notes); provided, further, however, that each Domestic Subsidiary issuing a Note
Guarantee will be automatically and unconditionally released and discharged from
its obligations under such Note Guarantee upon the release or discharge of the
guarantee of the Other Indebtedness that resulted in the creation of such Note
Guarantee, except a discharge or release by, or as a result of, any payment
under the guarantee of such Other Indebtedness by such Domestic Subsidiary.
Notwithstanding the
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foregoing, but subject to the requirements of "- Consolidation, Merger, Sale of
Assets, Etc.," any Note Guarantee by a Domestic Subsidiary shall be
automatically and unconditionally released and discharged upon any sale,
exchange or transfer, to any Person not an Affiliate of the Company, of all of
the Capital Stock of such Domestic Subsidiary, or all or substantially all the
assets of such Restricted Subsidiary, pursuant to a transaction which is in
compliance with the Indenture (including, but not limited to, the covenant
described in "- Disposition of Proceeds of Asset Sales" above). The Company may,
at any time, cause a Domestic Subsidiary to become a Guarantor by executing and
delivering a supplemental indenture providing for the guarantee of payment of
the New Notes by such Domestic Subsidiary on the basis provided in the
Indenture.
Restrictions on Preferred Stock of Restricted Subsidiaries. The Company
shall not sell, and shall not cause or permit any of the Restricted Subsidiaries
to issue, any Preferred Stock of any Restricted Subsidiary (other than to the
Company or to a Wholly-Owned Restricted Subsidiary) or permit any Person (other
than the Company or a Wholly-Owned Restricted Subsidiary) to own any Preferred
Stock of any Restricted Subsidiary.
Limitation on Dividends and Other Payment Restrictions Affecting Restricted
Subsidiaries. The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, create or otherwise cause or
suffer to exist, or enter into any agreement with any Person that would cause to
become effective, any consensual encumbrance or restriction of any kind, on the
ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise,
or make any other distribution on or in respect of its Capital Stock or any
other interest or participation in, or measured by, its profits, to the Company
or any other Restricted Subsidiary, (b) pay any Indebtedness owed to the Company
or any other Restricted Subsidiary, (c) make loans or advances to, or guarantee
any Indebtedness or other obligations of, the Company or any other Restricted
Subsidiary or (d) transfer any of its property or assets to the Company or any
other Restricted Subsidiary, except any encumbrance or restriction (i) existing
under the New Revolving Credit Facility as in effect on the Issue Date relating
to assets subject to a Lien created thereby; (ii) with respect to a Restricted
Subsidiary that is not a Restricted Subsidiary on the Issue Date, in existence
at the time such Person becomes a Restricted Subsidiary (but not created in
contemplation thereof); provided, however, that such encumbrances and
restrictions are not applicable to the Company or any other Restricted
Subsidiary, or the properties or assets of the Company or any other Restricted
Subsidiary; (iii) customary non-assignment provisions in leases entered into in
the ordinary course of business and consistent with past practices; (iv)
Purchase Money Indebtedness for property acquired in the ordinary course of
business that only imposes encumbrances and restrictions on the property so
acquired; (v) any agreement for the sale or disposition of the Capital Stock or
assets of any Restricted Subsidiary; provided, however, that such encumbrances
and restrictions described in this clause (v) are only applicable to such
Restricted Subsidiary or assets, as applicable, and any such sale or disposition
is made in compliance with "- Disposition of Proceeds of Asset Sales" above to
the extent applicable thereto; and (vi) any encumbrance or restriction existing
under any agreement that Refinances the agreements containing the encumbrance or
restrictions in the foregoing clauses (i) and (ii); provided, however, that the
terms and conditions of any such restrictions permitted under this clause (vi)
are not materially less favorable to the holders of the New Notes than those
under or pursuant to the agreement evidencing the Indebtedness Refinanced.
Limitation on Designations of Unrestricted Subsidiaries. The Company may
designate after the Issue Date any Subsidiary (other than a Guarantor) as an
"Unrestricted Subsidiary" under the Indenture (a "Designation") only if:
(i) no Default shall have occurred and be continuing at the time of or
after giving effect to such Designation;
(ii) the Company would be permitted to make an Investment (other than
a Permitted Investment) at the time of Designation (assuming the
effectiveness of such Designation) pursuant to the first paragraph of "-
Limitation on Restricted Payments" above in an amount (the "Designation
Amount") equal to the Fair Market Value of the Company's interest in such
Subsidiary on such date calculated in accordance with GAAP; and
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(iii) the Company would be permitted under the Indenture to incur
$1.00 of additional Indebtedness (other than Permitted Indebtedness)
pursuant to the covenant described under "-Limitation on Indebtedness" at
the time of such Designation (assuming the effectiveness of such
Designation).
In the event of any such Designation, the Company shall be deemed to have
made an Investment constituting a Restricted Payment pursuant to the covenant "-
Limitation on Restricted Payments" for all purposes of the Indenture in the
Designation Amount.
The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, at any time (x) provide credit support for or subject any of its
property or assets (other than the Capital Stock of any Unrestricted Subsidiary)
to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary
(including any undertaking, agreement or instrument evidencing such
Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any
Unrestricted Subsidiary or (z) be directly or indirectly liable for any
Indebtedness which provides that the holder thereof may (upon notice, lapse of
time or both) declare a default thereon or cause the payment thereof to be
accelerated or payable prior to its final scheduled maturity upon the occurrence
of a default with respect to any Indebtedness of any Unrestricted Subsidiary
(including any right to take enforcement action against such Unrestricted
Subsidiary), except any non-recourse guarantee given solely to support the
pledge by the Company or any Restricted Subsidiary of the Capital Stock of an
Unrestricted Subsidiary. No Unrestricted Subsidiary shall at any time guarantee
or otherwise provide credit support for any obligation of the Company or any
Restricted Subsidiary. All Subsidiaries of Unrestricted Subsidiaries shall
automatically be deemed to be Unrestricted Subsidiaries.
The Company may revoke any Designation of a Subsidiary as an Unrestricted
Subsidiary (a "Revocation") if:
(i) no Default shall have occurred and be continuing at the time of
and after giving effect to such Revocation;
(ii) all Liens and Indebtedness of such Unrestricted Subsidiary
outstanding immediately following such Revocation would, if incurred at
such time, have been permitted to be incurred for all purposes of the
Indenture; and
(iii) any transaction (or series of related transactions) between such
Subsidiary and any of its Affiliates that occurred while such Subsidiary
was an Unrestricted Subsidiary would be permitted by "- Limitation on
Transactions with Affiliates" above as if such transaction (or series of
related transactions) had occurred at the time of such Revocation.
All Designations and Revocations must be evidenced by Board Resolutions of
the Company delivered to the Trustee certifying compliance with the foregoing
provisions.
Reporting Requirements. For so long as the New Notes are outstanding,
whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange
Act, or any successor provision thereto, the Company shall file with the
Commission (if permitted by Commission practice and applicable law and
regulations) the annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to such
Section 13(a) or 15(d) or any successor provision thereto if the Company were so
subject, such documents to be filed with the Commission on or prior to the
respective dates (the "Required Filing Dates") by which the Company would have
been required so to file such documents if the Company were so subject. The
Company shall also in any event (a) within 15 days after each Required Filing
Date (whether or not permitted or required to be filed with the Commission) (i)
transmit (or cause to be transmitted) by mail to all holders of Notes, as their
names and addresses appear in the Note register, without cost to such Holders,
and (ii) file with the Trustee, copies of the annual reports, quarterly reports
and other documents which the Company is required to file with the Commission
pursuant to the preceding sentence, or, if such filing is not so permitted,
information and data of a similar nature, and (b) if, notwithstanding the
preceding sentence, filing such documents by the Company with the Commission is
not permitted by Commission practice or applicable law or regulations, promptly
upon written request supply copies of
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such documents to any holder of New Notes. In addition, for so long as any New
Notes remain outstanding, the Company will furnish to the holders of New Notes
and to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act, and, to any beneficial holder of New Notes, if not obtainable
from the Commission, information of the type that would be filed with the
Commission pursuant to the foregoing provisions, upon the request of any such
holder.
CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.
The Indenture provides that the Company shall not, in any transaction or
series of related transactions, merge or consolidate with or into, or sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all
of its properties and assets as an entirety to, any Person or Persons, and the
Company shall not permit any of the Restricted Subsidiaries to enter into any
such transaction or series of related transactions if such transaction or series
of related transactions, in the aggregate, would result in a sale, assignment,
conveyance, transfer, lease or other disposition of all or substantially all of
the properties and assets of the Company and the Restricted Subsidiaries
(determined on a consolidated basis for the Company and the Restricted
Subsidiary), to any Person or Persons, unless at the time and after giving
effect thereto (i) either (A)(1) if the transaction or transactions is a merger
or consolidation involving the Company, the Company shall be the Surviving
Person of such merger or consolidation or (2) if the transaction or transactions
is a merger or consolidation involving a Restricted Subsidiary, such Restricted
Subsidiary shall be the Surviving Person of such merger or consolidation, or
(B)(1) the Surviving Person shall be a corporation organized and existing under
the laws of the United States of America, any State thereof or the District of
Columbia and (2)(x) in the case of a transaction involving the Company, the
Surviving Person shall expressly assume by a supplemental indenture executed and
delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of the Company under the Notes and the Indenture and the
Registration Rights Agreement, and in each case, the Indenture and the
Registration Rights Agreement shall remain in full force and effect, or (y) in
the case of a transaction involving a Restricted Subsidiary that is a Guarantor,
the Surviving Person shall expressly assume by a supplemental indenture executed
and delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of such Restricted Subsidiary under its Note Guarantee and the
Indenture and the Registration Rights Agreement, and in each case, such
Indenture and the Registration Rights Agreement shall remain in full force and
effect; (ii) immediately after giving effect to such transaction or series of
related transactions on a pro forma basis, no Default shall have occurred and be
continuing; (iii) the Company, or the Surviving Person, as the case may be,
immediately after giving effect to such transaction or series of related
transactions on a pro forma basis (including, without limitation, any
Indebtedness incurred or anticipated to be incurred in connection with or in
respect of such transaction or series of transactions), could incur $1.00 of
additional Indebtedness (other than Permitted Indebtedness) under the "-
Limitation on Indebtedness" covenant described above; and (iv) immediately after
giving effect to such transaction or series of related transactions on a pro
forma basis, the Company, or the Surviving Person, as the case may be, shall
have a Consolidated Net Worth not less than the Consolidated Net Worth of the
Company immediately prior to such transaction or series of related transactions.
No Guarantor (other than a Guarantor whose Note Guarantee is to be released
in accordance with the terms of its Note Guarantee and the Indenture as provided
in the second sentence under "- Certain Covenants - Limitation on Guarantees by
Restricted Subsidiaries" above) shall, in any transaction or series of related
transactions, consolidate with or merge with or into another Person, whether or
not such Person is affiliated with such Guarantor and whether or not such
Guarantor is the Surviving Person, unless (i) the Surviving Person (if other
than such Guarantor) is a corporation organized and validly existing under the
laws of the United States, any State thereof or the District of Columbia; (ii)
the Surviving Person (if other than such Guarantor) expressly assumes by a
supplemental indenture all the obligations of such Guarantor under its Note
Guarantee and the performance and observance of every covenant of the Indenture
and the Registration Rights Agreement to be performed or observed by such
Guarantor; (iii) immediately after giving effect to such transaction or series
of related transactions
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on a pro forma basis, no Default shall have occurred and be continuing; and (iv)
immediately after giving effect to such transaction or series of related
transactions on a pro forma basis, such Guarantor, or the Surviving Person, as
the case may be, shall have a Consolidated Net Worth not less than the
Consolidated Net Worth of such Guarantor immediately prior to such transaction
or series of related transactions.
In connection with any consolidation, merger, transfer, lease or other
disposition contemplated hereby, the Company shall deliver, or cause to be
delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an officers' certificate and an opinion of counsel, each stating that
such consolidation, merger, transfer, lease or other disposition and the
supplemental indenture in respect thereof comply with the requirements under the
Indenture. In addition, each Guarantor, in the case of a transaction described
in the first paragraph hereunder, unless it is the other party to the
transaction or unless its Note Guarantee will be released and discharged in
accordance with its terms as a result of the transaction, will be required to
confirm, by supplemental indenture, that its Note Guarantee will continue to
apply to the obligations of the Company or the Surviving Person under the
Indenture.
Upon any consolidation or merger of the Company or any Guarantor or any
transfer of all or substantially all of the assets of the Company in accordance
with the foregoing, in which the Company or a Guarantor is not the Surviving
Person, the Surviving Person shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under the Indenture and the Notes
and the Registration Rights Agreement or such Guarantor under the Indenture, the
Note Guarantee of such Guarantor and the Registration Rights Agreement, as the
case may be, with the same effect as if such successor corporation had been
named as the Company or Guarantor, as the case may be, therein; and thereafter,
except in the case of (a) a lease or (b) any sale, assignment, conveyance,
transfer, lease or other disposition to a Restricted Subsidiary of the Company
or such Guarantor, the Company shall be discharged from all obligations and
covenants under the Indenture and the New Notes and such Guarantor shall be
discharged from all obligations and covenants under the Indenture and the Note
Guarantee of such Guarantor, as the case may be.
The Indenture will provide that for all purposes of the Indenture and the
New Notes (including the provision of this covenant and the covenants described
in "- Limitation on Indebtedness", "- Limitation on Restricted Payments" and "-
Limitation on Liens"), Subsidiaries of any Surviving Person shall, upon such
transaction or series of related transactions, become Restricted Subsidiaries
unless and until designated as Unrestricted Subsidiaries pursuant to and in
accordance with "- Limitation on Designations of Unrestricted Subsidiaries" and
all Indebtedness, and all Liens on property or assets, of the Company and the
Restricted Subsidiaries in existence immediately prior to such transaction or
series of related transactions will be deemed to have been incurred upon such
transaction or series of related transactions.
EVENTS OF DEFAULT
The following are "Events of Default" under the Indenture:
(i) default in the payment of the principal of or premium, if any,
when due and payable, on any of the New Notes (at its Stated Maturity, upon
optional redemption, required purchase, sinking fund, scheduled principal
payment or otherwise); or
(ii) default in the payment of an installment of interest on any of
the New Notes, when due and payable, continued for 30 days or more; or
(iii) the Company or any Guarantor fails to comply with any of its
obligations described under "- Consolidation, Merger, Sale of Assets,
Etc.," "- Certain Covenants - Change of Control" or "- Certain Covenants -
Disposition of Proceeds of Asset Sales"; or
(iv) the Company or any Guarantor fails to perform or observe any
other term, covenant or agreement contained in the New Notes, the Note
Guarantees or the Indenture (other than a default specified in (i), (ii) or
(iii) above) for a period of 30 days after written notice of such failure
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requiring the Company to remedy the same shall have been given (x) to the
Company by the Trustee or (y) to the Company and the Trustee by the holders
of 25% in aggregate principal amount of the New Notes then outstanding; or
(v) default or defaults under one or more agreements, indentures or
instruments under which the Company or any Restricted Subsidiary then has
outstanding Indebtedness in excess of $5.0 million individually or in the
aggregate and either (a) such Indebtedness is already due and payable in
full or (b) such default or defaults results in the acceleration of the
maturity of such Indebtedness; or
(vi) any Note Guarantee ceases to be in full force and effect or is
declared null and void or any Guarantor denies that it has any further
liability under any Note Guarantee, or gives notice to such effect (other
than by reason of the termination of the Indenture or the release of any
such Note Guarantee in accordance with "- Certain Covenants - Limitation on
Guarantees by Restricted Subsidiaries"); or
(vii) one or more judgments, orders or decrees of any court or
regulatory or administrative agency for the payment of money in excess of
$5.0 million either individually or in the aggregate shall have been
rendered against the Company or any Restricted Subsidiary or any of their
respective properties and shall not have been discharged and either (a) any
creditor shall have commenced an enforcement proceeding upon such judgment,
order or decree or (b) there shall have been a period of 60 consecutive
days during which a stay of enforcement of such judgment, order or decree,
by reason of a pending appeal or otherwise, shall not be in effect; or
(viii) certain events of bankruptcy, insolvency or reorganization with
respect to the Company or any Material Subsidiary of the Company shall have
occurred; or
(ix) any holder of at least $10.0 million in aggregate principal
amount of Indebtedness of the Company or any Restricted Subsidiary shall
commence judicial proceedings to foreclose upon assets of the Company or
any of its Restricted Subsidiaries having an aggregate Fair Market Value,
individually or in the aggregate, in excess of $10.0 million or shall have
exercised any right under applicable law or applicable security documents
to take ownership of any such assets in lieu of foreclosure.
If an Event of Default (other than as specified in clause (viii) with
respect to the Company), shall occur and be continuing, the Trustee, by notice
to the Company, or the holders of at least 25% in aggregate principal amount of
the Notes then outstanding, by notice to the Trustee and the Company, may
declare the principal of, premium, if any, and accrued interest on all of the
outstanding New Notes due and payable immediately, upon which declaration, all
such amounts payable in respect of the New Notes will become and be immediately
due and payable. If an Event of Default specified in clause (viii) above with
respect to the Company occurs and is continuing, then the principal of, premium,
if any, and accrued interest on all of the outstanding Notes will ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any holder of New Notes.
After a declaration of acceleration, but before a judgment or decree for
payment of the money due has been obtained by the Trustee, the holders of a
majority in aggregate principal amount of the outstanding New Notes, by written
notice to the Company and the Trustee, may rescind such declaration if (a) the
Company has paid or deposited with the Trustee a sum sufficient to pay (i) all
sums paid or advanced by the Trustee under the Indenture and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, (ii) all overdue interest on all New Notes, (iii) the principal of
and premium, if any, on any New Notes which have become due otherwise than by
such declaration of acceleration and interest thereon at the rate borne by the
New Notes, and (iv) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate borne by the New Notes; and (b) all
Events of Default, other than the non-payment of principal of, premium, if any,
and interest on the New Notes that has become due solely by such declaration of
acceleration, have been cured or waived.
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No holder of any of the New Notes has any right to institute any proceeding
with respect to the Indenture or any remedy thereunder, unless the holders of at
least 25% in aggregate principal amount of the outstanding New Notes have made
written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as Trustee under the New Notes and the Indenture, the Trustee
has failed to institute such proceeding within 15 days after receipt of such
notice and the Trustee, within such 15-day period, has not received directions
inconsistent with such written request by holders of a majority in aggregate
principal amount of the outstanding New Notes. Such limitations do not apply,
however, to a suit instituted by a holder of a New Note for the enforcement of
the payment of the principal of, premium, if any, or interest on such New Note
on or after the respective due dates expressed in such New Note.
During the existence of an Event of Default, the Trustee is required to
exercise such rights and powers vested in it under the Indenture and use the
same degree of care and skill in its exercise thereof as a prudent Person would
exercise under the circumstances in the conduct of such Person's own affairs.
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing, the Trustee
under the Indenture is not under any obligation to exercise any of its rights or
powers under the Indenture at the request or direction of any of the holders
unless such holders shall have offered to the Trustee reasonable security or
indemnity. Subject to certain provisions concerning the rights of the Trustee,
the holders of a majority in aggregate principal amount of the outstanding New
Notes have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee under the Indenture.
The Company is required to furnish to the Trustee annual and quarterly
statements as to the performance by the Company and the Guarantors of their
respective obligations under the Indenture and as to any default in such
performance. The Company is also required to notify the Trustee within five
business days of any event which is, or after notice or lapse of time or both
would become, an Event of Default.
DEFEASANCE OR COVENANT DEFEASANCE OF INDENTURE
The Company may, at its option and at any time, terminate the obligations
of the Company and the Guarantors with respect to the outstanding Notes
("defeasance"). Such defeasance means that the Company will be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding New
Notes, except for (i) the rights of holders of outstanding New Notes to receive
payment in respect of the principal of, premium, if any, and interest on such
New Notes when such payments are due, (ii) the Company's obligations to issue
temporary New Notes, register the transfer or exchange of any New Notes, replace
mutilated, destroyed, lost or stolen New Notes and maintain an office or agency
for payments in respect of the New Notes, (iii) the rights, powers, trusts,
duties and immunities of the Trustee, and (iv) the defeasance provisions of the
Indenture. In addition, the Company may, at its option and at any time, elect to
terminate the obligations of the Company and any Guarantor with respect to
certain covenants that are set forth in the Indenture, some of which are
described under "- Certain Covenants" above, and any omission to comply with
such obligations will not constitute a Default or an Event of Default with
respect to the New Notes ("covenant defeasance").
In order to exercise either defeasance or covenant defeasance, (i) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the holders of the New Notes, cash in United States dollars, U.S. Government
Obligations (as defined in the Indenture), or a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium, if any, and
interest on the outstanding New Notes at maturity; (ii) the Company shall have
delivered to the Trustee an opinion of counsel to the effect that the holders of
the outstanding New Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such defeasance or covenant defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance or covenant
defeasance had not occurred (in the case of defeasance, such
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opinion must refer to and be based upon a ruling of the Internal Revenue Service
or a change in applicable federal income tax laws); (iii) no Default shall have
occurred and be continuing on the date of such deposit or insofar as clause
(viii) under the first paragraph under "- Events of Default" is concerned, at
any time during the period ending on the 91st day after the date of deposit;
(iv) such defeasance or covenant defeasance shall not cause the Trustee to have
a conflicting interest with respect to any securities of the Company or any
Guarantor; (v) such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument to which the Company or any Guarantor is a party or by which it is
bound; (vi) the Company shall have delivered to the Trustee an opinion of
counsel to the effect that after the 91st day following the deposit, the trust
funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally; and (vii) the Company shall have delivered to the Trustee an
officers' certificate and an opinion of counsel, each stating that all
conditions precedent under the Indenture to either defeasance or covenant
defeasance, as the case may be, have been complied with.
SATISFACTION AND DISCHARGE
The Indenture will be discharged and will cease to be of further effect
(except as to surviving rights or registration of transfer of the New Notes, as
expressly provided for in the Indenture) as to all outstanding New Notes when
(i) either (a) all the New Notes theretofore authenticated and delivered (except
lost, stolen or destroyed New Notes which have been replaced or paid and New
Notes for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust) have been delivered to the Trustee for
cancellation or (b) all New Notes not theretofore delivered to the Trustee for
cancellation have become due and payable and the Company or any Guarantor has
irrevocably deposited or caused to be deposited with the Trustee funds in an
amount sufficient to pay and discharge the entire Indebtedness on the New Notes
not theretofore delivered to the Trustee for cancellation, for principal of,
premium, if any, and interest on the New Notes to the date of deposit together
with irrevocable instructions from the Company directing the Trustee to apply
such funds to the payment thereof at maturity or redemption, as the case may be;
(ii) the Company or any Guarantor has paid all other sums payable under the
Indenture by the Company and the Guarantors; and (iii) the Company and each of
the Guarantors have delivered to the Trustee an officers' certificate and an
opinion of counsel each stating that all conditions precedent under the
Indenture relating to the satisfaction and discharge of the Indenture have been
complied with.
AMENDMENTS AND WAIVERS
From time to time, the Company and the Guarantors, when authorized by
resolutions of their boards of directors, and the Trustee may, without the
consent of the holders of any outstanding Notes, amend, waive or supplement the
Indenture or the New Notes for certain specified purposes, including, among
other things, curing ambiguities, defects or inconsistencies, qualifying, or
maintaining the qualification of, the Indenture under the Trust Indenture Act,
or making any change that does not materially adversely affect the legal rights
of any holder; provided, however, that the Company has delivered to the Trustee
an Opinion of Counsel (as such term is defined in the Indenture) stating that
such change does not materially adversely affect the legal rights of any holder.
Other amendments and modifications of the Indenture or the New Notes may be made
by the Company, the Guarantors and the Trustee with the consent of the holders
of not less than a majority of the aggregate principal amount of the outstanding
New Notes; provided, however, that no such modification or amendment may,
without the consent of the holder of each outstanding New Note affected thereby,
(i) change the maturity of the principal of or any installment of interest on
any such New Note or alter the optional redemption or repurchase provisions of
any such New Note or the Indenture in a manner adverse to the Holders of the New
Notes; (ii) reduce the principal amount of (or the premium) of any such New
Note; (iii) reduce the rate of or extend the time for payment of interest on any
such New Note; (iv) change the place or currency of payment of principal of (or
premium) or interest on any such New Note; (v) modify any provisions of the
Indenture relating to the waiver of past defaults (other than to add sections of
the
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Indenture or the New Notes subject thereto) or the right of the holders of New
Notes to institute suit for the enforcement of any payment on or with respect to
any such New Note or any Note Guarantee or the modification and amendment
provisions of the Indenture and the New Notes (other than to add sections of the
Indenture or the New Notes which may not be amended, supplemented or waived
without the consent of each Holder therein affected); (vi) reduce the percentage
of the principal amount of outstanding New Notes necessary for amendment to or
waiver of compliance with any provision of the Indenture or the Notes or for
waiver of any Default in respect thereof; (vii) waive a default in the payment
of principal of, premium, if any, or interest on, or redemption payment with
respect to, the New Notes (except a rescission of acceleration of the New Notes
by the holders thereof as provided in the Indenture and a waiver of the payment
default that resulted from such acceleration); (viii) modify the ranking or
priority of any New Note or the Note Guarantee of any Guarantor; (ix) modify the
provisions of any covenant (or the related definitions) in the Indenture
requiring the Company to make and consummate a Change of Control Offer upon a
Change of Control or an Asset Sale Offer in respect of an Asset Sale or modify
any of the provisions or definitions with respect thereto in a manner materially
adverse to the Holders of New Notes affected thereby otherwise than in
accordance with the Indenture; or (x) release any Guarantor from any of its
obligations under its Note Guarantee or the Indenture otherwise than in
accordance with the Indenture.
The holders of a majority in aggregate principal amount of the outstanding
New Notes, on behalf of all holders of New Notes, may waive compliance by the
Company and the Guarantors with certain restrictive provisions of the Indenture.
Subject to certain rights of the Trustee, as provided in the Indenture, the
holders of a majority in aggregate principal amount of the New Notes, on behalf
of all holders of the Notes, may waive any past default under the Indenture
(including any such waiver obtained in connection with a tender offer or
exchange offer for the New Notes), except a default in the payment of principal,
premium or interest or a default arising from failure to purchase any New Notes
tendered pursuant to an Offer to Purchase pursuant thereto, or a default in
respect of a provision that under the Indenture cannot be modified or amended
without the consent of the Holder of each New Note that is affected.
GOVERNING LAW
The Indenture and the New Notes and the Note Guarantees are governed by the
laws of the State of New York, without regard to the principles of conflicts of
law.
CERTAIN DEFINITIONS
"Accounts Receivable Subsidiary" means Pickering Way Funding Corp. and any
other present or future Subsidiary of the Company that is, directly or
indirectly, wholly owned by the Company (other than director qualifying shares)
and organized for the purpose of and engaged in (i) purchasing, financing, and
collecting accounts receivable obligations of customers of the Company or its
Subsidiaries, (ii) the sale or financing of such accounts receivable or
interests therein and (iii) other activities incident thereto.
"Acquired Indebtedness" means Indebtedness of a Person (i) assumed in
connection with an Asset Acquisition from such Person or (ii) existing at the
time such Person becomes a Restricted Subsidiary of any other Person (other than
any Indebtedness incurred in connection with, or in contemplation of, such Asset
Acquisition or such Person becoming such a Restricted Subsidiary).
"Affiliate" means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of Voting Stock, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.
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"Affiliate Transaction" has the meaning set forth under "- Limitation on
Transactions with Affiliates."
"Asset Acquisition" means (i) an Investment by the Company or any
Restricted Subsidiary in any other Person pursuant to which such Person will
become a Restricted Subsidiary or will be merged or consolidated with or into
the Company or any Restricted Subsidiary or (ii) the acquisition by the Company
or any Restricted Subsidiary of the assets of any Person which constitute
substantially all of the assets of such Person, or any division or line of
business of such Person, or which is otherwise outside of the ordinary course of
business.
"Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease or other disposition (including, without limitation, any merger,
consolidation or sale-leaseback transaction) to any Person other than the
Company or a Restricted Subsidiary, in one or a series of related transactions,
of (i) any Capital Stock of any Restricted Subsidiary; (ii) all or substantially
all of the assets of any division or line of business of the Company or any
Restricted Subsidiary; or (iii) any other properties or assets of the Company or
any Restricted Subsidiary other than in the ordinary course of business. For the
purposes of this definition, the term "Asset Sale" will not include (a) any
sale, issuance, conveyance, transfer, lease or other disposition of properties
or assets that is governed by the provisions described under "Consolidation,
Merger, Sale of Assets, Etc."; provided, however, that any transaction
consummated in compliance with "- Consolidation, Merger, Sale of Assets, etc."
above involving a sale, conveyance, transfer, lease or other disposition of less
than all of the properties or assets of the Company shall be deemed to be an
Asset Sale with respect to the properties or assets of the Company that are not
so sold, conveyed, transferred, leased or otherwise disposed of in such
transaction; (b) sales of property of equipment that have become worn out,
obsolete or damaged or otherwise unsuitable for use in connection with the
business of the Company or any Restricted Subsidiary, as the case may be; (c)
any sale, conveyance, transfer, lease or other disposition of accounts
receivables to an Accounts Receivable Subsidiary in the ordinary course of
business; or (d) any transaction consummated in compliance with "- Certain
Covenants - Limitation on Restricted Payments." For purposes of the covenant
described under "- Certain Covenants - Disposition of Proceeds of Asset Sales,"
the term "Asset Sale" shall not include any sale, conveyance, transfer, lease or
other disposition of any property or asset, whether in one transaction or a
series of related transactions, (i) involving assets with a Fair Market Value
not in excess of $250,000 or (ii) constituting a Capitalized Lease Obligation.
"Asset Sale Offer" has the meaning set forth under "- Disposition of
Proceeds of Asset Sales."
"Average Life to Stated Maturity" means, with respect to any Indebtedness,
as at any date of determination, the quotient obtained by dividing (i) the sum
of the products of (a) the number of years from such date to the date or dates
of each successive scheduled principal payment (including, without limitation,
any sinking fund requirements) of such Indebtedness multiplied by (b) the amount
of each such principal payment by (ii) the sum of all such principal payments.
"Capital Stock" means, with respect to any Person, any and all shares,
interests, participation, rights in or other equivalents (however designated) of
such Person's capital stock, and any rights (other than debt securities
convertible into capital stock), warrants or options exchangeable for or
convertible into such capital stock.
"Capitalized Lease Obligation" means any obligation under a lease of (or
other agreement conveying the right to use) any property (whether real, personal
or mixed) that is required to be classified and accounted for as a capital lease
obligation under GAAP, and, for the purpose of the Indenture, the amount of such
obligation at any date shall be the capitalized amount thereof at such date,
determined in accordance with GAAP consistently applied.
"Cash Equivalents" means, at any time, (i) any evidence of Indebtedness
with a maturity of not more than one year issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof); (ii) certificates of deposit
or acceptances with a maturity of not
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more than one year of any financial institution that is a member of the Federal
Reserve System having combined capital and surplus and undivided profits of not
less than $500,000,000; (iii) commercial paper with a maturity of not more than
one year issued by a corporation that is not an Affiliate of the Company
organized under the laws of any state of the United States or the District of
Columbia and rated at least A-1 by Standard & Poor's Corporation or at least P-1
by Moody's Investors Service, Inc.; and (iv) repurchase obligations with a term
of not more than seven days for underlying securities of the types described in
clauses (i) and (ii) above entered into with any financial institution meeting
the qualifications specified in clause (ii) above.
"Change of Control" means the occurrence of any of the following events
(whether or not approved by the Board of Directors of the Company): (i) any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), other than Permitted Holders, is or becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a Person shall be deemed to have "beneficial ownership" of all securities that
such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of 50%
of the total voting power of the then outstanding Voting Stock of the Company;
(ii) the Company consolidates with, or merges with or into, another Person
(other than a Wholly-Owned Restricted Subsidiary) or sells, assigns, conveys,
transfers, leases or otherwise disposes of all or substantially all of its
assets to any Person (other than a Wholly Owned Restricted Subsidiary), other
than any such transaction where the holders of the Voting Stock of the Company
immediately prior to such transaction own, directly or indirectly, not less than
a majority of the total voting power of the then outstanding Voting Stock of the
surviving or transferee corporation immediately after such transaction; (iii)
during any consecutive two-year period, individuals who at the beginning of such
period constituted the Board of Directors of the Company (together with any new
directors whose election by such board or whose nomination for election by the
stockholders of the Company was approved by a vote of 66 2/3% of the directors
then still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority of the Board of Directors of the Company
then in office; or (iv) any order, judgment or decree shall be entered against
the Company decreeing the dissolution or split up of the Company and such order
shall remain undischarged or unstayed for a period in excess of sixty days.
"Change of Control Offer" has the meaning set forth under "- Change of
Control."
"Consolidated Cash Flow Available for Fixed Charges" means, for any period,
(i) the sum of, without duplication, the amounts for such period, taken as a
single accounting period, of (a) Consolidated Net Income, (b) to the extent
reducing Consolidated Net Income, Consolidated Non-cash Charges, (c) to the
extent reducing Consolidated Net Income, Consolidated Interest Expense, and (d)
to the extent reducing Consolidated Net Income, Consolidated Income Tax Expense
less (ii) other non-cash items increasing Consolidated Net Income for such
period.
"Consolidated Fixed Charge Coverage Ratio" means the ratio of the aggregate
amount of Consolidated Cash Flow Available for Fixed Charges of the Company for
the four full fiscal quarters immediately preceding the date of the transaction
(the "Transaction Date") giving rise to the need to calculate the Consolidated
Fixed Charge Coverage Ratio for which consolidated financial information of the
Company is available (such four full fiscal quarter period being referred to
herein as the "Four Quarter Period") to the aggregate amount of Consolidated
Fixed Charges of the Company for such Four Quarter Period. For purposes of this
definition, "Consolidated Cash Flow Available for Fixed Charges" and
"Consolidated Fixed Charges" will be calculated, without duplication, after
giving effect on a pro forma basis for the period of such calculation to (i) the
incurrence of any Indebtedness of the Company or any of the Restricted
Subsidiaries during the period commencing on the first day of the Four Quarter
Period to and including the Transaction Date (the "Reference Period"),
including, without limitation, the incurrence of the Indebtedness giving rise to
the need to make such calculation, as if such incurrence occurred on the first
day of the Reference Period, (ii) an adjustment to eliminate or include, as
applicable, the Consolidated Cash Flow Available for Fixed Charges and
Consolidated Fixed Charges of the Company directly attributable to assets which
are the subject of any Asset Sale or
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Asset Acquisition (including, without limitation, any Asset Acquisition giving
rise to the need to make such calculation as a result of the Company or one of
the Restricted Subsidiaries (including any Person who becomes a Restricted
Subsidiary as a result of the Asset Acquisition) incurring Acquired
Indebtedness) occurring during the Reference Period, as if such Asset Sale or
Asset Acquisition occurred on the first day of the Reference Period and (iii)
the retirement of Indebtedness during the Reference Period which cannot
thereafter be reborrowed occurring as if retired on the first day of the
Reference Period. In calculating "Consolidated Fixed Charges" for purposes of
determining the denominator (but not the numerator) of this "Consolidated Fixed
Charge Coverage Ratio," (1) interest on Indebtedness determined on a fluctuating
basis as of the Transaction Date and which will continue to be so determined
thereafter will be deemed to accrue at a fixed rate per annum equal to the rate
of interest on such Indebtedness in effect on the Transaction Date; (2) if
interest on any Indebtedness actually incurred on the Transaction Date may
optionally be determined at an interest rate based upon a factor of a prime or
similar rate, a eurocurrency interbank offered rate, or other rates, then the
interest rate in effect on the Transaction Date shall be deemed to have been in
effect during the Reference Period; and (3) notwithstanding clause (1) above,
interest on Indebtedness determined on a fluctuating basis, to the extent such
interest is covered by agreements relating to Interest Rate Protection
Obligations, will be deemed to accrue at the rate per annum resulting after
giving effect to the operation of such agreements. If the Company or any
Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a
third Person, the above definition will give effect to the incurrence of such
guaranteed Indebtedness as if the Company or any Restricted Subsidiary had
directly incurred or otherwise assumed such guaranteed Indebtedness. For
purposes of this definition, with respect to any calculation pursuant to which
the Four Quarter Period includes a fiscal quarter prior to March 30, 1997,
"Consolidated Cash Flow Available for Fixed Charges" and "Consolidated Fixed
Charges" will be calculated, without duplication, as if the Accounts Receivable
Subsidiary was an Unrestricted Subsidiary at all times during such Four Quarter
Period.
"Consolidated Fixed Charges" means, for any period, the sum of, without
duplication, the amounts for such period of (i) Consolidated Interest Expense;
and (ii) the aggregate amount of cash dividends and other distributions paid or
accrued during such period in respect of Redeemable Capital Stock of the
Company.
"Consolidated Income Tax Expense" means, for any period, the provision for
federal, state, local and foreign income taxes payable by the Company and the
Restricted Subsidiaries for such period as determined on a consolidated basis in
accordance with GAAP.
"Consolidated Interest Expense" means, for any period, without duplication,
the sum of (a) the interest expense of the Company and the Restricted
Subsidiaries for such period as determined on a consolidated basis in accordance
with GAAP, including, without limitation, (i) any amortization of debt discount
attributable to such period, (ii) the net cost under Interest Rate Protection
Obligations (including any amortization of discounts), (iii) the interest
portion of any deferred payment obligation, (iv) all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and (v) all capitalized interest and all accrued interest,
and (b) all but the principal component of Capitalized Lease Obligations paid,
accrued and/or scheduled to be paid or accrued by the Company and the Restricted
Subsidiaries during such period and as determined on a consolidated basis in
accordance with GAAP.
"Consolidated Net Income" means, for any period, the consolidated net
income (or loss) of the Company and the Restricted Subsidiaries for such period
as determined in accordance with GAAP, adjusted, to the extent included in
calculating such net income, by excluding, without duplication, (i) all
extraordinary gains or losses (net of fees and expenses relating to the
transaction giving rise thereto), (ii) income of the Company and its Restricted
Subsidiaries derived from or in respect of Investments in Unrestricted
Subsidiaries, except to the extent that cash dividends or distributions are
actually received by the Company or a Restricted Subsidiary, (iii) the portion
of net income (or loss) of the Company and the Restricted Subsidiaries allocable
to minority interests in unconsolidated Persons, except to the extent that cash
dividends or distributions are actually received by the Company or one of the
Restricted Subsidiaries, (iv) net income (or loss) of any Person combined with
the Company or one
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of the Restricted Subsidiaries in a "pooling of interests" basis attributable to
any period prior to the date of combination, (v) gains or losses in respect of
any Asset Sales by the Company or one of the Restricted Subsidiaries (net of
fees and expenses relating to the transaction giving rise thereto), and (vi) the
net income of any Restricted Subsidiary to the extent that the declaration of
dividends or similar distributions by that Restricted Subsidiary of that income
is not at the time permitted, directly or indirectly, by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulations applicable to that Restricted Subsidiary or its
stockholders.
"Consolidated Net Worth" with respect to any Person means the equity of the
holders of Capital Stock of such Person and its Restricted Subsidiaries
(excluding any Redeemable Capital Stock), as reflected in a balance sheet of
such Person determined on a consolidated basis and in accordance with GAAP.
"Consolidated Non-cash Charges" means, for any period, the aggregate
depreciation, amortization and other non-cash expenses of the Company and the
Restricted Subsidiaries reducing Consolidated Net Income for such period (other
than any non-cash item requiring an accrual or reserve for cash disbursements in
any future period), determined on a consolidated basis in accordance with GAAP.
"Consulting Agreement" means the Consultant Agreement between the Company
and George McFadden dated as of January 1, 1995, as amended and in effect from
time to time.
"covenant defeasance" has the meaning set forth under "- Defeasance or
Covenant Defeasance of Indenture."
"Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company against fluctuations in currency values.
"Default" means any event that is, or after notice or passage of time or
both would be, an Event of Default.
"Defeasance" has the meaning set forth under "- Defeasance or Covenant
Defeasance of Indenture."
"Designation" has the meaning set forth under "- Certain Covenants -
Limitation on Designations of Unrestricted Subsidiaries."
"Designation Amount" has the meaning set forth under "- Certain Covenants -
Limitation on Designations of Unrestricted Subsidiaries."
"Domestic Subsidiary" means a Restricted Subsidiary organized under the
laws of the United States, any State or territory thereof or the District of
Columbia.
"Event of Default" has the meaning set forth under "- Events of Default."
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated by the Commission thereunder.
"Fair Market Value" means, with respect to any asset, the price which could
be negotiated in an arm's-length free market transaction, for cash, between a
willing seller and a willing buyer, neither of which is under pressure or
compulsion to complete the transaction. Fair Market Value shall be determined by
the Board of Directors of the Company acting in good faith evidenced by a board
resolution thereof delivered to the Trustee.
"Four Quarter Period" has the meaning set forth in the definition of
"Consolidated Fixed Charge Coverage Ratio."
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"GAAP" means, at any date of determination, generally accepted accounting
principles in effect in the United States which are applicable at the date of
determination and which are consistently applied for all applicable periods.
"guarantee" means, as applied to any obligation, (i) a guarantee (other
than by endorsement of negotiable instruments for collection in the ordinary
course of business), direct or indirect, in any manner, of any part or all of
such obligation and (ii) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit. A guarantee shall include,
without limitation, any agreement to maintain or preserve any other Person's
financial condition or to cause any other Person to achieve certain levels of
operating results.
"Guarantor" means each Domestic Subsidiary, formed, created or acquired
before or after the Issue Date, required to become a Guarantor after the Issue
Date pursuant to "- Certain Covenants - Limitation on Guarantees by Restricted
Subsidiaries."
"incur" has the meaning set forth in "- Certain Covenants - Limitation on
Indebtedness." "Incurrence," "incurred" and "incurring" shall have the meanings
correlative to the foregoing.
"Indebtedness" means, with respect to any Person, without duplication, (i)
all indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, excluding any trade payable and other accrued
current liabilities incurred in the ordinary course of business, but including,
without limitation, all obligations, contingent or otherwise, of such Person in
connection with any letters of credit, bankers acceptance or other similar
credit transaction and in connection with any agreement to purchase, redeem,
exchange, convert or otherwise acquire for value any Capital Stock of such
Person, or any warrants, rights or options to acquire such Capital Stock, now or
hereafter outstanding, (ii) all obligations of such Person evidenced by bonds,
notes, debentures or other similar instruments, (iii) all indebtedness created
or arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even if the rights and remedies of
the seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), but excluding trade accounts payable
arising in the ordinary course of business, (iv) all Capitalized Lease
Obligations of such Person, (v) all Indebtedness referred to in the preceding
clauses of other Persons and all dividends of other Persons, the payment of
which is secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien upon
property (including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness (the amount of such obligation being deemed to be
the lesser of the value of such property or asset or the amount of the
obligation so secured), (vi) all guarantees of Indebtedness by such Person,
(vii) except for purposes of the covenant under "Limitation on Restricted
Payments," all Redeemable Capital Stock valued at the greater of its voluntary
or involuntary maximum fixed repurchase price plus accrued and unpaid dividends,
(viii) all obligations under or in respect of Currency Agreements and Interest
Rate Protection Obligations of such Person, and (ix) any amendment, supplement,
modification, deferral, renewal, extension or refunding of any liability of the
types referred to in clauses (i) through (viii) above. For purposes hereof, the
"maximum fixed repurchase price" of any Redeemable Capital Stock which does not
have a fixed repurchase price will be calculated in accordance with the terms of
such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased
on any date on which Indebtedness will be required to be determined pursuant to
the Indenture, and if such price is based upon, or measured by, the Fair Market
Value of such Redeemable Capital Stock, such Fair Market Value is to be
determined in good faith by the Board of Directors of the issuer of such
Redeemable Capital Stock. Indebtedness (a) shall never be calculated taking into
account any cash and cash equivalents held by such Person; (b) shall not include
obligations of any Person (x) arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument inadvertently
drawn against insufficient funds in the ordinary course of business, provided
that such obligations are extinguished within two Business Days of their
incurrence or (y) resulting from the endorsement of negotiable instruments for
collection in the ordinary course of business and
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consistent with past business practices; and (c) which provides that an amount
less than the principal amount thereof shall be due upon any declaration of
acceleration thereof shall be deemed to be incurred or outstanding in an amount
equal to the accreted value thereof at the date of determination.
"Independent Financial Advisor" means a nationally recognized accounting,
appraisal or investment banking firm (i) which does not, and whose directors,
officers and employees or Affiliates do not have, a direct or indirect financial
interest in the Company and (ii) which, in the judgment of the Board of
Directors of the Company, is otherwise independent and qualified to perform the
task for which it is to be engaged.
"Interest Rate Protection Obligations" means the obligations of any Person
pursuant to any arrangement with any other Person whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such Person
calculated by applying a fixed or a floating rate of interest on the same
notional amount or any other arrangement involving payments by or to such Person
based upon fluctuations in interest rates.
"Investment" means, with respect to any Person, any direct or indirect
advance, loan or other extension of credit (including by means of a guarantee)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others or otherwise), or any purchase or acquisition by such Person of any
Capital Stock, bonds, notes, debentures or other securities or evidences of
Indebtedness issued by any other Person. Investments shall exclude extensions of
trade credit on commercially reasonable terms in accordance with normal trade
practices. In addition to the foregoing, any Currency Agreement, Interest Rate
Protection Obligation or similar agreement shall constitute an Investment.
"Issue Date" means the original issue date of the Notes under the
Indenture.
"Lien" means any mortgage, charge, pledge, lien (statutory or other),
privilege, security interest, hypothecation, cessation and transfer, lease of
real property, assignment for security, claim, deposit arrangement, or
preference or priority or other encumbrance upon or with respect to any property
of any kind, whether real, personal or mixed, movable or immovable, now owned or
hereafter acquired. A Person shall be deemed to own subject to a Lien any
property which it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title
retention agreement.
"Material Subsidiary" means each Restricted Subsidiary of the Company that
is a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X under
the Securities Act and the Exchange Act (as such regulation is in effect on the
Issue Date).
"Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds
thereof in the form of cash or Cash Equivalents including payments in respect of
deferred payment obligations when received in the form of cash or Cash
Equivalents (except to the extent that such obligations are financed or sold
with recourse to the Company or any Restricted Subsidiary) net of (i) brokerage
commissions and other reasonable fees and expenses (including fees and expenses
of legal counsel and investment bankers) related to such Asset Sale, (ii)
provisions for all taxes payable as a result of such Asset Sale, (iii) amounts
required to be paid to any Person (other than the Company or any Restricted
Subsidiary) owning a beneficial interest in or having a Lien on the assets
subject to the Asset Sale and (iv) appropriate amounts to be provided by the
Company or any Restricted Subsidiary, as the case may be, as a reserve required
in accordance with GAAP consistently applied against any liabilities associated
with such Asset Sale and retained by the Company or any Restricted Subsidiary,
as the case may be, after such Asset Sale, including, without limitation,
pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale (provided that the amount of any such reserves
shall be deemed to constitute Net Cash Proceeds at the time such reserves shall
have been released or are not otherwise required to be retained as a reserve).
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"New Revolving Credit Facility" means the Credit Agreement dated as of June
16, 1997 among the Company, CoreStates Bank, N.A., as Administrative Agent (or
any successor administrative agent), and the other financial institutions
signatory thereto from time to time, as in effect on the Issue Date, and as such
agreement may be amended, renewed, extended, refinanced, substituted or replaced
in whole, supplemented or otherwise modified from time to time, and includes (a)
related notes, guarantees and other agreements executed in connection therewith
and (b) any agreement (i) extending the maturity of all or any portion of the
Indebtedness thereunder, (ii) adding guarantors thereunder and (iii) increasing
the amount to be borrowed thereunder; provided, however, that in the case of
clauses (ii) and (iii), any such agreement is not prohibited by the Indenture.
"Note Guarantee" means the guarantee by each of the Guarantors of the
Notes and the Company's obligations under the Indenture.
"Other Indebtedness" has the meaning set forth under "- Certain Covenants -
Limitation on Guarantees of Restricted Subsidiaries."
"Other Senior Debt Pro Rata Share" means the amount of the Net Cash
Proceeds obtained by multiplying the amount of such Net Cash Proceeds by a
fraction, (i) the numerator of which is the lesser of the aggregate principal
face amount or accreted value of all Indebtedness (other than (x) the Notes and
(y) Subordinated Indebtedness) of the Company and any Guarantor outstanding at
the time of the applicable Asset Sale with respect to which the Company or a
Guarantor, as the case may be, is required to use Net Cash Proceeds to repay or
make an offer to purchase and repay and (ii) the denominator of which is the sum
of (a) the aggregate principal amount of all Notes outstanding at the time of
the applicable Asset Sale and (b) the lesser of the aggregate principal face
amount or accreted value of all other Indebtedness (other than Subordinated
Indebtedness) of the Company or a Guarantor outstanding at the time of the
applicable Asset Sale with respect to which the Company or a Guarantor, as the
case may be, is required to use the Net Cash Proceeds to repay or to offer to
purchase and repay.
"Outstanding Preferred Stock" means all shares of Preferred Stock of the
Company issued and outstanding as of the Issue Date.
"Permitted Holders" means (i) each of (A) David R. Hamilton, (B) George
McFadden and (C) John McFadden; (ii) the spouse, ancestors, siblings,
descendants (including children or grandchildren by adoption) of (A) any of the
Persons described in clause (i) or (B) any spouse, ancestor, sibling or
descendent (including children or grandchildren by adoption) of any of the
Persons described in clause (i); (iii) in the event of the incompetence or death
of any of the Persons described in clauses (i) and (ii), such Person's estate,
executor, administrator, committee or other personal representative, in each
case who at any particular date shall beneficially own or have the right to
acquire, directly or indirectly, Capital Stock of the Company; (iv) any trusts
created for the benefit of the Persons described in clause (i), (ii) or (iii) or
any trust for the benefit of any such trust.
"Permitted Indebtedness" has the meaning set forth under "- Certain
Covenants - Limitation on Indebtedness."
"Permitted Investments" means (a) Cash Equivalents; (b) Investments in
prepaid expenses, negotiable instruments held for collection and lease, utility
and workers' compensation, performance and other similar deposits; (c) loans and
advances to employees made in the ordinary course of business not to exceed
$250,000 in the aggregate at any one time outstanding; (d) loans and advances to
David R. Hamilton made after the Issue Date not to exceed $350,000 in the
aggregate at any one time outstanding; (e) Interest Rate Protection Obligations
and Currency Agreements permitted under clause (vii) or (viii) of the second
paragraph under "- Certain Covenants - Limitation on Indebtedness;" (f)
Investments represented by accounts receivable created or acquired in the
ordinary course of business; (g) Investments in the form of the sale (on a
"true-sale" non-recourse basis) of receivables transferred from the Company or
any Restricted Subsidiary to an Accounts Receivable Subsidiary as a capital
contribution or in exchange for Indebtedness of such Accounts Receivable
Subsidiary or cash in the ordinary course of business; (h) Investments existing
on the Issue Date and any renewal or replacement thereof on terms and conditions
no less favorable in any respect than that
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existing on the Issue Date; (i) any Investment to the extent that the
consideration therefor is Capital Stock (other than Redeemable Capital Stock) of
the Company; and (j) bonds, notes, debentures or other securities received in
connection with an Asset Sale permitted under "- Certain Covenants - Disposition
of Proceeds of Asset Sales," not to exceed 15% of the total consideration in
such Asset Sale.
"Permitted Liens" means (a) Liens on property of (or Capital Stock of) a
Person existing at the time such Person (i) is merged into or consolidated with
the Company or any Restricted Subsidiary or (ii) becomes a Restricted
Subsidiary; provided, however, that such Liens were in existence prior to the
contemplation of such merger, consolidation or acquisition and do not attach to
any property or assets of the Company or any Restricted Subsidiary other than
the property or assets subject to the Liens prior to such merger, consolidation
or acquisition; (b) Liens imposed by law such as landlords', carriers',
warehousemen's and mechanics' Liens and other similar Liens arising in the
ordinary course of business which secure payment of obligations not more than 60
days past due or which are being contested in good faith and by appropriate
proceedings; (c) Liens existing on the Issue Date; (d) Liens securing only the
Notes; (e) Liens in favor of the Company or any Restricted Subsidiary; (f) Liens
for taxes, assessments or governmental charges or claims that are not yet
delinquent for more than 90 days or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded; provided,
however, that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor; (g) easements, reservation
of rights of way, restrictions and other similar easements, licenses,
restrictions on the use of properties, or imperfections of title that in the
aggregate are not material in amount and do not in any case materially detract
from the properties subject thereto or interfere with the ordinary conduct of
the business of the Company and the Restricted Subsidiaries; (h) Liens resulting
from the deposit of cash or notes in connection with contracts, tenders or
expropriation proceedings, or to secure workers' compensation, surety or appeal
bonds, costs of litigation when required by law, public and statutory
obligations, obligations under franchise arrangements entered into in the
ordinary course of business and other obligations of a similar nature arising in
the ordinary course of business; (i) Liens on property of the Company securing
the New Revolving Credit Facility; (j) Liens securing Indebtedness consisting of
Capitalized Lease Obligations, Purchase Money Indebtedness (other than
Indebtedness incurred in connection with an Asset Acquisition), mortgage
financings, industrial revenue bonds or other monetary obligations, in each case
incurred solely for the purpose of financing all or any part of the purchase
price or cost of construction or installation of assets used in the business of
the Company or the Restricted Subsidiaries, or repairs, additions or
improvements to such assets; provided, however, that (I) such Liens secure
Indebtedness in an amount not in excess of the original purchase price or the
original cost of any such assets or repair, addition or improvement thereto
(plus an amount equal to the reasonable fees and expenses in connection with the
incurrence of such Indebtedness), (II) such Liens do not extend to any other
assets of the Company or the Restricted Subsidiaries (and, in the case of
repairs, additions or improvements to any such assets, such Lien extends only to
the assets (and improvements thereto or thereon) repaired, added to or
improved), (III) the incurrence of such Indebtedness is permitted by "-
Limitation on Indebtedness" above and (IV) such Liens attach prior to 90 days
after such purchase, construction, installation, repair, addition or
improvement; (k) Liens to secure any Refinancings (or successive Refinancings),
in whole or in part, of any Indebtedness secured by Liens referred to in the
clauses above so long as such Lien does not extend to any other property (other
than improvements thereto); (l) Liens securing letters of credit entered into in
the ordinary course of business and consistent with past business practice; (m)
Liens on and pledges of the Capital Stock of any Unrestricted Subsidiary
securing any Indebtedness of such Unrestricted Subsidiary; (n) leases or
subleases granted to others that do not materially interfere with the ordinary
course of business of the Company and the Restricted Subsidiaries, taken as a
whole; (o) any interest or title of a lessor in the property subject to any
lease or located on the real property subject to any lease; (p) Liens arising
from the rendering of a final judgment or order against the Company or any
Restricted Subsidiary that does not give rise to an Event of Default; and (q)
Liens on property existing at the time such property is acquired by the Company
or any Restricted Subsidiary so long as such acquisition (including the
assumption of any Indebtedness in connection therewith) does not violate any of
the terms of the
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Indenture and such Liens were in existence prior to the contemplation of such
acquisition and do not attach to any other property of the Company or such
Restricted Subsidiary.
"Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Preferred Stock" means, with respect to any Person, Capital Stock of any
class or classes (however designated) of such Person which is preferred as to
the payment of dividends or distributions, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over Capital Stock of any other class of such Person.
"Public Equity Offering" has the meaning set forth under "- Optional
Redemption - Optional Redemption upon Public Equity Offering."
"Purchase Money Indebtedness" means Indebtedness of the Company or any
Restricted Subsidiary incurred for the purpose of financing all or any part of
the purchase price or the cost of construction or improvement of any property,
provided that the aggregate principal amount of such Indebtedness does not
exceed the lesser of the Fair Market Value of such property or such purchase
price or cost.
"Redeemable Capital Stock" means any class or series of Capital Stock to
the extent that, either by its terms, by the terms of any security into which it
is convertible or exchangeable, or by contract or otherwise, is or upon the
happening of an event or passage of time would be, required to be redeemed prior
to the final Stated Maturity of the New Notes or is redeemable at the option of
the holder thereof at any time prior to such Stated Maturity, or is convertible
into or exchangeable for debt securities at any time prior to such Stated
Maturity.
"Reference Period" has the meaning set forth under the definition of
"Consolidated Fixed Charge Coverage Ratio."
"Refinance" means, with respect to any Indebtedness, any refinancing,
redemption, retirement, renewal, replacement, extension or refunding of such
Indebtedness.
"Restricted Payment" has the meaning set forth under "- Certain Covenants -
Limitation on Restricted Payments."
"Restricted Subsidiary" means any Subsidiary of the Company (other than an
Accounts Receivable Subsidiary) that has not been designated by the Board of
Directors of the Company, by a board resolution delivered to the Trustee, as an
Unrestricted Subsidiary pursuant to and in compliance with the covenant
described under "- Certain Covenants - Limitation on Designations of
Unrestricted Subsidiaries." Any such designation may be revoked by a board
resolution of the Board of Directors of the Company delivered to the Trustee,
subject to the provisions of such covenant.
"Revocation" has the meaning set forth under "- Certain Covenants -
Limitation on Designations of Unrestricted Subsidiaries."
"Securities Act" mean the Securities Act of 1933, as amended, and the rules
and regulations promulgated by the Commission thereunder.
"Service Agreement" means the Service Agreement dated as of December 11,
1995 by and between Chemical Leaman Tank Lines, Inc. and Acumen Consulting
Group, Inc., as amended and in effect from time to time.
"Stated Maturity" means, with respect to any New Note or any installment of
interest thereon, the dates specified in such New Note as the fixed date on
which the principal of such New Note or such installment of interest is due and
payable, and when used with respect to any other Indebtedness, means the date
specified in the instrument governing such Indebtedness as the fixed date on
which the principal of such Indebtedness or any installment of interest is due
and payable.
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"Subsidiary" means, with respect to any Person, (a) any corporation of
which the outstanding shares of Voting Capital Stock having at least a majority
of the votes entitled to be cast in the election of directors shall at the time
be owned, directly or indirectly, by such Person, or (b) any other Person of
which at least a majority of the shares of Voting Capital Stock are at the time,
directly or indirectly, owned by such first named Person.
"Subordinated Indebtedness" means, with respect to the Company,
Indebtedness of the Company which is expressly subordinated in right of payment
to the Notes or, with respect to any Guarantor, Indebtedness of such Guarantor
which is expressly subordinated in right of payment to the Note Guarantee of
such Guarantor.
"Surviving Person" means, with respect to any Person involved in any
consolidation or merger, or any sale, assignment, conveyance, transfer, lease or
other disposition of all or substantially all of its properties and assets as an
entirety, the Person formed by or surviving such merger or consolidation or the
Person to which such sale, assignment, conveyance, transfer or lease is made.
"Transaction Date" has the meaning set forth under the definition of
"Consolidated Fixed Charge Coverage Ratio".
"Unrestricted Subsidiary" means each Accounts Receivable Subsidiary and
each other Subsidiary of the Company (other than a Guarantor) designated as such
pursuant to and in compliance with the covenant described under "- Certain
Covenants - Limitation on Designations of Unrestricted Subsidiaries." Any such
designation may be revoked by a Board Resolution of the Company delivered to the
Trustee, subject to the provisions of such covenant.
"Unutilized Net Available Proceeds" has the meaning set forth under "-
Certain Covenants - Disposition of Proceeds of Asset Sales."
"Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the Board of Directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have, voting power by reason of
the happening of any contingency).
"Wholly-Owned Restricted Subsidiary" means any Restricted Subsidiary of
which 100% of the outstanding Capital Stock is owned by the Company and/or
another Wholly-Owned Restricted Subsidiary. For purposes of this definition, any
directors' qualifying shares shall be disregarded in determining the ownership
of a Restricted Subsidiary.
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BOOK-ENTRY; DELIVERY AND FORM
Except as set forth below, the New Notes will initially be issued in the
form of one registered New Note in global form (the "Global New Note"). The
Global New Note will be deposited on the date of the closing of the Exchange
Offer with, or on behalf of, The Depository Trust Company (the "Depositary") and
registered in the name of Cede & Co., as nominee of the Depositary. Interests in
the Global New Note will be available for purchase only by "qualified
institutional buyers," as defined in Rule 144A under the Securities Act
("QIBs").
New Notes that are (i) originally issued to or transferred to institutional
"accredited investors," as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not QIBs or to any other persons who are not QIBs or
(ii) issued as described below under "Certificated Securities," will be issued
in registered form without coupons (the "Certificated Securities"). Upon the
transfer to a QIB of Certificated Securities, such Certificated Securities may,
unless the Global New Note has previously been exchanged for Certificated
Securities, be exchanged for an interest in the Global New Note representing the
principal amount of New Notes being transferred.
The Depositary has advised the Company that it is (i) a limited-purpose
trust company organized under the laws of the State of New York, (ii) a member
of the Federal Reserve System, (iii) a "clearing corporation" within the meaning
of the Uniform Commercial Code, as amended, and (iv) a "Clearing Agency"
registered pursuant to Section 17A of the Exchange Act. The Depositary was
created to hold securities for its participating organizations (collectively,
the "Participants") and to facilitate the clearance and settlement of
transactions in such securities between Participants through electronic
book-entry changes in accounts of its Participants. The Depositary's
Participants include securities brokers and dealers (including the Initial
Purchasers), banks and trust companies, clearing corporations and certain other
organizations. Access to the Depositary's system is also available to other
entities such as banks, brokers, dealers and trust companies (collectively, the
"Indirect Participants") that clear through or maintain a custodial relationship
with a Participant, either directly or indirectly. QIBs may elect to hold New
Notes acquired by them through the Depositary. QIBs who are not Participants may
beneficially own securities held by or on behalf of the Depositary only through
Participants or Indirect Participants. Persons that are not QIBs may not hold
New Notes through the Depositary.
The Company expects that pursuant to procedures established by the
Depositary (i) upon deposit of the Global New Note, the Depositary will credit
the accounts of Participants designated by the Exchange Agent with an interest
in the Global New Note and (ii) ownership of the New Notes will be shown, on,
and the transfer of ownership thereof will be effected only through, records
maintained by the Depositary (with respect to the interests of Participants),
the Participants and the Indirect Participants. The laws of some states require
that certain persons take physical delivery in definitive form of securities
that they own and that security interests in negotiable instruments can only be
perfected by delivery of certificates representing the instruments.
Consequently, the ability to transfer New Notes or to pledge the New Notes as
collateral will be limited to such extent. The New Notes will be subject to
certain other restrictions on transferability.
So long as the Depositary or its nominee is the registered owner of a
Global New Note, the Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the New Notes represented by the Global
New Note for all purposes under the Indenture. Except as provided below, owners
of beneficial interests in a Global New Note will not be entitled to have New
Notes represented by such Global New Note registered in their names, will not
receive or be entitled to receive physical delivery of Certificated Securities,
and will not be considered the owners or holders thereof under the Indenture for
any purpose, including with respect to the giving of any directions,
instructions or approvals to the Trustee thereunder. As a result, the ability of
a person having a beneficial interest in New Notes represented by a Global New
Note to pledge such interest to persons or entities that do not participate in
the Depositary's system, or to otherwise take actions with respect to such
interest, may be affected by the lack of a physical certificate evidencing such
interest.
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Accordingly, each QIB owning a beneficial interest in a Global New Note
must rely on the procedures of the Depositary and, if such QIB is not a
Participant or an Indirect Participant, on the procedures of the Participant
through which such QIB owns its interest, to exercise any rights of a holder
under the Indenture or such Global New Note. The Company understands that under
existing industry practice, in the event the Company requests any action of
holders of New Notes or a QIB that is an owner of a beneficial interest in a
Global New Note desires to take any action that the Depositary, as the holder of
such Global New Note, is entitled to take, the Depositary would authorize the
Participants to take such action and the Participants would authorize QIBs
owning through such Participants to take such action or would otherwise act upon
the instructions of such QIBs. Neither the Company nor the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of New Notes by the Depositary, or for maintaining,
supervising or reviewing any records of the Depositary relating to such New
Notes.
Payments with respect to the principal of, premium, if any, and interest on
any New Notes represented by a Global New Note registered in the name of the
Depositary or its nominee on the applicable record date will be payable by the
Trustee to or at the direction of the Depositary or its nominee in its capacity
as the registered holder of the Global New Note representing such New Notes
under the Indenture. Under the terms of the Indenture, the Company and the
Trustee may treat the persons in whose names the New Notes, including the Global
New Note, are registered as the owners thereof for the purposes of receiving
such payments and for any and all other purposes whatsoever. Consequently,
neither the Company nor the Trustee has or will have any responsibility or
liability for the payment of such amounts to beneficial owners of New Notes
(including principal, premium, if any, and interest), or to immediately credit
the accounts of the relevant Participants with such payment, in amounts
proportionate to their respective holdings in principal amount of beneficial
interest in the Global New Note as shown on the records of the Depositary.
Payments by the Participants and the Indirect Participants to the beneficial
owners of New Notes will be governed by standing instructions and customary
practice and will be the responsibility of the Participants or the Indirect
Participants.
CERTIFICATED SECURITIES
If the Depositary is at any time unwilling or unable to continue as a
depository and a successor depositary is not appointed by the Company within 90
days then, upon surrender by the Depositary of its Global New Note, Certificated
Securities will be issued to each person that the Depositary identifies as the
beneficial owner of the New Notes represented by the Global New Note. In
addition, subject to certain conditions, any person having a beneficial interest
in a Global New Note may, upon request to the Trustee, exchange such beneficial
interest for Certificated Securities. Upon any such issuance, the Trustee is
required to register such Certificated Securities in the name of such person or
persons (or the nominee of any thereof), and cause the same to be delivered
thereto.
Neither the Company nor the Trustee shall be liable for any delay by the
Depositary or any Participant or Indirect Participant in identifying the
beneficial owners of the related New Notes and each such person may conclusively
rely on, and shall be protected in relying on instructions from the Depositary
for all purposes (including with respect to the registration and delivery, and
the respective principal amounts, of the New Notes to be issued).
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable. The
Company will have no responsibility for the performance by DTC or its
Participants of their respective obligations as described hereunder or under the
rules and procedures governing their respective operations.
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CERTAIN U.S. INCOME TAX CONSIDERATIONS
The following is a summary of certain U.S. federal income tax consequences
associated with the acquisition, ownership and disposition of the New Notes. The
summary is based upon current laws, regulations, rulings and judicial decisions,
all of which are subject to change. The discussion below does not address all
aspects of U.S. federal income taxation that may be relevant to particular
holders in the context of their specific investment circumstances or certain
types of holders subject to special treatment under such laws (for example,
financial institutions, tax-exempt organizations and insurance companies).
For purposes of the discussion, a "U.S. holder" is an individual who is a
citizen or resident of the U.S., a corporation, partnership or other entity
created under the laws of the U.S. or any political subdivision thereof, an
estate that is subject to U.S. federal income taxation without regard to the
source of income, or a trust, with respect to which a court within the U.S. is
able to exercise primary supervision over its administration and one or more
U.S. fiduciaries have the authority to control all its substantial decisions. A
"Non-U.S. holder" is any holder who is not a U.S. holder.
ELIGIBLE HOLDERS OF THE OLD NOTES ARE URGED TO CONSULT THEIR TAX ADVISORS
CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF ACQUIRING, OWNING AND
DISPOSING OF THE NEW NOTES AS WELL AS THE APPLICATION OF STATE, LOCAL AND
FOREIGN INCOME AND OTHER TAX LAWS.
U.S. HOLDERS
Interest payable on the Old Notes and the New Notes will be includible in
the income of a U.S. holder in accordance with such U.S. holder's regular method
of accounting. Although the New Notes provide that in certain circumstances a
holder may receive additional amounts as Additional Interest or as premium upon
redemption, the Company has determined that the likelihood that such payments
will be made is remote. As a result, the existence of provisions in the
Indenture requiring such payments under certain circumstances will not give rise
to original issue discount. These payments would be recognized as income when
received, regardless of the method of accounting of the U.S. holder. If a New
Note is redeemed, sold or otherwise disposed of, a U.S. holder generally will
recognize gain or loss equal to the difference between the amount realized on
the sale or other disposition of such New Note (to the extent such amount does
not represent accrued but unpaid interest) and such U.S. holder's tax basis in
the New Note. Such gain or loss will be capital gain or loss, assuming that the
U.S. holder has held the New Note as a capital asset, and will be long-term if
the U.S. holder has held the New Note for more than one year at the time of
disposition.
NON-U.S. HOLDERS
An investment in the New Notes by a Non-U.S. holder generally will not give
rise to any U.S. federal income tax consequences if the interest received or any
gain recognized on the sale, redemption or other disposition of the New Notes by
such holder is not treated as effectively connected with the conduct by such
holder of a trade or business in the United States, and in the case of gains
derived by an individual, such individual is not present in the United States
for 183 days or more and certain other requirements (including applicable
reporting requirements) are met. Under current Treasury regulations, in order to
avoid backup withholding of 31% on payments of interest (i) a Non-U.S. holder of
the New Notes generally must certify to the issuer or its agent, under penalties
of perjury, that it is not a United States person and complete and provide the
payor with a U.S. Treasury Form W-8 (or a suitable substitute form), which
includes its name and address, or (ii) a securities clearing organization, bank
or other financial organization that holds customers' securities in the ordinary
course of business (a "financial institution") and holds the New Note, must
certify under penalties of perjury that such a Form W-8 (or suitable substitute
form) has been received from the beneficial owner of the New Notes by it or by a
financial institution between it and the beneficial owner, and must furnish the
payor with a copy thereof.
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On April 22, 1996, the Internal Revenue Service proposed regulations (the
"Proposed Regulations") which, if enacted in their current form, could affect
the procedures to be followed by a Non-U.S. holder in establishing such holder's
status as a Non-U.S. holder for purposes of the backup withholding rules
discussed above. The Proposed Regulations, if adopted in their current form,
generally would be effective for payments made after December 31, 1997. Eligible
holders should consult their tax advisors concerning the potential adoption of
the Proposed Regulations and the potential effect of such regulations on an
investment in the New Notes.
EXCHANGE OFFER
The exchange of Old Notes for New Notes pursuant to the Exchange Offer
should not constitute a significant modification of the terms of the Old Notes
and, therefore, such exchange should not constitute an exchange for United
States federal income tax purposes. Accordingly, such exchange should have no
United States federal income tax consequences to U.S. holders of Old Notes and
the holding period of the New Notes will include the holding period of the Old
Notes and the basis of the New Notes will be the same as the basis of the Old
Notes immediately before the exchange.
BOND PREMIUM ON THE NEW NOTES
If a U.S. holder of a New Note purchased the Old Notes for an amount in
excess of the amount payable at the maturity date (or a call date, if
appropriate) of the Old Notes, the U.S. holder may deduct such excess as
amortizable bond premium over the aggregate terms of the Old Notes and the New
Notes (taking into account earlier call dates, as appropriate), under a
yield-to-maturity formula. The deduction is available only if an election is
made by the purchaser or is in effect. This election is revocable only with the
consent of the Service. The election applies to all obligations owned or
subsequently acquired by the U.S. holder. The U.S. holder's adjusted tax basis
in the Old Notes and the New Notes will be reduced to the extent of the
deduction of amortizable bond premium. Except as may otherwise be provided in
future regulations, under the Code the amortizable bond premium is treated as an
offset to interest income on the Old Notes and the New Notes rather than as a
separate deduction item.
MARKET DISCOUNT ON THE NEW NOTES
Tax consequences of a disposition of the New Notes may be affected by the
market discount provision of the Code. These rules generally provide that if a
U.S. holder acquired the Old Notes (other than in an original issue) at a market
discount which equals or exceeds 1/4 of 1% of the stated redemption price of the
Old Notes at maturity multiplied by the number of remaining complete years to
maturity and thereafter recognizes gain upon a disposition (or makes a gift) of
the New Notes, the lesser of (i) such gain (or appreciation, in the case of a
gift) or (ii) the portion of the market discount which accrued while the Old or
New Notes were held by such U.S. holder will be treated as ordinary income at
the time of the disposition (or gift). For these purposes, market discount means
the excess (if any) of the stated redemption price at maturity over the basis of
such Old or New Notes immediately after their acquisition by the U.S. holder. A
U.S. holder of the New Notes may elect to include any market discount (whether
accrued under the Old Notes or the New Notes) in income currently rather than
upon disposition of the New Notes. This election once made applies to all market
discount obligations acquired on or after the first taxable year to which the
election applies, and may not be revoked without the consent of the Service.
A U.S. holder of any New Note who acquired the Old Note at a market
discount generally will be required to defer the deduction of a portion of the
interest on any indebtedness incurred or maintained to purchase or carry such
Old or New Note until the market discount is recognized upon a subsequent
disposition of such New Note. Such a deferral is not required, however, if the
holder elects to include accrued market discount in income currently.
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BACKUP WITHHOLDING AND INFORMATION REPORTING
A 31% "backup" withholding tax and information reporting requirements apply
to certain payments of interest and original issue discount on an obligation,
and to proceeds of the sale of an obligation before maturity, to certain
non-corporate holders. The Company, and/or any paying and/or collection agent,
including a broker, as the case may be, will be required to withhold from any
payment that is subject to backup withholding a tax equal to 31% of such payment
unless the holder furnishes its taxpayer identification number (i.e., social
security number in the case of an individual) in the manner prescribed in
applicable Treasury regulations, certifies that such number is correct,
certifies (with respect to payments of interest) as to no loss of exemption from
backup withholding and meets certain other conditions. Backup withholding,
however, in any event, generally does not apply to payments to certain "exempt
recipients" such as corporations.
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PLAN OF DISTRIBUTION
Each broker-dealer that holds Old Notes that were acquired for its own
account as a result of market making or other trading activities (other than Old
Notes acquired directly from the Company), may exchange Old Notes for New Notes
in the Exchange Offer. However, any such broker-dealer may be deemed to be an
"underwriter" within the meaning of such term under the Securities Act and must,
therefore, acknowledge that it will deliver a prospectus in connection with any
resale of New Notes received in the Exchange Offer. This prospectus delivery
requirement may be satisfied by the delivery by such broker-dealer of this
Prospectus, as it may be amended or supplemented from time to time. The Company
has agreed that, for a period of 180 days after the effective date of this
Prospectus, it will make this Prospectus, as amended or supplemented, available
to any broker-dealer who receives New Notes in the Exchange Offer for use in
connection with any such sale. The Company will not receive any proceeds from
any sales of New Notes by broker-dealers. New Notes received by broker-dealers
for their own accounts pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Notes or a combination
of such methods of resale, at market prices at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
of New Notes by broker-dealers may be made directly to a purchaser or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer and/or the purchasers of
any such New Notes. Any broker-dealer that resells New Notes that were received
by it for its own account pursuant to the Exchange Offer and any broker or
dealer that participates in a distribution of such New Notes may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit on any
such resale of New Notes and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act.
The Company has agreed to pay all expenses incident to the Exchange Offer other
than commissions or concessions of any brokers or dealers and will indemnify
Eligible Holders (including any broker-dealer) against certain liabilities,
including liabilities under the Securities Act.
By acceptance of the Exchange Offer, each broker-dealer that receives New
Notes pursuant to the Exchange Offer hereby agrees to notify the Company prior
to using the Prospectus in connection with the sale or transfer of New Notes,
and acknowledges and agrees that, upon receipt of notice from the Company of the
happening of any event which makes any statement in the Prospectus untrue in any
material respect or which requires the making of any changes in the Prospectus
in order to make the statements herein not misleading (which notice the Company
agrees to deliver promptly to such broker-dealer), such broker-dealer will
suspend use of the Prospectus until the Company has amended or supplemented the
Prospectus to correct such misstatement or omission and has furnished copies of
the amended or supplemented prospectus to such broker-dealer.
LEGAL MATTERS
The validity of the New Notes offered hereby is being passed upon for the
Company by Pepper, Hamilton & Scheetz LLP, Philadelphia, Pennsylvania.
86
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
Report of Independent Public Accountants................................................................... F-2
Consolidated Balance Sheets as of December 31, 1995 and 1996, and June 29, 1997............................ F-3
Consolidated Statements of Operations for the Years Ended December 31, 1994, 1995 and 1996, and for the
unaudited Six Months Ended June 30, 1996 and the audited Six Months Ended June 29, 1997.................. F-5
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1994, 1995 and 1996, and
for the Six Months Ended June 29, 1997................................................................... F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 1994, 1995 and 1996, and the
unaudited Six Months Ended June 30, 1996 and audited Six Months Ended June 29, 1997...................... F-7
Notes to Consolidated Financial Statements................................................................. F-8
Schedule II -- Valuation and Qualifying Accounts........................................................... F-25
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Chemical Leaman Corporation:
We have audited the accompanying consolidated balance sheets of Chemical Leaman
Corporation (a Pennsylvania corporation) and subsidiaries as of December 31,
1995 and 1996 and June 29, 1997, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1996 and for the six month period ended June 29,
1997. These financial statements and the schedule referred to below are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Chemical Leaman Corporation and
subsidiaries as of December 31, 1995 and 1996 and June 29, 1997, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1996 and for the six month period ended June 29, 1997,
in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The schedule listed in the index to financial
statements is presented for purposes of complying with the Securities and
Exchange Commissions rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in our audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
July 25, 1997
F-2
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------ JUNE 29,
ASSETS 1995 1996 1997
------ ----------- ----------- -----------
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents (includes restricted cash of
$1,934 at December 31, 1995, $3,541 at December 31,
1996, and $0 at June29, 1997).................................... $ 8,523 $ 5,788 $ 14,723
Accounts receivable, net of allowance of $323 at
December 31, 1995, $570 at December 31, 1996, and
$664 at June 29, 1997............................................ 28,850 36,859 15,406
Operating supplies.................................................. 1,175 1,548 929
Prepaid expenses and other.......................................... 5,814 7,982 9,692
----------- ----------- -----------
Total current assets.......................................... 44,362 52,177 40,750
----------- ----------- -----------
PROPERTY AND EQUIPMENT:
Land................................................................ 5,037 5,131 5,131
Buildings and improvements.......................................... 25,410 26,728 27,577
Revenue equipment................................................... 124,076 147,767 150,028
Other equipment..................................................... 31,569 49,087 54,909
----------- ----------- -----------
Total property and equipment, at cost......................... 186,092 228,713 237,645
ACCUMULATED DEPRECIATION.............................................. 109,321 119,924 127,008
----------- ----------- -----------
PROPERTY AND EQUIPMENT, net........................................... 76,771 108,789 110,637
----------- ----------- -----------
NOTES RECEIVABLE...................................................... 2,500 3,500 3,500
RECOVERABLE ENVIRONMENTAL COSTS....................................... 8,147 13,680 14,101
OTHER ASSETS.......................................................... 4,625 4,398 8,540
----------- ----------- -----------
$ 136,405 $ 182,544 $ 177,528
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these statements.
F-3
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------ JUNE 29,
LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1996 1997
------------------------------------ ----------- ----------- -----------
<S> <C> <C> <C>
CURRENT LIABILITIES:
Accounts and drafts payable......................................... $ 13,973 $ 18,028 $ 21,865
Accrued salaries and wages.......................................... 4,490 4,336 4,321
Other accrued liabilities........................................... 1,973 3,828 1,630
Estimated self-insurance liabilities................................ 5,778 4,238 3,471
Current maturities of long-term debt................................ 2,612 4,364 638
Current maturities of equipment obligations......................... 4,804 4,957 --
----------- ----------- -----------
Total current liabilities..................................... 33,630 39,751 31,925
----------- ----------- -----------
LONG-TERM EQUIPMENT OBLIGATIONS....................................... 24,232 53,484 --
----------- ----------- -----------
LONG-TERM DEBT........................................................ 36,173 46,219 101,564
----------- ----------- -----------
ESTIMATED SELF-INSURANCE LIABILITIES.................................. 15,337 16,783 17,732
----------- ----------- -----------
OTHER NONCURRENT LIABILITIES.......................................... 4,654 5,266 7,836
----------- ----------- -----------
REDEEMABLE PREFERRED STOCK............................................ 2,600 5,318 5,318
----------- ----------- -----------
STOCKHOLDERS' EQUITY:
Common stock -- 3,000,000 shares authorized; issued -- 605,400,
550,895, and 550,895 shares at December 31, 1995 and 1996, and
June 29, 1997, respectively; par value $2.50..................... 2,810 2,677 2,677
Additional paid-in capital.......................................... 2,117 533 533
Retained earnings................................................... 33,709 32,992 30,857
----------- ----------- -----------
38,636 36,202 34,067
Less --
Treasury stock, 2,593 shares, at cost............................ 16,881 16,881 16,881
Stock subscriptions receivable................................... 1,976 3,598 3,598
Minimum pension liability, net of tax............................ -- -- 435
----------- ----------- -----------
Total stockholders' equity.................................... 19,779 15,723 13,153
----------- ----------- -----------
$ 136,405 $ 182,544 $ 177,528
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these statements.
F-4
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
FOR THE SIX
FOR THE YEAR ENDED MONTHS ENDED
DECEMBER 31, --------------------
------------------------------- JUNE 30, JUNE 29,
1994 1995 1996 1996 1997
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES....................................... $ 241,443 $ 245,706 $ 281,075 $ 127,612 $ 156,545
--------- --------- --------- --------- ---------
OPERATING EXPENSES:
Salaries, wages and benefits........................... 71,499 63,546 67,737 32,531 34,947
Purchased transportation and rents..................... 85,470 98,903 122,635 54,542 69,131
Operations and maintenance............................. 52,768 50,240 52,924 22,696 32,158
Depreciation and amortization.......................... 11,783 13,731 16,255 7,173 9,336
Taxes and licenses..................................... 2,829 2,755 2,613 1,175 1,457
Insurance and claims................................... 4,870 3,483 4,766 2,015 4,402
Communication and utilities............................ 5,417 6,056 7,213 3,594 3,320
(Gain) loss on disposition of revenue equipment, net... (6) 573 290 141 45
--------- --------- --------- --------- ---------
Total operating expenses............................. 234,630 239,287 274,433 123,867 154,796
--------- --------- --------- --------- ---------
OPERATING INCOME......................................... 6,813 6,419 6,642 3,745 1,749
INTEREST EXPENSE, net.................................... 4,946 5,978 7,553 3,092 4,515
OTHER (INCOME) EXPENSE, net.............................. 92 (110) (795) (11) 165
--------- --------- --------- --------- ---------
Income (loss) before income tax provision.............. 1,775 551 (116) 664 (2,931)
INCOME TAX PROVISION (BENEFIT)........................... 710 220 46 333 (1,223)
--------- --------- --------- --------- ---------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM.................. $ 1,065 $ 331 $ (162) $ 331 $ (1,708)
--------- --------- --------- --------- ---------
EXTRAORDINARY LOSS on early extinguishment of debt, less
applicable income taxes of $133........................ -- -- -- -- ($ 199)
--------- --------- --------- --------- ---------
NET INCOME (LOSS)........................................ $ 1,065 $ 331 $ (162) $ 331 $ (1,907)
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these statements.
F-5
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
ADDITIONAL STOCK MINIMUM
COMMON PAID-IN RETAINED TREASURY SUBSCRIPTION PENSION
STOCK CAPITAL EARNINGS STOCK RECEIVABLE LIABILITY TOTAL
----------- ----------- ----------- ----------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1994........... $ 2,940 $ 3,720 $ 32,665 $ (14,888) $ (1,520) $ -- $ 22,917
Net income....................... 1,065 1,065
Reverse stock split.............. (47) (512) (559)
Retirement of common stock....... (73) (917) (990)
Purchase of common stock......... (1,993) (1,993)
Preferred stock dividends........ (195) (195)
--------- --------- --------- --------- --------- --------- ---------
BALANCE, DECEMBER 31, 1994......... $ 2,820 $ 2,291 $ 33,535 $ (16,881) $ (1,520) $ -- $ 20,245
Net income....................... 331 331
Retirement of common stock....... (48) (592) (640)
Issuance of common stock......... 38 418 (456) --
Preferred stock dividends........ (157) (157)
--------- --------- --------- --------- --------- --------- ---------
BALANCE, DECEMBER 31, 1995......... $ 2,810 $ 2,117 $ 33,709 $ (16,881) $ (1,976) $ -- $ 19,779
Net loss......................... (162) (162)
Retirement of common stock....... (56) (740) (796)
Issuance of common stock......... 150 1,647 (1,622) 175
Issuance of preferred stock...... (227) (2,491) (2,718)
Preferred stock dividends........ (355) (355)
Amortization of pension
intangible asset............... (200) (200)
--------- --------- --------- --------- --------- --------- ---------
BALANCE, DECEMBER 31, 1996......... $ 2,677 $ 533 $ 32,992 $ (16,881) $ (3,598) $ -- $ 15,723
Net loss......................... (1,907) (1,907)
Preferred stock dividends........ (178) (178)
Adjustment required to recognize
minimum pension liability...... (435) (435)
Amortization of pension
intangible asset............... (50) (50)
--------- --------- --------- --------- --------- --------- ---------
BALANCE, JUNE 29, 1997............. $ 2,677 $ 533 $ 30,857 $ (16,881) $ (3,598) (435) $ 13,153
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these statements.
F-6
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE SIX
DECEMBER 31, MONTHS ENDED
------------------------------- JUNE 30, JUNE 29,
1994 1995 1996 1996 1997
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss)................................................ $ 1,065 $ 331 $ (162) $ 331 $ (1,907)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities--
Depreciation and amortization................................ 11,783 13,731 16,255 7,173 9,336
Provision for doubtful accounts.............................. 320 338 318 198 225
Provision (benefit) for deferred income taxes................ 524 (1,777) 813 333 (1,223)
(Gain) loss on disposition of property and equipment......... (6) 573 290 141 45
Extraordinary loss related to early extinguishment of debt... -- -- -- -- 199
Changes in assets and liabilities............................ 2,881 4,248 (12,837) (8,155) (10,194)
--------- --------- --------- --------- ---------
Net cash provided by (used in) operating activities........ 16,567 17,444 4,677 21 (3,519)
--------- --------- --------- --------- ---------
INVESTING ACTIVITIES:
Acquisition of business.......................................... -- -- (15,517) (15,517) --
Additions to property and equipment.............................. (20,747) (13,270) (20,020) (9,863) (11,006)
Proceeds from sales of property and equipment.................... 1,992 2,780 1,264 1,399 751
--------- --------- --------- --------- ---------
Net cash used in investing activities...................... (18,755) (10,490) (34,273) (23,981) (10,255)
--------- --------- --------- --------- ---------
FINANCING ACTIVITIES:
Payments on equipment obligations................................ (9,248) (20,893) (11,149) (4,633) (62,439)
Proceeds from issuance of equipment obligations.................. 17,710 15,986 40,554 27,548 3,998
Increase (decrease) in bank overdrafts........................... 643 (1,529) 923 524 2,882
Proceeds from issuance of long-term debt......................... 100 -- 10,000 2,550 100,000
Payments on long-term debt....................................... (1,348) (2,211) (12,491) (1,399) (21,355)
Payments on early extinguishment of debt......................... -- -- -- -- (199)
Issuance (purchase) of common stock.............................. (1,993) -- 175 -- --
Retirement of common stock....................................... (1,549) (640) (796) (796) --
Preferred stock dividends........................................ (195) (157) (355) (162) (178)
--------- --------- --------- --------- ---------
Net cash provided by (used in) financing activities........ 4,120 (9,444) 26,861 23,632 22,709
--------- --------- --------- --------- ---------
Net increase (decrease) in cash and cash equivalents....... 1,932 (2,490) (2,735) (328) 8,935
CASH AND CASH EQUIVALENTS:
Beginning of year................................................ 9,081 11,013 8,523 8,523 5,788
--------- --------- --------- --------- ---------
End of year...................................................... $ 11,013 $ 8,523 $ 5,788 $ 8,195 $ 14,723
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
CHANGES IN ASSETS AND LIABILITIES:
(Increase) decrease in accounts receivable....................... $ (3,795) $ 1,912 $ (8,327) $ (5,692) $ (6,772)
Decrease (increase) in prepaid expenses, operating supplies and
other assets................................................... 376 (2,560) (3,515) (1,461) (5,283)
(Increase) decrease in recoverable environmental costs........... (2,818) 9,853 (5,533) (7,739) (421)
Decrease in insurance deposit.................................... 4,217 -- -- -- --
(Decrease) increase in accounts payable.......................... (73) 270 3,132 3,694 955
Increase (decrease) in accrued salaries and wages................ 2,516 (2,721) (154) 74 (15)
(Decrease) increase in accrued other............................. (35) 1,644 1,042 1,731 (975)
Increase (decrease) in estimated self-insurance liabilities...... 1,543 (2,302) (94) 1,157 182
Increase (decrease) in other noncurrent liabilities.............. 950 (1,848) 612 81 2,135
--------- --------- --------- --------- ---------
$ 2,881 $ 4,248 $ (12,837) $ (8,155) $ (10,194)
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for--
Interest..................................................... $ 4,905 $ 6,038 $ 7,442 $ 2,640 $ 4,212
Income taxes................................................. 401 2,601 326 43 45
Noncash investing and financing activities--
Issuance of capital lease obligations........................ 8,623 5,716 14,289 13,196 974
Assets acquired with capital lease obligations............... (8,623) (5,716) (14,289) (13,196) (974)
Issuance of common stock for a note.......................... -- 456 1,622 -- --
Stock subscription note receivable........................... -- (456) (1,622) -- --
Amortization of pension intangible asset..................... -- -- 200 100 50
Retained earnings adjustment................................. -- -- (200) (100) (50)
Adjustment required to recognize minimum pension liability... -- -- -- -- 435
Stockholders' equity adjustment for minimum pension
liability.................................................. -- -- -- -- (435)
Off balance sheet treatment of asset backed certificate...... -- -- -- -- (28,000)
Off balance sheet treatment of accounts receivable........... -- -- -- -- 28,000
</TABLE>
The accompanying notes are an integral part of these statements.
F-7
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)
1. BUSINESS:
Chemical Leaman Corporation (a Pennsylvania corporation) and its
subsidiaries (the "Company") offer a full range of specialized transportation
services, including short and long-haul transportation, intermodal services,
materials handling and third-party logistics, principally to the chemical
industry. In addition, the Company provides tank cleaning and driver-related
services to its own fleet as well as to independent owner-operators and
third-party carriers.
The Company derived approximately 95%, 94%, 84%, 93% and 74% of its
revenues from its wholly owned trucking subsidiary, Chemical Leaman Tank Lines,
Inc. ("CLTL"), for the years ended December 31, 1994, 1995 and 1996, and the
unaudited six month period ended June 30, 1996 and the audited six month period
ended June 29, 1997, respectively. CLTL operates 70 terminals throughout the
United States and the Canadian Provinces of Quebec and Ontario. CLTL has 22 of
its terminals located in the Northeast region of the country. CLTL generated
10%, 15% and 16% of its revenues from a single customer in the years ended
December 31, 1994, 1995 and 1996, respectively, and 16% and 19% for the
unaudited six month period ended June 30, 1996 and the audited six month period
ended June 29, 1997, respectively. CLTL's top ten customers accounted for
approximately 44%, 45% and 47% of CLTL revenues in the years ended December 31,
1994, 1995 and 1996, respectively, and 46% and 50% for the unaudited six month
period ended June 30, 1996 and the audited six month period ended June 29, 1997,
respectively. The Company derives the majority of its remaining revenue from its
wholly owned trucking subsidiary, Fleet Transport Company, Inc. ("Fleet") (see
Note 14), and from tank cleaning services through its wholly owned subsidiary,
Quala Systems, Inc. ("QSI").
The business of the Company is subject to limited seasonality, with
revenues generally declining slightly during winter months (namely the first and
fourth fiscal quarters) and over holidays. Highway transportation can be
adversely affected depending upon the severity of the weather in various
sections of the country during the winter months. The Company's operating
expenses also have been somewhat higher in the winter months, due primarily to
decreased fuel efficiency and increased maintenance costs of revenue equipment
in colder months.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany balances and transactions
have been eliminated.
Unaudited Consolidated Financial Information
In the opinion of management, the unaudited consolidated financial
information for the six month period ended June 30, 1996, reflects all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly such information in accordance with generally accepted accounting
principles and are prepared in a manner consistent with the audited consolidated
financial statements.
Use of Estimates
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. The most significant estimates with regard to these financial
statements are in the areas of estimated self-insurance liabilities and
environmental recoveries and liabilities. Actual results could differ from these
estimates.
F-8
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED)
Accounts Receivable
At December 31, 1995 and 1996, and June 29, 1997 substantially all accounts
receivable were due from customers within the chemical processing industry. The
Company does not require any security arrangements with respect to these
receivables (see Note 6).
Operating Supplies
Operating supplies, representing repair parts, fuel and unmounted tires for
revenue equipment, are valued at the lower of first-in, first-out ("FIFO") cost
or market value.
Prepaid Expenses and Other
Prepaid expenses, which consist principally of tires and hoses placed in
service, are valued at cost and are amortized over their estimated useful lives,
which range from 16 to 27 months.
Property and Equipment
Property and equipment are stated at cost. Depreciation, including
amortization of capitalized leases, is computed using the straight-line method
over the estimated useful lives of the assets, net of estimated salvage values,
or the lease periods, whichever is shorter. Estimated useful lives are as
follows: buildings and improvements, 5 to 30 years; revenue equipment, 2 to 7
years; other equipment, 2 to 10 years. Maintenance and repairs are charged to
operations as incurred. Major repairs and improvements which extend the useful
life of the related assets are capitalized and depreciated over their estimated
useful lives. When assets are retired or otherwise disposed of, the cost and
related accumulated depreciation are removed from the accounts and any resulting
gain or loss is included in operating results.
Included in other equipment is $7,871,000 at December 31, 1996, and
$10,991,000 at June 29, 1997 of capitalized costs related to the development and
implementation of a new management information system. The Company expects to
incur additional costs related to this project during 1997 which will also be
capitalized. These costs will be amortized over a period of seven years, which
is expected to begin in January 1998.
Recoverable Environmental Costs
Recoverable environmental costs consist principally of recoverable costs
under various insurance policies related to environmental matters at the
Bridgeport Site (see Note 12).
Revenue Recognition
The Company recognizes revenue when shipments are delivered or when tank
cleaning services are provided. Amounts payable to leased operators for
purchased transportation and to Company drivers for wages are accrued when the
related revenue is recognized.
Income Taxes
The Company accounts for income taxes under the liability method, whereby
deferred tax assets and liabilities are recognized for the tax effects of
temporary differences between the financial reporting and tax bases of assets
and liabilities using enacted tax rates.
Environmental Expenditures
Environmental expenditures that relate to an existing condition caused by
past operations and that do not contribute to current or future revenue
generation are expensed. Liabilities are recorded when environmental assessments
and/or cleanups are probable, and the costs can be reasonably estimated (see
Note 12).
F-9
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED)
Estimated Self-Insurance Liabilities
The Company is currently self-insured up to the following per-occurrence
retention levels:
<TABLE>
<S> <C>
o Public liability and property damage, cargo losses, and sudden and
accidental environmental losses...................................................... $ 1,000,000
o Workers' compensation................................................................. $ 500,000
o Medical benefits for salaried employees............................................... $ 100,000
o Collision and other environmental losses.............................................. No Limit
</TABLE>
The Company is responsible up to an aggregate of $9,000,000 and $5,500,000
per year for public liability at December 31, 1996 and June 29, 1997,
respectively, and $4,000,000 per year for workers' compensation liability.
The Company has excess coverage beyond the deductible levels for public
liability, property damage and sudden and accidental environmental losses. The
Company's insurable limit was $100,000,000 at December 31, 1996 and June 29,
1997 with a $2,000,000 deductible at December 31, 1996 and $1,000,000 deductible
at June 29, 1997.
The liability for self-insurance is accrued based on claims incurred, with
the liability for unsettled claims and claims incurred but not yet reported
being estimated based on management's evaluation of the nature and severity of
individual claims and the Company's past claims experience.
Statement of Cash Flows
The Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents.
Fair Value of Financial Instruments
The carrying amounts reported in the accompanying statements of financial
position for cash, accounts receivable, and accounts payable approximate fair
value because of the immediate or short-term maturities of these financial
instruments.
The fair value of the Company's debt is estimated based on the quoted
market prices for the same or similar issues or on the current rates offered to
the Company for debt of the same remaining maturities. The book value of the
Company's debt approximates fair market value.
Reclassifications
Certain prior period amounts have been reclassified to conform with the
June 29, 1997 presentation.
Changes in Accounting Policies
On January 1, 1996, the Company adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" ("SFAS No. 121"). This statement requires
recognition of impairment losses for long-lived assets whenever events or
changes in circumstances result in the carrying amount of the assets exceeding
the sum of expected future cash flows associated with such assets. The
measurement of the impairment losses to be recognized is to be based on the
difference between the fair values and the carrying amounts of the assets. SFAS
No. 121 also requires that long-lived assets held for sale be reported at the
F-10
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED)
lower of carrying amount or fair value less cost to sell. The effect of the
adoption of this policy was not material.
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation ("SFAS No. 123") was effective for 1996. This statement
provides for a fair value based method of accounting for grants of equity
instruments to employees or suppliers in return for goods or services. With
respect to stock-based compensation to employees, SFAS No. 123 permits entities
to continue to apply the provisions prescribed by APB Opinion No. 25; however,
certain pro forma disclosures must be presented as if the fair value based
method had been applied in measuring compensation cost. There were no
transactions requiring disclosure in 1995 or 1996 or for the six months ended
June 29, 1997.
In June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishment of Liabilities" ("SFAS No. 125"). This
statement provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities. Those
standards are based on consistent application of a financial-components approach
that focuses on control. Under that approach, after a transfer of financial
assets, an entity recognizes the financial and servicing assets it controls and
the liabilities it has incurred, derecognizes financial assets when control has
been surrendered, and derecognizes liabilities when extinguished. SFAS No. 125
provides consistent standards for distinguishing transfers of financial assets
that are sales from transfers that are secured borrowings. SFAS No. 125 is
effective for transfers and servicing of financial assets and extinguishments of
liabilities occurring after December 31, 1996, and is to be applied
prospectively. The Company adopted this statement during the first quarter of
1997 and accounts for its $28,000,000 asset backed certificates as a sale for
financial reporting purposes (see Note 6). Accordingly, the asset backed
certificates of $28,000,000 and the associated accounts receivable of
$28,000,000 are not reflected on the consolidated balance sheet as of June 29,
1997.
In October 1996, the American Institute of Certified Public Accountants
issued Statement of Position (SOP) 96-1, "Environmental Remediation
Liabilities". This SOP provides that environmental remediation liabilities
should be accrued when the criteria of Financial Accounting Standards Board
(FASB) Statement of Financial Accounting Standards No. 5, "Accounting for
Contingencies", are met, and that the accrual should include incremental direct
costs of the remediation effort and the costs of compensation and benefits for
those employees who are expected to devote a significant amount of time directly
to the remediation effort, to the extent of the time expected to be spent
directly on the remediation effort. The provisions of this SOP are effective for
fiscal years beginning after December 15, 1996. The Company adopted this SOP on
January 1, 1997. The effect of the adoption was not material.
F-11
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
3. INCOME TAXES:
Income tax provision comprises the following:
<TABLE>
<CAPTION>
FOR THE SIX FOR THE SIX
FOR THE YEAR ENDED MONTHS ENDED MONTHS ENDED
DECEMBER 31, JUNE 30, JUNE 29,
------------------------------- --------------- -------------
1994 1995 1996 1996 1997
--------- --------- --------- --------------- -------------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
U.S. federal:
Current.................................. $ 27 $ 1,894 $ (776) $ (388) $ --
Deferred................................. 446 (1,692) 918 643 (929)
Foreign.................................... 11 -- -- -- --
State:
Current.................................. 148 103 9 5 5
Deferred................................. 78 (85) (105) 73 (299)
--------- --------- --------- --------- ---------
$ 710 $ 220 $ 46 $ 333 $ (1,223)
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>
A reconciliation of the statutory to actual income tax provision is as
follows:
<TABLE>
<CAPTION>
FOR THE SIX FOR THE SIX
FOR THE YEAR ENDED MONTHS ENDED MONTHS ENDED
DECEMBER 31, JUNE 30, JUNE 29,
------------------------------- --------------- -------------
1994 1995 1996 1996 1997
--------- --------- --------- --------------- -------------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Statutory tax (benefit) provision............. $ 603 $ 187 $ (39) $ 226 $ (997)
Increase (decrease) resulting from:
State income taxes, net of federal tax
benefit.................................. 151 104 142 71 63
Benefit of net operating loss
carryforwards............................ (91) (99) (311) (156) (75)
Provision (benefit) of foreign tax credit
carryforwards............................ (102) (102) 51 51 51
Other, net.................................. 149 130 203 141 (265)
--------- --------- --------- --------- ---------
Actual tax provision (benefit)................ $ 710 $ 220 $ 46 $ 333 $ (1,223)
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>
F-12
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
3. INCOME TAXES: -- (CONTINUED)
Gross deferred tax assets at December 31, 1995 and 1996 and June 29, 1997
consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- JUNE 29,
1995 1996 1997
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Gross deferred tax assets:
Self insurance liabilities........................................ $ 7,932 $ 7,413 $ 7,190
Pensions.......................................................... 1,228 1,205 665
Accruals.......................................................... 901 851 778
AMT and other credit carryforwards................................ 2,413 1,921 1,932
NOL carryovers.................................................... -- 1,487 3,017
Other............................................................. 888 2,220 1,938
--------- --------- ---------
$ 13,362 $ 15,097 $ 15,520
--------- --------- ---------
--------- --------- ---------
</TABLE>
Gross deferred tax liabilities at December 31, 1995 and 1996 and June 29,
1997 consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- JUNE 29,
1995 1996 1997
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Gross deferred tax liabilities:
Depreciation...................................................... $ 7,624 $ 7,782 $ 8,488
Recoverable environmental costs................................... 3,600 5,145 5,505
Other............................................................. 1,688 2,821 799
--------- --------- ---------
$ 12,912 $ 15,748 $ 14,792
--------- --------- ---------
--------- --------- ---------
</TABLE>
The Company has an alternative minimum tax ("AMT") credit carryforward of
approximately $1,860,000 at December 31, 1996 and $1,911,000 at June 29, 1997
that can be used to offset future regular taxes in excess of AMT. The Company
has approximately $433,000 at December 31, 1996 and $4,636,000 at June 29, 1997
AMT net operating loss ("NOL") carryforwards for financial reporting purposes
which will be used in future years to offset AMT income. The Company has a net
operating loss ("NOL") carry forward of $8,874,000 for tax purposes at June 29,
1997 which begins to expire in 2011.
4. EMPLOYEE BENEFIT PLANS:
The Company maintains two noncontributory benefit plans that cover full-time
salaried employees and certain other employees under a collective bargaining
agreement. Retirement benefits for employees covered by the salaried plan are
based on years of service and compensation levels. The monthly benefit for
employees under the collective bargaining agreement plan is based on years of
service multiplied by a monthly benefit factor. Assets of the plans are invested
primarily in equity securities and fixed income investments. Pension costs are
funded in accordance with the provisions of the applicable law. Pension expense
for these plans was $561,000, $696,000 and $297,000 for the years ended December
31, 1994, 1995 and 1996, respectively, and $257,000 and $168,000 for the
unaudited six month period ended June 30, 1996 and the audited six month period
ended June 29, 1997, respectively.
F-13
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
4. EMPLOYEE BENEFIT PLANS: -- (CONTINUED)
The Company also provides supplemental retirement benefits to its employees
through defined contribution 401(k) plans. Participation in these plans is
elective. Assets of these plans are invested primarily in mutual funds.
The components of net periodic pension cost for the years ended December
31, 1994, 1995 and 1996 and the six month period ended June 29, 1997 are as
follows:
<TABLE>
<CAPTION>
JUNE 29,
1994 1995 1996 1997
--------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Service cost................................................. $ 863 $ 814 $ 1,045 $ 536
Interest cost................................................ 2,201 2,305 2,377 1,254
Actual return on plan assets................................. 37 (5,486) (3,037) (1,608)
Net amortization and deferral................................ (2,540) 3,063 (88) (14)
--------- --------- --------- ---------
$ 561 $ 696 $ 297 $ 168
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
The actuarial assumptions used in accounting for the plans are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
---------------------------- JUNE 29,
1995 1996 1997
---------------- ---------- ----------
<S> <C> <C> <C>
Discount rates.............................................. 8.25%-8.75% 7.75% 7.75%
Rate of assumed compensation increase....................... 5% 5% 5%
Expected long-term rates of return on assets................ 9%-9.5% 9%-11% 9%-11%
</TABLE>
The following table sets forth the funded status of the two plans and the
amount recognized in the Company's consolidated balance sheets at December 31,
1995 and 1996 and June 29, 1997:
F-14
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
4. EMPLOYEE BENEFIT PLANS: -- (CONTINUED)
<TABLE>
<CAPTION>
1995 1996 JUNE 29, 1997
---------------------------- ---------------------------- ----------------------------
ASSETS EXCEED ACCUMULATED ASSETS EXCEED ACCUMULATED ASSETS EXCEED ACCUMULATED
ACCUMULATED BENEFITS ACCUMULATED BENEFITS ACCUMULATED BENEFITS
BENEFITS EXCEED ASSETS BENEFITS EXCEED ASSETS BENEFITS EXCEED ASSETS
------------- ------------- ------------- ------------- ------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Actuarial present value
of benefit
obligations:
Vested................ $ 18,513 $ 7,951 $ 19,686 $ 8,700 $ 20,772 $ 9,341
Nonvested............. 294 292 343 338 296 320
--------- --------- --------- --------- --------- ---------
Accumulated benefit
obligations........... $ 18,807 $ 8,243 $ 20,029 $ 9,038 21,068 9,661
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
Projected benefit
obligations........... $ 21,424 $ 8,243 $ 22,738 $ 9,038 23,849 9,661
Plan assets at market
value................. 22,472 7,407 22,471 7,407 23,571 7,368
--------- --------- --------- --------- --------- ---------
Projected benefit
obligation less than
(in excess of) plan
assets................ 1,048 (836) (267) (1,631) (278) (2,293)
Unrecognized actuarial
gain.................. (4,587) (102) (3,272) 692 (3,287) 1,477
Unrecognized prior
service cost.......... 1,721 315 1,721 315 1,541 228
Unrecognized transition
amount................ (894) 61 (894) 61 (596) 35
Adjustment required to
recognize minimum
liability............. -- (274) -- (1,068) -- (1,739)
--------- --------- --------- --------- --------- ---------
Accrued pension
liability, included in
other noncurrent
liabilities........... $ (2,712) $ (836) $ (2,712) $ (1,631) ($ 2,620) ($ 2,292)
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
</TABLE>
The Company charged to operations payments to multiemployer pension plans
required by collective bargaining agreements of $2,471,000, $1,992,000 and
$1,870,000 for the years ended December 31, 1994, 1995 and 1996 and $949,000 and
$923,000 for the unaudited six month period ended June 30, 1996 and the audited
six month period ended June 29, 1997. These defined benefit plans cover
substantially all of the Company's union employees not covered under the
Company's plan. The actuarial present value of accumulated plan benefits and net
assets available for benefits to employees under these multiemployer plans is
not readily available (see Note 10).
SFAS No. 87, "Employers' Accounting for Pensions", requires the recognition
of an additional minimum liability for each defined benefit plan for which the
excess of the accumulated benefit obligation over plan assets exceeds the
pension liability recorded. A portion of this amount has been offset by the
recording of an intangible asset. Because the asset recognized may not exceed
the amount of unrecognized prior service cost and transition obligation on an
individual plan basis, the balance, net of tax benefits, is reported as a
reduction of stockholders' equity at June 29, 1997.
F-15
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
5. SENIOR NOTE OFFERING:
On June 16, 1997 the Company completed the sale of $100 million of Senior
Notes (the "Notes"). The Notes bear interest at a rate per annum of 10 3/8% and
are due 2005. The Notes are redeemable at the option of the Company, in whole or
in part, at any time on or after June 15, 2001, at redemption prices as defined
in the Purchase Agreement. In addition on or prior to June 15, 2000, the Company
may redeem up to 25% of the Notes at a redemption price of 110 3/8% with the net
proceeds of a Public Equity Offering, provided that not less than $75 million in
aggregate principal amount of the Notes is immediately outstanding after giving
effect to such redemption. If there is a change of control in the ownership of
the Company, each Note holder will have the right to require the Company to
purchase all or a portion of such holder's Notes at a purchase price equal to
101% of the principal amount thereof. The Notes rank pari passu in right of
payment with all existing and future unsecured and unsubordinated indebtedness
of the Company and senior in right of payment to all existing and future
subordinated indebtedness of the Company. In connection with the Notes, the
Company is subject to certain covenants that among other things, limit (1) the
incurrence of additional indebtedness by the Company, (2) the payment of
dividends on and redemption of capital stock of the Company, (3) certain
investments by the Company, (4) certain sales of assets, and (5) consolidations
and mergers of the Company. The Company used the proceeds from the Notes to
repay substantially all of the Company's outstanding indebtedness and for
working capital and general corporate purposes. The Notes are classified as
long-term debt on the consolidated balance sheet as of June 29, 1997 (See Note
6).
The Company also entered into the Registration Rights Agreement dated as of
the Closing Date (the "Registration Rights Agreement"), among the Company and
the Initial Purchasers, pursuant to which the Company granted certain
registration rights for the benefit of the holders of the Notes. Under the
Registration Rights Agreement, the Company agreed for the benefit of the holders
of the Notes that it would, at its own cost (i) within 60 days after the Closing
Date file a registration statement (the "Registration Statement") with the
Commission with respect to a registered offer to exchange the Notes for New
Notes, which will have terms substantially identical to the Notes and (ii) use
its best efforts to cause such Registration Statement to be declared effective
under the Securities Act within 120 days after the Closing Date. If for any
reason the Exchange Offer is not consummated within 150 days after the Closing
Date, the Company is obligated under the Registration Rights Agreement to file a
shelf registration statement with the Commission covering resales of the Notes.
If the Company defaults with respect to its obligations under the Registration
Rights Agreement, the Company will be obligated to pay Additional Interest of
0.25% per annum for the first 90-day period (or portion thereof) and an
additional 0.25% per annum for each subsequent 90-day period (up to a maximum
aggregate increase of 1.00% per annum) until all Registration Defaults have been
cured, whereupon the accrual of Additional Interest will cease and the interest
rate on the Notes will revert to the original rate.
6. EQUIPMENT OBLIGATIONS AND LONG-TERM DEBT:
Long-term debt as of December 31, 1995 and 1996, and June 29, 1997 consists
of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 29,
-------------------- -----------
1995 1996 1997
--------- --------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Senior Notes................................................................. $ -- $ -- $ 100,000
Asset-backed certificate..................................................... 23,000 28,000 --
Capital lease obligations.................................................... 14,863 21,729 2,202
Mortgage notes............................................................... 922 854 --
Less -- Amounts due in one year or less...................................... (2,612) (4,364) (638)
--------- --------- -----------
$ 36,173 $ 46,219 $ 101,564
--------- --------- -----------
--------- --------- -----------
</TABLE>
F-16
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
6. EQUIPMENT OBLIGATIONS AND LONG-TERM DEBT: -- (CONTINUED)
In May 1993, the Company, through one of its wholly owned subsidiaries,
sold a $23,000,000 Asset Backed Certificate (the "Certificate") to an insurance
company (the "Investor") pursuant to the terms of the related Receivables
Contribution and Purchase Agreement and the Pooling and Servicing Agreement (the
"Agreements"). The Agreements were amended and restated as of December 16, 1994,
and as of December 30, 1996, to allow for increases to the Certificate amount
now totaling $28,000,000. The Certificate is secured by the Company's
receivables, as defined in the Agreements, and may be repurchased at any time
for a purchase price equal to the unpaid principal and interest due. The
Certificate bears interest at a per-annum rate equal to the London Interbank
Offered Rate ("LIBOR") plus .80%. The Certificate is scheduled to mature in
December 1999. In accordance with the terms of the Agreements, the Company held
$1,934,000 and $3,541,400 in a restricted cash account at December 31, 1995 and
1996, respectively, and $0 at June 29, 1997. On March 30, 1997, the Agreements
were amended and restated and the provision permitting the Company to repurchase
the Certificate at any time was eliminated. As a result, the transaction is
accounted for as a sale for financial reporting purposes. Accordingly, the
Certificate of $28,000,000 and the associated accounts receivable of $28,000,000
are not reflected on the consolidated balance sheet as of June 29, 1997.
The capital lease obligations are payable in monthly installments to the
year 2001 at interest rates ranging from 6.2% to 12.0%.
Equipment obligations as of December 31, 1995 and 1996, and June 29, 1997
consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 29,
-------------------- ---------
1995 1996 1997
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
$20,000,000 Revolving Credit Agreement.............................. $ -- $ -- $ --
$12,500,000 Revolving Credit Agreement.............................. 3,479 6,829 --
$26,000,000 Revolving Credit Agreement.............................. 11,355 24,855 --
$10,000,000 Revolving Credit Agreement.............................. -- 8,325 --
Other equipment obligations at interest rates ranging from 7.5% to
12.7%, payable in installments through 2003....................... 14,202 18,432 --
Less -- Amounts due in one year..................................... (4,804) (4,957) --
--------- --------- ---------
$ 24,232 $ 53,484 $ --
--------- --------- ---------
--------- --------- ---------
</TABLE>
In May 1993, the Company entered into a $10,000,000 Revolving Credit
Agreement with a bank. The agreement was amended in July 1995 and again in July
1996, and the revolving credit line was increased to $12,500,000. This amended
agreement includes a maximum of $8,500,000 in open letters of credit, $3,900,000
of which was utilized at December 31, 1996 and June 29, 1997, respectively. The
Company pays letter of credit fees of 2% of the outstanding balance of issued
letters of credit, and a commitment fee of .5% on the unused credit line.
Borrowings under this agreement bear interest, based upon the election of the
Company, at the Base Rate, as defined, plus .75% per annum or the Adjusted
LIBOR, as defined, plus 3%. Borrowings are secured by liens against specified
revenue equipment. The Company has agreed to various loan covenants, including
the maintenance
of certain financial conditions and ratios, limitations on mergers, asset sales
and purchases, and intercompany advances among other restrictions. The Company
was in compliance with all these covenants as of December 31, 1996. This
agreement was terminated and all outstanding amounts were repaid in June of 1997
with the proceeds of the Note Offering (See Note 5).
F-17
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
6. EQUIPMENT OBLIGATIONS AND LONG-TERM DEBT: -- (CONTINUED)
The $26,000,000 Revolving Credit Agreement is with an asset-based lender.
Borrowings under this agreement bear interest at rates indexed from .75% to 1.5%
above a bank's prime rate, with a floor of 7.5%. This agreement includes a
maximum of $3,750,000 in open letters of credit, of which none were drawn at
December 31, 1996 and June 29, 1997. Borrowings are secured by liens against
certain revenue equipment and are limited to 85% of the depreciated value of
that equipment, as defined. The Company has agreed to various loan covenants,
including the maintenance of certain financial conditions and ratios,
limitations of additional debt or liens, restriction of dividends and
limitations on mergers, asset sales and purchases, and intercompany advances,
among other restrictions. The Company was in compliance with all these covenants
as of December 31, 1996 and June 29, 1997. The agreement is subject to renewal
on June 30, 1998, or alternatively it will convert to a 48-month term loan with
payments beginning August 1, 1998. The Company also pays letter of credit fees
at an annual rate of 2% of the outstanding balance of the issued letters of
credit, and fees on the unused credit line at an annual rate of .5%. This
agreement was terminated and all outstanding amounts were repaid in June of 1997
with the proceeds of the Note Offering (See Note 5).
The $10,000,000 Revolving Credit Agreement is with an asset-based lender.
Borrowings under this agreement bear interest rates indexed from .75% to 1.5%
above a bank's prime rate, with a floor of 6.5%. Borrowings are secured by liens
against certain revenue equipment and are limited to 85% of the depreciated
value of that equipment, as defined. The Company has agreed to various loan
covenants, including the maintenance of certain financial conditions and ratios,
restriction of dividends and limitations on mergers, asset sales and purchases,
and intercompany advances, among other restrictions. The Company was in
compliance with all these covenants as of December 31, 1996 and June 29, 1997.
The agreement is subject to renewal on June 30, 1998, or alternatively it will
convert to a 48-month term loan with payments beginning August 1, 1998. The
Company also pays fees on the unused credit line at an annual rate of .5%. This
agreement was terminated and all outstanding amounts were repaid in June of 1997
with the proceeds of the Note Offering (See Note 5).
In connection with the Offering of the Notes, Chemical Leaman Corporation
entered into a revolving credit facility with CoreStates Bank, N.A. (the "New
Revolving Credit Facility"). The New Revolving Credit Facility provides for up
to $20 million of revolving loans and $8.5 million letters of credit. Borrowings
under the New Revolving Credit Facility may be used for working capital and the
purchase of revenue equipment. Amounts outstanding under the New Revolving
Credit Facility will bear interest at a variable rate at the Company's election
of (i) the Base Rate (as defined therein) plus 1/2% or (ii) LIBOR (as defined
therein) plus 1.80%. The Company will be required to pay a letter of credit fee
of 1.80% per annum of letters of credit outstanding and a commitment fee of
3/8% per annum of the unused portion of the facility. The New Revolving Credit
Facility will mature in June 2000, subject to a maximum of two annual extensions
at the option of the Company upon the approval of CoreStates. The New Revolving
Credit Facility was undrawn at June 29, 1997 except for $3.9 million of stand-by
letters of credit which were rolled over from an existing facility.
The New Revolving Credit Facility is secured by $25 million of revenue
equipment held by Chemical Leaman Corporation and availability under the
facility is limited to 80% of the value of such equipment.
The New Revolving Credit Facility contains financial covenants including a
minimum net worth test and a minimum fixed charge coverage ratio. In addition,
the New Revolving Credit Facility contains covenants that restrict certain
mergers, acquisitions and sales of assets, the incurrence of indebtedness, the
payment of dividends, the repurchase of stock, the making of loans to
shareholders and the granting of liens.
F-18
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
6. EQUIPMENT OBLIGATIONS AND LONG-TERM DEBT: -- (CONTINUED)
Annual maturities of debt following June 30, 1998, excluding letters of
credit, are as follows:
<TABLE>
<CAPTION>
LONG-TERM EQUIPMENT
DEBT OBLIGATIONS
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
1998......................................................................... $ 415 $ --
1999......................................................................... 489 --
2000......................................................................... 459 --
2001......................................................................... 201 --
2002......................................................................... -- --
Subsequent................................................................... 100,000 --
----------- ---------
$ 101,564 $ --
----------- ---------
----------- ---------
</TABLE>
7. STOCKHOLDERS' EQUITY:
In April 1996, the Company completed a reverse merger transaction whereby
stockholders who owned less than 50 common shares had their shares converted
into a right to receive $6,000 per share in cash; 111 shares were converted as a
result of this transaction.
In October 1996, the Company issued a stock dividend effected in the form
of a 199-to-1 stock split to its stockholders whereby each stockholder received
199 shares of common stock for each common share held. The 1995 financial
statements have been adjusted to reflect the stock dividend.
In 1996, officers of the Company exercised rights for the purchase of 299
shares of common stock at $6,000 per share, and as consideration executed
promissory notes in favor of the Company with a maturity date of December 31,
2006, with interest payable annually at the rate of 7.25%. These notes
receivable have been classified as a stock subscription receivable in
stockholders' equity.
In 1995, an officer of the Company exercised rights for the purchase of 76
shares of common stock at $6,000 per share, and as consideration executed a
promissory note in favor of the Company with a maturity date of December 31,
2004, and interest payable annually at the rate of 6.83%. This note receivable
has been classified as a stock subscription receivable in stockholders' equity.
In 1996, the Company canceled certain options that were granted to Company
officers and paid $315,000 as consideration to the employees to cancel the
options.
In 1988, an officer of the Company exercised rights for the purchase of 250
shares of common stock at $6,080 per share, and as consideration executed a
promissory note in favor of the Company with a term of 10 years and interest
payable annually at the rate of 9.39%. This note receivable has been classified
as a stock subscription receivable in stockholders' equity.
8. MANDATORILY REDEEMABLE PREFERRED STOCK:
In August 1992, the Company issued Series A Preferred stock (the "Series A
Preferred") which has a $20,000 stated value per share and a 6% cumulative
dividend payable quarterly, subject to certain legal and contractual
limitations. The Series A Preferred can be redeemed at a premium by the Company
during the first seven years after issuance, after which time the Company may
redeem the Series A Preferred at par value plus accumulated unpaid dividends.
After ten years, the Series A Preferred holders have the right to require
redemption at par value plus accumulated unpaid dividends. The Company may not
amend certain of the terms of the Series A Preferred without the prior written
consent of the holders of at least 90% of the then-outstanding shares of Series
A Preferred. The
F-19
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
8. MANDATORILY REDEEMABLE PREFERRED STOCK: -- (CONTINUED)
Company may not issue any class or series of capital stock that is senior in
priority to the Series A Preferred while any of the shares thereof are issued
and outstanding. The Series A Preferred, as a class, has the right to elect one
member of the Board of Directors, but has no other voting rights. The Series A
Preferred has no conversion features.
In May 1996, the Company converted 151 shares of common stock held by a
stockholder into 151 Series B convertible preferred shares (the "Series B
Preferred"). The Series B Preferred has a $6,000 stated value per share and a 6%
cumulative dividend payable quarterly, subject to certain legal and contractual
limitations. After ten years, the Series B Preferred holders have the right to
require redemption at par value plus accumulated unpaid dividends. The Series B
Preferred is convertible into an equal number of fully paid and nonassessable
shares of common stock at the option of the Series B Preferred Stockholders. The
Company may not issue any class or series of capital stock that is senior in
priority to the Series B Preferred, except for the shares of Series A Preferred,
while any of the shares thereof are issued and outstanding.
In May 1996, the Company converted 302 shares of common stock held by
stockholders into 302 Series C convertible preferred shares (the "Series C
Preferred"). The Series C Preferred has a $6,000 stated value per share and an
8% cumulative dividend payable quarterly, subject to certain legal and
contractual limitations. After ten years, the Series C Preferred holders have
the right to require redemption at par value plus accumulated unpaid dividends.
The Series C Preferred has no conversion features. The Company may not issue any
class or series of capital stock that is senior in priority to the Series C
Preferred, except for the shares of Series A Preferred, while any of the shares
thereof are issued and outstanding. The Company's shares of Series C Preferred
rank, as to dividends and liquidation, equally with each other, equally with
shares of the Series B Preferred, senior and prior to the Company's common
stock, and senior to, or on a parity with, classes or series of capital stock
(other than the Company's common stock and Series A Preferred) hereafter issued
by the Company.
9. LEASES:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- JUNE 29,
1995 1996 1997
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Building, revenue equipment and other equipment financed under $ 20,757 $ 30,627 $ 4,904
capital leases....................................................
Less -- Accumulated depreciation.................................... 7,234 10,409 3,313
--------- --------- ---------
$ 13,523 $ 20,218 $ 1,591
--------- --------- ---------
--------- --------- ---------
</TABLE>
The Company leases certain terminal facilities and revenue equipment under
noncancellable operating leases with terms ranging through the year 2001. Annual
rent expense was $824,000 and $1,369,000 for the years ended December 31, 1995
and 1996, respectively, and $512,000 and $860,000 for the unaudited six month
period ended June 30, 1996 and the audited six month period ended June 29, 1997,
respectively.
F-20
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
9. LEASES: -- (CONTINUED)
The following is a schedule of future minimum lease payments for capital
and operating leases as of June 29, 1997:
<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
1997 (6 months)................................................................. $ 464 $ 1,598
1998............................................................................ 829 3,555
1999............................................................................ 730 2,699
2000............................................................................ 517 1,381
2001............................................................................ 169 650
Subsequent...................................................................... 16 2,036
--------- ---------
Total minimum lease payments.................................................... 2,725 $ 11,919
---------
---------
Less -- Amount representing interest............................................ 523
---------
Present value of minimum lease payments......................................... $ 2,202
---------
---------
</TABLE>
10. COMMITMENTS AND CONTINGENT LIABILITIES:
Commitments to purchase revenue equipment amounted to approximately
$5,504,000 and $2,555,000 at December 31, 1996 and June 29, 1997, respectively.
In connection with a dispute between the Company and a multiemployer
pension plan covering certain of the Company's union employees, the plan's
trustees have threatened to terminate the Company's participation in the pension
plan with respect to some of its employees. If such termination were to occur,
the plan's trustees have indicated that the Company would be required to pay a
partial withdrawal liability in the amount of approximately $3.8 million over a
period of two years commencing in 1999. The Company is currently negotiating
with the trustees concerning a possible settlement of the dispute, which would
permit all of the Company's covered operations to continue to participate in the
pension plan in exchange for either increased future contributions or increased
covered employment. The Company believes that the ultimate resolution of this
matter will not have a material adverse effect on the Company's financial
condition or results of operations.
The Company is a party to a lawsuit filed in 1987 against the Company and
approximately 25 other defendants in the Superior Court of New Jersey, Passaic
County (A.L.U. Textile Combining Corp. et al. v. Texaco Chemical Co., et al.,
No. L-23905-87). The approximately 175 plaintiffs seek damages claimed to exceed
$100 million resulting from a fire set to a building by trespassing arsonists.
The plaintiffs allege that the Company was negligent by delivering a shipment of
naphthalene to an outdoor facility where it could be ignited by trespassers. The
Company has denied any liability and has asserted cross-claims against the other
defendants. Discovery in the lawsuit has not yet been concluded. The Company is
currently in negotiations concerning a settlement of the claim. If a settlement
cannot be successfully concluded, the Company intends to vigorously defend
against the lawsuit and believes that it has meritorious defenses.
The Company is involved in other litigation in the normal course of
business. After consultation with legal counsel, management is of the opinion
that various claims and litigation currently pending will not materially affect
the Company's financial position or results of operations (see Note 12).
11. RELATED-PARTY TRANSACTIONS:
The Company paid consulting fees of $720,000, $730,000 and $1,251,000 for
the years ended December 31, 1994, 1995 and 1996, respectively, and $861,000 and
$460,000 for the unaudited six month period ended June 30, 1996 and the audited
six month period ended June 29, 1997, respectively, to a director of the
Company. The Company also paid consulting fees totaling $149,000, $162,000 and
F-21
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
11. RELATED-PARTY TRANSACTIONS: -- (CONTINUED)
$162,000 for the years ended December 31, 1994, 1995 and 1996, respectively, and
$72,000 and $81,000 for the unaudited six month period ended June 30, 1996 and
the audited six month period ended June 29, 1997, respectively, to certain
preferred stockholders.
On December 11, 1995, the Company and a consulting firm ("the Consulting
Firm") entered into a Service Agreement under which the Consulting Firm agreed
to assist in the development and implementation of the Company's new information
technology system on a fee for service basis. The president, controlling
stockholder and a director of the Consulting Firm is a director of the Company.
In addition, on July 1, 1996, the Company and this director entered into a
Consulting Agreement for this director to assist the Company with the management
of its new information technology system. The Consulting Agreement provides for
this director to receive a consulting fee of $20,834 per month and the potential
to receive a bonus of up to 100% of the base consulting fee, payable at the end
of 1996 and 1997. The Consulting Agreement has a termination date of December
31, 1997. The Company paid $670,000 and $2,525,000 for the years ended December
31, 1995 and 1996, respectively, and $1,273,000 and $1,375,000 for the unaudited
six month period ended June 30, 1996 and audited six month period ended June 29,
1997 to this director.
During 1995, the Company extended a $2,500,000 loan to its Chairman and
Chief Executive Officer. The loan is evidenced by a promissory note and bears
interest at 8.25% per annum. Interest under this loan is payable annually, and
the principal is due upon maturity at December 31, 2004. During 1996, the
Company extended an additional $1,000,000 loan to this officer. This loan is
also scheduled to mature December 31, 2004, and bears interest at a rate of
6.50% per annum. The loan amounts are included in notes receivable on the
consolidated balance sheets.
12. ENVIRONMENTAL MATTERS:
For a number of years the Company has been involved in two sites that have
been designated as Superfund sites by the United States Environmental Protection
Agency ("EPA") located in Bridgeport, New Jersey and West Caln Township,
Pennsylvania.
Bridgeport, New Jersey. During 1991, the Company entered into a Consent
Decree with the EPA filed in the U.S. District Court for the District of New
Jersey, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 91-2637 (JFG)
(D.N.J.), with respect to its site located in Bridgeport, New Jersey, requiring
the Company to remediate groundwater contamination. The Consent Decree allowed
the Company to undertake Remedial Design and Remedial Action ("RD/RA") related
to the groundwater operable unit of the cleanup. Costs associated with
performing the RD/RA were $1.2 million in 1996. No decision has been made as to
the extent of soil remediation to be required, if any.
In August 1994, the EPA issued a Record of Decision ("ROD") selecting a
remedy for the wetlands operable unit at the Bridgeport site. The Company has
submitted comments to the EPA that vigorously dispute the merits of the EPA's
remedy. In the last quarter of 1996, the EPA issued demands to the Company for
reimbursement of approximately $2.5 million in alleged EPA past response costs
at the site for the groundwater and wetlands operable units, and the Company
expects that additional demands may be issued in the future. The government has
not made a claim against the Company for natural resource damages. The Company
and the EPA are negotiating a settlement of the EPA's response cost claims. If
the EPA accepts the Company's latest offer, the Company will be permitted to
reimburse the EPA's cost at the site over a three year period at a total cost of
$3.3 million, plus interest.
The Company is in litigation with its insurers to recover its costs in
connection with the environmental cleanup at the Bridgeport site. On April 7,
1993, the U.S. District Court for the District of New Jersey entered a judgment
requiring the insurers to reimburse the Company for substantially all past and
future environmental cleanup costs at the Bridgeport site. The insurers appealed
the judgment
F-22
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
12. ENVIRONMENTAL MATTERS: -- (CONTINUED)
to the U.S. Court of Appeals for the Third Circuit, but before the appeal was
decided the Company and its primary insurer settled all of the Company's claims,
including claims asserted or to be asserted at other sites, for $11.5 million.
This insurer dismissed its appeal, but the excess carriers did not. On June 20,
1996, the U.S. Court of Appeals affirmed the judgment against the excess
insurance carriers, except for the allocation of liability among applicable
policies, and remanded the case for an allocation of damage liability among the
insurers and applicable policies on a several basis. The allocation proceeding
and the Company's petition for recovery of its legal costs are presently pending
before the U.S. District Court.
It is the belief of environmental counsel to the Company, and management,
that receipt of insurance proceeds sufficient to recover all or substantially
all of the costs of remediating the Bridgeport site, including attorney fees and
expenses, is likely to occur. The Company capitalized $1,647,000 and $4,243,000
during 1995 and 1996, respectively, and $421,000 during the six month period
ended June 29, 1997, of current costs related to the Bridgeport site based upon
their probable future recovery. The deferred costs of $9,437,000, $13,680,000
and $14,101,000 are classified as recoverable costs in the consolidated balance
sheets at December 31, 1995 and 1996, and June 29, 1997, respectively.
West Caln Township, Pennsylvania. The EPA has alleged that the Company
disposed of hazardous materials at the William Dick Lagoons Superfund Site
located in West Caln Township, Pennsylvania. In 1991, the EPA issued ROD I,
requiring the installation of a public water supply for some residents near the
site. In November 1991, the EPA issued special notice letters to the Company and
another potentially responsible party ("PRP") soliciting implementation of ROD
I. In March 1992, the EPA issued a unilateral order to the Company and the other
party directing them to implement ROD I. The Company declined to comply based on
its belief that it had sufficient cause not to comply.
In April 1993, the EPA issued ROD II, selecting a remedy for the soil
remediation phase of this cleanup program. The EPA and the Company agreed that
the Company would be afforded the opportunity to implement its preferred remedy
for the soil remediation phase and to settle its differences with the EPA
regarding the public water supply issue. Pursuant to a Consent Decree lodged
with the U.S. District Court for the Eastern District of Pennsylvania on October
10, 1995, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 95-CV-4264
(RJB) (E.D.P.A.), the Company paid the EPA $713,674 in June 1996, $713,674 in
October 1996, and approximately $300,000 in November 1995, and established a
$300,000 irrevocable standby letter of credit. These payments settled EPA's
claim relating to past response costs and failure to install a public water
supply in accordance with ROD I. The Consent Decree requires the Company to make
an additional payment to EPA of $700,000 in October 1997, perform an interim
groundwater remedy at the site, and finance the soil remedy at an estimated cost
of approximately $4.1 million. The Consent Decree does not cover the final
groundwater remedy or other site remedies, or claims, if any, for natural
resource damages.
Other Sites. On August 5, 1992, the Company entered into a CD with the
City and State of New York settling its liability for alleged contamination of
five municipal landfills located in New York City. The CD, which was entered by
the United States District Court for the Southern District of New York on August
7, 1992, obligated the Company to pay to the State of New York $133,227 by
September 16, 1992. This payment was made as required. The CD also obligated the
Company to pay the City of New York $1,419,183 on June 30, 1995. The Company and
the City of New York agreed in principle to a deferral of the June 30, 1995
payment in exchange for an increase in the total amount due from the Company. In
accordance with that agreement, the Company paid the City of New York $500,000
in June 1995. Three additional payments of $250,000 were made on March 31, 1996,
June 30, 1996, and March 30, 1997. A final payment of $379,576 was made on June
30, 1997.
F-23
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED)
12. ENVIRONMENTAL MATTERS: -- (CONTINUED)
In addition, the Company has also been named as a defendant and a
potentially responsible party at a number of former waste disposal sites. In
these matters the Company's involvement is relatively limited and generally
arises out of shipment of wastes by or for the Company in the ordinary course of
business over many years to contaminated sites owned and operated by third
parties.
Although the extent and timing of the litigation, settlement and possible
cleanup costs at the foregoing sites, other than certain phases of the
Bridgeport and West Caln Township sites, are not reasonably estimable at this
time, it is anticipated that the Company will expend substantial amounts with
respect to such sites.
The Company has recorded total charges (credits) to income of $2,700,000,
$2,388,000 and $2,280,000 for the years ended December 31, 1994, 1995 and 1996,
respectively, and $(1,392,000) and $760,000 for the unaudited six month period
ended June 30, 1996 and the audited six month period ended June 29, 1997,
respectively, with regard to the foregoing environmental cleanup and related
charges. At December 31, 1995 and 1996, and June 29, 1997, the reserve for
environmental liabilities was approximately, $15,309,000, $13,115,000 and
$12,400,000, respectively, and this reserve is included in estimated
self-insurance liabilities in the consolidated balance sheets.
13. INVESTMENT:
The Company has a zero coupon bond of $2,236,000, which is required as
security under the Company's insurance program. The bond is scheduled to mature
February 15, 2016. The bond is classified as held-to-maturity, and has a value
of $737,000 which consists of the initial purchase price and accretion of income
and is included in other assets on the consolidated balance sheets.
14. ACQUISITION:
In June 1996, the Company and BMI Transportation, Inc. ("BMI") signed an
asset purchase agreement in which the Company purchased certain assets
(equipment and receivables) and assumed certain liabilities, as defined, of
Fleet Transport Company, Inc. ("Fleet"), a division of BMI. The consideration
for the assets purchased was $15,500,000 and the assumption of capital lease
obligations of approximately $7,400,000. Additionally, the Company assumed
certain operating leases related to revenue equipment. The Company retained
$1,500,000 of the purchase price to be utilized to perform any necessary or
appropriate environmental cleanup on the facilities purchased from BMI. This
amount is reflected as a liability in the consolidated balance sheet. To the
extent the Company does not utilize the $1,500,000 on or prior to the second
anniversary of the closing date, the Company is required to pay one half of the
unused portion to BMI with interest thereon at an annual rate of 8%. The balance
of the unused portion is required to be paid to BMI on the third anniversary of
the closing date with interest thereon at an annual rate of 8%. The acquisition
was accounted for under the purchase method of accounting. Based on the
allocation of the purchase price, no goodwill resulted from this acquisition.
Under the terms of the asset purchase agreement, there is an additional
contingent payment of up to a maximum of $7,000,000 that the Company is required
to make if revenues and earnings of Fleet exceed certain levels, as defined, for
the 12-month period ended June 29, 1997. Based on the revenues and earnings of
Fleet for the 12-month period ended June 29, 1997, the Company does not
anticipate making the contingent payment. Operating results for Fleet are
included in the Company's consolidated statement of operations beginning June
29, 1996. The accompanying statement of operations for the year ended December
31, 1996 and the audited six month period ended June 29, 1997, includes $461,000
and $711,000, respectively, of net loss attributable to the Fleet acquisition.
F-24
<PAGE>
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
BALANCE AT
BEGINNING OF BALANCE AT
PERIOD ADDITIONS DEDUCTIONS END OF PERIOD
------------------ ----------- ----------- -------------
<S> <C> <C> <C> <C>
FOR SIX MONTH PERIOD ENDED JUNE 29, 1997
Accounts receivable allowance for doubtful accounts.... 570 225 (131) 664
FOR YEAR ENDED DECEMBER 31, 1996
Accounts receivable allowance for doubtful accounts.... 323 318 (71) 570
FOR YEAR ENDED DECEMBER 31, 1995
Accounts receivable allowance for doubtful accounts.... 212 338 (227) 323
</TABLE>
F-25
<PAGE>
================================================================================
ALL TENDERED OLD NOTES, EXECUTED LETTERS OF TRANSMITTAL AND OTHER RELATED
DOCUMENTS SHOULD BE DIRECTED TO THE EXCHANGE AGENT. QUESTIONS AND REQUESTS FOR
ASSISTANCE AND REQUESTS FOR ADDITIONAL COPIES OF THE PROSPECTUS, THE LETTER OF
TRANSMITTAL AND OTHER RELATED DOCUMENTS SHOULD BE ADDRESSED TO THE EXCHANGE
AGENT AS FOLLOWS.
BY MAIL:
FIRST UNION NATIONAL BANK
1525 WEST W. T. HARRIS BLVD. 3C3
CHARLOTTE, NORTH CAROLINA 28288
ATTENTION: MICHAEL KLOTZ
FACSIMILE TRANSMISSION:
(704) 590-7628
BY HAND/OVERNIGHT EXPRESS:
FIRST UNION NATIONAL BANK
1525 WEST W. T. HARRIS BLVD. 3C3
CHARLOTTE, NORTH CAROLINA 28288
ATTENTION: MICHAEL KLOTZ
FACSIMILE TRANSMISSION:
(704) 590-7628
TO CONFIRM RECEIPT:
(704) 590-7408
(ORIGINALS OF ALL DOCUMENTS SUBMITTED BY FACSIMILE SHOULD BE SENT PROMPTLY
BY HAND, OVERNIGHT COURIER OR REGISTERED OR CERTIFIED MAIL)
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED IN CONNECTION WITH ANY
OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED HEREBY, NOR
DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCE CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
================================================================================
================================================================================
OFFER TO EXCHANGE ALL OUTSTANDING
10 3/8% SENIOR NOTES DUE 2005
($100,000,000 PRINCIPAL AMOUNT)
FOR 10 3/8% SENIOR NOTES DUE 2005
[LOGO]
CHEMICAL LEAMAN CORPORATION
------------------
PROSPECTUS
------------------
, 1997
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Chemical Leaman Corporation (the "Company") is a Pennsylvania corporation.
Sections 513 and 518 of the Pennsylvania Corporations and Unincorporated
Associations statute (the "Associations Code"), Sections 1741-1750 of the
Pennsylvania Business Corporation Law of 1988 (the "BCL") and the Company's
By-Laws provide for indemnification of the Company's directors and officers. As
permitted under Section 518 of the Associations Code and 1741-1750 of the BCL,
the Company's By-Laws provide that the Company shall indemnify directors and
officers against all expenses incurred in connection with actions, suits
(whether civil, criminal, administrative or investigative, including derivative
actions) threatened or pending against or completed with respect to, such
officer or director (including expenses incurred or to be incurred by virtue of
being called as a witness) by reason of the fact that he or she is or was a
officer or director of the Company, or by reason of the fact that such officer
or director serves or served as an employee or agent of any entity at the
Company's request, unless the act or failure to act on the part of the officer
or director giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness. In addition, the
Company's By-Laws, consistent of Section 1713 of the BCL, state that the
responsibility or liability of the Company's directors will not be limited if
such liability arises out of a breach or failure by such officer or director to
perform his or her duties under the BCL and such breach or failure to perform
said duties constituted self-dealing or wilful misconduct or recklessness.
Moreover, under the BCL and the Company's By-Laws, the personal liability of the
Company's officers and directors shall not be limited if the responsibility or
liability arises under or any criminal statute or the liability concerns the
payment of tax pursuant to federal, state or local law. Section 1745 of the BCL
and the Company's By-Laws permit the Company to pay expenses incurred in
connection with any such action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding upon the Company receipt of an
undertaking by or on behalf of the representative to repay the amount so
advanced if said person is ultimately determined not to be entitled to
indemnification under the BCL or the By-Laws. The By-Laws provide that the
Company's officers and directors shall have the right to employ his or her own
legal counsel in such action, but the fees and expenses of such counsel incurred
after notice from the Company of its assumption of the defense thereof shall be
at the expense of such person unless: (i) the employment of legal counsel by
such person shall have been authorized by the Company; (ii) such person shall
have reasonably concluded that there may be a conflict of interest between the
Company and such person in the conduct of the defense of such proceeding; or
(iii) the Company shall in fact have employed legal counsel to assume the
defense of such action. The Company shall not be entitled to assume the defense
of any proceeding brought by or on behalf of the Company or as to which such
person shall have reasonably concluded that there may be a conflict of interest
if indemnification under the By-Laws or advancement of expenses are not paid or
made by the Company, or on its behalf, within 90 days after a written claim for
indemnification or a request for an advancement of expenses has been received by
the Company; and such person may, at any time thereafter, bring suit against the
Company to recover the unpaid amount of the claim or the advancement of
expenses. The By-Laws, in accordance with Section 518 of the Associations Code
and Section 1750 of the BCL, further provide that indemnification and
advancement of expenses shall, unless otherwise provided when authorized,
continue as to a person who has ceased to be a director, officer, employee or
agent; and, pursuant to Section 1747 of the BCL, the By-Laws also provide that
the Company shall have the power to purchase and maintain insurance on behalf of
any person who is a director, officer, employee or agent of the Company, or who
is serving at the request of the Company against any liability asserted against
him or her and incurred in any such capacity, or arising out of his or her
status as such, whether or not the Company would have the power to indemnify him
or her against such liability under the BCL.
II-1
<PAGE>
Under the Company's By-laws, it is the policy of the Company to indemnify
officers and directors to the fullest extent permitted by law, and Section 1743
of the BCL mandates indemnification against expenses, including attorney's fees,
actually and reasonably incurred by an officer, director or representative when
such individuals are ultimately successful on the merits or otherwise in defense
of any third-party action or proceedings, or of any derivative or corporate
actions, or in defense of any claim, issue or matter therein.
The foregoing discussion is qualified in its entirety by reference to the
Associations Code, the BCL and the By-Laws of the Company.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ------------ -------
<S> <C>
1.1 Purchase Agreement, dated as of June 10, 1997, by and among Chemical Leaman Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Schroder Wertheim & Co. Incorporated.
2.1 Asset Purchase Agreement, dated June 28, 1996, among Fleet Transport Company, Inc., Fleet
Transport Va., Inc., Bulk Storage, Inc., BMI Transportation, Inc., Fleet Acquisition Corporation
and Chemical Leaman Corporation.
2.2 Plan of Merger between CLC Merger Corp. and Chemical Leaman Corporation, effective March 25, 1996.
3.1 Articles of Incorporation of Chemical Leaman Corporation as amended.
3.2 By-Laws of Chemical Leaman Corporation.
4.1 Indenture, dated as of June 16, 1997, between Chemical Leaman Corporation and First Union National
Bank, as trustee, relating to the 10 3/8% Senior Notes due 2005 of Chemical Leaman Company.
4.2 Form of New Note (contained in Exhibit 4.1 as Exhibit A-2).
*5.1 Opinion of Pepper, Hamilton & Scheetz LLP regarding legality of the securities being registered.
10.1 Registration Rights Agreement, dated as of June 16, 1997, by and among Chemical Leaman Corporation
and Merrill Lynch, Pierce, Fenner & Smith & Co. Incorporated and Schroder Wertheim & Co.
Incorporated.
10.2 Revolving Credit Agreement, dated as of June 16, 1997, between Chemical Leaman Corporation and
CoreStates Bank, N.A.
10.3 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation and David M.
Boucher.
10.4 Promissory Note, dated September 10, 1996, for $262,500 by David M. Boucher to Chemical Leaman
Corporation.
10.5 Pledge Agreement, dated September 10, 1996, by and between Chemical Leaman Corporation and David
M. Boucher.
10.6 Letter Agreement for cancellation of stock options, dated September 10, 1996, by and between
Chemical Leaman Corporation and Eugene C. Parkerson.
10.7 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation and Eugene C.
Parkerson.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ------------ -------
<S> <C>
10.8 Promissory Note, dated September 10, 1996, for $244,844 by Eugene C. Parkerson to Chemical Leaman
Corporation.
10.9 Pledge Agreement, dated September 10, 1996, by and between Chemical Leaman Corporation and Eugene
C. Parkerson.
10.10 Amendment to Stock Purchase and Pledge Agreement, dated September 10, 1996, by and between
Chemical Leaman Corporation and Philip J. Ringo.
10.11 Promissory Note, dated September 10, 1996, for $67,500 by Philip J. Ringo to Chemical Leaman
Corporation.
10.12 Stock Purchase and Pledge Agreement, dated August 9, 1995, between Chemical Leaman Corporation and
Philip J. Ringo.
10.13 Promissory Note, dated August 9, 1995, for $456,000 by Philip J. Ringo to Chemical Leaman
Corporation.
10.14 Letter Agreement for cancellation of stock options, dated September 10, 1996, by and between
Chemical Leaman Corporation and Reuben M. Rosenthal.
10.15 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation and Reuben M.
Rosenthal.
10.16 Promissory Note, dated September 10, 1996, for $188,088 by Reuben M. Rosenthal to Chemical Leaman
Corporation.
10.17 Pledge Agreement, dated September 10, 1996 by and between Chemical Leaman Corporation and Reuben
M. Rosenthal.
10.18 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation and Fernando C.
Colon-Osorio.
10.19 Promissory Note, dated September 10, 1996, for $209,250 by Fernando C. Colon-Osorio to Chemical
Leaman Corporation.
10.20 Pledge Agreement, dated September 10, 1996, by and between Chemical Leaman Corporation and
Fernando C. Colon-Osorio.
10.21 Promissory Note, dated November 10, 1988, for $1,520,000 by David R. Hamilton to Chemical Leaman
Corporation.
10.22 Promissory Note, dated January 25, 1995, for $2,500,000 by David R. Hamilton to Chemical Leaman
Corporation.
10.23 Promissory Note, dated January 2, 1996, for $1,000,000 by David R. Hamilton to Chemical Leaman
Corporation.
10.24 Consultant Agreement, dated January 1, 1995, by and between Chemical Leaman Corporation and George
McFadden.
10.25 Service Agreement, dated December 11, 1995, by and between Chemical Leaman Tank Lines, Inc. and
Acumen Consulting Group, Inc.
10.26 Consulting Agreement, dated July 1, 1996, by and between Chemical Leaman Corporation and Fernando
C. Colon-Osorio.
10.27 Consulting Agreement, dated July 1, 1996, by and between Samuel F. Niness, Jr. and Chemical Leaman
Tank Lines, Inc.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ------------ --------
<S> <C>
10.28 Agreement and Release, dated June 10, 1994, by and between Charles Fernald and
Chemical Leaman Corporation.
10.29 Letter Agreement for employment, dated June 1, 1995, by and among Chemical Leaman Corporation,
Chemical Leaman Tank Lines, Inc., David R. Hamilton, George McFadden and Philip J. Ringo.
10.30 Amendment to Letter Agreement, dated October 31, 1995, by and among Chemical Leaman Corporation,
Chemical Leaman Tank Lines, Inc. and Philip J. Ringo.
10.31 Exchange Agreement, dated May 22, 1996, by and between Chemical Leaman Corporation and Karen
Lloyd.
10.32 Uniform Bulk Motor Carrier Contract, dated October 1, 1991, by and between Chemical Leaman Tank
Lines, Inc. and The Dow Chemical Company.
10.33 Lease Agreement, dated November 14, 1979, by and between Pickering Place and Chemical Leaman
Corporation.
10.34 Revolving Credit Agreement, dated June 28, 1996, by and among Fleet Acquisition Corporation and
Associates Commercial Corporation; First Amendment thereto dated as of December 31, 1996; and
Second Amendment thereto dated as of March 30, 1997.
10.35 Amended and Restated Revolving Credit Agreement, dated as of January 1, 1994, by and among
Chemical Leaman Tank Lines, Inc. ("CLTL") and Associates Commercial Corporation; First Amendment
thereto dated as of June 6, 1994; Second Amendment thereto dated as of June 30, 1994; Third
Amendment thereto dated as of December 31, 1994; Fourth Amendment thereto dated as of June 30,
1995; Fifth Amendment thereto dated as of December 31, 1995; Sixth Amendment thereto dated as of
April 11, 1996; Seventh Amendment thereto dated as of June 30, 1996; Eighth Amendment thereto
dated as of December 31, 1996; and Ninth Amendment thereto dated as of March 30, 1997.
10.36 Credit Agreement, dated July 31, 1995, by and between CLTL and CoreStates Bank, N.A.; Amendment
No. 1 thereto dated May 31, 1996; Amendment No. 2 thereto dated July 31, 1996; Amendment No. 3
thereto dated November 22, 1996; and Amendment No. 4 thereto dated January 13, 1997.
10.37 Receivables Contribution and Purchase Agreement, dated as of May 14, 1993, by and among CLTL,
Quala Systems, Inc., Chemical Leaman Corporation, and Pickering Way Funding Corp.; First Amendment
thereto dated as of December 16, 1994; Second Amendment thereto dated as of December 30, 1996; and
Third Amendment thereto dated as of March 30, 1997.
10.38 Pickering Way Funding Trust Pooling and Servicing Agreement, dated as of May 14, 1993, by and
among Pickering Way Funding Corp., Chemical Leaman Corporation, and Fidelity Bank; First Amendment
thereto dated as of December 16, 1994; Second Amendment thereto dated as of June 23, 1995; Second
Amendment thereto dated as of December 30, 1996, by and among Pickering Way Funding Corp.,
Chemical Leaman Corporation, and First Union National Bank (as successor interest to Fidelity
Bank); Third Amendment thereto dated as of March 30, 1997; and Fourth Amendment thereto dated as
of June 11, 1997.
10.39 Certificate Purchase Agreement, dated December 30, 1996, by and among Pickering, First Union
National Bank and Transamerica Life Insurance and Annuity Company.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ------------ -------
<S> <C>
10.40 Service Marketing Services Agreement, dated May 19, 1995, between Union Pacific Railroad Company
and CLTL.
12.1 Statement regarding computation of ratio of earnings to fixed charges for Chemical Leaman
Corporation.
21.1 Subsidiaries of Chemical Leaman Corporation.
23.1 Consent of Arthur Andersen LLP, independent public accountants.
*23.2 Consent of Pepper, Hamilton & Scheetz LLP (to be included in Exhibit 5.1).
24(a) Certified Board Resolution re Power of Attorney of Certain Directors.
24(b) Power of Attorney of Certain Directors (included on page II-8 of the Registration Statement).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939 of First Union National Bank on
Form T-1.
27.1 Financial Data Schedule.
99.1 Form of Letter of Transmittal for the 10 3/8% Senior Notes due 2005.
99.2 Form of Notice of Guaranteed Delivery.
</TABLE>
- ------------------
* To be filed by amendment.
II-5
<PAGE>
(b) Financial Statement Schedules
Certain schedules have been omitted because they are not applicable, not
required, or the required information is included in the Financial Statements or
the notes thereto.
ITEM 22. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Chemical Leaman Corporation, has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the city
of Exton, Commonwealth of Pennsylvania, on the 4th day of August, 1997.
By: /s/ DAVID R. HAMILTON
---------------------------------
David R. Hamilton
Chairman of the Board,
Chief Executive Officer
and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David R. Hamilton and David M. Boucher, and each
or either of them, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, or any registration
statement for the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on August 4, 1997 by the following
persons in the capacities indicated:
SIGNATURES TITLE
---------- -----
By: /s/ DAVID R. HAMILTON Chairman of the Board,
------------------------------ Chief Executive Officer
David R. Hamilton and President
By: /s/ DAVID M. BOUCHER Senior Vice President,
------------------------------ Chief Financial Officer,
David M. Boucher Secretary, Director.
By: /s/ EUGENE C. PARKERSON Executive Vice President,
------------------------------ Administration; Director
Eugene C. Parkerson
By: /s/ PHILIP J. RINGO Director
------------------------------
Philip J. Ringo
By: /s/ REUBEN M. ROSENTHAL Director
------------------------------
Reuben M. Rosenthal
By: /s/ FERNANDO C. COLON-OSORIO Director
------------------------------
Fernando C. Colon-Osorio
II-7
<PAGE>
SIGNATURES TITLE
---------- -----
By: /s/ G. MICHAEL CRONK Director
------------------------------
G. Michael Cronk
By: /s/ CHARLES E. FERNALD, JR. Director
------------------------------
Charles E. Fernald, Jr.
By: /s/ SAMUEL C. HAMILTON, JR. Director
------------------------------
Samuel C. Hamilton, Jr.
By: /s/ JOHN H. MCFADDEN Director
------------------------------
John H. McFadden
By: /s/ GEORGE MCFADDEN Director
------------------------------
George McFadden
By: /s/ SAMUEL F. NINESS, JR. Director
------------------------------
Samuel F. Niness, Jr.
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER AND DESCRIPTION OF EXHIBIT
- ---------------------------------
<S> <C>
1.1 Purchase Agreement, dated as of June 10, 1997, by and among Chemical Leaman
Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Schroder
Wertheim & Co. Incorporated.
2.1 Asset Purchase Agreement, dated June 28, 1996, among Fleet Transport Company, Inc.,
Fleet Transport Va., Inc., Bulk Storage, Inc., BMI Transportation, Inc., Fleet
Acquisition Corporation and Chemical Leaman Corporation.
2.2 Plan of Merger between CLC Merger Corp. and Chemical Leaman Corporation, effective
March 25, 1996.
3.1 Articles of Incorporation of Chemical Leaman Corporation as amended.
3.2 By-Laws of Chemical Leaman Corporation.
4.1 Indenture, dated as of June 16, 1997, between Chemical Leaman Corporation and First
Union National Bank, as trustee, relating to the 10 3/8% Senior Notes due 2005 of
Chemical Leaman Company.
10.1 Registration Rights Agreement, dated as of June 16, 1997, by and among Chemical
Leaman Corporation and Merrill Lynch, Pierce, Fenner & Smith & Co. Incorporated and
Schroder Wertheim & Co. Incorporated.
10.2 Revolving Credit Agreement, dated as of June 16, 1997, between Chemical Leaman
Corporation and CoreStates Bank, N.A.
10.3 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation
and David M. Boucher.
10.4 Promissory Note, dated September 10, 1996, for $262,500 by David M. Boucher to
Chemical Leaman Corporation.
10.5 Pledge Agreement, dated September 10, 1996, by and between Chemical Leaman
Corporation and David M. Boucher.
10.6 Letter Agreement for cancellation of stock options, dated September 10, 1996, by and
between Chemical Leaman Corporation and Eugene C. Parkerson.
10.7 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation
and Eugene C. Parkerson.
10.8 Promissory Note, dated September 10, 1996, for $244,844 by Eugene C. Parkerson to
Chemical Leaman Corporation.
10.9 Pledge Agreement, dated September 10, 1996, by and between Chemical Leaman
Corporation and Eugene C. Parkerson.
10.10 Amendment to Stock Purchase and Pledge Agreement, dated September 10, 1996, by and
between Chemical Leaman Corporation and Philip J. Ringo.
10.11 Promissory Note, dated September 10, 1996, for $67,500 by Philip J. Ringo to
Chemical Leaman Corporation.
10.12 Stock Purchase and Pledge Agreement, dated August 9, 1995, between Chemical Leaman
Corporation and Philip J. Ringo.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER AND DESCRIPTION OF EXHIBIT
- ---------------------------------
<S> <C>
10.13 Promissory Note, dated August 9, 1995, for $456,000 by Philip J. Ringo to Chemical
Leaman Corporation.
10.14 Letter Agreement for cancellation of stock options, dated September 10, 1996, by and
between Chemical Leaman Corporation and Reuben M. Rosenthal.
10.15 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation
and Reuben M. Rosenthal.
10.16 Promissory Note, dated September 10, 1996, for $188,088 by Reuben M. Rosenthal to
Chemical Leaman Corporation.
10.17 Pledge Agreement, dated September 10, 1996 by and between Chemical Leaman
Corporation and Reuben M. Rosenthal.
10.18 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation
and Fernando C. Colon-Osorio.
10.19 Promissory Note, dated September 10, 1996, for $209,250 by Fernando C. Colon-Osorio
to Chemical Leaman Corporation.
10.20 Pledge Agreement, dated September 10, 1996, by and between Chemical Leaman
Corporation and Fernando C. Colon-Osorio.
10.21 Promissory Note, dated November 10, 1988, for $1,520,000 by David R. Hamilton to
Chemical Leaman Corporation.
10.22 Promissory Note, dated January 25, 1995, for $2,500,000 by David R. Hamilton to
Chemical Leaman Corporation.
10.23 Promissory Note, dated January 2, 1996, for $1,000,000 by David R. Hamilton to
Chemical Leaman Corporation.
10.24 Consultant Agreement, dated January 1, 1995, by and between Chemical Leaman
Corporation and George McFadden.
10.25 Service Agreement, dated December 11, 1995, by and between Chemical Leaman Tank
Lines, Inc. and Acumen Consulting Group, Inc.
10.26 Consulting Agreement, dated July 1, 1996, by and between Chemical Leaman Corporation
and Fernando C. Colon-Osorio.
10.27 Consulting Agreement, dated July 1, 1996, by and between Samuel F. Niness, Jr. and
Chemical Leaman Tank Lines, Inc.
10.28 Agreement and Release, dated June 10, 1994, by and between Charles Fernald and
Chemical Leaman Corporation.
10.29 Letter Agreement for employment, dated June 1, 1995, by and among Chemical Leaman
Corporation, Chemical Leaman Tank Lines, Inc., David R. Hamilton, George McFadden
and Philip J. Ringo.
10.30 Amendment to Letter Agreement, dated October 31, 1995, by and among Chemical Leaman
Corporation, Chemical Leaman Tank Lines, Inc. and Philip J. Ringo.
10.31 Exchange Agreement, dated May 22, 1996, by and between Chemical Leaman Corporation
and Karen Lloyd.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER AND DESCRIPTION OF EXHIBIT
- ---------------------------------
<S> <C>
10.32 Uniform Bulk Motor Carrier Contract, dated October 1, 1991, by and
between Chemical Leaman Tank Lines, Inc. and The Dow Chemical Company.
10.33 Lease Agreement, dated November 14, 1979, by and between Pickering Place and
Chemical Leaman Corporation.
10.34 Revolving Credit Agreement, dated June 28, 1996, by and among Fleet Acquisition
Corporation and Associates Commercial Corporation; First Amendment thereto dated as
of December 31, 1996; and Second Amendment thereto dated as of March 30, 1997.
10.35 Amended and Restated Revolving Credit Agreement, dated as of January 1, 1994, by and
among Chemical Leaman Tank Lines, Inc. ("CLTL") and Associates Commercial
Corporation; First Amendment thereto dated as of June 6, 1994; Second Amendment
thereto dated as of June 30, 1994; Third Amendment thereto dated as of December 31,
1994; Fourth Amendment thereto dated as of June 30, 1995; Fifth Amendment thereto
dated as of December 31, 1995; Sixth Amendment thereto dated as of April 11, 1996;
Seventh Amendment thereto dated as of June 30, 1996; Eighth Amendment thereto dated
as of December 31, 1996; and Ninth Amendment thereto dated as of March 30, 1997.
10.36 Credit Agreement, dated July 31, 1995, by and between CLTL and CoreStates Bank,
N.A.; Amendment No. 1 thereto dated May 31, 1996; Amendment No. 2 thereto dated July
31, 1996; Amendment No. 3 thereto dated November 22, 1996; and Amendment No. 4
thereto dated January 13, 1997.
10.37 Receivables Contribution and Purchase Agreement, dated as of May 14, 1993, by and
among CLTL, Quala Systems, Inc., Chemical Leaman Corporation, and Pickering Way
Funding Corp.; First Amendment thereto dated as of December 16, 1994; Second
Amendment thereto dated as of December 30, 1996; and Third Amendment thereto dated
as of March 30, 1997.
10.38 Pickering Way Funding Trust Pooling and Servicing Agreement, dated as of May 14,
1993, by and among Pickering Way Funding Corp., Chemical Leaman Corporation, and
Fidelity Bank; First Amendment thereto dated as of December 16, 1994; Second
Amendment thereto dated as of June 23, 1995; Second Amendment thereto dated as of
December 30, 1996, by and among Pickering Way Funding Corp., Chemical Leaman
Corporation, and First Union National Bank (as successor interest to Fidelity Bank);
Third Amendment thereto dated as of March 30, 1997; and Fourth Amendment thereto
dated as of June 11, 1997.
10.39 Certificate Purchase Agreement, dated December 30, 1996, by and among Pickering,
First Union National Bank and Transamerica Life Insurance and Annuity Company.
10.40 Service Marketing Services Agreement, dated May 19, 1995, between Union Pacific
Railroad Company and CLTL.
12.1 Statement regarding computation of ratio of earnings to fixed charges for Chemical
Leaman Corporation.
21.1 Subsidiaries of Chemical Leaman Corporation.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER AND DESCRIPTION OF EXHIBIT
- ---------------------------------
<S> <C>
23.1 Consent of Arthur Andersen LLP, independent public accountants.
24(a) Certified Board Resolution re Power of Attorney of Certain Directors.
24(b) Power of Attorney of Certain Directors (included on page II-8 of the Registration
Statement).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939 of First Union
National Bank on Form T-1.
27.1 Financial Data Schedule.
99.1 Form of Letter of Transmittal for the 10 3/8% Senior Notes due 2005.
99.2 Form of Notice of Guaranteed Delivery.
</TABLE>
CHEMICAL LEAMAN CORPORATION
$100,000,000
10-3/8% Senior Notes due 2005
PURCHASE AGREEMENT
Dated as of June 10, 1997
<PAGE>
$100,000,000
CHEMICAL LEAMAN CORPORATION
(a Pennsylvania corporation)
10-3/8% Senior Notes due 2005
PURCHASE AGREEMENT
June 10, 1997
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Schroder Wertheim & Co. Incorporated
as Representatives of the several
Initial Purchasers
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209
Ladies and Gentlemen:
Chemical Leaman Corporation, a Pennsylvania corporation (the
"Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and each of the other
Initial Purchasers named in Schedule A hereto (collectively, the "Initial
Purchasers," which term shall also include any initial purchaser substituted as
hereinafter provided in Section 11 hereof), for whom Merrill Lynch and Schroder
Wertheim & Co. Incorporated are acting as representatives (in such capacity, the
"Representatives"), with respect to the issue and sale by the Company and the
purchase by the Initial Purchasers, acting severally and not jointly, of the
respective principal amounts set forth in Schedule A hereto of $100,000,000
aggregate principal amount of the Company's 10-3/8% Senior Notes due 2005 (the
"Securities"). The Securities are to be issued pursuant to an indenture dated as
of June 16, 1997 (the "Indenture") between the Company and First Union National
Bank, as trustee (the "Trustee"). Securities issued in book-entry form will be
issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant
<PAGE>
to a letter agreement, to be dated as of the Closing Time (as defined in Section
2(b) hereof) (the "DTC Agreement"), among the Company, the Trustee and DTC.
The Company understands that the Initial Purchasers propose to
make an offering of the Securities on the terms and in the manner set forth
herein and agrees that the Initial Purchasers may resell, subject to the
conditions set forth herein, all or a portion of the Securities to purchasers
("Subsequent Purchasers") at any time after the date of this Agreement. The
Securities are to be offered and sold through the Initial Purchasers without
being registered under the Securities Act of 1933, as amended (the "1933 Act"),
in reliance upon exemptions therefrom. Pursuant to the terms of the Securities
and the Indenture, investors that acquire Securities may only resell or
otherwise transfer such Securities if such Securities are hereafter registered
under the 1933 Act or if an exemption from the registration requirements of the
1933 Act is available (including the exemption afforded by Rule 144A ("Rule
144A"), Rule 144 ("Rule 144") or Regulation S ("Regulation S") of the rules and
regulations promulgated under the 1933 Act by the Securities and Exchange
Commission (the "Commission")).
The Company has prepared and delivered to each Initial
Purchaser copies of a preliminary offering memorandum dated May 29, 1997 (the
"Preliminary Offering Memorandum") and has prepared and will deliver to each
Initial Purchaser, on the date hereof or the next succeeding day, copies of a
final offering memorandum dated June 10, 1997 (the "Final Offering Memorandum"),
each for use by such Initial Purchaser in connection with its solicitation of
purchases of, or offering of, the Securities. "Offering Memorandum" means, with
respect to any date or time referred to in this Agreement, the most recent
offering memorandum (whether the Preliminary Offering Memorandum or the Final
Offering Memorandum, or any amendment or supplement to either such document),
including exhibits thereto, which has been prepared and delivered by the Company
to the Initial Purchasers in connection with their solicitation of purchases of,
or offering of, the Securities.
The holders of Securities (including the Initial Purchasers
and their direct and indirect transferees) will be entitled to the benefits of a
registration rights agreement, to be dated as of June 16, 1997 (the
"Registration Rights Agreement"), between the Company and the Initial
Purchasers. Pursuant to the Registration Rights Agreement, the Company will
agree to file with the Commission under the circumstances set forth therein (i)
a registration statement under the 1933 Act registering the Exchange Securities
(as defined in the Registration Rights Agreement) to be offered in exchange for
-2-
<PAGE>
the Securities and to use its best efforts to cause such registration statement
to be declared effective and/or (ii) a shelf registration statement pursuant to
Rule 415 under the 1933 Act relating to the resale of the Securities by holders
thereof or, if applicable, relating to the resale of Private Exchange Securities
(as defined in the Registration Rights Agreement) by the Initial Purchasers and
to use its best efforts to cause such shelf registration statement to be
declared effective.
This Agreement, the Indenture, the Securities, the Exchange
Securities, the Private Exchange Securities and the Registration Rights
Agreement are sometimes referred to herein collectively as the "Operative
Documents."
All references in this Agreement to financial statements and
schedules and other information which is "contained," "included" or "stated" in
the Offering Memorandum (or other references of like import) shall be deemed to
mean and include all such financial statements and schedules and other
information which are incorporated by reference in the Offering Memorandum.
Capitalized terms used herein and not defined herein shall
have the meanings ascribed in the Indenture.
SECTION 1. Representations and Warranties.
(a) The Company represents and warrants to each Initial
Purchaser as of the date hereof and as of the Closing Time, and agrees with each
Initial Purchaser as follows:
(i) Neither the Company nor any of its affiliates (as
defined in Rule 501(b) under the 1933 Act) ("Affiliates") has, directly
or indirectly, solicited any offer to buy or offered to sell, and will,
directly or indirectly, solicit any offer to buy or offer to sell, in
the United States or to any United States citizen or resident, any
security which is or would be integrated with the sale of the
Securities in a manner that would require the Securities to be
registered under the 1933 Act.
(ii) The Preliminary Offering Memorandum as of its date did
not, and the Final Offering Memorandum as of the date hereof does not,
and at the Closing Time the Final Offering Memorandum will not, include
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
-3-
<PAGE>
circumstances under which they were made, not misleading; provided,
however, that this representation, warranty and agreement shall not
apply to statements in or omissions from the Preliminary Offering
Memorandum or the Final Offering Memorandum made in reliance upon and
in conformity with information furnished to the Company in writing by
any Initial Purchaser through Merrill Lynch expressly for use therein.
(iii) The accountants who certified the financial statements
and supporting schedules included in the Offering Memorandum are
independent certified public accountants with respect to the Company
and its subsidiaries within the meaning of Regulation S-X under the
1933 Act.
(iv) The financial statements, together with the related
schedules and notes, included in the Offering Memorandum present fairly
the financial position of the Company and its consolidated subsidiaries
at the dates indicated and the statement of operations, stockholders'
equity and cash flows of the Company and its consolidated subsidiaries
for the periods specified; said financial statements have been prepared
in conformity with generally accepted accounting principles ("GAAP")
applied on a consistent basis throughout the periods involved. The
supporting schedules, if any, included in the Offering Memorandum
present fairly in accordance with GAAP the information required to be
stated therein. The selected consolidated financial data and the
summary consolidated financial data included in the Offering Memorandum
present fairly the information shown therein and have been compiled on
a basis consistent with that of the audited financial statements
included in the Offering Memorandum. The statistical information and
other market-related data included in the Offering Memorandum presents
fairly, in all material respects, the information shown thereby and is
derived from sources which the Company believes is accurate in all
material respects.
(v) Since the respective dates as of which information is
given in the Offering Memorandum, except as otherwise stated therein,
(A) there has been no material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or
business prospects of the Company and the Subsidiaries (as defined in
Section 1(a)(vii)) considered as one enterprise, whether or not arising
in the ordinary course of business (a "Material Adverse Change"), (B)
there have been no transactions entered into by the Company or any of
-4-
<PAGE>
the Subsidiaries, other than those in the ordinary course of business,
which are material with respect to the Company and the Subsidiaries
considered as one enterprise, and (C) there has been no dividend or
distribution of any kind declared, paid or made by the Company on any
class of its capital stock.
(vi) The Company has been duly organized and is validly
existing as a corporation in good standing under the laws of the
Commonwealth of Pennsylvania and has corporate power and authority to
own, lease and operate its properties and to conduct its business as
described in the Offering Memorandum and to enter into and perform its
obligations under the Operative Documents; and the Company is duly
qualified as a foreign corporation to transact business and is in good
standing in each other jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure so to qualify or to
be in good standing would not have a material adverse effect on the
condition, financial or otherwise, or on the earnings, business affairs
or business prospects of the Company and the Subsidiaries considered as
one enterprise (a "Material Adverse Effect").
(vii) The entities listed on Schedule C hereto are the only
subsidiaries, direct and indirect, of the Company (collectively, the
"Subsidiaries"). Each Subsidiary has been duly organized and is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has corporate power and authority to
own, lease and operate its properties and to conduct its business as
described in the Offering Memorandum and is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason
of the ownership or leasing of property or the conduct of business,
except where the failure so to qualify or to be in good standing would
not have a Material Adverse Effect; except as otherwise disclosed in
the Offering Memorandum, all of the issued and outstanding capital
stock of each Subsidiary has been duly authorized and validly issued,
is fully paid and non-assessable and is owned by the Company, directly
or through Subsidiaries, free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equity; none of the
-5-
<PAGE>
outstanding shares of capital stock of the Subsidiaries was issued in
violation of any preemptive or similar rights arising by operation of
law, or under the charter or by-laws of any Subsidiary or under any
agreement to which the Company or any Subsidiary is a party.
(viii) The authorized, issued and outstanding capital stock of
the Company is as set forth in the Offering Memorandum in the column
entitled "Actual" under the caption "Capitalization"; all of the issued
and outstanding shares of the capital stock of the Company has been
duly authorized and validly issued, is fully paid and non-assessable;
none of the issued and outstanding shares of capital stock of the
Company was issued in violation of any preemptive rights or similar
rights arising by operation of law or under the charter or by-laws of
the Company or under any agreement to which the Company is a party.
(ix) This Agreement has been duly authorized, executed and
delivered by the Company.
(x) The Indenture has been duly authorized by the Company
and, at the Closing Time, will have been duly executed and delivered by
the Company and will constitute a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms,
except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws
relating to or affecting enforcement of creditors' rights generally or
by general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law).
(xi) The Registration Rights Agreement has been duly
authorized by the Company and, at the Closing Time, will have been duly
executed and delivered by the Company and will constitute a valid and
binding agreement of the Company, enforceable against the Company in
accordance with its terms, except (i) as the enforcement thereof may be
limited by bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization, moratorium or
other similar laws relating to or affecting enforcement of creditors'
rights generally or by general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law)
and (ii) as the enforcement of rights to indemnification and
contribution thereunder may be limited by federal or state securities
laws or regulations or the public policy underlying such laws or
regulations.
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<PAGE>
(xii) The Securities have been duly authorized by the Company
and, at the Closing Time, will have been duly executed by the Company
and, when authenticated in the manner provided for in the Indenture and
delivered against payment of the purchase price therefor as provided in
this Agreement, will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their
terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws
relating to or affecting enforcement of creditors' rights generally, or
by general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law), and will be in the
form contemplated by, and entitled to the benefits of, the Indenture.
(xiii) The Exchange Securities and the Private Exchange
Securities have been duly authorized by the Company and, when executed
by the Company and authenticated in the manner provided for in the
Indenture and delivered in exchange for the Securities in accordance
with the terms of the Registration Rights Agreement, will constitute
valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or other similar laws relating to or affecting enforcement
of creditors' rights generally, or by general principles of equity
(regardless of whether enforcement is considered in a proceeding in
equity or at law), and will be in the form contemplated by, and
entitled to the benefits of, the Indenture.
(xiv) The New Revolving Credit Facility has been duly
authorized by the Company and, at the Closing Time, will have been duly
executed and delivered by the Company and will constitute a valid and
binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization, moratorium or
other similar laws relating to or affecting enforcement of creditors'
rights generally or by general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).
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<PAGE>
(xv) The Securities, the Exchange Securities, the
Registration Rights Agreement and the Indenture will conform in all
material respects to the respective statements relating thereto
contained in the Offering Memorandum.
(xvi) Neither the Company nor any of the Subsidiaries is in
violation of its charter or by-laws or in default in the performance or
observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, deed of trust, loan or
credit agreement, note, lease or other agreement or instrument to which
the Company or any of the Subsidiaries is a party or by which any of
them may be bound, or to which any of the property or assets of the
Company or any of the Subsidiaries is subject (collectively, the
"Agreements and Instruments"), except for such defaults that would not
have, individually or in the aggregate, a Material Adverse Effect; and
the execution, delivery and performance of each of the Operative
Documents and the New Revolving Credit Facility and any other agreement
or instrument entered into or issued or to be entered into or issued by
the Company in connection with the transactions contemplated hereby or
thereby or in the Offering Memorandum and the consummation of the
transactions contemplated herein and in the Offering Memorandum
(including the issuance and sale of the Securities and the use of the
proceeds from the sale of the Securities as described in the Offering
Memorandum under the caption "Use of Proceeds" and the issuance and
delivery of the Exchange Securities and the Private Exchange
Securities, if any) and compliance by the Company with its obligations
hereunder and thereunder have been duly authorized by all necessary
corporate action and do not and will not, whether with or without the
giving of notice or passage of time or both, conflict with or
constitute a breach of, or default or a Repayment Event (as defined
below) under, or a violation of or result in the creation or imposition
of any lien, charge or encumbrance upon any property or assets of the
Company or any of the Subsidiaries pursuant to, the Agreements and
Instruments, the charter or by-laws of the Company or any of the
Subsidiaries or any applicable law, statute, rule, regulation,
judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, having jurisdiction over
the Company or any of its subsidiaries or any of their respective
assets or properties. As used herein, a "Repayment Event" means any
event or condition which gives the holder of any note, debenture or
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<PAGE>
other evidence of indebtedness (or any person acting on such holder's
behalf) the right to require the repurchase, redemption or repayment of
all or a portion of such indebtedness by the Company or any of the
Subsidiaries.
(xvii) (A) No labor dispute with the employees of the Company
or any of the Subsidiaries exists or, to the knowledge of the Company,
is imminent, and (B) the Company is not aware of any existing or
imminent labor disturbance by the employees of any of its or any of the
Subsidiaries' principal suppliers, manufacturers, customers or
contractors, which, in the case of either (A) or (B), would have a
Material Adverse Effect.
(xviii) Except as disclosed in the Offering Memorandum, there
is no action, suit, proceeding, inquiry or investigation before or by
any court or governmental agency or body, domestic or foreign, now
pending, or, to the knowledge of the Company, threatened, against or
affecting the Company or any of the Subsidiaries or any of their
respective properties or assets which would have, individually or in
the aggregate, a Material Adverse Effect, or which would materially and
adversely affect the properties or assets of the Company or any of the
Subsidiaries or the performance by the Company of its obligations under
the Operative Documents and the New Revolving Credit Facility. The
aggregate of all pending legal or governmental proceedings to which the
Company or any of the Subsidiaries is a party or of which any of their
respective property or assets is the subject which are not described in
the Offering Memorandum, including ordinary routine litigation
incidental to the business, would not have, individually or in the
aggregate, a Material Adverse Effect.
(xix) The Company and the Subsidiaries own or possess, or can
acquire on reasonable terms, adequate patents, patent rights, licenses,
inventions, copyrights, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary or confidential information,
systems or procedures), trademarks, service marks, trade names or other
intellectual property (collectively, "Intellectual Property") necessary
to carry on the business now operated by them, and neither the Company
nor any of the Subsidiaries has received any notice or is otherwise
aware of any infringement of or conflict with asserted rights of others
with respect to any Intellectual Property or of any facts or
circumstances which would render any Intellectual Property invalid or
inadequate to protect the interest of the Company or any of the
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<PAGE>
Subsidiaries therein, and which infringement or conflict (if the
subject of any unfavorable decision, ruling or finding) or invalidity
or inadequacy would have, individually or in the aggregate, a Material
Adverse Effect.
(xx) Subject to the assumptions set forth in Section
1(a)(xxxi) below, no filing with, or authorization, approval, consent,
license, order, registration, qualification or decree of, any court or
governmental authority or agency is necessary or required in connection
with the offering, issuance or sale of the Securities, the Exchange
Securities or the Private Exchange Securities, the performance by the
Company of its obligations under the Operative Documents or the
consummation of the transactions contemplated thereby, except as may be
required (A) in connection with the registration of the Exchange
Securities or the Private Exchange Securities under the 1933 Act or the
qualification of the Indenture under the 1939 Act (as defined in
paragraph (xxxi) below) pursuant to the Registration Rights Agreement
or (B) pursuant to state securities or "blue sky" laws.
(xxi) The Company and the Subsidiaries possess such permits,
licenses, approvals, consents and other authorizations (collectively,
"Governmental Licenses") issued by the appropriate federal, state,
local or foreign regulatory agencies or bodies (including, without
limitation, the U.S. Department of Transportation ("DOT"), the Federal
Highway Administration, the Surface Transportation Board and any
applicable state highway and transportation agencies), that are
necessary to conduct the business now operated by them; the Company and
the Subsidiaries are in compliance with the terms and conditions of all
such Governmental Licenses, except where the failure so to comply would
not, individually or in the aggregate, have a Material Adverse Effect;
all of the Governmental Licenses are valid and in full force and
effect, except when the invalidity of such Governmental Licenses or the
failure of such Governmental Licenses to be in full force and effect
would not have, individually or in the aggregate, a Material Adverse
Effect; neither the Company nor any of the Subsidiaries has received
any notice of proceedings relating to the revocation or modification of
any such Governmental Licenses that, if the subject of an unfavorable
decision, ruling or finding, would have, individually or in the
aggregate, a Material Adverse Effect.
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<PAGE>
(xxii) Neither the Company nor any of the Subsidiaries is in
violation of any law, ordinance, administrative or governmental rule or
regulation or court decree applicable to it or any of its properties or
assets, except for such violations that would not, individually or in
the aggregate, have a Material Adverse Effect.
(xxiii) The Company and the Subsidiaries have good and
marketable title to all real and other property owned by the Company
and the Subsidiaries, in each case, after giving effect to the
transactions contemplated herein, free and clear of all mortgages,
pledges, liens, security interests, claims, restrictions or
encumbrances of any kind, except such as (a) are described in the
Offering Memorandum or (b) do not, individually or in the aggregate,
materially affect the value of such property and do not interfere with
the use made and proposed to be made (including the sale thereof) of
such property by the Company or any of the Subsidiaries; and all of the
leases and subleases material to the business of the Company and the
Subsidiaries, considered as one enterprise, and under which the Company
or any of the Subsidiaries holds properties described in the Offering
Memorandum, are in full force and effect, and neither the Company nor
any of the Subsidiaries has any notice of any material claim of any
sort that has been asserted by anyone adverse to the rights of the
Company or any of the Subsidiaries under any of the leases or subleases
mentioned above, or affecting or questioning the rights of the Company
or any of the Subsidiaries to the continued possession of the leased or
subleased premises under any such lease or sublease, except for such
claims that would not, individually or in the aggregate, have a
Material Adverse Effect.
(xxiv) The Company and the Subsidiaries have filed all
federal, state, local and foreign tax returns that are required to be
filed or have duly requested extensions thereof and have paid all taxes
required to be paid by any of them and any related assessments, fines
or penalties, except for any such tax, assessment, fine or penalty that
is being contested in good faith and by appropriate proceedings and for
which adequate reserves have been made in accordance with GAAP; and
adequate charges, accruals and reserves have been provided for in the
financial statements included in the Offering Memorandum in respect of
all federal, state, local and foreign taxes for all periods as to which
the tax liability of the Company or any of the Subsidiaries has not
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been finally determined or remains open to examination by applicable
taxing authorities.
(xxv) Other than as disclosed in the Offering Memorandum,
none of the Company nor any of the Subsidiaries has any profit sharing,
deferred compensation, stock option, stock purchase, phantom stock or
similar plans, including agreements evidencing rights to purchase
securities or to share in the profits of the Company or any of the
Subsidiaries, which would be required to be disclosed in a registration
statement on Form S-1 under the 1933 Act.
(xxvi) Except as described in the Offering Memorandum and
except as would not have, individually or in the aggregate, a Material
Adverse Effect, (A) neither the Company nor any of the Subsidiaries is
in violation of, or has received any notice that it is subject to
liability under, any federal, state, local or foreign statute, law,
rule, regulation, ordinance, code, or rule of common law and any
judicial or administrative interpretation thereof including any
judicial or administrative order, decree, judgment or injunction,
relating to pollution or protection of human health or the environment
(including, without limitation, ambient air, indoor air, surface water,
groundwater, land surface or subsurface strata and natural resources),
including, without limitation, those relating to the release or
threatened release of chemicals, pollutants, contaminants, wastes,
toxic substances, hazardous substances or constituents, petroleum or
petroleum products or any other substances or materials subject to
regulation under Environmental Laws (collectively, "Hazardous
Materials") or to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Hazardous
Materials (collectively, "Environmental Laws"), (B) the Company and the
Subsidiaries have, or have filed timely application for, all permits,
licenses, authorizations and approvals required under any applicable
Environmental Laws, all of which are in full force and effect, and are
each in compliance with their requirements, (C) there are no pending
or, to the knowledge of the Company, threatened administrative,
regulatory or judicial actions, suits, demands, demand letters, claims,
liens, notices of noncompliance, violation or potential responsibility
or liability, investigation or proceedings pursuant to any
Environmental Law against the Company or any of the Subsidiaries, or to
the knowledge of the Company, any of their respective
predecessors-in-interest for which the Company or any of the
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<PAGE>
Subsidiaries is liable and (D) there are no past or present events,
conditions or circumstances which would reasonably be expected to form
the basis of an order to conduct response or corrective action, or an
action, suit or proceeding by any private party or governmental agency,
against or affecting, or requiring capital or operating expenditures
by, the Company or any of the Subsidiaries pursuant to any
Environmental Laws.
(xxvii) Except as described in the Offering Memorandum, neither
the Company nor any of the Subsidiaries has incurred any liability for
any prohibited transaction or funding deficiency or any complete or
partial withdrawal liability with respect to any pension, profit
sharing or other plan which is subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), to which the Company
or the Subsidiaries makes or ever has made a contribution and in which
any employee of the Company or any such Subsidiary is or has ever been
a participant, which in the aggregate would have a Material Adverse
Effect. With respect to such plans, each of the Company and the
Subsidiaries is in compliance in all respects with all applicable
provisions of ERISA, except where the failure to so comply would not,
individually or in the aggregate, have a Material Adverse Effect.
(xxviii) The Company is not, and upon the issuance and sale of
the Securities as herein contemplated and the application of the net
proceeds therefrom as described in the Offering Memorandum, will not
be, an "investment company" or an entity "controlled" by an "investment
company" as such terms are defined in the Investment Company Act of
1940, as amended (the "1940 Act").
(xxix) The Securities are eligible for resale pursuant to Rule
144A and will not be, at the Closing Time, of the same class as
securities listed on a national securities exchange registered under
Section 6 of the Securities Exchange Act of 1934, as amended (the "1934
Act"), or quoted in a U.S. automated interdealer quotation system.
(xxx) None of the Company, its Affiliates, or any person
acting on its or any of their behalf (other than the Initial
Purchasers, as to which the Company makes no representation) has
engaged or will engage, in connection with the offering of the
Securities, in any form of general solicitation or general advertising
within the meaning of Rule 502(c) under the 1933 Act or has offered or
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<PAGE>
will offer the Securities in any manner involving a public offering
within the meaning of Section 4(2) of the 1933 Act.
(xxxi) Assuming that the representations and warranties of the
Initial Purchasers contained in Section 2(c) are true, correct and
complete, and assuming compliance by the Initial Purchasers with their
covenants in Section 6, and assuming that the representations and
warranties contained in the Transferee Letters of Representation
substantially in the form of Annex A to the Offering Memorandum (the
"Transferee Letters") completed by Institutional Accredited Investors
(as defined in Section 6(a)(i)) purchasing Securities from the Initial
Purchasers are true and correct as of the Closing Time, and assuming
compliance by such Institutional Accredited Investors with the
agreements in the Transferee Letters, it is not necessary in connection
with the offer, sale and delivery of the Securities to the Initial
Purchasers and to each Subsequent Purchaser in the manner contemplated
by this Agreement and the Offering Memorandum to register the
Securities under the 1933 Act or to qualify the Indenture under the
Trust Indenture Act of 1939, as amended (the "1939 Act").
(xxxii) With respect to those Securities sold in reliance on
Regulation S, (A) none of the Company, its Affiliates or any person
acting on its or their behalf (other than the Initial Purchasers, as to
whom the Company makes no representation) has engaged or will engage in
any directed selling efforts within the meaning of Regulation S and (B)
each of the Company and its Affiliates and any person acting on its or
their behalf (other than the Initial Purchasers, as to whom the Company
makes no representation) has complied and will comply with the offering
restrictions requirement of Regulation S.
(xxxiii) Neither the consummation of the transactions
contemplated hereby nor the sale, issuance, execution or delivery of
the Securities, nor the application of the proceeds therefrom (if
applied as described in the Offering Memorandum under the caption "Use
of Proceeds"), will violate Regulation G (12 C.F.R. Part 207), T (12
C.F.R. Part 220), U (12 C.F.R. Part 221) or X (12 C.F.R. Part 224) of
the Board of Governors of the Federal Reserve System.
(xxxiv) Neither the Company nor any of the Subsidiaries nor any
of their respective directors, officers or controlling persons has
taken, directly or indirectly, any action designed, or which might
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<PAGE>
reasonably be expected to cause or result, under the 1934 Act, in, or
which has constituted, stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the
Securities, the Exchange Securities or the Private Exchange Securities.
(b) Any certificate signed by any officer of the Company or
any of the Subsidiaries delivered to the Representatives or to counsel for the
Initial Purchasers shall be deemed a representation and warranty by the Company
to each Initial Purchaser as to the matters covered thereby.
SECTION 2. Sale and Delivery to Initial Purchasers; Closing.
(a) On the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, the Company
agrees to sell to each Initial Purchaser, severally and not jointly, and each
Initial Purchaser, severally and not jointly, agrees to purchase from the
Company, at the price set forth in Schedule B hereto, the aggregate principal
amount of Securities set forth in Schedule A hereto opposite the name of such
Initial Purchaser, plus any additional principal amount of Securities which such
Initial Purchaser may become obligated to purchase pursuant to the provisions of
Section 11 hereof.
(b) Payment of the purchase price for, and delivery of
certificates in definitive form for, the Securities shall be made at the offices
of Cahill Gordon & Reindel, 80 Pine Street, New York, New York 10005, or at such
other place as shall be agreed upon by Merrill Lynch and the Company, at 9:00
A.M. (New York City time) on June 16, 1997 (unless postponed in accordance with
the provisions of Section 11), or such other time not later than ten business
days after such date as shall be agreed upon by Merrill Lynch and the Company
(such time and date of payment and delivery being herein called the "Closing
Time").
Payment shall be made to the Company by wire transfer of
immediately available funds to a bank account designated by the Company, against
delivery to Merrill Lynch for the respective accounts of the Initial Purchasers
of certificates for the Securities to be purchased by them. It is understood
that each Initial Purchaser has authorized Merrill Lynch, for its account, to
accept delivery of, receipt for, and make payment of the purchase price for, the
Securities which it has agreed to purchase. Merrill Lynch, individually and not
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as representative of the Initial Purchasers, may (but shall not be obligated to)
make payment of the purchase price for the Securities to be purchased by any
Initial Purchaser whose funds have not been received by, the Closing Time, but
such payment shall not relieve such Initial Purchaser from its obligations
hereunder. The certificates representing the Securities shall be registered in
such names and in such denominations as the Initial Purchasers may request not
less than two full business days in advance of Closing Time and shall be made
available for examination and packaging by the Initial Purchasers in New York,
New York not later than 10:00 A.M. (New York City time) on the last business day
prior to the Closing Time.
(c) Each Initial Purchaser severally and not jointly
represents and warrants to, and agrees with, the Company that it is a "qualified
institutional buyer" within the meaning of Rule 144A under the 1933 Act (a
"Qualified Institutional Buyer") and an "accredited investor" within the meaning
of Rule 501(a) under the 1933 Act (an "Accredited Investor").
SECTION 3. Covenants of the Company. The Company covenants
with each Initial Purchaser as follows:
(a) The Company has furnished or, as promptly as possible,
will furnish to each Initial Purchaser, without charge, such number of
copies of the Preliminary Offering Memorandum, the Final Offering
Memorandum and any amendments and supplements thereto as such Initial
Purchaser may reasonably request.
(b) The Company will immediately notify each Initial
Purchaser, and confirm such notice in writing, of (x) any filing made
by the Company of information relating to the offering of the
Securities with any securities exchange or any other regulatory body in
the United States or any other jurisdiction, and (y) prior to the
completion of the placement of the Securities by the Initial Purchasers
as evidenced by a notice in writing from the Initial Purchasers to the
Company (from the date hereof to such completion, the "Offering
Period"), any material changes in or affecting the earnings, business
affairs or business prospects of the Company and the Subsidiaries which
(i) make any statement in the Offering Memorandum false or misleading
or (ii) are not disclosed in the Offering Memorandum. In such event or
if during the Offering Period any event shall occur as a result of
which it is necessary, in the reasonable opinion of the Company, its
counsel, the Initial Purchasers or counsel for the Initial Purchasers,
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<PAGE>
to amend or supplement the Offering Memorandum in order that the
Offering Memorandum not include any untrue statement of a material fact
or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances then existing,
not misleading or if, in the opinion of the Company, its counsel, the
Initial Purchasers, or counsel for the Initial Purchasers, such
amendment or supplement is necessary to comply with applicable law, the
Company will (subject to Section 3(c) hereof) forthwith amend or
supplement the Offering Memorandum by preparing and furnishing to each
Initial Purchaser an amendment or amendments of, or a supplement or
supplements to, the Offering Memorandum (in such number as the Initial
Purchasers may reasonably request), at its own expense, so that, as so
amended or supplemented, the Offering Memorandum will not include an
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances existing at the time it is delivered to a Subsequent
Purchaser, not misleading or so that the Offering Memorandum, as so
amended or supplemented, shall comply with applicable law, as the case
may be. The Company agrees to notify the Initial Purchasers in writing
to suspend use of the Offering Memorandum as promptly as practicable
after the occurrence of an event specified in clause (y) of this
paragraph (b), and the Initial Purchasers hereby agree as promptly as
practicable after receipt of such notice from the Company to suspend
use of the Offering Memorandum until the Company has amended or
supplemented the Offering Memorandum to correct such misstatement or
omission or to effect such compliance.
(c) The Company will advise each Initial Purchaser promptly of
any proposal to amend or supplement the Offering Memorandum during the
Offering Period and will not effect such amendment or supplement
without the prior written consent of the Initial Purchasers. Neither
the consent of the Initial Purchasers, nor the Initial Purchaser's
delivery of any such amendment or supplement, shall constitute a waiver
of any of the conditions set forth in Section 5 hereof.
(d) The Company will use its best efforts, in cooperation with
the Initial Purchasers, to qualify the Securities for offering and sale
under the applicable securities laws of such jurisdictions as the
Representatives may designate and will maintain such qualifications in
effect as long as required for the resale of the Securities by the
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<PAGE>
Initial Purchasers as contemplated herein; provided, however, that the
Company shall not be obligated to file any general consent to service
of process or to qualify as a foreign corporation or as a dealer in
securities in any jurisdiction in which it is not so qualified or to
subject itself to taxation in respect of doing business in any
jurisdiction in which it is not otherwise so subject.
(e) The Company shall take all reasonable action necessary to
enable Standard & Poor's Ratings Group, a division of McGraw Hill, Inc.
("S&P"), and Moody's Investors Service, Inc. ("Moody's") to provide
their respective credit ratings of the Securities.
(f) The Company will cooperate with the Representatives and
use its best efforts to permit the Securities to be eligible for
clearance and settlement through the facilities of DTC and to be
designated as PORTAL Securities in accordance with the rules and
regulations of the National Association of Securities Dealers, Inc.
(g) The Company will use the net proceeds received by it from
the sale of the Securities in the manner specified in the Offering
Memorandum under the heading "Use of Proceeds."
(h) The Company will, so long as the Securities or Exchange
Securities or Private Exchange Securities are outstanding, furnish to
the Trustee on a timely basis, pursuant to the Indenture, whether or
not the Company has a class of securities registered under the 1934 Act
(i) audited year-end consolidated financial statements of the Company
(including a balance sheet, income statement and statement of changes
of cash flow) prepared in accordance with GAAP and substantially in the
form required under Regulation S-X under the 1933 Act and the
information described in Item 303 of Regulation S-K under the 1933 Act
with respect to such period and (ii) unaudited quarterly consolidated
financial statements of the Company (including a balance sheet, income
statement and statement of cash flows) prepared in accordance with GAAP
and substantially in the form required by Regulation S-X under the 1933
Act and the information described in Item 303 of Regulation S-K under
the 1933 Act with respect to such period and will furnish to the
Initial Purchasers copies of all such reports and information, together
with such other documents, reports and information as shall be
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furnished by the Company to the holders of the Securities or to the
Trustee. In the event the Company is not subject to Section 13 or 15(d)
of the 1934 Act, the Company will furnish to holders of Securities and
prospective purchasers of Securities designated by such holders, upon
request of such holders or such prospective purchasers, the information
required to be delivered pursuant to Rule 144A(d)(4) under the 1933 Act
to permit compliance with Rule 144A in connection with resales of the
Securities.
(i) Prior to the Closing Time, the Company, will furnish on a
confidential basis to the Initial Purchasers, if and promptly after
they have been prepared, a copy of any unaudited interim consolidated
financial statements of the Company for any period subsequent to the
period covered by the most recent financial statements of the Company
appearing in the Offering Memorandum which have been prepared in the
ordinary course of business.
(j) Until the expiration of two years after the original
issuance of the Securities, the Company will not, and will cause its
Affiliates not to, purchase or agree to purchase or otherwise acquire
any Securities which are "restricted securities" (as such term is
defined under Rule 144(a)(3) under the 1933 Act), whether as beneficial
owner or otherwise (except as agent acting as a securities broker on
behalf of and for the account of customers in the ordinary course of
business in unsolicited broker's transactions) unless, upon any such
purchase, the Company or any such Affiliate shall submit such
Securities to the Trustee for cancellation.
(k) During a period of 180 days from the date of the Offering
Memorandum, the Company will not, without the prior written consent of
Merrill Lynch, directly or indirectly, issue, sell, offer or agree to
sell, grant any option for the sale of, or otherwise dispose of, any
other debt securities of the Company or securities of the Company that
are convertible into, or exchangeable for, the Securities or such other
debt securities (it being understood that this paragraph (k) does not
prohibit the Company from incurring indebtedness under the New
Revolving Credit Facility).
SECTION 4. Payment of Expenses.
(a) Whether or not the transactions contemplated by this
Agreement are consummated, the Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
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preparation, printing and any filing of the Preliminary Offering Memorandum and
the Final Offering Memorandum (including financial statements and any schedules
or exhibits) and of each amendment or supplement thereto, (ii) the preparation,
printing and delivery to the Initial Purchasers of this Agreement, any Agreement
among Initial Purchasers, the Indenture, the Registration Rights Agreement and
such other documents as may be required in connection with the offering,
purchase, sale and delivery of the Securities, the Exchange Securities and the
Private Exchange Securities, (iii) the preparation, issuance and delivery of the
certificates for the Securities, the Exchange Securities and the Private
Exchange Securities to the Initial Purchasers, including any charges of DTC in
connection therewith, (iv) the fees and disbursements of the Company's counsel,
accountants and other advisors, (v) the qualification of the Securities under
securities laws in accordance with the provisions of Section 3(d) hereof,
including filing fees and the reasonable fees and disbursements of counsel for
the Initial Purchasers in connection therewith and in connection with the
preparation of the Blue Sky Survey, any supplement thereto and any Legal
Investment Survey, (vi) the fees and expenses of the Trustee, including the fees
and disbursements of counsel for the Trustee in connection with the Indenture
and the Securities, the Exchange Securities and the Private Exchange Securities,
(vii) any fees payable in connection with the rating of the Securities, (viii)
any fees payable to the review by the National Association of Securities
Dealers, Inc. (the "NASD") in connection with the initial and continued
designation of the Securities as PORTAL securities, (ix) all expenses (including
travel expenses) of the Company in connection with any meetings with prospective
investors in the Securities, and (x) one-half of the expenses related to the
charter or use of any aircraft used in connection with any meetings with
prospective investors in the Securities.
(b) If this Agreement is terminated by Merrill Lynch in
accordance with the provisions of Section 5 hereof or Section 10(a)(i) hereof,
the Company shall reimburse the Initial Purchasers for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Initial Purchasers.
SECTION 5. Conditions of Initial Purchasers' Obligations. The
obligations of the several Initial Purchasers hereunder are subject to the
accuracy of the representations and warranties of the Company contained in
Section 1 hereof or in certificates of any officer of the Company or any of the
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Subsidiaries delivered pursuant to the provisions hereof as of the date of this
Agreement and the Closing Time, to the performance by the Company of its
covenants and other obligations hereunder, and to the following further
conditions:
(a) At the Closing Time, the Representatives shall have
received the favorable opinion, dated as of the Closing Time, of Pepper,
Hamilton & Scheetz LLP, counsel for the Company, in form and substance
satisfactory to counsel for the Initial Purchasers, together with signed or
reproduced copies of such letter for each of the other Initial Purchasers, to
the effect substantially set forth in Exhibit A hereto.
(b) At the Closing Time, the Representatives shall have
received the favorable opinion, dated the Closing Date, of Willkie, Farr &
Gallagher, environmental counsel for the Company, in form and substance
satisfactory to counsel for the Initial Purchasers, together with signed or
reproduced copies of such letter for each of the other Initial Purchasers, to
the effect substantially set forth in Exhibit B hereto.
(c) At the Closing Time, the Representatives shall have
received the favorable opinion, dated as of the Closing Time, of Scopelitis,
Garvin, Light & Hanson, regulatory counsel for the Company, in form and
substance satisfactory to counsel for the Initial Purchasers, together with
signed or reproduced copies of such letter for each of the other Initial
Purchasers, to the effect substantially set forth in Exhibit C hereto.
(d) At the Closing Time, the Representatives shall have
received the favorable opinion, dated as of the Closing Time, of Cahill Gordon &
Reindel, counsel for the Initial Purchasers, together with signed or reproduced
copies of such letter for each of the other Initial Purchasers, with respect to
the matters set forth in paragraphs (vii) through (xi), inclusive, and paragraph
(xvii) of Exhibit A hereto. In giving such opinion such counsel may rely, as to
all matters governed by the laws of jurisdictions other than the law of the
State of New York, the federal law of the United States and the General
Corporation Law of the State of Delaware, upon the opinions of counsel
satisfactory to the Representatives. Such counsel may also state that, insofar
as such opinion involves factual matters, they have relied, to the extent they
deem proper, upon certificates of officers of the Company and the Subsidiaries
and certificates of public officials.
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In addition, such counsel shall additionally state that such
counsel has participated in conferences with officers and other representatives
of the Company and representatives of the independent accountants for the
Company at which conferences the contents of the Offering Memorandum and related
matters were discussed, and although such counsel has not verified and does not
pass upon and does not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Offering Memorandum, on the basis
of the foregoing (relying as to materiality to the extent such counsel deems
appropriate upon the representations and opinions of officers and other
representatives of the Company), no facts have come to the attention of such
counsel which lead such counsel to believe that the Offering Memorandum, at the
date thereof or as of the Closing Time, contained or contains an untrue
statement of a material fact or omitted or omits to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading (it being understood that such
counsel need express no comment with respect to the financial statements,
including the notes thereto, or any other financial or statistical data found in
or derived from the internal accounting or other records of the Company and the
Subsidiaries set forth or referred to in the Offering Memorandum).
(e) At the Closing Time, there shall not have been, since the
date hereof or since the respective dates as of which information is given in
the Offering Memorandum, any Material Adverse Change, and the Representatives
shall have received a certificate of the President or a Vice President of the
Company and of the chief financial or chief accounting officer of the Company,
dated as of the Closing Time, to the effect that (i) there has been no such
Material Adverse Change, (ii) the representations and warranties in Section 1
hereof are true and correct with the same force and effect as though expressly
made at and as of the Closing Time, and (iii) the Company has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
at or prior to the Closing Time.
(f) At the time of the execution of this Agreement, the
Representatives shall have received from Arthur Andersen LLP a letter dated such
date, in form and substance satisfactory to the Representatives and counsel for
the Initial Purchasers, together with signed or reproduced copies of such letter
for each of the other Initial Purchasers, containing statements and information
of the type ordinarily included in accountants' "comfort letters" to Initial
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Purchasers with respect to the financial statements and certain financial
information contained in the Offering Memorandum.
(g) At the Closing Time, the Representatives shall have
received from Arthur Andersen LLP a letter, dated as of the Closing Time, in
form and substance satisfactory to the Representatives and counsel for the
Initial Purchasers, to the effect that they reaffirm the statements made in the
letter furnished pursuant to subsection (f) of this Section 5, except that the
specified date referred to shall be a date not more than three business days
prior to the Closing Time.
(h) At the Closing Time, the Securities shall be rated at
least B2 by Moody's and B by S&P, and the Company shall have delivered to the
Representatives a letter dated the Closing Time, from each such rating agency,
or other evidence satisfactory to the Representatives, confirming that the
Securities have such ratings; and since the date of this Agreement, there shall
not have occurred any downgrading in the rating assigned to the Securities or
any of the Company's other securities by any nationally recognized securities
rating agency, and no such securities rating agency shall have publicly
announced that it has under surveillance or review, with possible negative
implications, its rating of the Securities or any of the Company's other
securities.
(i) At the Closing Time, the Securities shall have been
designated for trading on PORTAL.
(j) The Company and the Trustee shall have entered into the
Indenture.
(k) The Company and the Initial Purchasers shall have entered
into the Registration Rights Agreement.
(l) The Company and CoreStates Bank, N.A. shall have entered
into the New Revolving Credit Facility in form and substance reasonably
satisfactory to the Representatives and counsel for the Initial Purchasers, and
the Representatives shall have received an executed original thereof.
(m) At the Closing Time, counsel for the Initial Purchasers
shall have been furnished with such documents and opinions as they may
reasonably require for the purpose of enabling them to pass upon the issuance
and sale of the Securities as herein contemplated, or in order to evidence the
accuracy of any of the representations or warranties, or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the Company in
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connection with the issuance and sale of the Securities as herein contemplated
shall be satisfactory in form and substance to the Representatives and counsel
for the Initial Purchasers.
If any condition specified in this Section 5 shall not have
been fulfilled when and as required to be fulfilled, this Agreement may be
terminated by Merrill Lynch by notice to the Company at any time at or prior to
the Closing Time, and such termination shall be without liability of any party
to any other party except as provided in Section 4 and except that Sections 1,
7, 8, 12, 13 and 14 shall survive any such termination and remain in full force
and effect.
SECTION 6. Subsequent Offers and Resales of the Securities.
(a) Each of the Initial Purchasers and the Company hereby
establish and agree to observe the following procedures in connection with the
offer and sale of the Securities:
(i) Offers and sales of the Securities will be made only by
the Initial Purchasers or Affiliates thereof qualified to do so in the
jurisdictions in which such offers or sales are made. Each such offer
or sale shall only be made (A) to persons whom the offeror or seller
reasonably believes to be Qualified Institutional Buyers, (B) to a
limited number of persons whom the offeror or seller reasonably
believes to be institutional accredited investors (as such term is
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
1933 Act) ("Institutional Accredited Investors") that deliver a
Transferee Letter or (C) to non-U.S. persons outside the United States
to whom the offeror or seller reasonably believes offers and sales of
the Securities may be made in reliance upon Regulation S under the 1933
Act.
(ii) The Securities will be offered by approaching
prospective Subsequent Purchasers on an individual basis. No general
solicitation or general advertising (within the meaning of Rule 502(c)
under the 1933 Act) will be used in the United States in connection
with the offering of the Securities.
(iii) In the case of a non-bank Subsequent Purchaser of a
Security acting as a fiduciary for one or more third parties, in
connection with an offer and sale to such purchaser pursuant to clause
(a) above, each third party shall, in the judgment of the applicable
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Initial Purchaser, be an Institutional Accredited Investor or a
Qualified Institutional Buyer or a non-U.S. person outside the United
States.
(iv) Each Initial Purchaser acknowledges and will take
reasonable steps to inform, and cause each of its U.S. affiliates to
take reasonable steps to inform, persons acquiring Securities from such
Initial Purchaser or affiliate, as the case may be, in the United
States that the Securities (A) have not been and will not be registered
under the 1933 Act, (B) are being sold to them without registration
under the 1933 Act in reliance on Rule 144A or in accordance with
another exemption from registration under the 1933 Act, as the case may
be, and (C) may not be offered, sold or otherwise transferred prior to
(x) the date which is two years (or such shorter time as is permitted
by Rule 144(k) under the 1933 Act or any successor provision
thereunder) after the later of the date of the original issue of the
Securities and the last date on which the Company or any affiliate of
the Company was the owner of such Securities or any predecessor thereto
or (y) such later date, if any, as may be required by applicable law,
except (1) to the Company, (2) inside the United States to an
Institutional Accredited Investor that is acquiring such Securities for
its own account or for the account of an Institutional Accredited
Investor for investment purposes and not with a view to, or for offer
or sale in connection with, and distribution in violation of the 1933
Act and that, prior to such transfer, furnishes to the Trustee a signed
letter containing certain representations and agreements (the form of
which a letter can be obtained from the Trustee), (3) for so long as
such Securities are eligible for resale pursuant to Rule 144A, to a
person it reasonably believes is a Qualified Institutional Buyer that
purchases such Securities for its own account or for the account of a
Qualified Institutional Buyer to whom notice is given that the transfer
is being made in reliance on Rule 144A, (4) pursuant to offers and
sales to non-U.S. Persons that occur outside the United States pursuant
to Regulation S under the 1933 Act, (5) pursuant to an effective
registration statement under the 1933 Act or (6) pursuant to another
available exemption from the registration requirements of the 1933 Act.
(v) No sale of the Securities to any one Subsequent
Purchaser will be for less than $100,000 principal amount and no
Security will be issued in a smaller principal amount. If any
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Subsequent Purchaser is a non-bank fiduciary acting on behalf of
others, each person for whom it is acting must purchase at least U.S.
$100,000 principal amount of the Securities.
(vi) The transfer restrictions and the other provisions set
forth in the Indenture, including the legend required thereby, shall
apply to the Securities except as otherwise agreed by the Company and
the Initial Purchasers. Following the sale of the Securities by the
Initial Purchasers to Subsequent Purchasers pursuant to and in
compliance with the terms hereof, the Initial Purchasers shall not be
liable or responsible to the Company for any losses, damages or
liabilities suffered or incurred by the Company, including any losses,
damages or liabilities under the 1933 Act, arising from or relating to
any resale or transfer of any Security occurring after such sale by the
Initial Purchasers.
(vii) Each Initial Purchaser will deliver to each purchaser
of the Securities from such Initial Purchaser, in connection with its
original distribution of the Securities, a copy of the Offering
Memorandum, as amended and supplemented at the date of such delivery.
(b) The Company covenants with each Initial Purchaser as
follows:
(i) In connection with the original distribution of the
Securities, the Company agrees that, prior to any offer or resale of
the Securities by the Initial Purchasers, the Initial Purchasers and
counsel for the Initial Purchasers shall have the right to make
reasonable inquiries into the business of the Company and the
Subsidiaries. The Company also agrees to provide answers to each
prospective Subsequent Purchaser of Securities who so requests
concerning the Company and the Subsidiaries (to the extent that such
information is available or can be acquired and made available to
prospective Subsequent Purchasers without unreasonable effort or
expense and to the extent the provision thereof is not prohibited by
applicable law and would not involve the disclosure of confidential
information of the Company) and the terms and conditions of the
offering of the Securities, as provided in the Offering Memorandum.
(ii) The Company agrees that it will not and will cause its
Affiliates not to make any offer or sale of securities of the Company
of any class if, as a result of the doctrine of "integration" referred
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to in Rule 502 under the 1933 Act, such offer or sale would render
invalid (for the purpose of (i) the sale of the Securities by the
Company to the Initial Purchasers, (ii) the resale of the Securities by
the Initial Purchasers to Subsequent Purchasers or (iii) the resale of
the Securities by such Subsequent Purchasers to others) the exemption
from the registration requirements of the 1933 Act provided by Section
4(2) thereof or by Rule 144A or by Regulation S thereunder or
otherwise.
(iii) The Company agrees that, in order to render the
Securities eligible for resale pursuant to Rule 144A under the 1933
Act, while any of the Securities remain outstanding, it will make
available, upon request, to any holder of Securities or prospective
purchasers of Securities the information specified in Rule 144A(d)(4),
unless the Company furnishes information to the Commission pursuant to
Section 13 or 15(d) of the 1934 Act (such information, whether made
available to holders or prospective purchasers or furnished to the
Commission, is herein referred to as "Additional Information").
(iv) Until the expiration of two years after the original
issuance of the Securities, the Company will not, and will cause its
Affiliates not to, purchase or agree to purchase or otherwise acquire
any Securities which are "restricted securities" (as such term is
defined under Rule 144(a)(3) under the 1933 Act), whether as beneficial
owner or otherwise (except as agent acting as a securities broker on
behalf of and for the account of customers in the ordinary course of
business in unsolicited broker's transactions) unless, immediately upon
any such purchase, the Company or any such Affiliate shall submit such
Securities to the Trustee for cancellation.
(c) Each Initial Purchaser understands that the Securities
have not been and will not be registered under the 1933 Act and may not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. persons except in accordance with Regulation S under the 1933 Act or
pursuant to an exemption from the registration requirements of the 1933 Act.
Each Initial Purchaser represents and agrees, that, except as permitted by
Section 6(a) above, it has offered and sold Securities and will offer and sell
Securities (i) as part of its distribution at any time and (ii) otherwise until
forty days after the later of the date upon which the offering of the Securities
commences and the Closing Time, only in accordance with Rule 903 of Regulation
S, Rule 144A under the 1933 Act or any other available exemption under the 1933
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Act. Accordingly, neither the Initial Purchasers, their affiliates nor any
persons acting on their behalf have engaged or will engage in any directed
selling efforts with respect to Securities, and the Initial Purchasers, their
affiliates and any person acting on their behalf have complied and will comply
with the offering restriction requirements of Regulation S. Each Initial
Purchaser agrees that, at or prior to confirmation of a sale of Securities
(other than a sale of Securities pursuant to Rule 144A or to an Institutional
Accredited Investor), it will have sent to each distributor, dealer or person
receiving a selling concession, fee or other remuneration that purchases
Securities from it or through it during the restricted period a confirmation or
notice to substantially the following effect:
"The Securities covered hereby, have not been registered under the
United States Securities Act of 1933 (the "Securities Act") and may not
be offered or sold within the United States or to or for the account or
benefit of U.S. persons (i) as part of their distribution at any time
and (ii) otherwise until forty days after the later of the date upon
which the offering of the Securities commenced and the date of closing,
except in either case in accordance with Regulation S or Rule 144A
under the Securities Act. Terms used above have the meaning given to
them by Regulation S."
Terms used in the above paragraph have the meanings given to them by Regulation
S.
Each Initial Purchaser severally represents and agrees that it
has not entered and will not enter into any contractual arrangements with
respect to the distribution of the Securities, except with its affiliates or
with the prior written consent of the Company.
SECTION 7. Indemnification.
(a) The Company agrees to indemnify and hold harmless each
Initial Purchaser and each person, if any, who controls any Initial Purchaser
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement or
alleged untrue statement of a material fact contained in any
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Preliminary Offering Memorandum or the Final Offering Memorandum (or
any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission; provided
that (subject to Section 7(d) below) any such settlement is effected
with the written consent of the Company; and
(iii) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by Merrill
Lynch), reasonably incurred in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, to the extent that any such
expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission (i) made in
reliance upon and in conformity with written information furnished to the
Company by any Initial Purchaser through Merrill Lynch expressly for use in the
Preliminary Offering Memorandum or the Final Offering Memorandum (or any
amendment or supplement thereto) or (ii) contained in the Preliminary Offering
Memorandum if the Initial Purchasers failed to send or deliver a copy of the
Final Offering Memorandum (in the form it was first provided to such parties for
confirmation of sales or as amended or supplemented pursuant to Section 3(b)
prior to such confirmation of sales) to the person asserting such losses,
claims, damages or expenses on or prior to the delivery of written confirmation
of any sale of Securities covered thereby to such person in any case where such
delivery is required by the Securities Act and a court of competent jurisdiction
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in a judgment not subject to appeal or final review shall have determined that
such Final Offering Memorandum would have corrected such untrue statement or
omission.
(b) Each Initial Purchaser severally agrees to indemnify and
hold harmless the Company, its directors and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section 7, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Preliminary Offering Memorandum or
the Final Offering Memorandum (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Company by such Initial Purchaser through Merrill Lynch expressly for use in the
Preliminary Offering Memorandum or the Final Offering Memorandum (or any
amendment or supplement thereto).
(c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity agreement. In the case of
parties indemnified pursuant to Section 7(a) above, counsel to the indemnified
parties shall be selected by Merrill Lynch, and, in the case of parties
indemnified pursuant to Section 7(b) above, counsel to the indemnified parties
shall be selected by the Company. An indemnifying party may participate at its
own expense in the defense of any such action; provided, however, that counsel
to the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. In no event shall the
indemnifying parties be liable for fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
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the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 7 or Section 8 hereof (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.
(d) If at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel to which such indemnified party is entitled pursuant to Section 7(a)
or (b), such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 7(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.
SECTION 8. Contribution. If the indemnification provided for
in Section 7 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Initial Purchasers on the other hand from the
offering of the Securities pursuant to this Agreement or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the one hand and of the
Initial Purchasers on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand
and the Initial Purchasers on the other hand in connection with the offering of
the Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the
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Securities pursuant to this Agreement (before deducting expenses) received by
the Company and the total underwriting discount received by the Initial
Purchasers, bear to the aggregate initial offering price of the Securities.
The relative fault of the Company on the one hand and the
Initial Purchasers on the other hand shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Initial Purchasers and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
The Company and the Initial Purchasers agree that it would not
be just and equitable if contribution pursuant to this Section 8 were determined
by pro rata allocation (even if the Initial Purchasers were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this Section
8. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 8 shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Section 8, no Initial
Purchaser shall be required to contribute any amount in excess of the amount by
which the total price at which the Securities underwritten by it and distributed
to Subsequent Purchasers were offered exceeds the amount of any damages which
such Initial Purchaser has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 8, each person, if any, who
controls an Initial Purchaser within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act shall have the same rights to contribution as such
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Initial Purchaser, and each director of the Company and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act shall have the same rights to contribution as the Company.
The Initial Purchasers' respective obligations to contribute pursuant to this
Section 8 are several in proportion to the principal amount of Securities set
forth opposite their respective names in Schedule A hereto and not joint.
SECTION 9. Representations, Warranties and Agreements to
Survive Delivery. All representations, warranties and agreements contained in
this Agreement or in certificates of officers of the Company submitted pursuant
hereto, shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Initial Purchaser or controlling
person, or by or on behalf of the Company, and shall survive delivery of the
Securities to the Initial Purchasers.
SECTION 10. Termination of Agreement.
(a) Merrill Lynch may terminate this Agreement, by notice to
the Company, at any time at or prior to the Closing Time (i) if there has been,
since the time of execution of this Agreement or since the respective dates as
of which information is given in the Offering Memorandum, any Material Adverse
Change, (ii) if there has occurred any material adverse change in the financial
markets in the United States or the international financial markets, any
outbreak of hostilities or escalation thereof or other calamity or crisis or any
change or development involving a prospective change in national or
international political, financial or economic conditions, in each case the
effect of which is such as to make it, in the judgment of Merrill Lynch,
impracticable to market the Securities or to enforce contracts for the sale of
the Securities, (iii) if trading in any securities of the Company has been
suspended or limited by the Commission, if trading generally on the American
Stock Exchange or the New York Stock Exchange or in the NASDAQ National Market
System has been suspended or limited, or minimum or maximum prices for trading
have been fixed, or maximum ranges for prices have been required, by any of said
exchanges or by such system or by order of the Commission, the National
Association of Securities Dealers, Inc. or any other governmental authority, or
(iv) if a banking moratorium has been declared by either Federal or New York
authorities.
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(b) If this Agreement is terminated pursuant to this Section
10, such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof, and provided further that Sections 1, 7,
8, 12, 13 and 14 shall survive such termination and remain in full force and
effect.
SECTION 11. Default by One or More of the Initial Purchasers.
If one of the Initial Purchasers shall fail at the Closing Time to purchase the
Securities which it is obligated to purchase under this Agreement (the
"Defaulted Securities"), Merrill Lynch shall have the right, within 24 hours
thereafter, to make arrangements for the non-defaulting Initial Purchaser, or
any other Initial Purchaser, to purchase all, but not less than all, of the
Defaulted Securities in such amounts as may be agreed upon and upon the terms
herein set forth; if, however, Merrill Lynch shall not have completed such
arrangements within such 24-hour period, then this Agreement shall terminate
without liability on the part of the non-defaulting Initial Purchaser.
No action taken pursuant to this Section 11 shall relieve any
defaulting Initial Purchaser from liability in respect of its default.
In the event of any such default which does not result in a
termination of this Agreement, either Merrill Lynch or the Company shall have
the right to postpone the Closing Time for a period not exceeding seven days in
order to effect any required changes in the Offering Memorandum or in any other
documents or arrangements. As used herein, the term "Initial Purchaser" includes
any person substituted for an Initial Purchaser under this Section 11.
SECTION 12. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication. Notices to the
Initial Purchasers shall be directed to Merrill Lynch at North Tower, World
Financial Center, New York, New York 10281-1201, attention: High Yield Corporate
Finance; and notices to the Company shall be directed to it at 102 Pickering
Way, Exton, Pennsylvania 19341, attention: David Boucher, Senior Vice President
and Chief Financial Officer, with a copy to Pepper, Hamilton & Scheetz LLP, 3000
Two Logan Square, 18th & Arch Streets, Philadelphia, PA 19103, attention: Barry
M. Abelson.
-34-
<PAGE>
13. Information Supplied by the Initial Purchasers. The
statements set forth in the last paragraph on the front cover page and in the
third and fifth paragraphs and in the last sentence of the sixth paragraph under
the heading "Plan of Distribution" in the Offering Memorandum (in each case, to
the extent such statements relate to the Initial Purchasers) constitute the only
information furnished by the Initial Purchasers to the Company for use in the
Offering Memorandum for the purposes of Sections 1, 7 and 8 hereof.
SECTION 14. Parties. This Agreement shall each inure to the
benefit of and be binding upon the Initial Purchasers and the Company and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the Initial Purchasers and the Company and their respective successors and
the controlling persons and directors referred to in Sections 7 and 8 hereof and
their heirs and legal representatives, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision herein contained.
This Agreement and all conditions and provisions hereof are intended to be for
the sole and exclusive benefit of the Initial Purchasers and the Company and
their respective successors, and said controlling persons and directors and
their heirs and legal representatives, and for the benefit of no other person,
firm or corporation. No purchaser of Securities from any Initial Purchaser shall
be deemed to be a successor by reason merely of such purchase.
SECTION 15. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. SPECIFIED TIMES
OF DAY REFER TO NEW YORK CITY TIME.
SECTION 16. Effect of Headings. The Section headings herein
are for convenience only, and shall not affect the construction hereof.
17. Counterparts. This Agreement may be executed in one or
more counterparts and, when each party has executed a counterpart, all such
counterparts taken together shall constitute one and the same agreement.
[Signature Pages Follow]
-35-
<PAGE>
<PAGE>
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement between the Initial Purchasers and the Company in accordance with its
terms.
Very truly yours,
CHEMICAL LEAMAN CORPORATION
By: /s/ David M. Boucher
-----------------------------
Name:
Title:
CONFIRMED AND ACCEPTED,
as of the date first above written:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
SCHRODER WERTHEIM & CO. INCORPORATED
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Lisa Craig
----------------------------
Name: Lisa Craig
Title: Vice President
For themselves and as Representatives of the Initial Purchasers named in
Schedule A hereto.
S-1
<PAGE>
SCHEDULE A
Principal
Amount of
Name of Initial Purchaser Securities
- ------------------------- ----------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.......................... $ 75,000,000
Schroder Wertheim & Co. Incorporated....................... 25,000,000
------------
Total...................................................... $100,000,000
============
<PAGE>
SCHEDULE B
CHEMICAL LEAMAN CORPORATION
$100,000,000 Senior Notes Due 2005
1. The initial offering price of the Securities shall be 99.5%
of the principal amount thereof, plus accrued interest, if any, from the date of
issuance.
2. The purchase price to be paid by the Initial Purchasers for
the Securities shall be 96.5% of the principal amount thereof.
3. The interest rate on the Securities shall be 10-3/8% per
annum.
4. The Securities will mature on June 15, 2005. Interest on
the Notes will be payable semi-annually on each June 15 and December 15,
commencing December 15, 1997.
5. The Securities will be redeemable at the option of the
Company, in whole or in part, at any time on or after June 15, 2001, at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest thereon, if any, to the date of
redemption, if redeemed during the 12-month period beginning on June 15 of the
years indicated below:
Redemption
Year Price
- ---- ----------
2001............................................ 105.188%
2002............................................ 103.458%
2003............................................ 101.729%
2004 and thereafter............................. 100.000%
6. On or prior to June 15, 2000, the Company may, at its
option, use the net proceeds of a Public Equity Offering (as defined in the
Offering Memorandum) to redeem up to 25% of the originally issued aggregate
principal amount of the Securities, at a redemption price in cash equal to
110.375% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the date of redemption; provided, however, that not less
than $75 million in aggregate principal amount of Securities is outstanding
following such redemption.
<PAGE>
SCHEDULE C
Subsidiaries
Subsidiary State of Incorporation
---------- ----------------------
Chemical Properties, Inc. Pennsylvania
Capacity Management Systems, Inc. Pennsylvania
Core Logistics Management, Inc. Delaware
EnviroPower, Inc. Delaware
Leaman Air Services, Inc. Delaware
Pickering Way Funding Corp. Delaware
Power Purchasing, Inc. Delaware
Chemical Leaman Tank Lines, Inc. Delaware
Fleet Transport Company, Inc. Delaware
Quala Systems, Inc. Delaware
American Transinsurance Group, Inc. Delaware
<PAGE>
Exhibit A
FORM OF OPINION OF PEPPER, HAMILTON & SCHEETZ LLP
TO BE DELIVERED PURSUANT TO
SECTION 5(a)
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the Commonwealth of
Pennsylvania.
(ii) The Company has corporate power and authority to own,
lease and operate its properties and to conduct its business as described in the
Offering Memorandum and to enter into and perform its obligations under the
Operative Documents.
(iii) The Company is duly qualified as a foreign
corporation to transact business and is in good standing in the jurisdictions
set forth on Schedule I attached to such counsel's opinion.
(iv) The authorized, issued and outstanding capital stock
of the Company is as set forth in the Offering Memorandum in the column entitled
"Actual" under the caption "Capitalization"; the shares of issued and
outstanding capital stock of the Company have been duly authorized and validly
issued and are fully paid and nonassessable.
(v) Each Subsidiary has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has corporate power and authority to own,
lease and operate its properties and to conduct its business as described in the
Offering Memorandum and is duly qualified as a foreign corporation to transact
business and is in good standing in the jurisdictions set forth on Schedule I
attached to such counsel's opinion; all of the issued and outstanding shares of
capital stock of each Subsidiary has been duly authorized and validly issued, is
fully paid and non-assessable and, to the best of our knowledge, is owned by the
Company, directly or indirectly, free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equity.
(vi) The Purchase Agreement has been duly authorized,
executed and delivered by the Company.
A-1
<PAGE>
(vii) The Indenture has been duly authorized, executed and
delivered by the Company and (assuming the due authorization, execution and
delivery thereof by the Trustee) constitutes a valid and binding agreement of
the Company, enforceable against the Company in accordance with its terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or other similar laws relating to or affecting
enforcement of creditors' rights generally, or by general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law).
(viii) The Registration Rights Agreement has been duly
authorized, executed and delivered by the Company and (assuming the due
authorization, execution and delivery thereof by the Initial Purchasers)
constitutes a valid and binding agreement of the Company, enforceable against
the Company in accordance with its terms, except (i) as the enforcement thereof
may be limited by bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization, moratorium or other
similar laws relating to or affecting enforcement of creditors' rights
generally, or by general principles of equity (regardless of whether enforcement
is considered in a proceeding in equity or at law) and (ii) as the enforcement
of rights to indemnification and contribution thereunder may be limited by
federal or state securities laws or regulations or the public policy underlying
such laws or regulations.
(ix) The Securities are in the form contemplated by the
Indenture, have been duly authorized by the Company and, when executed by the
Company and authenticated by the Trustee in the manner provided in the Indenture
(assuming the due authorization, execution and delivery of the Indenture by the
Trustee) and delivered against payment of the purchase price therefor, will
constitute valid and binding obligations of the Company entitled to the benefits
of the Indenture, enforceable against the Company in accordance with their
terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or other similar laws relating to or
affecting enforcement of creditor's rights generally, or by general principles
of equity (regardless of whether enforcement is considered in a proceeding in
equity or at law).
A-2
<PAGE>
(x) The Exchange Securities and the Private Exchange
Securities have been duly authorized by the Company and, when executed by the
Company and authenticated in the manner provided for in the Indenture and
delivered in exchange for the Securities in accordance with the terms of the
Registration Rights Agreement, will constitute valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms and
entitled to the benefits of the Indenture, except as the enforcement thereof may
be limited by bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or other similar
laws relating to or affecting enforcement of creditors' rights generally, or by
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law).
(xi) The Securities, the Exchange Securities, the Indenture
and the Registration Rights Agreement conform in all material respects to the
descriptions thereof contained in the Offering Memorandum.
(xii) The execution, delivery and performance of each of
the Operative Documents and the consummation of the transactions contemplated
thereby (including the issuance and sale of the Securities and the use of the
proceeds therefrom as described in the Offering Memorandum under the caption
"Use Of Proceeds") and compliance by the Company with its obligations thereunder
will not, whether with or without the giving of notice or lapse of time or both,
conflict with or constitute a breach of, or default or Repayment Event (as
defined in Section l(a)(xvi) of the Purchase Agreement) under, or a violation
of, or result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any Subsidiary pursuant to, (i)
any contract, indenture, mortgage, deed of trust, loan or credit agreement,
note, lease or any other agreement or instrument, known to us, to which the
Company or any of the Subsidiaries is a party or by which it or any of them may
be bound, or to which any of the property or assets of the Company or any
Subsidiary is subject, (ii) the charter or by-laws of the Company or any of the
Subsidiaries, or (iii) any applicable law, statute, rule or regulation of the
United States, the State of New York or the Commonwealth of Pennsylvania, or any
judgment, order, writ or decree, known to us, of any government, government
instrumentality or court, domestic or foreign, having jurisdiction over the
Company or any of the Subsidiaries or any of their respective properties or
assets.
A-3
<PAGE>
(xiii) No filing with, or authorization, approval, consent,
license, order, registration, qualification or decree of, any court or
governmental authority or agency is necessary or required in connection with the
offering, issuance or sale of the Securities, the Exchange Securities or the
Private Exchange Securities, if any, the performance by the Company of its
obligations under the Operative Documents or the consummation of the
transactions contemplated thereby, except as may be required (A) in connection
with the registration of the Exchange Securities or the Private Exchange
Securities, if any, under the 1933 Act or the qualification of the Indenture
under the 1939 Act pursuant to the Registration Rights Agreement or (B) pursuant
to state securities or "blue sky" laws, as to which no opinion is rendered
hereby.
(xiv) To the best of our knowledge, there is no pending or
threatened action, suit, proceeding, inquiry or investigation (collectively,
"Legal Proceedings"), to which the Company or any Subsidiary is a party, or to
which the property of the Company or any Subsidiary is subject, before or by any
court or governmental agency or body, that would be required to be described in
a registration statement on Form S-1 under the 1933 Act that is not described or
referred to in the Offering Memorandum or that would question the validity of
any of the Operative Documents, other than any Legal Proceeding based on or
arising out of an Environmental Law, as to which no opinion is rendered hereby.
(xv) The information in the Offering Memorandum under the
headings "Business -- Regulation", "Certain U.S. Federal Income Tax
Considerations" and in the second paragraph under the heading "Business -- Legal
Proceedings", to the extent that it constitutes summaries of legal matters,
legal proceedings or legal conclusions, fairly summarizes such matters in all
material respects.
(xvi) All descriptions in the Offering Memorandum of
contracts and other documents to which the Company or any of the Subsidiaries is
a party are accurate in all material respects; to the best of our knowledge,
there are no franchises, contracts, indentures, mortgages, loan agreements,
notes, leases or other instruments that would be required to be described in a
registration statement on Form S-1 under the 1933 Act that are not described or
referred to in the Offering Memorandum.
(xvii) Assuming that the representations and warranties of
the Initial Purchasers in Section 2(c) of the Purchase Agreement are true,
A-4
<PAGE>
correct and complete, and assuming compliance by the Initial Purchasers with
their covenants in Section 6 of the Purchase Agreement, and assuming that the
representations and warranties contained in the Transferee Letters of
Representation substantially in the form of Annex A to the Offering Memorandum
(the "Transferee Letters") completed by Institutional Accredited Investors
purchasing Securities are true and correct as of the Closing Time, and assuming
compliance by such Institutional Accredited Investors with the agreements in the
Transferee Letters, it is not necessary in connection with the offer, sale and
delivery of the Securities to the Initial Purchasers and to each Subsequent
Purchaser in the manner contemplated by the Purchase Agreement and the Offering
Memorandum to register the Securities under the 1933 Act or to qualify the
Indenture under the Trust Indenture Act.
(xviii) The Company is not an "investment company" or an
entity "controlled" by an "investment company," as such terms are defined in the
1940 Act.
(xix) Neither the consummation of the transactions
contemplated hereby nor the sale, issuance, execution or delivery of the
Securities, nor the application of the proceeds therefrom (if applied as
described in the Offering Memorandum under the caption "Use of Proceeds"), will
violate Regulation G (12 C.F.R. Part 207), T (12 C.F.R. Part 220), U (12 C.F.R.
Part 221) or X (12 C.F.R. Part 224) of the Board of Governors of the Federal
Reserve System.
We further advise you that, because the primary purpose of our
engagement was not to establish or confirm factual matters or financial or
accounting matters and because of the wholly or partially non-legal character of
many of the statements contained in the Offering Memorandum, we are not passing
upon and do not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Offering Memorandum (except as
indicated in paragraphs (xi) and (xv)), and we have not independently verified
the accuracy, completeness or fairness of such statements (except as indicated
in paragraphs (xi) and (xv)). Without limiting the foregoing, we further advise
you that we assume no responsibility for and have not independently verified the
accuracy, completeness or fairness of the financial statements and schedules and
other financial data included in the Offering Memorandum and have not examined
the accounting or financial records from which such financial statements,
schedules and related data are derived. However, we have participated in
conferences with officers and other representatives and legal counsel of the
Company, representatives of the independent public accountants of the Company
A-5
<PAGE>
and representatives of the Initial Purchasers at which the contents of the
Offering Memorandum were discussed. Based upon such participation and review, we
advise you that no facts have come to our attention that have caused us to
believe that the Offering Memorandum, on the date thereof or on the date hereof,
contained or contains an untrue statement of a material fact or omitted or omits
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, except that we express no comment or belief with respect to the
financial statements or schedules or any other financial information included in
the Offering Memorandum.
In rendering such opinion, such counsel may rely, as to
matters of fact (but not as to legal conclusions), to the extent they deem
proper, on certificates of responsible officers of the Company and public
officials. Such opinion shall not state that it is to be governed or qualified
by, or that it is otherwise subject to, any treatise, written policy or other
document relating to legal opinions, including, without limitation, the Legal
Opinion Accord of the ABA Section of Business Law (1991).
A-6
<PAGE>
Exhibit B
FORM OF OPINION OF WILLKIE, FARR & GALLAGHER
TO BE DELIVERED PURSUANT TO SECTION 5(b)
(i) Except as disclosed in the Offering Memorandum, there is no
pending or threatened action, suit, proceeding, inquiry or investigation in
which we have acted for the Company, to which the Company or any Subsidiary is a
party, or to which the property of the Company or any Subsidiary is subject,
before or by any court or governmental agency or body, which is based on or
arising out of any Environmental Law and which would reasonably be expected to
have a Material Adverse Effect (as defined in the Purchase Agreement).
(ii) The information in the Offering Memorandum under the headings
"Risk Factors -- Environmental Considerations", "Business -- Environmental
Matters" and in the first paragraph under the heading "Business -- Legal
Proceedings" to the extent that it constitutes summaries of legal matters, legal
proceedings or legal conclusions in matters which we have acted for the Company,
fairly summarizes such matters in all material respects.
Nothing has come to our attention that would lead us to
believe that the Offering Memorandum (except for financial statements and
schedules and other financial data included therein as to which we make no
statement), at the date the Offering Memorandum was issued or as of the date
hereof, included or includes an untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
In rendering such opinion, such counsel may rely, as to
matters of fact (but not as to legal conclusions), to the extent they deem
proper, on certificates of responsible officers of the Company and public
officials. Such opinion shall not state that it is to be governed or qualified
by, or that it is otherwise subject to, any treatise, written policy or other
document relating to legal opinions, including, without limitation, the Legal
Opinion Accord of the ABA Section of Business Law (1991).
B-1
<PAGE>
Exhibit C
FORM OF OPINION OF SCOPELITIS, GARVIN, LIGHT &
HANSON TO BE DELIVERED PURSUANT TO SECTION 5(c)
Each of Chemical Leaman Tank Lines, Inc. ("CLTL") and Fleet
Transport Company, Inc. ("Fleet") possess such Governmental Licenses issued by
the appropriate federal, state, local or foreign regulatory agencies or bodies
(including the DOT, the Federal Highway Administration, the Surface
Transportation Board and any applicable state highway and transpiration
agencies), that are necessary to conduct the business now operated by it as
described in the Offering Memorandum; each of CLTL and Fleet is, to our
knowledge, in compliance with the terms and conditions of all such Governmental
Licenses, except where the failure so to comply would not have a Material
Adverse Effect; all of the Governmental Licenses are valid and in full force and
effect, except when the invalidity of such Governmental Licenses or the failure
of such Governmental Licenses to be in full force and effect would not have a
Material Adverse Effect; neither CLTL nor Fleet, to our knowledge, has received
any notice of proceedings relating to the revocation or modification of any such
Governmental Licenses that, if the subject of an unfavorable decision, ruling or
finding, could reasonably be expected to have a Material Adverse Effect.
In rendering such opinion, such counsel may rely, as to
matters of fact (but not as to legal conclusions), to the extent they deem
proper, on certificates of responsible officers of the Company and public
officials. Such opinion shall not state that it is to be governed or qualified
by, or that it is otherwise subject to, any treatise, written policy or other
document relating to legal opinions, including, without limitation, the Legal
Opinion Accord of the ABA Section of Business Law (1991).
C-1
EXHIBIT 2.1
<PAGE>
================================================================================
ASSET PURCHASE AGREEMENT
AMONG
FLEET TRANSPORT COMPANY, INC.,
FLEET TRANSPORT VA., INC.,
BULK STORAGE, INC.,
BMI TRANSPORTATION, INC.,
FLEET ACQUISITION CORPORATION
AND
CHEMICAL LEAMAN CORPORATION
JUNE 28, 1996
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
----
Preambles...................................................... 1
ARTICLE 1 - DEFINITIONS........................................ 1
ARTICLE 2 - SALE AND PURCHASE OF ASSETS....................... 6
2.1. Assets to be Acquired.................................. 6
2.1.1. Owned Real Property................................ 6
2.1.2. Leased Real Property............................... 6
2.1.3. Transport-Related Assets........................... 7
2.1.4. Tangible Personal Property......................... 7
2.1.5. Personal Property Leases........................... 7
2.1.6. Relevant Contracts................................. 8
2.1.7. Intellectual Property.............................. 8
2.1.8. Intangible Personal Property....................... 8
2.1.9. Escrowed Deposits of Independent Contractors....... 8
2.1.10. Accrued Employee Vacation......................... 8
2.1.11. Specified Accounts Receivable..................... 8
2.1.12. After Acquired Property........................... 9
2.2. Excluded Assests....................................... 9
ARTICLE 3 - PURCHASE PRICE.................................... 9
3.1. Purchase Price......................................... 9
3.2. Payment of Purchase Price.............................. 10
3.3. Assumption of Assumed Equipment Lease Liabilities...... 11
3.4. Earn Out............................................... 11
3.5. Allocation............................................. 14
ARTICLE 4 - LIABILITIES OF THE COMPANY........................ 15
4.1. Liabilities............................................ 15
4.2. Excluded Liabilities................................... 15
ARTICLE 5 - REPRESENTATIONS AND WARRANTIES.................... 16
5.1. Organization, Power, Standing and Qualification........ 16
5.2. Corporate Power and Authority.......................... 16
5.3. Validity of Contemplated Transactions1................. 17
5.4. Title to Properties.................................... 17
5.5. Third Party Options.................................... 19
5.6. Schedule of Assets..................................... 19
5.7. Financial Statements................................... 20
5.8. Absence of Undisclosed Liabilities..................... 20
-i-
<PAGE>
Page
----
5.9. Certain Tax Matters................................... 20
5.10. Litigation; Compliance with Laws...................... 21
5.11. Employee Benefits..................................... 21
5.11.1. General........................................... 21
5.11.2. Severance......................................... 22
5.11.3. Litigation........................................ 22
5.12. Hazardous Substances.................................. 23
5.12.1. Compliance........................................ 23
5.12.2. Discharges, Etc................................... 23
5.12.3. Disposal; Conditions.............................. 23
5.12.4. Spillage, etc..................................... 24
5.12.5. Potentially Responsible Party..................... 24
5.12.6. Groundwater Contamination......................... 24
5.13. Zoning................................................ 24
5.14. Insurance............................................. 25
5.15. Intellectual Property Rights.......................... 25
5.16. Labor Issues.......................................... 26
5.16.1. General........................................... 26
5.16.2. Violations of Law................................. 26
5.17. Contracts............................................. 26
5.18. Other Transactions.................................... 27
5.19. No Changes............................................ 28
5.20. Copies of Articles and Bylaws......................... 29
5.21. Transactions with Affiliates.......................... 29
5.22. Capital Expenditures.................................. 29
5.23. Personnel............................................. 29
5.23.1. General........................................... 29
5.23.2. Employees......................................... 29
5.23.3. Independent Contractors........................... 29
5.23.4. Independent Contractor Status..................... 30
5.24. Value of Unencumbered Transport - Related Assets...... 30
5.25. Assumed Liabilities................................... 30
5.26. Specified Accounts Receivable......................... 30
5.27. Filings with State Authorities........................ 30
5.28. Other Transportation-Related Representations.......... 31
5.29. Veracity of Statements................................ 31
-ii-
<PAGE>
Page
----
ARTICLE 6 - REPRESENTATIONS AND WARRANTIES OF BUYER............. 32
6.1. Organization, Power, Standing and Qualification....... 32
6.2. Corporate Power and Authority......................... 32
6.3. Validity of Contemplated Transactions................. 32
6.4. On-going Business..................................... 33
6.5. Ownership of Buyer.................................... 33
6.6. Financial Statements.................................. 33
6.7. Copies of Articles and Bylaws......................... 33
6.8. Veracity of Statements................................ 33
ARTICLE 7 - ACTIVITIES OF SELLER PRIOR TO THE CLOSING DATE...... 33
7.1. Operation of Business................................. 33
7.1.1. Efforts........................................... 33
7.1.2. Corporate Name.................................... 34
7.1.3. Compensation...................................... 34
7.1.4. Management........................................ 34
7.1.5. Mergers, Etc...................................... 34
7.1.6. Disposition of Assets............................. 34
7.1.7. Indebtedness...................................... 34
7.1.8. Payables.......................................... 34
7.1.9. Maintenance of Assets............................. 34
7.1.10. Insurance......................................... 34
7.1.11. Contracts and Permits............................. 35
7.1.12. Goodwill.......................................... 35
7.1.13. Litigation, etc................................... 35
7.1.14. Monthly Financial Statements...................... 35
7.1.15. Redemption........................................ 35
7.2. Access to Information.................................. 35
7.3. Benefit Plans.......................................... 35
7.3.1. Plan Changes....................................... 36
7.3.2. Contributions and Payments......................... 36
7.4. Antitrust Notification................................. 36
7.5. Notice of Change....................................... 36
7.6. No Discussions......................................... 36
7.7. Seller Confidential Information........................ 37
7.7.1. Confidential Information of Seller................. 37
7.7.2. Equitable Relief of Seller......................... 37
-iii-
<PAGE>
Page
----
ARTICLE 8 - ACTIVITIES AND COVENANTS OF THE BUYER
PRIOR TO CLOSING DATE............................... 38
8.1. Environmental Audit...................................... 38
8.2. Antitrust Notification................................... 38
8.3. Notice of Change......................................... 38
8.4. Confidentiality.......................................... 38
8.4.1. Confidential Information of Buyer.................... 38
8.4.2. Equitable Relief of Buyer............................ 39
8.5. Nonsolicitation of Employees............................. 39
8.6. Retention and Access to Records.......................... 39
8.7. Insurance................................................ 39
8.8. Independent Contractors.................................. 40
ARTICLE 9 - CONDITIONS PRECEDENT TO THE CLOSING................. 40
9.1. Obligation of Buyer to Close............................. 40
9.1.1. Representations and Warranties; Compliance
with Agreement...................................... 40
9.1.2. Secretary's Certificate............................. 40
9.1.3. Opinion of Counsel of Seller........................ 41
9.1.4. Litigation Affecting Closing; Labor Disputes........ 41
9.1.5. Antitrust Improvements Act of 1976.................. 41
9.1.6. Required Consents................................... 41
9.1.7. No Material Damage to Business...................... 42
9.1.8. Environmental Audits................................ 42
9.1.9. Due Diligence....................................... 42
9.1.10. Board Approval...................................... 42
9.1.11. Receipt of Audit.................................... 42
9.1.12. No Material Adverse Effect.......................... 42
9.1.13. Schedules Satisfactory.............................. 42
9.2. Obligation of Seller to Close............................ 42
9.2.1. Representations and Warranties; Compliance
with Agreement....................................... 43
9.2.2. Secretary's Certificate.............................. 43
9.2.3. Opinion of Counsel of Buyer.......................... 43
9.2.4. Litigation Affecting Closing......................... 43
9.2.5. Antitrust Improvements Act of 1976................... 44
9.2.6. Approval............................................. 44
9.2.7. Required Consents.................................... 44
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ARTICLE 10 - INDEMNIFICATION.................................... 44
10.1. By Seller............................................... 44
10.2. By Buyer................................................ 45
10.3. Notice.................................................. 45
10.5. Limitations on Indemnification.......................... 47
ARTICLE 11 - SURVIVAL OF REPRESENTATIONS, WARRANTIES,
GUARANTEES, AND COVENANTS.......................... 48
ARTICLE 12 - THE CLOSING........................................ 48
12.1. Time and Place.......................................... 48
12.2. Conduct of Closing...................................... 48
12.3. Certain Closing Costs; Prorations; Post-Closing
Adjustments............................................. 49
ARTICLE 13 - CONDUCT OF SELLER AND BUYER AFTER CLOSING.......... 51
13.1. General Cooperation Regarding Transfer of Assets........ 51
13.2. Buyer's Transition Support to Seller.................... 51
13.3. Seller's Transition Support to Buyer.................... 52
13.4. Seller's Restrictive Covenants.......................... 52
13.4.1. Non-Compete......................................... 52
13.4.2. Non-Solicitation.................................... 53
13.4.3. Specific Enforcement; Extension of Period........... 53
13.4.4. No Allocation to Restrictive Covenants.............. 54
13.5. Payables................................................ 54
13.6. Non-Solicitation........................................ 54
13.6.1. Covenant............................................ 54
13.6.2. Specific Enforcement; Extension of Period........... 54
13.7. Preservation of Corporate Existence..................... 55
13.8. Specified Accounts Receivable........................... 55
13.9. Delivery of Documents by Seller......................... 55
ARTICLE 14 - BROKERAGE; EXPENSES................................ 56
14.1. Brokers in General...................................... 56
14.2. Seller's Brokers........................................ 56
14.3. Buyer's Brokers......................................... 57
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14.4. HSR Filing Fee.......................................... 57
14.5. Swain Performance Bonus................................. 57
14.6. Expenses in General..................................... 57
ARTICLE 15 - TAXES AND EMPLOYEE BENEFIT MATTERS................. 57
15.1. Taxes................................................... 57
15.1.1. Transaction Taxes................................... 57
15.1.2. Filing of Returns................................... 57
15.2. Transferred Employees and Independent Contractors....... 57
15.3. Employee Benefit Plans.................................. 58
15.3.1. Group Medical Plan.................................. 58
15.3.2. Savings Plan........................................ 58
15.3.3. Dependent Care and Medical Expense Reimbursement
Plan................................................ 59
15.3.4. Other Benefit Plans and Transition Arrangements..... 59
ARTICLE 16 - TERMINATION........................................ 59
16.1. Events of Termination................................... 59
16.1.1. Mutual Consent...................................... 59
16.1.2. Prior to Closing Date............................... 59
16.1.3. Buyer's Rights to Terminate......................... 60
16.1.4. Seller's Rights to Terminate........................ 60
16.2. Consequences of Termination............................. 60
16.2.1. Effect of Termination............................... 60
16.2.2. Reimbursement....................................... 60
ARTICLE 17 - GENERAL............................................ 60
17.1. Entire Agreement; Amendments........................... 60
17.2. Headings............................................... 60
17.3. Gender; Number......................................... 61
17.4. Exhibits and Schedules................................. 61
17.5. Severability........................................... 61
17.6. Notices................................................ 61
17.7. Waiver................................................. 62
17.8. Assignment............................................. 62
17.9. Successors and Assigns................................. 62
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17.10. Governing Law.......................................... 62
17.11. Jurisdiction........................................... 62
17.12. Third Party Beneficiaries.............................. 63
17.13. Publicity.............................................. 63
17.14. Counterparts........................................... 63
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ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the "Agreement") is made this 28th day
of June, 1996, by and among FLEET TRANSPORT COMPANY, INC., a Georgia corporation
("Fleet"), FLEET TRANSPORT VA., INC., a Virginia corporation ("Fleet-Va."), BULK
STORAGE, INC., a North Carolina corporation ("Bulk Storage" and together with
Fleet and Fleet-Va., the "Company"), BMI TRANSPORTATION, INC., a Delaware
corporation ("BMI" and together with the Company, "Seller"), FLEET ACQUISITION
CORPORATION, a Delaware corporation ("Acquisition") and CHEMICAL LEAMAN
CORPORATION, a Pennsylvania corporation ("CLC" and together with Acquisition,
the "Buyer").
BACKGROUND
The Company is engaged in the tank truck carrier (bulk chemicals in
liquid and dry form), rail transfer and cleaning business. Acquisition, a
wholly-owned subsidiary of CLC, desires to purchase substantially all of the
assets of the Business (as defined below) and Seller desires to sell such
assets, pursuant to the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises, covenants, representations, warranties, and agreements herein
contained, and intending to be legally bound, the Buyer and Seller agree as
follows:
ARTICLE 1
DEFINITIONS
1.1. "Affiliate" of a Person means any Person which, directly or
indirectly, through one or more intermediates, controls, is controlled by, or is
under common control with such Person. The term "control" (including, with
correlative meaning, the terms "controlled by" and "under common control with"),
as used with respect to any Person, means the possession, directly or
indirectly, of the power to elect a majority of the board of directors or to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract, family
relationship or otherwise.
1.2. "Benefit Plan" means any Plan established by or maintained by
Seller (or any predecessor or Affiliate of Seller) which provides or provided
benefits for any Employee or former Employee, or with respect to which
contributions are or have been made by or on behalf of Seller on account of any
Employee or former Employee, existing as of the Closing Date but shall not
include any Plan which provides or provided benefits for any
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Employee or former Employee, or with respect to which contributions are or have
been made on account of any Employee or former Employee, as a result of the
Employee's or former Employee's employment with BMI or an Affiliate of BMI other
than Company.
1.3. "Business" means the tank truck carrier (bulk chemicals in liquid
and dry form), rail transfer and cleaning business as currently conducted by the
Seller. For purposes of this Agreement, the "Business" shall not include any
similar activities presently carried on by any Affiliate of BMI other than the
Company, including the business of Refiners Transport & Terminal Corp.
1.4. "Claim" means any written or oral demand, claim, suit, Lien,
action, expense, cause of action, investigation or notice by any Person alleging
actual or potential Liability.
1.5. "Code" means the Internal Revenue Code of 1986, as amended, and
the regulations promulgated thereunder.
1.6. "Contract" means any written or oral contract, agreement,
commitment, note, bond, pledge, lease, mortgage, guaranty, indenture, license,
instrument or any other contractual commitment that is binding on any Person or
its property.
1.7. "Court Order" means any judgment, decree, writ, injunction, order
or rulinq of any Governmental Entity.
1.8. "Default" means (a) a breach of or default under any Contract, (b)
the occurrence of an event which with the passage of time or the giving of
notice or both would constitute a breach of or default under any Contract, or
(c) the occurrence of an event that (with or without the passage of time or the
giving of notice or both) would give rise to a right of damages, specific
performance, termination, renegotiation or acceleration under any Contract.
1.9. "Employees" means all employees (within the meaning of Sections
3121(d) and 3401(c) of the Code and corresponding sections of applicable state
and local laws) of the Company and those employees of BMI (i) who are engaged in
the Business prior to Closing and (ii) who are listed on Schedule 1.9 attached
hereto, and also including such employees who are on paid leave of absence or
disability leave.
1.10. "Environmental Claim" means any Claim (including, without
limitation, liability for investigatory costs, cleanup costs, governmental
response costs, national resources damages, property damages, personal injuries
or penalties) arising out of, related to or in connection with the use,
treatment, removal, storage, disposal, presence, migration,
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transport, handling, manufacture, possession, distribution, or the emission,
injection, escape, dumping, spill, leak, discharge or release of Materials of
Environmental Concern.
1.11. "Environmental Laws" means all federal, state and local laws and
regulations presently in effect relating to pollution or protection of human
health or the environment (including, without limitation, ambient air, surface
water, groundwater, land surface or subsurface strata) or safety, including,
without limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act ("CERCLA"), 42 U.S.C.A. ss.ss. 9601 et seq., the Resource
Conversation and Recovery Act ("RCRA"), 42 U.S.C.A. ss.ss. 6901 et seq., the
Clean Water Act, 33 U.S.C.A. ss.ss. 1251 et seq., the Clean Air Act 42 U.S.C.A.
ss.ss. 7401 et seq., the Occupational Safety and Health Act, 29 U.S.C. ss. 651
et seq., The Toxic Substances Control Act, 15 U.S.C. ss. 2601 et seq., The
Transportation Safety Act of 1974, 49 U.S.C. ss. 5101, et seq., and laws and
regulations presently in effect relating to emissions, spills, leaks,
discharges, releases or threatened releases of Materials of Environmental
Concern, or otherwise relating to the manufacture, possession, distribution,
use, treatment, storage, disposal, presence, transport or handling of Materials
of Environmental Concern.
1.12. "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and the regulations promulgated thereunder.
1.13. "ERISA Affiliate" means any Person who is in the same controlled
group of corporations or who is under common control with Seller (within the
meaning of Section 414 of the Code).
1.14. "GAAP" means generally accepted accounting principles
consistently applied.
1.15. "Governmental Entity" means any government and political
subdivisions thereof, court, arbitral tribunal, administrative agency, tribunal
or commission or any other governmental or regulatory body, instrumentality or
authority, whether domestic (federal, state or local) or foreign.
1.16. "Indebtedness" of any Person means all obligations of such Person
(i) for borrowed money, (ii) evidenced by notes, bonds, debentures or similar
instruments, (iii) for the deferred purchase price of goods or services (other
than trade payables or accruals incurred in the ordinary course of business),
(iv) under capital leases and (v) in the nature of guarantees of the obligations
described in clauses (i) through (iv) above of any other Person.
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1.17. "Intellectual Property" means collectively, all registered
copyrights, copyright applications and unregistered copyrights, letters patent
and pending applications for patents of the United States and all countries
foreign thereto, including regional patents, certificates of invention and
utility models, rights of license or otherwise to or under letters patent,
certificates of intention and utility models which have been opened for public
inspection and all reissues, divisions, continuations and extensions thereof,
registered trademarks, registered service marks, trademark and service mark
applications and unregistered trademarks and service marks, tradenames, brand
names, brand marks, logos, licenses, mask work rights, computer software,
computer systems and related proprietary documentation, trade secrets and
related data, inventions, inventer's work papers and notebooks, disclosure of
inventions, proprietary technology, formulae, processes, research and
development in progress, know-how, designs, and all other proprietary
information and similar intangible rights.
1.18. "Laws" means all laws, statutes, ordinances, governmental
regulations, orders, decrees, edicts, rules or other requirements of any
Governmental Entity presently in effect, including without limitation, those
covering environmental, safety, health, transportation, bribery, record keeping,
zoning, employment, tax, anti-discrimination, antitrust, wage and hour and price
and wage control matters.
1.19. "Liabilities" means all Indebtedness, obligations and other
liabilities, whether direct or indirect, and any loss, damage, cost, contingent
liability, loss contingency, unpaid expense, claim, deficiency, guaranty or
endorsement of or by any person whether or not ascertainable.
1.20. "Lien" means any mortgage, lien (including federal, state and
local tax liens), security interest, pledge, negative pledge, encumbrance,
assessment, title retention agreement, restriction or restraint on transfer,
defect of title, charge in the nature of a lien or security interest, or option
(whether consensual, statutory or otherwise) or any conditional sale contract,
title retention contract or other contract to give any of the foregoing.
1.21. "Litigation" means any action, lawsuit, arbitration, criminal
prosecution, tax audit, administrative or other proceeding or investigation, or
any inquiry asserting a violation of any Law, by, before or for any Governmental
Entity.
1.22. "Loss" means any and all damages, losses, obligations,
deficiencies, Liabilities, encumbrances, penalties, fines, costs and expenses,
including without limitation interest, court costs, reasonable fees of
attorneys, accountants and other
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experts or other reasonable expenses of Litigation or other proceedings or of
any Claim, Default or assessment.
1.23. "Material Adverse Effect" means an effect which is or would be
materially adverse to the Business, operations, properties, Assets (including
intangible assets), prospects, Liabilities, condition (financial or otherwise)
or results of operation, of the Company or the Buyer, as the case may be;
provided that the Buyer acknowledges and agrees that Seller's financial
condition as of May 28, 1996 (as disclosed by Seller to Buyer) did not
constitute a Material Adverse Effect.
1.24. "Materials of Environmental Concern" means any toxic, reactive,
corrosive, carcinogenic, flammable or hazardous pollutant or other substance
that presently is the subject of regulation under Environmental Laws, including,
but not limited to, any "hazardous substance," "hazardous waste," "pollutants,"
or "contaminants" as defined in Environmental Laws, petroleum and petroleum
products, natural gas or synthetic gas, material that is a source, special
nuclear or by-product material, as defined by the Atomic Energy Act of 1954, 42
U.S.C.A. ss.ss. 3011 et seq., and the regulations promulgated thereto,
"hazardous chemical," as defined in 29 C.F.R. Part 1910, materials that are
considered hazardous for the purposes of transportation as defined in 29 C.F.R.
Part 1910 and all other hazardous materials as defined in 49 C.F.R. Part 172.
1.25. "Permits" means any and all licenses, franchises, permits,
(including without limitation occupancy permits), easements and rights of way,
zoning variances, rights, consents, orders, approvals, certificates and other
authorizations of or issued by any Governmental Entity.
1.26. "Person" means any natural person, a sole proprietorship, a
corporation, a partnership, a limited liability company, a joint venture, an
association, a trust, or any other entity or organization, including a
government or a political subdivision, agency or instrumentality thereof.
1.27. "Plan" means any bonus, incentive compensation, deferred
compensation, pension, profit sharing, retirement, stock purchase, stock option,
stock ownership, stock appreciation rights, phantom stock, leave of absence,
layoff, vacation, day or dependent care, legal services, cafeteria, life,
health, accident, disability, workmen's compensation or other insurance,
severance, separation or other employee benefit plan, practice, policy or
arrangement of any kind, whether written or oral, including, but not limited to,
any "employee benefit plan" within the meaning of Section 3(3) of ERISA.
1.28. "Taxes" means all taxes, charges, fees, levies or other
assessments, including but not limited to all net
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income, gross income, gross receipts, sales, use, ad valorem, transfer,
franchise, profits, withholding, payroll, employment, social security,
unemployment, excise, estimated, stamp, occupation, property or other taxes,
highway use, fuel and transfer taxes, customs duties, fees, assessments or
charges of any kind whatsoever, including all interest and penalties thereon,
and additions to tax or additional amounts imposed by any taxing authority,
domestic or foreign upon a Person or any of its properties.
1.29. "Transferred Employees" means those Employees of Seller who are
offered employment by Buyer pursuant to Section 15.2 and who become employees of
Buyer within two weeks after the Closing Date.
ARTICLE 2
SALE AND PURCHASE OF ASSETS
2.1. Assets to be Acquired. Subject to the terms and conditions
contained herein, on the Closing Date (as defined below), Seller shall, or shall
cause its Affiliates to, sell, assign, transfer and deliver to Acquisition free
and clear of all Liens (other than those Liens set forth on Schedule 2.1
hereto), and Acquisition shall purchase from Seller, all of the assets of the
Company, whether real, personal, or mixed, and whether tangible or intangible,
used in the Business other than the Excluded Assets (as defined in Section 2.2
below) (the "Assets"), including without limitation:
2.1.1. Owned Real Property. The real property located in Lexington,
North Carolina that is owned by the Company as more particularly described on
Schedule 2.1.1 (the "Owned Facility") and all of the rights arising out of the
Company's ownership thereof or appurtenant thereto, together with all buildings,
structures, facilities, fixtures and other improvements thereon and thereto of
every kind and nature now or hereafter erected, installed, located, situated or
used on, in, under or in connection with the operation, use or enjoyment thereof
(the "Improvements") and together with any and all tenements, hereditaments and
appurtenances now or hereafter belonging thereto or any part thereof or in any
way appertaining or beneficial thereto, all easements and covenants now existing
or hereafter created for the benefit thereof, and all other rights, liberties
and privileges of whatsoever kind or character, and reversions, remainders,
income, rents, issues and profits now or hereafter contained in, belonging to,
arising from or in any way appertaining or beneficial to such real property;
2.1.2. Leased Real Property. The leases for (i) the Business'
headquarters located in Brentwood, Tennessee (the "Headquarters") which is more
particularly described on Schedule
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2.1.2 hereto, (ii) the Business' leased operating facilities that are more
particularly described on Schedule 2.1.2 hereto (the "Leased Facilities," and
together with the Headquarters and the Owned Facility collectively, the
"Facilities") together with Seller's interest in all rail transfer facilities,
fixtures and other leasehold improvements thereon of every kind and nature now
or hereafter erected, installed, located, situated or used on, in, under or in
connection with the operation, use or enjoyment thereof (the "Leasehold
Improvements");
2.1.3. Transport-Related Assets. All (i) one hundred seventy-two (172)
tractors used in the Business, fifty-nine (59) of which are owned by the Company
(the "Company Owned Tractors") and one hundred thirteen (113) of which are
leased by the Company, (ii) seven hundred sixty-five (765) trailers used in the
Business, four hundred thirty-four (434) of which are owned by the Company (the
"Company Owned Trailers") and three hundred thirty-one (331) of which are leased
by the Company, (iii) seventeen (17) road ready, MC 307 trailers which are
certified pursuant to U.S. Department of Transportation regulation 183, and
Nineteen (19) road ready tractors, none of which are more than 10 years old and
all of which have an aggregate fair market value of not less than Five Hundred
Thousand Dollars ($500,000), and all of which are owned by Seller or its
Affiliates; provided that, to the extent such MC 307 trailers and the tractors
have an aggregate fair market value on the Closing Date of less than $500,000,
the Purchase Price shall be reduced by an amount equal to the difference between
$500,000 and such aggregate fair market value, and (iv) other motor vehicles
and/or other transport-related assets used in the Business, all as more
particularly described on Schedule 2.1.3 (the "Transport-Related Assets").
2.1.4. Tangible Personal Property. All furniture, fixtures (including
without limitation, the Leasehold Improvements located at the Licensed
Facilities (as defined below)), machinery, and related equipment used in the
Business, including without limitation, tank cleaning machinery and equipment,
spare parts, tooling, tools, computer hardware and to the extent Acquisition
obtains appropriate licenses with respect thereto, such licenses being listed on
Schedule 2.1.4 hereto, software, office equipment and other tangible personal
property used in the Business, including but not limited to, any of the
foregoing listed on Schedule 2.1.4 ("Tangible Personal Property"); provided
that, the foregoing Tangible Personal Property shall not include any property
located at BMI's Cleveland, Ohio headquarters other than the computer equipment
more particularly described on Schedule 2.1.4 hereto;
2.1.5. Personal Property Leases. All leases of tangible personal
property used in the Business listed on Schedule 2.1.5, together with any
options to purchase the underlying property;
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2.1.6. Relevant Contracts. Those Contracts to which the Company is a
party relating to the Assets or otherwise appurtenant to the Facilities or used
in the Business listed on Schedule 2.1.6 (the "Relevant Contracts");
2.1.7. Intellectual Property. All Intellectual Property owned by Seller
and relating to the Business, including but not limited to, all of Seller's
right, title and interest in and to the name "Fleet" and all derivations
thereof, and all goodwill relating thereto, but not the name "Bulk Storage" or
any derivation thereof or goodwill relating thereto, together with all of the
foregoing listed on Schedule 2.1.7 (the "Transferred Intellectual Property");
2.1.8. Intangible Personal Property. All Permits (that by their terms
are transferable by the Seller to a third party) ("Transferred Permits"),
customer lists, other intangible personal property located at, or used in the
Business and the goodwill of the Business, including, but not limited to, any of
the foregoing listed on Schedule 2.1.8 (the "Intangible Personal Property" and
together with the Tangible Personal Property and the Transport-Related Assets,
the "Personal Property"); provided that, the foregoing Intangible Personal
Property shall not include any property located at BMI's Cleveland, Ohio
headquarters other than the records of the Company;
2.1.9. Escrowed Deposits of Independent Contractors. All sums put into
escrow by the Independent Contractors (as defined below) and held in escrow as
of the Closing Date by the Company pursuant to the terms of the Independent
Contractor Agreements between the Independent Contractors and the Company (the
"IC Agreements"), the approximate aggregate amount of which, as of the Closing
Date, is Two Hundred Seventy-Three Thousand One Hundred Twenty-Three Dollars and
twenty-six cents ($273,123.26) subject to any rights or claims of the
Independent Contractors under the IC Agreements, which escrowed deposits are
more particularly described on Schedule 2.1.9 (the "Escrow Deposits");
2.1.10. Accrued Employee Vacation. All sums accrued by the Company or
the Seller in respect of the Employees' accrued vacation, the approximate
aggregate amount of which is Two Hundred Fourteen Thousand Two Hundred
Seventy-Five Dollars ($214,275.00), which amounts are more particularly
described on Schedule 2.1.10 hereto (the "Accrued Vacation Amounts");
2.1.11. Specified Accounts Receivable. Accounts receivable of the
Business that represent not less than Three Million Dollars ($3,000,000) worth
of receivables, which receivables are more particularly identified in Schedule
2.1.11 hereto (the "Specified Accounts Receivable"); and
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2.1.12. After Acquired Property. All of the assets, whether real,
personal, or mixed, and whether tangible or intangible acquired by Seller or its
Affiliates after the date hereof and prior to the Closing Date and which are
used in the Business, which are owned by the Company on the Closing Date and
which are desired to be acquired by Acquisition.
2.2. Excluded Assets. (a) The accounts receivable relating to the
Business not purchased by Acquisition pursuant to Section 2.1.11 hereof, (b)
claims against third parties relating to pre-Closing events or occurrences, (c)
cash and deposits (including all bonds, letters of credit, security and utility
deposits), (d) the real property leases for the facilities of the Business
located in (i) Atlanta, Georgia, (ii) Augusta, Georgia, (iii) Charlotte, North
Carolina, (iv) Savannah, Georgia, and (v) Chattanooga, Tennessee (collectively,
the "Licensed Facilities"), and (e) Permits (other than the Transferred
Permits), including any transportation related operating authorities, IFTA
permits, single state registration or base plates, as may be more particularly
described on Schedule 2.2 hereto, together with the other assets not related to
the Business listed on Schedule 2.2 are specifically excluded from the Assets
being transferred to Acquisition pursuant to this Agreement (the "Excluded
Assets").
ARTICLE 3
PURCHASE PRICE
3.1. Purchase Price. The consideration for the Assets being purchased
hereby, subject to the adjustments to be made pursuant to Section 12.3 below,
shall be (i) Fifteen Million Five Hundred Thousand Dollars ($15,500,000) less
the Escrow Deposits assumed by Acquisition on the Closing Date and less the
Accrued Vacation Amounts assumed by Acquisition on the Closing Date plus Two
Million Four Hundred Thousand Dollars ($2,400,000) in consideration of the
Specified Accounts Receivable; provided, that in the event the Specified
Accounts Receivable shall represent less than Three Million Dollars
($3,000,000), Acquisition shall only be required to pay (for such Specified
Accounts Receivable) an amount equal to eighty percent (80%) of the amount
represented by such Specified Accounts Receivable (the "Purchase Price"), (ii)
plus Acquisition's assumption of the Assumed Equipment Lease Liabilities, the
net present value of which in no event shall be greater than Fourteen Million
Six Hundred Thousand Dollars ($14,600,000) worth of Liabilities (the "Assumed
Liabilities Threshold") and Acquisition's Assumption of the Assumed Liabilities,
(iii) plus the Earn-Out (as defined below). The Purchase Price shall be payable
to the Seller in cash as set forth in Section 3.2 hereof, the Assumed Equipment
Lease Liabilities and Assumed Liabilities shall be assumed as set forth in
Section 3.3 hereof, and the Earn Out shall be determined
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and (if applicable) paid in accordance with the terms of Section 3.4 hereof.
3.2. Payment of Purchase Price.
(a) On the Closing Date, the Purchase Price less $1,500,000 shall
be paid to the Seller in cash, by wire transfer in United States federal funds
or to such other Person or Persons as the Company shall designate pursuant to
the disbursement direction letter provided by the Seller prior to the Closing.
(b) The balance of the Purchase Price, amounting to One Million
Five Hundred Thousand Dollars ($1,500,000) (the "Environmental Hold Back") shall
be retained by the Buyer to be utilized by the Buyer to perform any necessary or
appropriate remediation or environmental clean-up at the Facilities, if any,
together with all necessary or appropriate analyses, studies, audits and other
services reasonably relating thereto (the "Related Environmental Services").
Such remediation and/or clean-up and the Related Environmental Services shall be
performed in Buyer's reasonable and good-faith discretion, and Buyer shall
provide advance written notice thereof, but in no event shall Seller be entitled
to approve or otherwise interfere in Buyer's remediation or clean-up activities;
provided, however, that the amount charged by Buyer to the Environmental Hold
Back shall be limited solely to the cost and expense of remediation or clean-up
and the Related Environmental Services necessary or appropriate to bring the
Facilities into compliance with Environmental Laws. Where reasonable to do so,
the Buyer shall apply for subsidies and/or reimbursement of expenses from
appropriate Governmental Entities relating to such remediation or clean-up
activities, and to the extent Buyer receives (i) such subsidies, such amounts
shall be utilized by Buyer prior to Buyer's utilization of the Environmental
Hold Back, or (ii) such reimbursements, such amounts shall be credited to the
Environmental Hold Back. To the extent Buyer does not utilize the entire
Environmental Hold Back on or prior to the second anniversary of the Closing
Date, Buyer shall pay to Seller one-half (the "Second Anniversary Installment")
of the unused portion of the Environmental Hold Back (the "Unused Holdback") on
the second anniversary of the Closing Date and Buyer shall pay to Seller the
balance of the Unused Portion (the "Third Anniversary Installment") on the third
anniversary of the Closing Date. The Second Anniversary Installment of the
Environmental Hold Back, if any, shall be payable to Seller with interest
thereon at eight percent (8%) per annum (the "Agreed Rate"), computed from the
Closing Date to the date of payment of the Second Anniversary Installment. The
Third Anniversary Installment of the Environmental Hold Back, if any, shall be
payable to Seller with interest thereon at the Agreed Rate, computed from the
Closing Date to the date of payment of the Third Anniversary Installment. If any
installment if not paid when due, such installment shall
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bear additional interest at the rate of two percent (2%) per annum until paid,
plus the costs and expenses including reasonable attorneys' fees, relating to
the enforcement and the collection thereto incurred by Seller ("Enforcement
Related Expenses"). In the event Buyer utilizes the entire Environmental Hold
Back prior to the second anniversary of the Closing Date, Buyer shall not owe
Seller any interest in respect thereof. Buyer shall, upon Seller's reasonable
request therefor, promptly provide Seller with a description of the remediation
or clean-up undertaken and evidence that such was necessary or appropriate to
remedy noncompliance with Environmental Law, accompanied by reasonably
satisfactory evidence of the environmental circumstances addressed by such
remediation or clean-up and the amounts expended by Buyer in respect of the
Environmental Hold Back, which evidence shall be conclusive absent manifest
error, all of which shall be certified by an officer of Acquisition.
(c) All amounts paid by Acquisition in respect of the Specified
Accounts Receivable shall be used by Seller to satisfy, at the Closing, the
accounts payable relating to the Business identified on Schedule 7.1.8 hereto.
3.3. Assumption of Assumed Equipment Lease Liabilities. On the Closing
Date, Acquisition shall execute and deliver to the Company an Assignment and
Assumption Agreement pursuant to which the Company shall assign to Acquisition
and Acquisition shall assume, effective as of the Closing Date, the Assumed
Liabilities; provided, that, in no event shall Acquisition be required to assume
Assumed Equipment Lease Liabilities in excess of the Assumed Equipment Lease
Liabilities Threshold.
3.4. Earn Out.
(a) Following the Closing, Seller shall be entitled to receive an
additional payment (the "Earn Out") from Buyer computed as set forth below. The
Earn Out will consist of a Revenue Amount and an EBITDA Amount (both as defined
below). The Earn Out shall be based upon the financial performance of the
Business during the twelve (12) calendar month period commencing on the first
day of the first calendar month following the Closing Date, and ending on the
last day of the twelfth (12th) calendar month thereafter (the "Earn Out
Period").
(b) Notwithstanding anything to the contrary in this Agreement,
during the Earn Out Period, Acquisition agrees not to take any action, or omit
to take any action with respect to the Assets and Business acquired pursuant to
this Agreement, the sole or principal purpose of which shall be to reduce the
Revenue Amount and/or the EBITDA Amount during the Earn Out Period. In addition,
during the Earn Out Period, Buyer shall provide Seller with prompt written
notice in the event of any
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material Default under any Facility or Transport-Related Asset lease or material
Personal Property lease assumed by Acquisition hereunder or any material
Relevant Contract assumed by Acquisition hereunder.
(c) Seller will be entitled to receive (A) an amount (the "Revenue
Amount") equal to sixty-seven and seven hundred eight thousandths cents
($.67708) for each dollar ($1.00) of revenue generated by the Business
(determined from the books and records of the Business in accordance with GAAP)
during the Earn Out Period in excess of Sixty-One Million Dollars ($61,000,000);
provided, however, that in no event shall the Revenue Amount exceed Three
Million Two Hundred Fifty Thousand Dollars ($3,250,000) and (B) an amount (the
"Additional Revenue Amount") equal to forty-one and six hundred sixty-seven
thousandths cents ($.41667) for each dollar ($1.00) of revenue generated by the
Business (determined from the books and records of the Business in accordance
with GAAP) during the Earn Out Period in excess of Sixty-Five Million Eight
Hundred Thousand Dollars ($65,800,000); provided, however, that in no event
shall the Additional Revenue Amount exceed Two Hundred Fifty Thousand Dollars
($250,000). Buyer and Seller acknowledge that prior to and following the
Closing, Chemical Leaman Tank Lines, Inc., a wholly-owned subsidiary of CLC
("CLTL"), will operate facilities located in the same territory as, and in
competition with, one or more of the Facilities (the "Competitive Facilities").
Buyer and Seller further acknowledge that the Business could experience either
an increase or a decrease in revenue due solely to the presence of the
Competitive Facilities. Accordingly, to the extent a Competitive Facility or the
Facility located in the same territory shall be sold, closed or consolidated
with the other facility in that territory, Buyer shall provide detailed written
notice of such event to Seller and shall allocate the revenues and the EBITDA
(as defined below) at such other facility in that territory in a manner
consistent with the revenues and EBITDA proration in each of the applicable
Facility and Competitive Facility location during the twelve (12) month period
prior to the Closing Date. Buyer covenants that no new Competitive Facilities
will be started up by it or any Affiliate during the Earn Out Period and that it
will provide notice to Seller of any acquisition of a Competitive Facility
during the Earn Out Period.
(d) Seller will further be entitled to receive (A) an amount (the
"EBITDA Amount") equal to One Dollar fifty-eight and five hundred thirty-seven
thousandths cents ($1.58537) for each dollar ($1.00) of EBITDA (as defined
below) achieved by the Business during the Earn Out Period in excess of Six
Million Seven Hundred Thousand Dollars ($6,700,000); provided, however, that in
no event shall the EBITDA Amount exceed Three Million Two Hundred Fifty Thousand
Dollars ($3,250,000) and (B) an amount (the "Additional EBITDA Amount") equal to
One Dollar ($1.00) for each dollar ($1.00) of EBITDA achieved by the Business
during the
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Earn Out Period in excess of Eight Million Seven Hundred Fifty Thousand Dollars
($8,750,000); provided, however, that in no event shall the Additional EBITDA
Amount exceed Two Hundred Fifty Thousand Dollars ($250,000). For purposes of
this Section 3(d), "EBITDA" shall be defined as the Business' revenues minus the
Business' expenses (excluding equipment charges for operating and capital leases
related to revenue equipment, and depreciation). In addition to the other
expenses incurred by the Business during the Earn Out Period, which shall be
determined from the books and records of the Business in accordance with GAAP
and subtracted from the revenues of the Business, the parties agree that the
Business' expenses shall also include "insurance costs," which shall, for the
Earn Out Period, be not less than $4,023,000 and if less than that amount shall
be deemed (solely for purposes of determining the EBITDA Amount) to be
$4,023,000, "group administration charges," which shall, for the Earn Out
Period, be deemed (solely for purposes of determining the EBITDA Amount) to be
$3,000,000 and a "corporate administration charge," which shall, for the Earn
Out Period, be deemed (solely for purposes of determining the EBITDA Amount) to
be $462,000. The foregoing deemed amounts shall be used to compute EBITDA in
lieu of the actual expenses incurred by the Business in these categories as set
forth on the books and records of the Business. For purposes of computing EBITDA
and the EBITDA Amount, expenses incurred by the Business during the Earn Out
Period shall not include any amounts expended from the Environmental Hold Back
and, with respect to any intercompany Affiliate charges incurred by the
Business, all such charges shall be reasonable and determined on an arms-length
basis.
(e) Within sixty (60) days following the expiration of the Earn
Out Period, Buyer shall deliver to Seller a certificate, executed by the
President, CEO or CFO of Acquisition, showing the Revenue Amount, the EBITDA
Amount and the total Earn Out, and the specific calculations thereof. Seller
shall have thirty (30) days following the receipt of such certificate to review
the determination and calculation of each of the Revenue Amount, the EBITDA
Amount and the total Earn Out and any and all workpapers related to such
calculation, which workpapers will be provided to Seller upon its request. In
the event that Seller disputes any portion of the Earn Out calculation, Seller
will provide within such thirty (30) day period written notice setting forth, in
detail, its specific objections and Buyer and Seller agree to meet within five
(5) days of Buyer's receipt of such notice from Seller to resolve such dispute.
If Buyer and Seller are unable to agree upon the Earn Out within five (5) days,
then the determination of the Earn Out shall be made by a "big six" accounting
firm not then representing Buyer or Seller (or any Affiliate thereof), whose
decision shall be final and binding on the parties and whose costs and expenses
shall be paid by Seller unless, as a result of such decision, the Earn Out shall
increase by not less than
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$250,000 over the amount determined by Buyer, in which case the cost and
expenses of such accounting firm shall be borne by Buyer and Seller equally;
provided, that, in no event shall Buyer be required to pay more than $50,000 to
such accountants. Buyer agrees to provide Seller reasonable access to the
records of the Business and, if appropriate, the records of any Competing
Facility.
(f) The Earn Out, if any, will be paid by the Buyer in three equal
installments, the first of which shall be due ninety (90) days following the
expiration of the Earn Out Period, the second of which shall be due on the first
anniversary of the expiration of the Earn Out Period, and the final installment
shall be due on the second anniversary of the expiration of the Earn Out Period.
Following the payment of the first installment, the outstanding balance of the
Earn Out from time to time shall bear interest at the Agreed Rate for the period
of time commencing on the first anniversary of the expiration of the Earn Out
Period until paid by Buyer in accordance with the terms hereof. Such interest
shall be payable on the date that each of the second and third installments are
paid by the Buyer. Buyer may prepay any installment, with interest accrued
thereon, without penalty. If any installment is not paid on or before the due
date, the installment shall bear additional interest at the rate of two percent
(2%) per annum until paid plus any Enforcement Related Expenses.
(g) During the Earn Out Period, Acquisition shall provide to BMI:
(i) within ninety (90) days after the end of each fiscal year, a copy of the
unaudited financial statements of Acquisition prepared by management of
Acquisition, as at the end of such year and (ii) as soon as practicable, but in
no event later than twenty (20) days after the end of each month, a report
setting forth the amount of revenue generated by, and the amount of EBITDA
achieved by, the Business during such month (the "Monthly Earn Out Report"). The
Monthly Earn Out Report shall be unaudited, provided that Buyer shall represent
and warrant that such Monthly Earn Out Report and such year-end financial
statements represent Acquisition's reasonable and good faith estimate of the
matters set forth therein and shall have been prepared in a manner consistent
with the terms of this Agreement.
3.5. Allocation. The Purchase Price, and the Assumed Liabilities
assumed by Acquisition pursuant to Article 4 hereof shall be allocated among the
Assets in the manner required under Section 1060 of the Code and otherwise as
set forth in the allocation schedule attached hereto as Schedule 3.5 (the
"Allocation Schedule"). Buyer and Seller will file all Returns (as defined
below), in accordance with the Allocation Schedule and neither party will take a
contrary position for Federal, state or local tax purposes that is not
consistent with the
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Allocation Schedule on any Return or any documents filed by any of said parties
with Federal, state or local authorities.
ARTICLE 4
LIABILITIES OF THE COMPANY
4.1. Liabilities. At Closing, Acquisition will assume only (i) the
unamortized portion (as of the Closing Date) of those Liabilities of the Company
for equipment leases which do not, in the aggregate, exceed the Assumed
Equipment Lease Liabilities Threshold and which are listed on Schedule 4.1
attached hereto, (the "Assumed Equipment Lease Liabilities"), (ii) subject to
the Company's ability to transfer, the Company's Liabilities in respect of the
Escrow Deposits, (iii) the Company's Liabilities in respect of the Accrued
Vacation Amounts, (iv) the Business' Liabilities arising after the Closing Date
in respect of those fax machine, copier, computer and other business equipment
leases listed on Schedule 4.1 hereof (v) the Business' Liabilities arising after
the Closing Date in respect of the leases for the Leased Facilities, and (vi)
the Business' Liabilities arising after the Closing Date in respect of the
Contracts listed on Schedule 4.1 (collectively, the "Assumed Liabilities").
Acquisition covenants to timely and fully perform and satisfy all obligations
under and pay all amounts provided for under the Assumed Liabilities.
4.2. Excluded Liabilities. Except as expressly provided in Section 4.1
hereof, Buyer does not and will not otherwise acquire, discharge, assume, or
become responsible for any Liabilities of the Company. Except for the Assumed
Liabilities, Buyer does not hereby and shall not assume or in any way undertake
to pay, perform, satisfy or discharge any Liabilities of Seller (the "Excluded
Liabilities") and Seller agrees to pay and satisfy when due those Liabilities
not assumed by Buyer. The Excluded Liabilities which shall not be assumed by
Buyer shall include, without limitation:
(a) All Liabilities relating to Benefit Plans maintained by
Seller, whether or not for the Employees, other than the Accrued Vacation
Amounts and Buyer's reimbursement obligations under dependent care and medical
expense reimbursement plans as provided for in Section 15.3.3 below;
(b) All Liabilities of Seller with respect to accounts payable
arising on or prior to the Closing Date in connection with the operation of the
Business;
(c) All Liabilities of Seller under Contracts not assumed by Buyer
pursuant to Schedule 4.1 and all obligations of
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Seller arising or to be performed prior to the Closing Date under Contracts
which are listed on Schedule 4.1;
(d) All Liabilities for Taxes due and payable in respect of the
operation of the Business on and prior to the Closing Date; and
(e) All Liabilities of Seller relating to product Liabilities, workers'
compensation Claims, cargo Claims, personal injury Claims, motor vehicle-related
Claims and other Claims relating to the Business.
(f) All Liabilities under Environmental Law arising out of acts or
omissions occurring, or conditions existing, before the Closing Date.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
The Company and BMI, jointly and severally, represent and warrant to
Buyer as follows:
5.1. Organization, Power, Standing and Qualification. Each of the
Company and BMI is a corporation duly organized, validly existing, and in good
standing under the Laws of the State of its incorporation and each has full
power and authority (corporate and otherwise) to carry on its businesses as now
being conducted and to own and operate the properties and assets now owned and
operated by it. Attached hereto as Schedule 5.1 is a list of each and every
jurisdiction in which the Company is qualified to do business. The Company is
and has been at all times it was required to be, duly qualified to do business
and is in good standing in each and every jurisdiction where the ownership or
leasing of its properties and assets and the operation of its business requires
such qualification except where the failure to qualify or to be in good standing
would not have a Material Adverse Effect.
5.2. corporate Power and Authority. Each Company and BMI has the
requisite power and authority to execute, deliver and perform this Agreement and
each of the documents, agreements and instruments to be executed, delivered and
performed by it in connection with this Agreement (collectively the "Collateral
Documents") and except as provided for on Schedule 5.2, to transfer the Assets
to Buyer. The execution, delivery and performance of this Agreement and each of
the Collateral Documents to which Seller is a party, and the consummation of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary action (corporate or otherwise) on the part of Seller including,
without limitation, the approval
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thereof by the stockholders of the Company and the common stockholders and the
holders of the subordinated debentures of BMI listed on Schedule 5.2, and
requires no further authorization or consent by Seller, except to the extent
obtained or otherwise disclosed on Schedule 5.2. This Agreement and the
Collateral Documents, to the extent Seller is a party thereto, required to be
executed on the date hereof have been duly and validly executed and delivered by
Seller. This Agreement and the Collateral Documents, to the extent Seller is a
party thereto, constitute the legal, valid and binding obligation of Seller,
enforceable in accordance with their terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by the general
principles of equity or public policy.
5.3. Validity of Contemplated Transactions. Except as set forth on
Schedule 5.3, the execution, delivery and performance of this Agreement and each
of the Collateral Documents and the consummation of the transactions
contemplated hereby and thereby do not and will not (a) violate, breach or
contravene any of the terms, conditions or provisions of the Articles or
Certificate of Incorporation or Bylaws of any Company or BMI; (b) violate,
breach, be in conflict with, constitute a Default under, or cause the
acceleration of any payments pursuant to any material Relevant Contract; (c)
violate any provision of Law or any Transferred Permit, applicable to the
Company or any of its Assets; (d) require any consent, approval, waiver,
authorization or permit of, or filing or registration with or notification to,
any Governmental Entity or any other Person to be obtained by Seller, except to
the extent obtained, waived or otherwise disclosed on Schedule 5.3; (e) result
in the creation or imposition of any Lien, upon Seller, any of the Assets or the
Business; or (f) otherwise materially and adversely affect the validity or
effectiveness of any Relevant Contract or the operation of the Business.
5.4. Title to Properties.
(a) Real Property.
(i) Except for the Owned Facility, the Company does not own
any real property, nor is any real property owned by the Seller utilized in the
Business. Schedule 2.1.2 contains a true and correct list of real property
leased by the Company which is used in the Business, together with a description
of the Improvements and Leasehold Improvements (as the case may be) located
thereon.
(ii) The Company is in possession of each of the Facilities
and has appropriate rights of ingress and egress with respect to the Facilities
and the Improvements. None of the
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Facilities, the Improvements or the use thereof contravenes or violates any
zoning law, or any building, land use, administrative, occupational or safety
and health Law in any material respect (except as permitted on the basis of
prior nonconforming use, waiver or variance), all of which permitted uses, to
the extent known to the Company, are set forth on Schedule 5.4(a)).
(iii) The Company has delivered or made available to Buyer
prior to the execution of this Agreement true and complete copies of all leases,
mortgages, deeds of trust, certificates of occupancy, title insurance policies,
title reports, surveys and similar documents, and all amendments thereof, in the
Company's possession, with respect to the Facilities.
(iv) There are no condemnation or appropriation proceedings
pending or, to the knowledge of the Company, threatened against any of the
Facilities, the Improvements or the Leasehold Improvements (as the case may be).
(v) Except as set forth on Schedule 5.4, the Improvements and
the Leasehold Improvements are in good operating condition (ordinary wear and
tear excepted).
(vi) Other than the leases listed on Schedule 2.1.2, to the
knowledge of Seller, there are no options, licenses, leases, rights of first
refusal, conditional sales agreements, or similar arrangements respecting any
Facility.
(vii) Except for ordinary wear and tear, since the Financial
Statement Date, there has been no material damage, destruction or loss (whether
or not covered by insurance), with respect to any Facility.
(viii) The Company has access to all utilities, including
water and sewage, necessary to operate the Business in the normal course and
there are no unpaid assessments for the installation thereof or charges for
making connection thereto that have not been fully paid or reserved. With
respect to the Facilities, all public utilities, including connection and
permanent right to discharge sanitary waste into the collector system of the
appropriate sewer authority, are installed and operating, and all installation
and connection charges have been paid in full or reserved.
(ix) There are no outstanding notices of uncorrected
violations of the building, safety, plumbing, electrical, health, zoning or fire
ordinances of the city, county, state or municipality in which any of the
Facilities is located. The zoning and building Laws of the city, county, state
or municipality in which any of the Facilities is located have not been
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and are not violated in any material respect by the existing structures.
(x) There are no management, service, supply, security,
maintenance, or similar Contracts with respect to or affecting the Facilities,
except as set forth on Schedule 2.1.6 or 5.4(a) attached hereto.
(xi) None of the Facilities, or portion thereof or the
Improvements or Leasehold Improvements are affected by any special assessments,
whether or not a Lien thereon, which have not been paid in full and there are no
current installments of such assessments which remain unpaid and no such
property will be assessed for any street paving or curbing heretofore laid or
any other public improvements heretofore made. There are no pending, or to the
Seller's knowledge, threatened assessments or similar charges that affect the
Facilities; and there is no proceeding pending or to the Seller's knowledge,
threatened for any increase of the assessed valuation of any portion of the
Facilities. No ordinance authorizing improvements, the cost of which might be
assessed against Buyer or any real property included in the Assets, is pending
or, to the Seller's knowledge, contemplated.
(xii) To the Seller's knowledge, the Real Property is not
located within a special flood hazard area as documented in the "Department of
Housing and Urban Development, Federal Insurance Administration Special Flood
Hazard Area Maps."
(b) Except as set forth on Schedule 5.4(b), Company or an
Affiliate thereof is in possession of and has good, valid and marketable title
to, or has valid leasehold interests in or valid rights under Contract to use,
all the Personal Property including, without limitation, all of the Personal
Property reflected on the Schedules hereto. All the Personal Property is free
and clear of all Liens, other than Liens arising by operation of law in the
ordinary course of business for sums not due and which do not materially detract
from the value of such Personal Property, Liens securing the performance of
Leases or contracts entered into in the ordinary course of business or Liens
disclosed on Schedule 5.4(b). Except as set forth on Schedule 5.4(b), all
Personal Property is in good operating condition (ordinary wear and tear
excepted), will be usable by Buyer for its intended purposes consistent with its
use by the Company and its use by the Company complies with applicable Laws in
all material respects.
5.5. Third Party Options. There are no Contracts or rights of any kind
with, to or in any third party to acquire any of the Company's capital stock,
any of the Assets or any interest in or portion of, the Assets or the Business.
5.6. Schedule of Assets. Schedule 2.1.1 through 2.1.11, are each a
true, correct and complete listing, in all material
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respects, of such category of Assets (other than Transferred Permits) owned by
the Seller or an Affiliate which are used in the Business as of the date hereof,
and will be a true, correct and complete listing, in all material respects, of
such category of Assets (other than Transferred Permits) owned by the Seller or
an Affiliate which are used or are necessary or appropriate for use in the
Business in the manner in which the Business will be conducted as of the
Closing.
5.7. Financial Statements. The Company has delivered to Buyer true and
correct copies of the following financial statements: (i) a draft audited
financial statement (the "1995 Financial Statements") relating to the Business
for the period ended September 30, 1995 (the "Financial Statement Date"), (ii)
unaudited internal income statements relating to the Business for the 1 month
and 5 month periods ended February 29, 1996 (the "Interim Financials" and
together with the 1995 Financial Statements, the "Financial Statements"). The
Financial Statements have been, as of the respective dates thereof, prepared in
accordance with the applicable books and records of the Business (which books
and records are true and complete in all material respects) and when read
together with the notes thereto, present fairly the financial condition of the
Business and the results of its operations for the respective periods ended on
such dates. The 1995 Financial Statements have been prepared in conformity with
GAAP, consistently applied.
5.8. Absence of Undisclosed Liabilities. There exist no Liabilities,
and Seller has not received notice of any Liabilities, which relate to, arise
out of or otherwise were incurred in connection with the Business or the Assets
except for those incurred, consistent with past business practices, in the
ordinary course of the Business since the Financial Statement Date and except
those which are specifically disclosed in the Financial Statements or in
Schedule 5.8 attached hereto. Schedule 5.8 hereto sets forth all bonds,
guarantees, letters of credit and reimbursement obligations of the Company not
otherwise disclosed on Schedule 5.14.
5.9. Certain Tax Matters.
(a) For any period ending on the date of or before the Closing
Date, the Company has duly and timely filed or will file all federal, state, and
local tax returns, declarations, and reports, estimates, information returns and
statements (collectively, "Returns") required to be filed or sent by it or on
its behalf and all such Returns are or will be true, correct and complete. The
Company has paid in full all Taxes and any penalties entered with respect
thereto, due and payable for any period ending on or before the Closing Date.
All Taxes relating to the Seller's operation of the Business have been paid,
withheld, or reserved for.
(b) There are no Liens for Taxes upon any of the Assets, and no
event has occurred which with the passage of time or
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the giving of notice, or both, could result in a Lien for Taxes and any of the
Assets.
(c) The Company is not a United States real property holding
corporation and has not been a United States real property holding corporation
(as defined in Section 897(c)(2) of the Code) during any period specified in
Section 897(c)(1)(A)(ii) of the Code.
(d) The Company has no permanent establishment located in any tax
jurisdiction other than the United States and is not liable for the payment of
taxes levied by any such jurisdiction located outside the United States.
5.10. Litigation; Compliance with Laws. Except as set forth in Schedule
5.10 attached hereto, there is no Litigation pending or, to the Seller's
knowledge threatened, against or related to the Company or the Business, nor any
failure to comply with, nor any Default under, any Law, or order applicable to,
nor any violation of or Default with respect to any order, writ, injunction,
judgment, or decree of any court or Governmental Entity or other instrumentality
issued or pending against, the Company or the Business which, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect on
the Business. The Company has obtained all Permits for the operation of the
Business as presently operated, the failure of which to obtain, individually or
in the aggregate, could reasonably be expected to have a Materially Adverse
Effect on the Business, and all are listed on Schedule 5.10 attached hereto by
the Facility to which such Permits relate, or if any such Permit relates to the
Business as a whole, such fact shall be reflected on Schedule 5.10 hereto. All
such Permits are presently valid and in full force and no cancellation, or
withdrawal thereof has been effected or, to the Seller's knowledge, threatened
and the Company is not in Default under any such Permit. The Company will renew
or revalidate any such Permits which may become void, expired, terminated,
canceled, or withdrawn between the date hereof and the Closing Date. The
execution of this Agreement and the performance of the transactions contemplated
hereby will not, upon the assignment of such Transferred Permits, result in the
material modification or termination of, any such Transferred Permits. There
have been no illegal kickbacks, bribes or political contributions made by the
Seller relating to the Business.
5.11. Employee Benefits.
5.11.1. General. Schedule 5.11.1 attached hereto lists all Benefit
Plans currently maintained by the Company. Except as set forth in Schedule
5.11.1:
(a) No event has occurred which would permit the PBGC to impose a
lien against any of the Assets under Title IV of ERISA.
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(b) Each Benefit Plan that provides medical benefits has been
operated in compliance, in all material respects, with the requirements of
sections 601 through 608 of ERISA and either (i) section 162(i)(2) and (k) of
the Code and regulations thereunder (prior to 1989) or (ii) Section 4980B of the
Code and regulations thereunder (after 1988), relating to the continuation of
coverage under certain circumstances in which coverage would otherwise cease.
(c) There have been no statements or communications made or
materials provided to any Employee or former Employee of the Company by any
person (including any Affiliate or any employee, officer or director of any
Affiliate) which provide for or could be construed as a contract or promise by
the Company that the Buyer shall provide for any pension, welfare, or other
insurance-type benefits to any such Employee or former Employee, whether before
or after retirement, other than as specifically set forth in Article 15 hereof.
(d) All contributions to, and payments from, the Benefit Plans
which may have been required to be made in accordance with the Benefit Plans
and, when applicable, section 302 of ERISA or section 412 of the Code, have been
timely made in all material respects.
(e) Seller represents that the sale of the Business to Buyer shall
not cause a withdrawal to occur with respect to any Multiemployer Plan (as
defined in Section 4203 or 4205 of ERISA). Seller represents that there are no
unpaid withdrawal liability claims with respect to Seller or any ERISA
Affiliate.
5.11.2. Severance. Buyer shall not be responsible for any liability for
severance payments to Employees (i) who incur a separation from service
(voluntary or otherwise) prior to and including the Closing Date or (ii) who are
not Transferred Employees and who incur a separation from service as a result of
the consummation of the transactions contemplated by this Agreement.
5.11.3. Litigation. There is not pending or, to the best knowledge of
the Seller threatened, litigation or arbitration concerning or involving any
Benefit Plan that could reasonably be expected (i) to interfere with the
consummation of the transactions contemplated by this Agreement, or (ii) to
result in a Lien being imposed against any of the Assets. No complaints to or by
any Governmental Entity have been filed or, to the best knowledge of the Seller,
are threatened or are expected, with respect to any Benefit Plan that could
reasonably be expected (i) to interfere with the consummation of the
transactions contemplated by this Agreement, or (ii) to result in a Lien being
imposed against any of the Assets. No claims have been made or, to the best
knowledge of the Seller are threatened or expected, with respect to any bond or
any fiduciary liability or other similar insurance with regard to the actions of
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any Person in connection with any Benefit Plan, nor has there been, nor to the
best knowledge of the Seller, is there expected to be any notice to any insurer
under any such bond or policy with regard to any Benefit Plan. No application
for any bond or fiduciary liability or similar insurance policy with respect to
any Benefit Plan has been rejected, nor is any such bond or policy now subject
to any qualification, condition or exclusion.
5.12. Hazardous Substances.
5.12.1. Compliance. The Seller (a) has received no written or oral
notice, from any Governmental Entity or any individual, and the Seller has no
knowledge that the Company or the Business is not in material compliance with
all Environmental Laws and (b) has received no written or oral notice from any
Governmental Entity, citizens group, Employee or Person, and has no knowledge
that the Company and the Business each is not in full compliance with the terms
or conditions of any Permit or governmental authorization. The Seller has
obtained, filed timely application for, or filed timely applications to renew,
all Permits and other governmental authorizations required by Environmental Laws
for the conduct of the Business. All Permits and other governmental
authorizations currently held by the Seller for the benefit of the Business
which relate to the Environmental Laws are identified on Schedule 5.12.1
attached hereto by Facility.
5.12.2. Discharges, Etc. The Seller has received no written or oral
notice that there has been and the Seller has no knowledge of, any past or
present actions, activities, circumstances, conditions, events or incidents that
could reasonably form the basis of any Environmental Claim against the Company,
the Business or against any Person whose liability for any Environmental Claim
the Company or the Business has or may have retained or assumed either
contractually or by operation of law.
5.12.3. Disposal; Conditions. All on-site and off-site locations where
the Company or the Business has stored, disposed, treated or arranged for the
disposal or treatment of Materials of Environmental Concern during the period in
which the Company occupied the facility in which such Materials of Environmental
Concern were generated are identified on Schedule 5.12.3 attached hereto. Except
as set forth on Schedule 5.12.3 attached hereto, to the best knowledge of the
Seller, (i) at no time have there been disposals of Materials of Environmental
Concern or above-ground or underground storage tanks or the treatment, storage
or disposal of any Materials of Environmental Concern in any surface,
impoundment or lagoon, located on or in any Facility; (ii) there is no asbestos
or urea formaldehyde foam insulation contained in or forming part of any
building, building component, structure or office space located on or in any
Facility; and (iii) no polychlorinated byphenyls (PCBs) are present, in use or
stored at
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any Facility. No hydraulic or dialectic fluid containing PCBs has been utilized
at any Facility.
5.12.4. Spillage, etc. Except as set forth on Schedule 5.12.4 attached
hereto, there have been no spills, discharges, leaks, emissions, injections,
escapes, disposals, dumpings or releases of any Materials of Environmental
Concern in, on or about any Facility that could give rise to an Environmental
Claim against the Company. Except as set forth on Schedule 5.12.4 attached
hereto, the Company and the Business each has complied in all material respects
with all notice requirements of the Environmental Laws regarding any spills,
discharges, leaks, emissions, injections, escapes, disposals, dumpings or
releases of any Materials of Environmental Concern in, on, and or about any
Facility. Prior to the Closing Date, Seller has delivered to Buyer a copy of its
incident log, register or similar files relating to the Business describing in
reasonable detail any spill or discharge of Hazardous Materials that has
occurred while being transported by the Business involvinq a Hazardous Material.
5.12.5. Potentially Responsible Party. Except as set forth on Schedule
5.12, the Seller has received no written notice or claim from any Governmental
Entity or from any private party, alleging that the Company or the Business is a
potentially responsible party or is otherwise allegedly liable for costs
associated with the remediation of any site, which received Materials of
Environmental Concern from the Company or the Business. Except as set forth on
Schedule 5.12, the Company has received no request for information pursuant to
Section 104(e) of CERCLA or any analogous state statute or regulation in
relation to the operation of the Business.
5.12.6. Groundwater Contamination. The Seller has received no oral or
written notice and has no knowledge that there has been any groundwater
contamination in, on, under or near any Facility.
5.12.7. Migration. To the knowledge of Seller, no Materials of
Environmental Concern have been spilled, discharged, leaked, emitted, injected,
escaped, disposed, dumped, or released at any location where such Materials of
Environmental Concern could migrate onto or beneath any Facility.
5.12.8. Transportation. The Business has not transported, disposed of
or arranged for the disposal of or transportation of any Materials of
Environmental Concern at any Facility that could reasonably form the basis of an
Environmental Claim against the Company or the Business.
5.13. Zoning. The zoning and building laws and ordinances of the city,
town, county, village, state or municipality in which any Facility lies are not
violated by existing structures,
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and are not violated by nor prevent or interfere with or adversely affect, the
continued use and operation of the Assets for the same purposes and operations
as presently exist.
5.14. Insurance. Seller maintains, and between the date hereof and the
Closing Date will maintain, insurance for the benefit of the Business and the
Assets against fire and casualty under the policies and in the amounts and types
of coverage set forth in Schedule 5.14 attached hereto and such policies are,
and between the date hereof and the Closing Date will be, outstanding and duly
in force and the premiums thereon fully paid when and as the same are due and
payable. Schedule 5.14 attached hereto is a true and correct, in all material
respects, Schedule of all policies of fire, liability, and other forms of
insurance, excluding the Benefit Plans listed in Schedule 5.11 attached hereto,
pursuant to which the Company or any of the Assets are insured (whether or not
held by the Company) or with respect to which the Company directly or indirectly
pays all or part of the premium. To the Seller's knowledge, all such insurance
policies are valid, binding and enforceable in accordance with their terms
against the respective insurers. To the Seller's knowledge, no insurer is the
subject of insolvency proceedings. The Company has notified its insurance
carrier of all known litigation and Claims and facts which Seller believes could
reasonably give rise to a Claim, all of which are set forth on Schedule 5.14
attached hereto. The Company has received no notices from its insurance carrier
disclaiming coverage or defending a reservation of rights clause as to any of
such notifications regarding the Business or the Assets.
5.15. Intellectual Property Rights. The Company owns or lawfully uses
all Intellectual Property necessary or appropriate for the operation of the
Business as presently conducted, free and clear of all Liens, except as
disclosed on Schedule 5.4(b) or Schedule 5.15, all of which Intellectual
Property is set forth in on Schedule 2.1.7. All licenses and other
authorizations relating to the Business' use of the Intellectual Property are
renewable by the owner thereof by their terms in the ordinary course of business
and, except as set forth in Schedule 5.15, will not be adversely affected by the
transactions contemplated by this Agreement or the Collateral Documents. Except
as set forth on Schedule 5.15, (i) all registrations with and applications to
Governmental Entities in respect of such Intellectual Property are valid and in
full force and effect, are renewable by their terms and will not be adversely
affected in any material respect, by the transactions contemplated by this
Agreement or the Collateral Documents, (ii) there are no material restrictions
on the transfer of any Contract, or any interest therein, held by the Company in
respect of the Intellectual Property, (iii) the Company is not, nor has it
received any notice that it is, in Default in any material respect under any
Contract to use the Intellectual Property and (iv) to the knowledge of the
Seller, the Intellectual Property is not being infringed by any other Person.
The Seller has no knowledge that it is, and has not
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received notice that it is, infringing any Intellectual Property of any other
Person in connection with the operation of the Business and to the knowledge of
the Seller, no Claim is pending or has been made to such effect that has not
been resolved. The Company is not obligated and has no liability whatever to
make any payments by way of royalties, fees or otherwise to any owner or
licensee of, or other claimant to, any Intellectual Property with respect to the
use thereof, in connection with the conduct of the Business or otherwise.
5.16. Labor Issues.
5.16.1. General. The Company is not a party to any Contract or other
agreement with any labor union, none of the Employees are covered by a
collective bargaining agreement, and no collective bargaining agreement covering
any of such Employees is currently being negotiated. To the Seller's knowledge,
there are no threatened or contemplated attempts to organize for collective
bargaining purposes any of the Employees. Neither the Company nor the Business
is experiencing or the subject of or, to the Seller's knowledge, threatened by,
any union organization campaign or any strike, slowdown, picketing, work
stoppage, or other labor disturbance by any labor union or group of Employees.
There is no representational claim or petition pending before the National Labor
Relations Board. Schedule 5.16.1 contains a list of all Contracts (excluding
Benefit Plans) relating to the Business to which the Seller is a party providing
for a commitment of employment or consulting services or otherwise relating to
employment, or the termination of employment or consultation services, for a
specified or unspecified term to or by, any Employee.
5.16.2. Violations of Law. To the best knowledge of the Seller, except
as set forth in Schedule 5.16.2, Seller has not received any notices of Claims
from any person purporting to act in an official capacity as representative of
any Governmental Entity asserting a Claim of violation of any applicable law,
order or regulation, including but not limited to those relating to occupational
safety and health, employee discrimination, employee wrongful discharge,
employee benefits, or other applicable laws or regulations pertaining to
employment, which, in any event, relate to the Business.
5.17. Contracts. Except for the Contracts listed in Schedule 5.17
hereto, copies of which have been made available to the Buyer, neither the
Company nor the Business is party to (a) any Contract of any kind, (including,
without limitation, mortgages, Contracts for the future purchase and delivery of
goods or rendition of services, or Contracts with Governmental Entities) which
provides for the payment from or to it of $10,000 or more after the date hereof
and which Contracts, do not, in the aggregate, provide for a payment from or to
it of $10,000 or more after the date hereof; (b) any Contract not made in the
ordinary course of business; (c) any
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Contract which cannot be terminated within thirty (30) days after giving notice
of termination without resulting in any material cost or penalty to the Company;
or (d) any (i) distributor, dealer, manufacturer's representatives, sales agency
or advertising Contract, (ii) Contract with any labor union, (iii) Contract for
the employment of any Employee, (iv) Contract with any Independent Contractor
(as defined below), (v) any Plan, (vi) agreement or indenture relating to the
borrowing of money or to the mortgaging, pledging or otherwise placing of a Lien
on its Assets, (vii) any lease or agreement under which it is lessee of or holds
or operates any material property, real or personal, owned by any other party
(other than for those facilities listed in Section 2.2(d) above), (viii)
agreement containing any provision or covenant prohibiting or limiting the
ability of the Seller or which would, when assigned to Acquisition, limit the
ability of Acquisition to operate the Business in the manner currently operated
by the Seller or, (ix) lease or agreement under which it is lessor of, or
permits any third party to hold or operate, any material property, real or
personal, owned by it, in each case, to the extent that any of the foregoing
contracts in (a)-(d) are material to the operation of the Business as currently
conducted. The Company has delivered or made available to Buyer prior to the
execution of this Agreement, true and complete copies of such Contracts. Except
as disclosed on Schedule 5.17 hereto, the Seller and, to the knowledge of
Seller, each other party to any of the aforesaid agreements, has in all material
respects performed all the material obligations required to be performed by it
to date and neither the Seller nor, to the knowledge of Seller, any other party
to such agreement, is in Default under any such Contract. Except for the MCI
Contract listed on Schedule 2.1.6 hereto (which MCI Contract is not being
assigned to or assumed by Acquisition), the Assets include all Contracts (other
than the leases for those facilities listed in Section 2.2(d) above) which are
necessary for the operation of the Business as presently operated. All Relevant
Contracts are valid and binding on and in full force and effect against the
Company, and, to the best knowledge of the Seller, no other party thereto is in
Default thereunder. Except for the provisions of Section 13.4 hereof, the Seller
is not a party to any Relevant Contract, including agreements not to compete,
which could restrict or prohibit Buyer's operation of or Buyer's ability to
expand its business following the Closing. Subject to the receipt of any
necessary consent to the assignment of a Contract, all of which, unless waived
by Buyer, will have been obtained by Seller on or prior to the Closing Date,
except as set forth on Schedule 5.17, the consummation of the transactions
contemplated hereby will not affect the validity or enforceability, in any
material respect, of any of the Contracts, will not constitute a Default under
any of the Contracts and will not give rise to any right to terminate such
Contracts under any provisions thereof.
5.18. Other Transactions. Except as disclosed on Schedule 5.18 hereto,
since the Financial Statement Date, the
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Company has not, to the extent that it results or could reasonably be expected
to result in a Material Adverse Effect on the Business, (a) operated the
Business except in the ordinary course consistent with past practice, (b)
incurred any Liabilities except in the ordinary course consistent with past
practice, (c) discharged or satisfied any Liens, or paid any Liens or paid any
Liabilities, except in the ordinary course of business consistent with past
practice, (d) mortgaged, pledged or subjected to Lien or other encumbrance any
Asset, tangible or intangible except in the ordinary course of business,
consistent with past practice, (e) sold or transferred any of its tangible
Assets or canceled any debts or claims, except, in each case, in the ordinary
course of business, consistent with past practice, or (f) suffered any
extraordinary Losses or waived any rights of substantial value.
5.19. No Changes. Except as set forth on Schedule 5.19, since February
29, 1996, there has not been:
(i) Any negative or adverse change in the financial or other
condition, Assets, Liabilities or business of the Company or of the Business
which has had or may reasonably be expected to have a Material Adverse Effect;
(ii) Any damage, destruction or loss (whether or not covered
by insurance) or any condemnation by any Governmental Entity which has had or
may reasonably be expected to have a Material Adverse Effect;
(iii) Any strike, lockout, labor trouble, organizational
activities, or any event or condition of any character which has had or may
reasonably be expected to have a Material Adverse Effect;
(iv) Any direct or indirect redemption, purchase or other
acquisition of any shares of the Company's shares of capital stock;
(v) Any increase in or commitment to increase the compensation
payable or to become payable by the Company to any of its officers, Employees,
Independent Contractors or agents other than increases made or to be made in the
ordinary course of business, or any known payment or arrangement made to or with
any thereof;
(vi) Any amendments to the Articles of Incorporation or Bylaws
of the Company which would be inconsistent with the terms hereof;
(vii) Any incoherence of long-term or short-term indebtedness
except in the ordinary course of business consistent with past practices, and
except as necessary to fund current losses experienced by Seller; or
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(viii) Any assignment, transfer, pledge, encumbrance on any of
the Assets, except in the ordinary course of business, consistent with past
practices, or sale of any of the Assets other than in the ordinary course of
business consistent with past practice.
5.20. Copies of Articles and Bylaws. The copies of each of the
Company's and BMI's Certificate or Articles of Incorporation (as the case may
be) (certified by the Secretary of State of the jurisdiction of incorporation)
and Bylaws (certified by the Company's and BMI's, respectively, Secretary) which
have been or, at the Closing, will be delivered to the Buyer are true and
correct and are in effect on the date of this Agreement.
5.21. Transactions with Affiliates. Except as set forth on Schedule
5.21, no Employee nor any officer or director of the Company or any Affiliate
thereof, (i) owns or has a material interest in any Asset (other than indirectly
by virtue of the ownership of stock), (ii) has any direct or indirect interest
of any nature whatsoever in any person which markets or provides the same type
of services as those which Buyer will provide by purchasing the Assets, (iii)
provides or causes to be provided any goods, services or facilities to the
Business.
5.22. Capital Expenditures. Except as set forth on Schedule 5.22, the
Seller knows of no capital expenditures in connection with the Business or
Assets required to operate the Business in the manner in which it is currently
being operated.
5.23. Personnel.
5.23.1. General. Except for employees of BMI who perform corporate
overhead and administrative services for the benefit of the Business, the
Employees and the Independent Contractors, collectively, constitute all of the
personnel necessary or appropriate to operate the Business as currently
conducted.
5.23.2. Employees. Seller previously has delivered to Buyer a true and
complete list of the name of each Employee, together with such Employee's
position or function, the rate of hourly, monthly or annual compensation (as the
case may be) paid or to be paid to such Employee in 1996 and 1995 (as reflected
on the Form W-2 for the 1995 calendar year), any accrued sick leave or pay or
vacation and any incentive or bonus arrangement with respect to any such
Employees. Since January 1, 1996, neither BMI nor the Company has received any
resignations from any member of senior management of the Business.
5.23.3. Independent Contractors. Seller previously has delivered to
Buyer the names, annual compensation and the method of determining such
compensation of all present independent contractors retained by the Seller
engaged in the Business
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("Independent Contractors") along with the compensation for each such
Independent Contractor as reflected on the Form 1099 for the 1995 calendar year.
The Independent Contractors (and all other independent contractors who have
previously rendered services to the Business) have in the past and continue to
be treated as non Employees for all Federal, state and local tax purposes, as
well as all ERISA and other Employee benefit purposes. Seller shall pay in full
all compensation (and other amounts) owed to the Independent Contractors for all
periods up to and including the Closing Date.
5.23.4. Indepentent Contractor Status. To the best knowledge of the
Seller, there has been no determination by any Governmental Entity, or by any
tribunal or commission, that any Independent Contractor, who is or has
previously rendered services to the Business, constitutes an Employee of the
Seller.
5.24. Value of Unencumbered Transport - Related Assets. The aggregate
fair market value, on the Closing Date, of the Company Owned Tractors and the
Company Owned Trailers, collectively, will be not less than Eleven Million One
Hundred Eighty-Five Thousand Dollars ($11,185,000).
5.25. Assumed Liabilities. The amount of the Assumed Equipment Lease
Liabilities as of the Closing Date will not be greater than the Assumed
Equipment Lease Liabilities Threshold.
5.26. Specified Accounts Receivable. All Specified Accounts Receivable
represent transactions actually entered into in the ordinary course of business
of the Business, arose not greater than 35 days prior to the Closing Date,
contain terms of payment which are in no case greater than 30 days, are not
subject to any setoff or counterclaim by any Person, and are represented by
invoices with respect to which a Seller is the payee (and not the invoices with
respect to which any Affiliate of the Seller is the payee). No part of such
Specified Accounts Receivable is contingent upon performance by the Business of
any obligation after the Closing Date or, if contingent upon performance by the
Business of any obligation prior to the Closing Date, such obligation will have
been performed on or prior to the Closing Date, and the Seller has made no
agreement for deductions or discounts with respect to any part of such Specified
Accounts Receivable.
5.27. Filings with State Authorities. The Company will file with the
appropriate state authorities requests for revocation of the operating,
registration, and other authorities of the Company and will cause its insurance
companies to file notices of cancellation of insurance covering the operations
of the Company with all state authorities with whom the insurance companies have
on file certificates evidencing such insurance in each case promptly upon the
request in writing by Buyer and Seller will otherwise cooperate with Buyer in
coordinating the filing of such requests for revocation and notices of
cancellation to facilitate transition of
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operations of the Transport-Related Assets from Seller to Acquisition. A form of
such revocation is attached hereto as Exhibit 5.27.
5.28. Other Transportation-Related Representations.
(a) There are currently in effect valid International Registration
Plan ("IRP") registrations with the states of Illinois, North Carolina and
Tennessee with respect to all Transport-Related Assets, the Company holds
receipts evidencing all such IRP registrations and there are affixed to each of
the Transport-Related Assets valid and current base state license plates.
(b) All highway use and fuel tax obligations with respect to the
Transport-Related Assets that are due and payable as of the Closing Date shall
have been paid in full by the Seller for all periods up to and including the
Closing Date.
(c) None of the Transport-Related Assets or independent contractor
equipment is currently subject to any type of "out-of-service" order issued by
the U.S. Department of Transportation or similar state agency.
(d) The Seller has no knowledge of any Claims against the Escrow
Deposits other than those occurring in the ordinary course of the Business.
(e) The Seller represents and warrants that the Company has a
"satisfactory" safety rating issued by the U.S. Department of Transportation
("DOT"), and is not subject to any type of "out-of-service" order or any
compliance or consent order issued by the U.S. Department of Transportation or
similar state agency.
(f) The Seller represents and warrants that, to its knowledge, all
Employees listed in Section 5.23.2 and Independent Contractors listed in Section
5.23.3 herein and who operate a commercial motor vehicle for the Seller are
properly qualified to operate such vehicle pursuant to 49 C.F.R. Part 382, 383,
391, 392 and 395, and any similar state law or regulations.
5.29. Veracity of Statements. No representation, warranty or
covenant by the Seller contained in this Agreement and no statement or
information contained in the Financial Statements or notes thereto, or any
certificate, Schedule or other document or instrument furnished to the Buyer
pursuant hereto or in connection with the transactions contemplated hereby,
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact required or necessary to be stated herein or
therein in order to make the statement herein or therein, in light of the
circumstances in which made, not misleading.
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ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF BUYER
Acquisition and CLC, jointly and severally, hereby represent and
warrant to Seller as follows:
6.1. Organization, Power, Standing and Qualification. Each Buyer is a
corporation duly organized, validly existing, and in good standing under the
laws of its state of incorporation and each has full power and authority
(corporate or otherwise) to carry on its business as it is now being conducted
and to own and operate the properties and assets now owned and operated by it.
Each Buyer is and has been at all times it was required to be, duly qualified to
do business and is in good standing in each and every jurisdiction where the
ownership or leasing of its properties and assets and the operation of its
business requires such qualification except where the failure to qualify or to
be in good standing would not have a Material Adverse Effect.
6.2. Corporate Power and Authority. Each Buyer has the requisite power
and authority to execute, deliver and perform this Agreement and the Collateral
Documents to which it is a party and to purchase the Assets from Seller. The
execution, delivery and performance of this Agreement and each of the Collateral
Documents to which Buyer is a party and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
action (corporate or otherwise) on the part of Buyer and requires no further
authorization or consent by Buyer. This Agreement and the Collateral Documents,
to the extent Buyer is a party thereto, constitutes the legal, valid and binding
obligations of Buyer, enforceable in accordance with their terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, moratorium or
similar laws affecting the enforcement of creditors' rights generally.
6.3. Validity of Contemplated Transactions. The execution, delivery and
performance of this Agreement and each of the Collateral Documents, and the
consummation of the transactions contemplated hereby and thereby do not and will
not: (i) violate, breach or contravene any provision of the Certificate of
Incorporation or Bylaws of Buyer; (ii) violate, breach, be in conflict with,
constitute, in any material respect, a Default under, or cause the acceleration
of any payments pursuant to any Contract to which Buyer is a party, (iii)
violate any provision of Law applicable to Buyer or (iv) except as set forth in
Schedule 6.3 hereto, require any consent, approval, waiver, authorization, or
Permit of, or filing or registration with, or notification to, any Governmental
Entity or other Person to be obtained by Buyer except as has been made or
waived.
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6.4. On-goinq Business. Buyer represents and warrants that it is the
intention of Acquisition in acquiring the Business to operate it as an
independent on-going business during the Earn Out Period and that it has no
present intentions to liquidate any portion of the acquired Business other than
with respect to the sale or closure and consolidation of a Facility with a
Competitive Facility as provided in Section 3.4(c) above.
6.5. Ownership of Buyer. As of the date of this Agreement and the
Closing Date, all of the capital stock of Acquisition is and will be owned one
hundred percent (100%) by CLC.
6.6. Financial Statements. CLC has delivered to BMI true and correct
copies of the following financial statements: unaudited income statement
relating to the business of CLTL for the four month period ending April 30, 1996
(collectively, the "CLTL Income Statement"). The CLTL Income Statement, except
as set forth on Schedule 6.6, has been prepared in conformity with the books and
records of CLTL and presents fairly the results of CLTL's operations for the
period ended on such date.
6.7. Copies of Articles and Bylaws. The copies of each of CLC's and
Acquisition's Articles or Certificate of Incorporation, as the case may be,
(certified by the Secretary of State of the jurisdiction of incorporation) and
Bylaws (certified by CLC's and Acquisition's, respectively, Secretary) which
have been or, at the Closing, will be delivered to the Seller are true and
correct and are in effect on the date of this Agreement.
6.8. Veracity of Statements. No representation, warranty or covenant by
Buyer contained in this Agreement and no statement or information contained in
any certificate, schedule or other document or instrument furnished to Seller
pursuant to hereto or in connection with the transactions contemplated hereby,
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact required or necessary to be stated herein on
therein in order to make the statement herein or therein, in light of the
circumstances in which made, not misleading.
ARTICLE 7
ACTIVITIES OF SELLER PRIOR TO THE CLOSING DATE
7.1. Operation of Business. Seller hereby agrees that from and after
the date hereof to the Closing Date, except as otherwise contemplated by this
Agreement, Seller shall conduct the Business solely in the ordinary course and
Seller and the Company shall:
7.1.1. Efforts. Use commercially reasonable efforts to consummate the
transactions contemplated herein, including
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without limitation, by using efforts to satisfy the conditions precedent to
Closing to be satisfied by Seller hereunder;
7.1.2. Corporate Name. Not change the Company's corporate name or
permit the use thereof by any other corporation;
7.1.3. Compensation. Not pay or agree to pay to any Employee, officer,
or director of the Company, without the consent of Buyer, compensation that is
in excess of the current compensation level of such Employee, officer, or
director;
7.1.4. Management. Provide notice to Buyer of any material changes in
the Company's management;
7.1.5. Mergers, Etc. Not merge or consolidate the Company with any
other corporation or Person or allow it to acquire or agree to acquire or be
acquired by any corporation, association, partnership, joint venture, or other
entity;
7.1.6. Disposition of Assets. Not sell, transfer, or otherwise dispose
of any material Assets other than in the ordinary course of business consistent
with past practice, without the prior written consent of Buyer;
7.1.7. Indebtedness. Not (i) create, incur, assume, or guarantee any
Indebtedness except in the ordinary course of business, (ii) create or suffer to
exist any Lien, on any of the Assets, except those in existence on the date
hereof, or (iii) increase the amount of any indebtedness outstanding under any
loan agreement, mortgage, or other borrowing arrangement in existence on the
date hereof arising out of or in connection with the Business other than in the
ordinary course of business consistent with past practice or to fund any losses
incurred by BMI;
7.1.8. Payables. Pay on the Closing Date, simultaneously with the
Closing, all accounts payable and trade obligations of the Business, all such
accounts payable and trade obligations being more particularly described on
Schedule 7.1.8 hereto;
7.1.9. Maintenance of Assets. Maintain the Business' facilities,
assets, and properties in good operating repair, order and condition, reasonable
wear and tear excepted, and notify Buyer immediately upon any material loss of,
damage to, or destruction of any of the Assets (whether or not covered by
insurance);
7.1.10. Insurance. Maintain in full force and effect insurance coverage
of the types and in the amounts set forth in Schedule 5.14 attached hereto and
apply the proceeds received under any insurance policy as a result of any loss
or destruction of or damage to any Assets to the repair or replacement of such
Assets;
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7.1.11. Contracts and Permits. Maintain in full force and effect all
Contracts and Permits necessary for or related to the operation of the Business
in all places as such Business is now conducted and to the extent permitted and
subject to Section 12.3 below, renew or revalidate any Permits which may become
void, expired, terminated, canceled or withdrawn between the date hereof and the
Closing Date;
7.1.12. Goodwill. Use commercially reasonable efforts to preserve the
Company's business organization intact, to keep available the services of its
present Employees and to preserve the good will of its customers and others
having business relations with it;
7.1.13. Litigation, etc. Promptly advise Buyer in writing of the
commencement of, and of any known threat to commence any, Litigation that, if
adversely determined, would individually or in the aggregate have a Material
Adverse Effect on the Business, or any tax audit against the Company;
7.1.14. Monthly Financial Statements. Deliver to Buyer as soon as
available monthly income statements ("Monthly Financial Statements") of the
Business commencing with the month of April, 1996 and for each calendar month
thereafter prior to the Closing Date; and
7.1.15. Redemptions. Not redeem, purchase or otherwise acquire any of
the shares of capital stock of the Company.
7.2. Access to Information. Seller will cooperate fully with Buyer and
shall provide Buyer and its accountants, counsel, and other representatives
(including without limitation, its bankers and other lending sources, auditors
and engineers), partners, investors and investment bankers, during normal
business hours, reasonable access to the books and records, equipment, real
estate, contracts, and other assets of the Company, and full opportunity to
discuss the Company's Business, affairs and assets with its executive officers,
and independent accountants, and upon receipt of Seller's prior written consent,
the Employees, and will furnish to Buyer and its representatives copies of such
documents, records, and information with respect to the affairs of the Business
and the Company as Buyer or its representatives may reasonably request. In
addition to the foregoing right of access and information, Buyer may designate
onsite observers of the Business and operations of the Company, which observers
shall be permitted such access to the Company's business and operations as Buyer
may reasonably request and shall be fully informed by it concerning all of its
assets, operation, and business affairs.
7.3. Benefit Plans. Between the date hereof and the Closing Date, the
Seller shall maintain in full force and effect the
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Benefit Plans as they pertain to the Company's Employees and, in connection
therewith:
7.3.1. Plan Chances. Except as may be required by law or as may be
necessary to continue the qualified status under Section 401 of the Code, Seller
shall not adopt, terminate, amend, extend, or otherwise change any Benefit Plan
affecting the Employees without the prior written consent of Buyer which consent
will not unreasonably be withheld or delayed, and Seller shall give Buyer prior
written notice of Seller's intention to take any such action required by law or
necessary to continue the qualified status of any Benefit Plans as they pertain
to Employees or the Business' former Employees; and
7.3.2. Contributions and Payments. Seller shall not make, cause to be
made, or agree to make any contribution, award, or payment under any Benefit
Plans as they pertain to Employees or the Business' former Employees, except at
the time and to the extent required by the written terms thereof, without the
prior written consent of Buyer.
7.4. Antitrust Notification. Seller, to the extent required by Law,
shall promptly file with the Federal Trade Commission and the Department of
Justice the notifications and reports required to be filed pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and Laws
promulgated thereunder and shall promptly file any supplemental information
which may reasonably be requested in connection therewith, which notifications
and reports and filing of supplemental information will comply in all material
respects with the requirements of such Act and such rules and Laws. Seller shall
furnish to the Buyer such information as Buyer may reasonably request to assist
Buyer to make such filings as it may be legally required to make under such Act
and such rules and Laws.
7.5. Notice of Chance. Seller will promptly notify Buyer of the
existence or happening of any fact, event or occurrence prior to the Closing
Date and of which Seller or any of Seller's representatives has knowledge which
may alter, in any material respect, the accuracy or completeness of any
representation or warranty contained in Article 5 of this Agreement and Seller
shall cause the Schedules hereto to be updated and/or supplemented to reflect
such fact, event or occurrence.
7.6. No Discussions. Neither Seller nor any of its Affiliates will, and
Seller will direct their respective officers, directors, employees,
representatives, investment bankers, attorneys, accountants and other agents and
affiliates (collectively, "Representatives") not to, directly or indirectly,
take any action to consummate, encourage, solicit, initiate, discuss or
negotiate with, or furnish any information to, or afford any access to the
properties, books or records of the Business, to any
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person (other than the Buyer and its Representatives) in connection with any
possible or proposed merger, consolidation, business combination, liquidation,
reorganization, sale or other disposition of a material amount of assets,
acquisition of a material amount of assets or similar transactions involving the
Business unless this Agreement is terminated pursuant to Article 17 hereof. The
Seller shall promptly advise Buyer following its receipt of any such written
offer or request.
7.7. Seller Confidential Information.
7.7.1. Confidential Information of Seller. The term "Seller
Confidential Information" as used herein means all information concerning the
Seller or the Acquisition of the Business and the Assets, and all information
concerning the Business which is furnished to Buyer, its Affiliates or its
Representatives by or on behalf of the Seller in connection with the
consummation of the transactions contemplated herein. The term "Seller
Confidential Information" does not include information which (i) becomes
generally available to others in the motor carrier industry other than as a
result of a disclosure by Buyer in violation of this Agreement, (ii) was
available to Buyer on a non-confidential basis prior to its disclosure to Buyer
by the Seller, (iii) becomes available to Buyer on a non-confidential basis from
a source other than the Seller, or (iv) was known to Buyer or in such party's
possession prior to the date that such information was disclosed to such party
by the Seller. In consideration of the Business providing Buyer with Seller
Confidential Information, the Buyer agrees that for a period of one (1) year
following the date of this Agreement, all Seller Confidential Information will
be used solely by the Buyer and its Affiliates and Representatives for the
evaluation of Buyer's possible consummation of the transactions contemplated
herein, and that (except as otherwise required by law) all Seller Confidential
Information will be held and treated by it in strictest confidence and will not,
without the prior written consent of the Seller, be directly or indirectly
disclosed, in whole or in part, by it in any manner whatsoever; provided,
however, that Seller Confidential Information may be provided to Buyer's
Affiliates, Representatives, third-party lenders and other similar persons on a
need-to-know basis; and further provided that, following the Closing, Buyer may
utilize (including without limitation, by the disclosure thereof) such Seller
Confidential Information relating solely to the Business and the Assets of the
Company as Buyer determines to so do (in Buyer's sole discretion).
7.7.2. Equitable Relief of Seller. The Seller shall have the right to
equitable relief, including injunctive relief, if Buyer violates the provisions
of this Section 7.7.
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ARTICLE 8
ACTIVITIES AND COVENANTS OF THE BUYER PRIOR TO CLOSING DATE
8.1. Environmental Audit. Buyer shall cause its environmental
consultants (the "Environmental Consultants"), to complete their phase I
environmental audits of the Facilities (the "Environmental Audits") and shall
deliver the Environmental Audits to Buyer. Seller shall cooperate with Buyer and
the Environmental Consultants in connection with the preparation of such
Environmental Audits. Except as set forth in Schedule 16.2.2, Buyer shall bear
any and all costs in connection with the Environmental Audits. Buyer shall,
within ten (10) days following the date hereof, deliver a copy of each such
Environmental Audit to the Seller.
8.2. Antitrust Notification. Buyer, to the extent required by Law,
shall promptly file with the Federal Trade Commission and the Department of
Justice the notifications and reports required to be filed pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the Laws promulgated
thereunder and shall promptly file any supplemental information which may
reasonably be requested in connection therewith, which notifications and reports
and filing of supplemental information will comply in all material respects with
the requirements of such Act and such Laws. Buyer shall furnish to the Seller
such information as the Seller may reasonably request to assist the Seller to
make such filings as it may be legally required to make under such Act and such
Laws.
8.3. Notice of Chance. Buyer will promptly notify Seller of the
existence or happening of any fact, event or occurrence prior to the Closing
Date and of which Buyer or any of Buyer's representatives has knowledge which
may alter, in any material respect, the accuracy or completeness of any
representation or warranty contained in Article 6 of this Agreement.
8.4. Confidentiality.
8.4.1. Confidential Information of Buyer. The term "Buyer Confidential
Information" as used herein means all information concerning the consummation of
the transactions contemplated herein, and all information concerning Buyer (or
its Affiliates) which is furnished to the Seller by or on behalf of Buyer (x) in
connection with the consummation of the transactions contemplated herein and (y)
following the Closing Date pursuant to the terms hereof. The term "Buyer
Confidential Information" does not include information which (i) becomes
generally available to others in the motor carrier industry other than as a
result of a disclosure by Seller in violation of this Agreement, (ii) was
available to Seller on a non-confidential basis prior to its disclosure to
Seller by Buyer, (iii) becomes available to Seller on
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a non-confidential basis from a source other than the Buyer, or (iv) was known
to Seller or in such party's possession prior to the date that such information
was disclosed to such party by Buyer. In consideration of the Buyer providing
Seller with Buyer Confidential Information, Seller agrees that all Buyer
Confidential Information will be used prior to the Closing solely by Seller for
the evaluation of Seller's possible consummation of the transactions
contemplated herein, will be used following the Closing solely by Seller for the
express purposes for which such Buyer Confidential Information was required to
be delivered as set forth herein, and that (except as otherwise required by law)
all Buyer Confidential Information will be held and treated by it in strictest
confidence and will not, without the prior written consent of the Buyer, be
directly or indirectly disclosed, in whole or in part, by it in any manner
whatsoever; provided, however, that Buyer Confidential Information may be
provided to Seller's Affiliates, Representatives, third-party lenders and other
similar persons on a need-to-know basis.
8.4.2. Equitable Relief of Buyer. The Buyer shall have the right to
equitable relief, including injunctive relief, if Seller violates the provisions
of this Section 8.4.
8.5. Nonsolicitation of Employees. Acquisition and CLC agree that, for
the period commencing on the date of this Agreement and continuing through the
earlier of (i) the Closing Date, or (ii) one (1) year from the date hereof,
neither Buyer nor any of their respective representatives or Affiliates will,
except as expressly contemplated herein, solicit to employ any of the current
officers or senior employees of the Company so long as they are employed by
Seller without obtaining the prior written consent of the Seller. Nothing in
this Section 8.5 shall be construed to prohibit Acquisition or CLC from hiring
any employee so long as such hiring does not result, directly or indirectly,
from a violation of the foregoing Nonsolicitation restriction.
8.6. Retention and Access to Records. Buyer agrees that, from and after
the Closing Date, the Seller shall be permitted, after reasonable notice and
during normal business hours, access to inspect and copy, at its expense, the
books and records relating to the Business prior to the Closing Date and that,
notwithstanding the sale of such books and records to Acquisition, the Seller
shall be permitted to retain copies of all such books and records if and to the
extent required by Law. Buyer further agrees that, during the seven (7) year
period following the Closing Date, it shall not destroy or abandon any of the
material books and records relating to Business absent the prior written consent
of Seller, such consent not to be unreasonably withheld or delayed.
8.7. Insurance. Acquisition agrees that, from and after the Closing
Date, it will carry insurance with respect to the Assets
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and the Business as is appropriate in its reasonable business judgment
considering the character and nature of the Business.
8.8. Independent Contractors. Acquisition agrees that, from and after
the Closing Date, it shall, unless otherwise required by Law (whether presently
in effect or hereinafter enacted), treat, in a manner consistent with the
treatment by Seller prior to the Closing Date, the Independent Contractors (and
all other independent contractors who have previously rendered services to the
Business) as non-employees for all federal, state and local tax purposes, as
well as all ERISA and other employee benefit purposes.
ARTICLE 9
CONDITIONS PRECEDENT TO THE CLOSING
9.1. Obligation of Buyer to Close. The obligation of Buyer to
consummate the purchase of the Assets and the assumption of the Assumed
Liabilities on the Closing Date shall be subject to the satisfaction or the
waiver by Buyer of the following conditions on or prior to the Closing Date:
9.1.1. Representations and Warranties; Compliance with Agreement. The
representations and warranties of Seller set forth in this Agreement shall be
true and correct as of the date of this Agreement and as of the Closing Date as
though made on and as of the Closing Date, and Seller shall have performed all
covenants and agreements to be performed by it under this Agreement on or prior
to the Closing Date, and Seller shall have delivered to Buyer certificates to
such effect dated as of the Closing Date signed on behalf of each such
corporation by its respective President or Chief Financial Officer, which
certificates shall be in form and substance reasonably satisfactory to Buyer's
counsel.
9.1.2. Secretary's Certificate. Each of BMI and the Company shall have
delivered to Buyer a certificate or certificates dated the Closing Date and
signed on behalf of each such corporation by its Secretary to the effect that
(a)(i) the copy of such corporation's Articles of Incorporation attached to the
certificate is true, correct and complete, (ii) no amendment to such
corporation's Articles of Incorporation has occurred since the date of the last
amendment annexed (such date to be specified and a copy of such Articles, as
amended, to be annexed to such certificate), (iii) a true and correct copy of
the by-laws of such corporation as in effect on the date thereof and at all
times since the adoption of the resolutions referred to in (iv) is annexed to
such certificate, (iv) the resolutions by the Board of Directors of such
corporation authorizing the actions taken in connection with the sale of the
Assets, including the execution and delivery of this Agreement, were duly
adopted and continue in force and effect (a copy of such resolutions to be
annexed to such certificate); (b) the officers of such corporation executing
this Agreement and the documents executed
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and delivered pursuant to or in connection with this Agreement are incumbent
officers of such corporation and that the specimen signatures on such
certificate or certificates are their genuine signatures; and (c) such
corporation is in good standing in all jurisdictions in which such corporation
does business. The certificate referred to above in (c) shall attach
certificates of good standing certified by the Secretaries of State or other
appropriate officials of such states, dated no earlier than June 6, 1996. Such
certificate or certificates shall be in form and substance reasonably
satisfactory to Buyer and Buyer's counsel.
9.1.3. Opinion of Counsel of Seller. Messrs. Calfee, Halter & Griswold,
special counsel for Seller relating to the sale of the Business, shall have
delivered to Buyer their favorable opinion, dated the Closing Date and in form
and substance reasonably satisfactory to Buyer and its counsel, with respect to
the matters set forth in Exhibit 9.1.3. In rendering such opinion counsel may
rely to the extent recited therein on certificates of public officials and of
officers of Buyer as to matters of fact, and as to any matter which involves
other than federal or Ohio law, such counsel may rely upon the opinion of local
counsel of established reputation.
9.1.4. Litigation Affecting Closing; Labor Disputes. On the Closing
Date, no proceeding shall be pending or threatened before any court or
Governmental Entity, in which it is sought to restrain or prohibit or to obtain
damages or other relief in connection with this Agreement or the consummation of
the transactions contemplated hereby, and no investigation that might eventuate
in any such suit, action or proceeding shall be pending or threatened; and there
shall be no labor union strikes or significant labor disputes in progress or
threatened involving the Employees or the Business.
9.1.5. Antitrust Improvements Act of 1976. The Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and the rules and regulations promulgated
thereunder shall have been fully complied with (including, without limitation,
compliance with the information furnishing and waiting period requirements
thereof) or such compliance shall have been waived by the Governmental Entities
having authority to give such waiver.
9.1.6. Required Consents. The holders of any Indebtedness of Seller,
the lessors of the Facilities and/or any Personal Property leased by Seller and
used in the Business, the parties (other than Seller) to any other Relevant
Contract, any Governmental Entity or body or any other Person which owns or has
authority to grant any Permit necessary for the Business and any Governmental
Entity or regulatory agency having jurisdiction over the Buyer or Seller, to the
extent that their consent or approval is required under the pertinent Relevant
Contract, Permit, any financing arrangement or under applicable Laws, for the
consummation
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of the transaction contemplated hereby in the manner herein provided, or for
ownership and operation by Buyer of the Business, shall have granted such
consent or approval.
9.1.7. No Material Damage to Business. None of the Assets, properties
of the Company nor the Business shall have been damaged in any material respect
as a result of fire, explosion, earthquake, disaster, accident, labor dispute,
any action by any Governmental Entity including, without limitation, by
condemnation, flood, drought, embargo, riot, civil disturbance, uprising,
activity of armed forces or act of God or public enemy.
9.1.8. Environmental Audits. Buyer shall have received the completed
Environmental Audits and any Phase II environmental audits or other reports
Buyer reasonably believes appropriate to obtain, and such Environmental Audits
and other audits and reports shall be satisfactory to Buyer, in its sole
discretion.
9.1.9. Due Diligence. Buyer and its counsel shall have completed their
business, legal, financial, labor, and other due diligence review of the
Company, the Facilities and the Business, which review shall include a complete
inspection of the Business' fleet of tractors, trailers and other motor
vehicles, and the results of such review shall have been satisfactory to Buyer,
in its sole discretion.
9.1.10. Board Approvals. The Board of Directors of Acquisition and CLC
shall have approved the consummation of the transactions contemplated herein.
9.1.11. Receipt of Audit. Buyer shall have received from Price
Waterhouse a copy of BMI's audited financial statements for the year ended
September 30, 1995.
9.1.12. No Material Adverse Effect. There shall not have been and shall
not be threatened in any way an event or other occurrence which individually or
in the aggregate could have a Material Adverse Effect on the Company, the
Business, its Assets, financial condition or prospects.
9.1.13. Schedules Satisfactory. Any updates and/or supplements made to
the Schedules hereto by Seller pursuant to Section 7.5 hereof shall be
satisfactory to Buyer in its sole discretion.
9.2. Obligation of Seller to Close. The obligation of Seller to
consummate the sale of the Assets on the Closing Date shall be subject to the
satisfaction or waiver by Seller of the following conditions on or prior to the
Closing Date:
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9.2.1. Representations and Warranties; Compliance with Agreement. The
representations and warranties of Buyer set forth in this Agreement shall be
true and correct as of the date of this Agreement and as of the Closing Date as
though made on and as of the Closing Date, and Buyer shall have performed all
covenants and agreements to be performed by it under this Agreement on or prior
to the Closing Date and Buyer shall have delivered to Seller certificates to
such effect, dated as of the Closing Date and signed by its respective President
or Chief Financial Officer, which certificate shall be in form and substance
reasonably satisfactory to Seller and its counsel.
9.2.2. Secretary's Certificate. Each of CLC and Acquisition shall have
delivered to Seller a certificate or certificates dated the Closing Date and
signed on behalf of each such corporation by its Secretary to the effect that
(a) the resolutions by the Board of Directors of such corporation authorizing
the actions taken and authorizing the officers of Buyer to execute all documents
and instruments to be executed and delivered in connection with the purchase of
the Assets and the Business, including the execution and delivery of this
Agreement, were duly adopted and continue in force and effect (a copy of such
resolutions to be annexed to such certificate); (b) the officers of such
corporation executing this Agreement and the documents executed and delivered
pursuant to or in connection with this Agreement are incumbent officers of such
corporation and that the specimen signatures on such certificate or certificates
are their genuine signatures; and (c) such corporation is in good standing in
all states in which such corporation does business. The certificate referred to
above in (c) shall attach certificates of good standing certified by the
Secretaries of State or other appropriate officials of such states, dated as of
a date not more than ten (10) days prior to the Closing Date.
9.2.3. Opinion of Counsel of Buyer. Pepper, Hamilton & Scheetz, counsel
for Buyer, shall have delivered to Seller their opinion, dated the Closing Date
and in form and substance reasonably satisfactory to Seller and its counsel,
with respect to the matters set forth in Exhibit 9.2.3. In rendering such
opinion such counsel may rely to the extent recited therein on certificates of
public officials and of officers of Buyer as to matters of fact, and as to any
matter which involves other than federal or Pennsylvania or Delaware corporate
law, such counsel may rely upon the opinion of local counsel of established
reputation.
9.2.4. Litigation Affecting Closing. On the Closing Date, no proceeding
shall be pending or threatened before any court or Governmental Entity, in which
it is sought to restrain or prohibit or to obtain damages or other relief in
connection with this Agreement or the consummation of the transactions
contemplated hereby, and no investigation that might eventuate in any such suit,
action or proceeding shall be pending or threatened.
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9.2.5. Antitrust Improvements Act of 1976. The Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and the rules and regulations promulgated
thereunder shall have been fully complied with (including, without limitation,
compliance with the information furnishing and waiting period requirements
thereof) or such compliance shall have been waived by the Governmental Entities
having authority to give such waiver.
9.2.6. Approval. The holders of the common stock and the Board of
Directors of the Company and BMI shall have approved the consummation of the
transactions contemplated herein.
9.2.7. Required Consents. The consents, approvals, waivers,
authorizations and permits listed on Schedule 5.2 and Schedule 5.3 hereto shall
have been obtained by Seller.
ARTICLE 10
INDEMNIFICATION
10.1. By Seller. From and after the Closing Date, Seller, jointly and
severally, shall indemnify and hold harmless Buyer, its Affiliates, and their
respective officers, directors, agents and employees from and against any and
all Losses, which Buyer or its officers, directors, agents or employees may
suffer or incur, resulting from, related to, or arising out of:
(a) any misrepresentation, breach of representation or warranty,
breach of guarantee, or breach or nonfulfillment of any of the respective
agreements or covenants of Seller in this Agreement or any of the Collateral
Documents or any misrepresentation in or omission from any Schedule to this
Agreement, certificate, financial statement, or from any other document
furnished or to be furnished to Buyer hereunder;
(b) Losses based upon alleged injuries to Persons, property or
business, whether known or unknown, currently asserted or arising hereafter, if
such claims are based upon or arise out of injuries or other events occurring,
prior to or on the Closing Date (collectively, "Liability Losses");
(c) Environmental Claims (as defined above) arising out of,
related to or in connection with events occurring or circumstances existing on
or prior to the Closing Date (it being understood that this indemnification and
hold harmless is not in limitation of any rights, causes of action, or claims,
including Environmental Claims, that Buyer may now or hereafter have against
Seller under any statute);
(d) any Liabilities of Seller not expressly assumed by Buyer;
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(e) any Claims against Buyer or the Business by any officers,
directors, agents or Employees of Seller for actions taken or events occurring
prior to the Closing Date;
(f) Seller's failure to comply with any applicable bulk sales Law;
and
(g) any and all Litigation, demands, assessments, audits,
judgments, and Claims (including employment-related Claims, other than Claims
with respect to the Escrow Deposits, Accrued Vacation Amounts, or the dependent
care and medical expense reimbursement Plans established by Buyer pursuant to
Section 15.3.3 hereof) arising out of any of the foregoing or out of events that
have occurred on or prior to the Closing Date even though such Claim may not be
filed or come to light until after the Closing Date.
The foregoing indemnities are cumulative.
The foregoing indemnity shall extend to, but shall not be limited to,
any Loss which may be suffered or incurred by Buyer or its Affiliates, by any
Benefit Plan assumed by Buyer, by any officer, director, or employee of Buyer,
and by any post-Closing Employee who served as an administrator or fiduciary of
any Benefit Plan prior to the Closing Date, as a result of any act or omission
of Seller or any of its officers, directors or employees, or agents in
connection with the pre-Closing Date administration or operation of any such
Benefit Plan, and any claims by any beneficiary thereof or participant therein,
resulting from such act or omission, notwithstanding any investigation made by
Buyer or any disclosure made by Seller herein or otherwise.
10.2. By Buyer. From and after the Closing Date, Buyer, jointly and
severally, shall indemnify and hold harmless Seller, its officers, directors,
agents and employees from and against any and all Losses, which Seller or its
officers, directors, employees or agents may suffer or incur, resulting from,
related to, or arising out of (a) any misrepresentation, breach of
representation or warranty, or nonfulfillment of any of the covenants or
agreements of Buyer in this Agreement or in the Collateral Documents or from any
misrepresentation in or omission from any certificate or document furnished or
to be furnished to Seller hereunder; (b) Liability Losses based on or arising
out of injuries or other events occurring after the Closing Date; and (c) the
imposition on Seller by any third party of any Assumed Liability; and (d) Claims
arising out of any of the foregoing. The foregoing indemnities are cumulative.
10.3. Notice. Promptly after acquiring knowledge of any Loss or Claim,
against which Seller has indemnified Buyer or against which Buyer has
indemnified Seller, or as to which any party may be liable, Seller or Buyer, as
the case may be, shall give to the other party written notice thereof; Provided,
however, that failure to provide such notice shall not relieve the indemnifying
party of the
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obligation to indemnify another party hereto, but shall only permit the
indemnifying party to make a Claim against such other party to the extent the
indemnifying party shall have been actually prejudiced as a result of such
failure. Each indemnifying party shall, at its own expense, defend against and
contest any Loss or Claim, against which it has indemnified an indemnified
party, and each indemnifying party shall receive from the other party all
necessary and reasonable cooperation in said defense, including, but not limited
to, the services of employees of the other party who are familiar with the
transactions out of which any such Loss or Claim may have arisen. The
indemnifying party shall have the right to control the defense of any such
proceeding, provided that the indemnified party shall be permitted to
participate in such defense at its own expense. The indemnifying party shall
have the right, subject to the next succeeding sentence, at its option, to
compromise, settle or defend, at its own expense and by its own counsel, any
such matter involving the asserted liability of the indemnified party. In the
event that the indemnifying party shall undertake to compromise, settle or
defend any such asserted liability, it shall promptly notify the indemnified
party of its intention to do so; provided, however, in the event of a compromise
or settlement, the indemnified party shall have the right to approve any such
compromise or settlement, which approval shall not be unreasonably withheld or
delayed. Furthermore, the indemnifying party shall not enter into any compromise
or settlement without obtaining the complete release of the indemnified party.
The indemnified party shall have the right to participate in all aspects of the
defense of any such Loss or Claim (including attending meetings and obtaining
and reviewing copies of all documents) and may choose and retain, at its own
cost and expense, separate counsel in connection therewith; provided, however,
if counsel retained by the indemnifying party determines that there exists an
actual or potential conflict of interest between the indemnified party and the
indemnifying parties with respect to the defense of such Loss or Claim, then the
reasonable fees and disbursements of the separate counsel retained and chosen by
the indemnified party shall be borne by the indemnifying party. In the event
that an indemnifying party, after written notice from an indemnified party,
fails to take timely action to defend the same, the indemnified party shall have
the right to defend the same by counsel of its own choosing, but at the cost and
expense of the indemnifying party. No indemnified party shall have the right to
settle or compromise any Claim without the written consent of the indemnifying
party, except that any indemnified party shall have the right to settle or
compromise any Claim against it if it has given written notice thereof to the
indemnifying party and the indemnifying party has failed to take timely action
to defend the same.
ase
10.4. Set Off. Notwithstanding any provisions herein to the contrary,
any Losses for which Buyer is entitled to monetary damages pursuant to Seller's
indemnification obligation hereunder may, at Buyer's sole discretion, be applied
in reduction of amounts
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due (both principal and interest) Seller in respect of the Earn Out and/or in
respect of the Environmental Hold Back. In the event Buyer believes that Seller
is obligated to indemnify Buyer hereunder, and Buyer desires to exercise its
right of set off against the Earn Out and/or the Environmental Hold Back,
following such set off, Buyer shall deliver to Seller prompt written notice of
the amounts so set off, and a detailed written explanation as to why such
amounts were so set off. Seller shall have thirty (30) days following receipt of
such written notice that Buyer has set off against a payment to review and
dispute Buyer's right of setoff against the Earn Out and/or the Environmental
Hold Back. In the event that Seller disputes Buyer's exercise of such right,
Seller will provide written notice within such thirty (30) day period setting
forth in detail its specific objections and Buyer and Seller agree to meet
within five (5) days of Buyer's receipt of such notice from Seller to resolve
such dispute. If Buyer and Seller are unable to agree upon the appropriate
setoff, if any, within five (5) days, such dispute will be submitted to and
resolved by binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. Prior to the date that the Earn
Out is determined, Buyer may set off against all or any portion (as appropriate)
of the Environmental Hold Back. Once the Earn Out has been determined, Buyer may
thereafter set off only against the Earn Out until the Earn Out has been
exhausted (or paid) whereupon Buyer may again set off against the Environmental
Hold Back. Any such set off against the Earn Out shall be accomplished by
reducing pro rata each remaining installment of the Earn Out to be paid by Buyer
to Seller hereunder. Buyer's right of set off under this Section 10.4 is in lieu
of any common law right of set off otherwise available to Buyer.available to
Buyer.
10.5. Limitations on Indemnification. Notwithstanding anything to the
contrary in this Agreement, a party's right to indemnification hereunder shall
be limited as follows:
(a) No indemnification shall be made for Losses unless the
aggregate amount of all claims for indemnification from Seller or Buyer (as the
case may be) exceeds Twenty-Five Thousand Dollars ($25,000), in which case the
Seller or Buyer (as the case may be) shall only be liable for Losses in excess
of such amount.
(b) The liability of Seller for Losses arising out of breaches
of Section 5.12 (relating to certain environmental matters) for which a Claim is
properly made by Buyer during the period commencing on the second anniversary of
the Closing Date and ending on the fourth anniversary of the Closing Date, shall
be limited to an aggregate amount not to exceed an amount equal to the Unused
Portion of the Environmental Hold Back, plus any amounts set off from the
Environmental Hold Back pursuant to Section 10.4 hereof.
(c) The total liability of Seller under this Article 10 shall
in no event exceed the aggregate consideration received by Seller hereunder,
including without limitation, the Purchase Price, the value of the Assumed
Liabilities and the Earn Out net of any amount paid by Seller to Buyer pursuant
to Section 13.8 hereof.
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ARTICLE 11
SURVIVAL OF REPRESENTATIONS,
WARRANTIES, GUARANTEES, AND COVENANTS
Notwithstanding any investigation made by or on behalf of Seller or
Buyer prior to or after the Closing Date, except for (a) representations or
warranties made by any party as provided herein or in any Collateral Document
which were made by such party fraudulently or with intent to defraud or mislead,
which representations and warranties shall survive in accordance with the
applicable statute of limitations, and (b) representations and warranties set
forth in Section 5.9 relating to certain tax matters and Section 5.12 relating
to certain environmental matters which shall survive, until the date which is
four (4) years after the Closing Date, all representations and warranties made
by Seller and Buyer in this Agreement or pursuant hereto shall survive the
Closing, until the date which is two (2) years after the Closing Date (the
"Survival Date"), and thereafter as to any Claims or Losses written notice of
which is properly given prior to the Survival Date. All covenants and other
agreements set forth herein shall survive the Closing in accordance with the
applicable statute of limitations.
ARTICLE 12
THE CLOSING
12.1. Time and Place. The closing of the transactions (the "Closing")
contemplated hereby shall be held at 10:00 A.M. on or prior to June 28, 1996, or
as soon thereafter as all Closing conditions have been satisfied or waived, or
at such other time and on such other date as the parties may mutually agree to
in writing (the "Closing Date"). The Closing shall be held at the offices of
Pepper, Hamilton & Scheetz, counsel to Buyer, at 3000 Two Logan Square, 18th and
Arch Streets, Philadelphia, PA 19103-2799.
12.2. Conduct of Closing. Subject to the fulfillment of all of the
conditions set forth in Sections 9.1 and 9.2 and the delivery of all
certificates and opinions required thereby, except such conditions as may be
waived by the parties, on the Closing Date the following documents, agreements
and instruments shall be duly delivered:
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(i) payment of the Purchase Price provided for in Section 3.2.1;
(ii) the opinions of Pepper, Hamilton & Scheetz, counsel to Buyer
and Calfee, Halter and Griswold counsel to Seller;
(iii) the closing and good standing certificates referred to in
Sections 9.1.1, 9.1.2, 9.2.1 and 9.2.2 hereof;
(iv) all consents and approvals referred to in Section 9.1.6
hereof;
(v) Bill of Sale for the Assets (other than vehicles, Real
Property and certain Intellectual Property);
(vi) Assignment and Assumption Agreement duly executed by Buyer
and the Company;
(vii) Assignment of Patents and Trademarks conveying the
Intellectual Property included in the Assets;
(viii) Vehicle title certificates for vehicles which are Assets
titled in the name of the Company or an Affiliate;
(ix) The Transition Services Agreement;
(x) A Deed for the Owned Facility; and
(xi) Master Lease Agreements pursuant to which Seller or its
Affiliates, as appropriate, shall lease to Acquisition, effective as of the
Closing Date, the International Registration Plan ("IRP") registration and
base-plate licenses registered in the states of Illinois and North Carolina (but
not Tennessee) for the Company Owned Tractors and the Company Owned Trailers, as
well as the IRP registration and base-plate licenses registered in the states of
Illinois and North Carolina (but not Tennessee) owned by the Seller or its
Affiliates, as appropriate, for the Independent Contractor equipment identified
in the IC Agreements to be assigned by Seller to Buyer pursuant to Section 2.1.6
hereof, the form of such Master Lease Agreement to be substantially in the form
attached hereto as Exhibit 12.2(xi).
12.3. Certain Closing Costs; Prorations; Post-Closina Adjustments.
Costs of closing the transaction contemplated hereby shall be allocated between
Seller and Buyer as follows:
(a) Seller shall pay the costs of (i) providing to Buyer all
information which Seller is obligated herein to provide to Buyer, (ii) any deed
stamps, document taxes, mortgage taxes, intangible taxes, and similar taxes or
charges with respect to the transaction, (iii) any other taxes referenced as
Seller's responsibility in Article 15 hereof, and (iv) the Lien, judgment and
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UCC searches on the Company and certain of its Affiliates performed by CSC
Services Corporation at the request of Pepper, Hamilton & Scheetz.
(b) Buyer shall pay the costs of (i) performing its due
diligence, (ii) the premium for the standard coverage Owner's Title Policy with
respect to the Owned Facility, and (iii) recording the Deed and any other
conveyance documents that Buyer may choose to record.
(c) The following items shall be adjusted or prorated between
Seller and Buyer as of the Closing:
(i) Ad valorem and similar taxes (excluding assessments) for the
then current tax year relating to the Facilities shall be prorated. If the
Closing occurs before the tax rate is fixed for the then current tax year, the
apportionment of taxes shall be made on the basis of the tax rate for the
preceding tax year applied to the latest assessed valuation of the Facilities
and when the tax rate is fixed for the tax year in which the Closing occurs,
Seller and Buyer hereby agree, one with the other, to adjust the proration of
taxes and, if necessary, to refund or pay such sums to the other party as shall
be necessary to effect such adjustment;
(ii) All unpaid assessments, if any, existing as of the Closing
Date, whether due and payable before or after Closing, shall be paid by Seller
when due, to the extent such assessments relate to the periods prior to the
Closing Date;
(iii) Buyer shall receive cash at Closing from Seller equal to the
amount of any and all unpaid bills relating to periods prior to the Closing Date
for which Buyer shall be responsible after the Closing;
(iv) Any operating expenses for or pertaining to public utility
charges shall be prorated between Buyer and Seller at and as of the Closing;
(v) Seller shall receive cash at Closing from Buyer equal to the
amount of any and all security deposits on any Facility leases,
Transport-Related Asset leases or Personal Property leases as well as any
utility deposits relating to and benefiting the periods subsequent to the
Closing Date, all such deposits (and the value thereof) being listed on Schedule
12.3(c)(v) hereto;
(d) Seller and Buyer agree that, to the extent described in
this Section 12.3, Seller is entitled to receive all income and obligated to pay
all expenses of the Facilities prior to the Closing Date and Buyer is to receive
all income and pay all expenses of the Facilities after the Closing Date. If
Buyer receives any bill or invoice which relates to periods prior to the
Closing, Buyer shall refer such bill to Seller and Seller agrees to
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pay such bill or invoice promptly upon receipt. If Seller does not pay such bill
in a timely manner, Buyer may, at its option, pay such bill or invoice and
Seller shall become liable to Buyer for the full amount of such payment.
(e) Buyer acknowledges that, prior to the Closing Date, Seller
has advanced funds for the benefit of the Independent Contractors relating to
the acquisition of base plates for the Independent Contractor equipment (the
"I/C Advances"), which I/C Advances are repaid in equal bi-monthly or monthly
installments. Buyer further acknowledges that $160,630.88 of the I/C Advances
are due and payable by the Independent Contractors subsequent to the Closing
Date and Buyer agrees that upon receipt of any amounts representing I/C Advances
after the Closing Date up to $160,630.88, it will promptly remit in cash such
amounts to Seller, but in no event later than ten (10) business days after
receipt thereof. Any amounts remitted by Buyer to Seller pursuant to this
Section 12.3(e) shall be in cash, by certified or bank check, or by wire
transfer of immediately available funds and shall be accompanied by a statement
setting forth (i) the amount of the I/C Advance received and remitted, (ii) the
date of receipt by Buyer, (iii) identification of the Independent Contractor
from which the I/C Advance was received and (iv) the remaining balance of the
I/C Advances owing to Seller.
(f) Anything in this Agreement to the contrary
notwithstanding, the provisions of this Section 12.3 shall survive the Closing.
ARTICLE 13
CONDUCT OF SELLER AND BUYER AFTER CLOSING
13.1. General cooperation Regarding Transfer of Assets. Buyer and
Seller will cooperate upon and after the Closing Date in effecting the orderly
transfer of the operations of the Business and the Assets to Buyer. In addition,
after the Closing Date, at the request of either party and at the requesting
party's expense, but without additional consideration, the other party shall
execute and deliver from time to time such further instruments of assignment,
conveyance and transfer, shall cooperate in the conduct of Litigation, and the
processing and collection of insurance Claims, and shall take such other actions
as may reasonably be required to convey and deliver more effectively to Buyer
the Assets or to confirm and perfect Buyer's title to the Assets, and otherwise
to accomplish the orderly transfer to Buyer of the Assets and operations of
Seller as contemplated by this Agreement.
13.2. Buyer's Transition Support to Seller.
From and after the Closing, Buyer shall provide certain transition
support to Seller pursuant to the terms and
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conditions of a Transition Services Agreement substantially in the form attached
hereto as Exhibit 13.2 (the "Transition Services Agreement").
13.3. Seller's Transition support to Buyer.
From and after the Closing, Seller shall provide certain
transition support to Buyer pursuant to the Transition Services Agreement.
13.4. Seller's Restrictive Covenants.
13.4.1. Non-Compete. The Seller (which for purposes of this
Section 13.4, shall include all of Seller's Affiliates but shall not include the
Company) shall not, for a period of three (3) years following the Closing Date
(the "Restricted Period"), do any of the following directly or indirectly
without the prior written consent of the Buyer:
(i) engage or participate in any business activity competitive
with the Business;
(ii) become interested in (as owner, stockholder, lender,
partner, co-venturer, director, officer, employee, agent, consultant or
otherwise) any person, firm, corporation, association or other entity engaged in
any business that is competitive with the Business or become interested in (as
owner, stockholder, lender, partner, co-venturer, director, officer, employee,
agent, consultant or otherwise) any portion of the business of any person, firm,
corporation, association or other entity where such portion of such business is
competitive with the Business.
(iii) Notwithstanding the foregoing (i) or (ii), (A) a
director of Seller may serve as a director of one or more transportation-related
companies so long as Seller is not involved in the management of any such
company, (B) Seller may hold not more than three percent (3%) of the outstanding
securities of any class of any publicly-traded securities of a company that is
so engaged so long as the Seller is not involved in the management of any such
company, and (C) BMI, and any Affiliate (other than the Company) may continue to
conduct its business operations consistent with the manner in which it conducts
such operations on the date hereof so long as (1) it conducts such operations
only from terminals located in the states of Ohio, Michigan, Indiana, West
Virginia, Illinois and Pennsylvania (collectively, the "Territory"), (2) it
opens no new terminals or other facilities in either the Territory or otherwise;
provided, that, it may open new terminals (x) only in the Territory, (y) only in
response to a direct request of an existing customer to do so, and (z) only so
long as it cannot reasonably service such customer other than by opening such
new terminals, (3) it does not expand its operations within the
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Territory, (4) it does not acquire (by title acquisition or by lease or
otherwise) or otherwise use any MC 306/307 or 312 trailers, or similar trailers
(other than such trailers owned or used on the date hereof or those acquired or
leased to replace such trailers owned or used on the date hereof) in its
business operations.
13.4.2. Non-Solicitation. The Seller shall not, during the
Restricted Period, do any of the following, directly or indirectly, without the
prior written consent of the Buyer:
(i) influence or attempt to influence any supplier, customer
or potential customer of the Buyer or the Business to terminate or modify any
written or oral agreement or course of dealing with the Buyer or the Business;
(ii) actively solicit to employ or retain, or arrange to have
any other person or entity employ or retain, any person who is (on the date
hereof) or may in the future be employed or retained by the Business as an
employee, consultant, agent, distributor or in a similar such capacity;
(iii) actively influence or attempt to influence any such
person to terminate or modify his employment, consulting, agency,
distributorship or other arrangement with the Buyer or the Business.
13.4.3. Specific Enforcement; Extension of Period.
(i) Seller acknowledges that the restrictions contained in
Sections 13.4 hereof are reasonable and necessary to protect the legitimate
interests of the Buyer and its Affiliates and that the Buyer would not have
entered into this Agreement in the absence of such restrictions. Seller also
acknowledges that any breach by it of Section 13.4 hereof will cause continuing
and irreparable injury to the Buyer for which monetary damages would not be an
adequate remedy. Seller shall not, in any action or proceeding to enforce any of
the provisions of this Agreement, assert the claim or defense that such an
adequate remedy at law exists. In the event of such breach by Seller, the Buyer
shall have the right to enforce the provisions of Sections 13.4 hereof by
seeking injunctive or other relief in any court, and this Agreement shall not in
any way limit remedies of law or in equity otherwise available to the Buyer. If
an action at law or in equity is necessary to enforce or interpret the terms of
this agreement, the prevailing party shall be entitled to recover, in addition
to any other relief, reasonable attorneys' fees, costs and disbursements. In the
event that the provisions of Sections 13.4 hereof should ever be adjudicated to
exceed the time, geographic, or other limitations permitted by applicable law in
any applicable jurisdiction, then such provisions shall be deemed reformed in
such jurisdiction to the maximum time, geographic, or other limitations
permitted by applicable law.
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(ii) In the event that Seller shall be in breach of any of the
restrictions contained in Section 13.4 hereof, then the Restricted Period shall
be extended for a period of time equal to the period of time that Seller is in
breach of such restriction.
13.4.4. No Allocation to Restrictive Covenants. No portion of the
Purchase Price shall be allocable to Seller's restrictive covenants set forth
herein.
13.5. Payables. Seller shall pay at Closing all accounts payable and
trade obligations of the Business as provided in Section 7.1.8 above.
13.6. Non-Solicitation.
13.6.1. Covenant. The Buyer shall not, for the one (1) year period
commencing on the date hereof, do any of the following, directly or indirectly,
without the prior written consent of BMI.
(i) actively solicit to employ or retain, or arrange to have
any other person or entity employ or retain, any person who is, on the date in
question, employed or retained by BMI as an employee;
(ii) actively influence or attempt to influence any such
person to terminate or modify his employment with BMI.
13.6.2. Specific Enforcement; Extension of Period. Buyer
acknowledges that the restrictions contained in Section 13.6.1 hereof are
reasonable and necessary to protect the legitimate interests of BMI and that BMI
would not have entered into this Agreement in the absence of such restrictions.
Buyer also acknowledges that any breach by it of Section 13.6.1 hereof will
cause continuing and irreparable injury to BMI for which monetary damages would
not be an adequate remedy. Buyer shall not, in any action or proceeding to
enforce any of the provisions of this Agreement, assert the claim or defense
that such an adequate remedy at law exists. In the event of such breach by
Buyer, BMI shall have the right to enforce the provisions of Section 13.6.1
hereof by seeking injunctive or other relief in any court, and this Agreement
shall not in any way limit remedies of law or in equity otherwise available to
BMI. If an action at law or in equity is necessary to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to recover, in
addition to any other relief, reasonable attorneys' fees, costs and
disbursements. In the event that the provisions of Section 13.6.1 hereof should
ever be adjudicated to exceed the time, geographic, or other limitations
permitted by applicable law in any applicable jurisdiction, then such provisions
shall be deemed reformed in such jurisdiction to the maximum time, geographic,
or other limitations permitted by applicable law.
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13.7. Preservation of Corporate Existence. BMI shall cause Seller and
each Affiliate of Seller that is a party to a Master Lease Agreement with
Acquisition as provided in Section 12.2(xi) above, or a license with Acquisition
relating to a facility (other than the Facilities) or other similar agreement
with Acquisition, to preserve its corporate existence until the termination of
such Master Lease Agreement, license(s), or agreement(s) (as the case may be).
13.8. Specified Accounts Receivable. Seller shall use commercially
reasonable efforts following the Closing Date to collect the Specified Accounts
Receivable, including, without limitation, observing the same practices and
procedures and exercising the same standard of care in servicing the Specified
Accounts Receivable as it observes and exercises in the collection of its own
accounts receivable. Upon collection by Seller of any Specified Account
Receivable, up to an amount equal to the lesser of (i) $2,550,000 or (ii)
eighty-five percent (85%) of the Specified Accounts Receivable (the "Threshold
Amount"), such amounts will promptly be remitted by Seller to Acquisition or to
such person identified by Acquisition in accordance with the written
instructions received by Seller, but in no event later than the next business
day. Once Seller has collected and remitted to Acquisition Specified Accounts
Receivable in an amount equal to the Threshold Amount, the balance collected by
Seller shall be retained by Seller. In the event that Specified Accounts
Receivable in the aggregate amount of less than the Threshold Amount remain
unpaid one hundred twenty (120) days following the Closing Date, Acquisition
may, upon detailed written notice thereof to Seller, require Seller to purchase
such unpaid Specified Accounts Receivable for an amount equal to the Threshold
Amount of the Specified Accounts Receivable minus the Specified Accounts
Receivable previously remitted to Acquisition, whereupon Seller shall do so
within 5 days of receipt of such notice. To the extent Seller has collected and
remitted to Acquisition an amount equal to the Threshold Amount, any remaining
Specified Accounts Receivable that remain unpaid 120 days after the Closing Date
shall become, without consideration, the property of Seller for its collection.
13.9. Delivery of Documents by Seller. Seller previously has delivered
to Buyer, or at Closing, or as soon after Closing as is practicable, Seller will
deliver to Acquisition or make available to Acquisition at the Headquarters the
following documents:
(a) Driver qualification files containing the information
required under 49 C.F.R. Part 391 for all active employees and leased drivers.
(b) All medical records required by the DOT, including the DOT
physical examination certificate, disability waiver, and drug and alcohol test
results.
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(c) Drug test result summary for Employees of the Company for
the previous twelve (12) months.
(d) Training certificates for all Employees that have
undergone training as a "haz mat employee" pursuant to 49 C.F.R. Part 126F.
(e) DOT accident register for the previous twelve (12) months.
(f) Maintenance files for all Transport-Related Assets and
Independent Contractor equipment.
(g) Manufacturer's certificates for all MC cargo tanks.
(h) Qualification certificates for all mechanics that have
been qualified to conduct the inspection and maintenance reports required under
49 C.F.R. Part 396.
(i) Occupational Safety and Health Act ("OSHA") Form 200
detailing all OSHA reported accidents or injuries.
(j) Workers' compensation claims files for Transferred
Employees.
(k) Independent Contractor files, including escrow fund
transaction summaries, for all Independent Contractors whose IC Agreement has
been assigned to and assumed by Acquisition.
ARTICLE 14
BROKERAGE; EXPENSES
14.1. Brokers in General. Neither of the parties, nor, where
applicable, any of their respective shareholders, officers, directors, or
employees, has employed or will employ any broker, agent, finder, or consultant
(a "Broker") or has incurred or will incur any liability for any brokerage fees,
commissions, finders' fees, or other fees ("Brokerage Fees"), in connection with
the negotiation or consummation of the transactions contemplated by this
Agreement, except as set forth in Section 14.2 below.
14.2. Seller's Brokers. Seller has engaged Meyercord Advisors, Inc.,
for whose fees Seller shall be solely responsible. Seller is responsible for and
hereby indemnifies and holds Buyer harmless against and in respect of any claim
for Brokerage Fees of Meyercord Advisors, Inc. and any additional such claims
incurred by Seller relative to this Agreement and the transactions contemplated
hereby.
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14.3. Buyer's Brokers. Buyer has engaged no Broker relative to this
Agreement and the transactions contemplated hereby.
14.4. HSR Filing Fee. Buyer and Seller each hereby agree to bear
one-half of the filing fee payable in connection with the parties' compliance
with the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
14.5. Swain Performance Bonus. Buyer and Seller hereby agree to bear
one-half of any performance bonus, if any, payable by Buyer to Matt Swain in
connection with the performance of the Business during the Earn Out Period as
more particularly described in that certain letter agreement, dated June 25,
1996, between Buyer and Mr. Swain, a copy of which is attached hereto as Exhibit
14.5.
14.6. Expenses in General. Except as otherwise expressly provided in
this Agreement, the parties agree to bear their respective expenses
individually, each in respect of all expenses of any character incurred by it in
connection with this Agreement or the transactions contemplated hereby. Any such
expenses incurred by the Business shall be borne by or reimbursed by the Seller
at Closing.
ARTICLE 15
TAXES AND EMPLOYEE BENEFIT MATTERS
15.1. Taxes.
15.1.1. Transaction Taxes. Seller shall pay any documentary,
stamp, sales, use, filing or other transfer taxes payable as a result of the
transactions contemplated hereby; provided that Buyer shall pay any sales tax
related to the transfer of any motor vehicle title into the Buyer's (or Buyer's
Affiliate) name.
15.1.2. Filing of Returns. After the Closing Date, Seller will
cause to be prepared and timely filed all required Returns which are not
required to be filed on or before the Closing Date for all taxable periods
ending on or prior to or including the Closing Date.
15.2. Transferred Employees and Independent Contractors. On the Closing
Date, Buyer intends to offer employment to those Employees of Seller listed on
Schedule 15.2 attached hereto, provided that Buyer shall not be obligated to
offer employment to any Employee of Seller who is not actively at work as of the
Closing Date or within two weeks thereafter and to no other Employees of Seller
or to any Employee of Seller who is employed in the capacity as a driver and not
qualified under 49 C.F.R. Parts 382, 383, 391, 392 and 395. On the Closing Date,
Buyer intends to accept
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assignment of Seller's agreements with those Independent Contractors listed on
Schedule 15.2 hereto; provided that, Buyer shall not be obliged to accept
assignments of Seller's agreement with those Independent Contractors whose
drivers are not qualified to operate a commercial motor vehicle under 49 C.F.R.
Parts 382, 383, 391, 392 and 395.
15.3. Employee Benefit Plans
15.3.1. Group Medical Plan. Each Transferred Employee who is a
participant in Seller's group medical plan (including related plans such as
dental plans, and vision or prescription plans), and any covered dependents of
such Employee, shall remain covered by such plan pursuant to its terms, through
the end of the calendar month in which the Closing Date occurs. Buyer shall
establish a substantially similar plan effective as of the first day of the next
calendar month, in which Transferred Employees (and their covered dependents)
shall be permitted to enroll. Transferred Employees (and their covered
dependents) shall be given credit under such plan for any amounts paid during
the calendar year under Seller's plan toward Buyer's plan's deductible and
out-of-pocket maximum limitations, and time covered under Seller's plan shall be
credited as a period of coverage toward any pre-existing condition exclusion
contained in Buyer's plan. Seller's plan shall continue to be responsible for
payment of any benefit claims that arose on account of medical services provided
before the effective date of Buyer's plan or on account of a hospital
confinement of a participant or beneficiary that commenced prior to the
effective date of Buyer's plan (regardless of the date such claims are
submitted). Seller's plan shall continue to be responsible for continuation
coverage provided to qualified beneficiaries on account of qualifying events
that occur before the effective date of Buyer's plan, even if the qualified
beneficiary's election is submitted after such effective date.
15.3.2. Savings Plan. Seller shall cause its savings plan (as
qualified under sections 401(a) and 401(k) of the Code) to be amended to (a)
cease participation of Transferred Employees as of the end of the payroll period
containing the Closing Date; and (b) fully vest such Transferred Employees in
any employer contribution accounts contained in such plan. Seller shall treat
such Transferred Employees as terminated employees, and shall offer distribution
elections to such Transferred Employees pursuant to Code section 401(k)(10).
Buyer shall adopt a savings plan for Transferred Employees which shall be
qualified under sections 401(a) and 401(k) of the Code, and which shall accept
direct rollover elections from Seller's plan on behalf of Transferred Employees
who elect such direct rollovers.
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15.3.3. Dependent Care and Medical Expense Reimbursement Plans.
Effective as of the Closing, Buyer shall establish a dependent care
reimbursement plan and a medical expense reimbursement plan, subject to Section
125 of the Code. Seller shall provide to Buyer information regarding the salary
reduction elections and the debit or credit balances in such reimbursement
accounts applicable to Transferred Employees as of the Closing Date. Each
Transferred Employee shall be credited with such credit or debit balance as of
the effective date of Buyer's plans. Buyer intends to retain the same
third-party administrator for such plans, and such administrator shall apply
Transferred Employees' reimbursement requests submitted before the Closing Date
to Seller's plans, and shall apply those submitted on or after the Closing Date
to Buyer's plans, and shall provide to both parties a reconciliation showing the
net credit or debit balances applicable to Transferred Employees as of the
Closing Date. As promptly following the Closing Date as practicable, Seller
shall reimburse Buyer for the assumption of the net amount of such credit
balances or Buyer shall reimburse Seller for the net amount of debit balances,
as appropriate by payment of such amounts in cash, by certified or bank check,
or by wire transfer of immediately available funds.
15.3.4. Other Benefit Plans and Transition Arrangements. Buyer
shall establish a life insurance plan and long-term disability plan, which shall
be offered to Transferred Employees pursuant to their terms. Buyer shall not be
obligated to maintain any plans described in this Section 15.3 for any specific
period of time, and may amend such plans at any time, in its sole discretion.
Buyer and Seller agree to take all such actions as reasonably may be required to
effectuate an efficient transition of coverage for Transferred Employees (where
applicable pursuant to the terms of this Agreement).
ARTICLE 16
TERMINATION
16.1. Events of Termination. Anything herein or elsewhere to the
contrary notwithstanding, this Agreement may be terminated by written notice of
termination at any time before the Closing Date only as follows:
16.1.1. Mutual Consent. By mutual consent of Seller and the Buyer;
16.1.2. Prior to Closing Date. By Seller or Buyer if the other
shall have (a) misstated any representation or been in breach of any warranty
contained herein or (b) been in breach of any covenant, undertaking or
restriction contained herein and such misstatement or breach has not been cured
by the earlier of (i)
-59-
<PAGE>
thirty (30) days after the giving of notice to such party of such misstatement
or breach or (ii) the Closing Date;
16.1.3. Buyer's Rights to Terminate. Provided that the Buyer is
not in material Default hereunder, if all of the conditions precedent set forth
in Section 9.2 hereof have not been met by July 15, 1996; or
16.1.4. Seller's Rights to Terminate. Provided that the Seller is
not in material Default hereunder, if all of the conditions precedent set forth
in Section 9.1 hereof have not been met by July 15, 1996.
16.2. Consequences of Termination.
16.2.1. Effect of Termination. In the event of the termination and
abandonment hereof pursuant to the provisions of Section 16.1, this Agreement
shall become void and have no effect, without any liability on the part of any
of the parties or their directors or officers or stockholders in respect of this
Agreement except in the event of a termination pursuant to Section 16.1.2
hereof, in which case the non-breaching party shall be entitled to exercise all
rights and pursue all remedies available to it as a result of such breach.
Notwithstanding any termination pursuant to Section 16.1 hereof, the provisions
of Section 7.7, 8.4 hereof and this Section 16.2.1 shall survive for the period
of time set forth therein.
16.2.2. Reimbursement of Audit Expenses. If the Closing does not
occur for any reason other than a breach by the Buyer of its obligations
hereunder or as a result of the condition precedent set forth in Section 9.1.9
hereof not being met, the Seller will immediately reimburse the Buyer for the
cost of the Environmental Audits of the Facilities.
ARTICLE 17
GENERAL
17.1. Entire Agreement; Amendments. This Agreement constitutes the
entire understanding among the parties hereto with respect to the subject matter
contained herein and supersedes any prior understandings and agreements among
them respecting such subject matter. This Agreement may be amended and
supplemented only by a written instrument duly executed by all the parties
hereto.
17.2. Headings. The headings in this Agreement are for convenience of
reference only and shall not affect its interpretation.
-60-
<PAGE>
17.3. Gender; Number. Words of gender may be read as masculine,
feminine, or neuter, as required by context. Words of number may be read as
singular or plural, as required by context.
17.4. Exhibits and Schedules. Each Exhibit and Schedule referred to
herein is incorporated into this Agreement by such reference.
17.5. Severability. If any provision of this Agreement is held illegal,
invalid, or unenforceable, such illegality, invalidity, or unenforceability will
not affect any other provision hereof. This Agreement shall, in such
circumstances, be deemed modified to the extent necessary to render enforceable
the provisions hereof.
17.6. Notices. All notices and other communications hereunder shall be
in writing and shall be given to the person either personally or by sending a
copy thereof by first class or express mail, postage prepaid, or by telegram
(with messenger service specified), telex or TWX (with answer back received) or
courier services, charges prepaid, or by telecopier, to such party's address (or
to such party's telex, TWX, telecopier or telephone number). If the notice is
sent by mail, telegraph or courier services, it shall be deemed to have been
given to the person entitled thereto when deposited in the United States mail or
with a telegraph office or courier service for delivery to that person or, in
the case of telex of TWX, when dispatched.
If to Buyer, to:
Fleet Acquisition Corporation
c/o Chemical Leaman Corporation
102 Pickering Way
Exton, PA 19341
Attn: David M. Boucher, CFO
Telecopy No.: (610) 363-4233
With a copy to:
Pepper, Hamilton & Scheetz
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
Attention: Barry M. Abelson, Esq.
Telecopy No.: (215) 981-4750
If to Seller to:
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<PAGE>
Fleet Transport Company, Inc.
c/o BMI Transportation, Inc.
1300 East 9th Street Suite 1100
Cleveland, OH 44114
Attn: P. Elliott Burnside
Telecopy No.: (216) 664-6030
With a copy to:
Calfee, Halter & Griswold
1400 McDonald Investment Center
800 Superior Avenue
Cleveland, OH 44114
Attention: Lawrence N. Schultz, Esq.
Telecopy No.: (216) 241-0816
Notice of any change in any such address shall also be given in the manner set
forth above. Whenever the giving of notice is required, the giving of such
notice may be waived by the party entitled to receive such notice.
17.7. Waiver. The failure of any party to insist upon strict
performance of any of the terms or conditions of this Agreement will not
constitute a waiver of any of its rights hereunder.
17.8. Assignment. No party may assign any of its rights or delegate any
of its obligations hereunder without the prior written consent of the other
parties except that (i) Buyer may assign its rights hereunder to any direct or
indirect wholly-owned subsidiary of CLC and (ii) Seller may assign its rights to
receive payments hereunder to any lender or creditor of Seller, including Fleet
Capital Corporation.
17.9. Successors and Assigns. This Agreement binds, inures to the
benefit of, and is enforceable by the successors and permitted assigns of the
parties, and does not confer any rights on any other persons or entities.
17.10. Governing Law. This Agreement shall be construed and enforced in
accordance with Delaware law.
17.11. Jurisdiction. Any judicial proceeding in relation to any matter
arising under this Agreement may be brought in any court of competent
jurisdiction in the State of Delaware (including the courts of the State or the
United States of America for the District of Delaware) and, as part of the
consideration for entering into this Agreement, by execution and delivery of
this Agreement each party hereto to the extent permitted by law accepts, for
itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts.
-62-
<PAGE>
17.12. Third party Beneficiaries. Except as specifically set forth
herein, the representations, warranties, covenants and agreements contained in
this Agreement are for the sole benefit of the parties hereto and their
successors and assigns, and they shall not be construed as conferring and are
not intended to confer any rights on any other persons.
17.13. Publicity. Prior to the Closing Date, all notices to third
parties and all other publicity relating to the transactions contemplated by
this Agreement shall be jointly planned, coordinated and agreed to by the Seller
and the Buyer. Prior to the Closing Date, none of the parties hereto shall act
unilaterally in this regard without the prior approval of the Seller and the
Buyer; provided, however, that such approval shall not be unreasonably withheld
or delayed.
17.14. Counterparts. This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be deemed to be an original and all of
which counterparts taken together shall constitute but one and the same
instrument. The execution of this Agreement by any party hereto will not become
effective until counterparts hereof have been executed by all the parties
hereto. It shall not be necessary in making proof of this Agreement or any
counterpart hereof to produce or account for any of the other counterparts. Any
party may deliver a counterpart execution page to this Agreement by facsimile
transmission; provided that such delivery shall constitute that party's
agreement to promptly deliver original counterparts thereof upon any other
party's reasonable request therefor.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
FLEET TRANSPORT COMPANY INC.
By: /s/ [Illegible]
--------------------------
Title:
BMT TRANSPOTATAION, INC.
By: /s/ [Illegible]
--------------------------
Title:
[EXECUTIONS CONTINUED]
-63-
<PAGE>
FLEET TRANSPORT-VA., INC.
By: /s/ [Illegible]
--------------------------
Title:
BULK STORAGE, INC.
By: /s/ [Illegible]
--------------------------
Title:
FLEET ACQUISITION CORPORATION
By: /s/ David M. Boucher
--------------------------
Title: Executive Vice President
CHEMICAL LEAMAN CORPORATION
By: /s/ David M. Boucher
--------------------------
Title: Senior Vice President
-64-
<PAGE>
LIST OF OMITTED SCHEDULES & EXHIBITS
TO ASSET PURCHASE AGREEMENT (Exhibit 2.1)*
Number Description
Schedule 2.1.1 Real Property Descriptions
Schedule 2.1.2 Real Property Leases
Schedule 2.1.3 Transport Related Asset
Schedule 2.1.4 Tangible Personal Property including inventory and computer
hardware and software
Schedule 2.1.5 Tangible Personal Property Lease
Schedule 2.1.6 Contracts including independent contractor' customer and
railway agreements
Schedule 2.1.7 Intellectual Property
Schedule 2.1.8 Intangible Personal Property
Schedule 2.1.9 Escrow Deposits of Independent Contractors
Schedule 2.1.10 Accrued Employee Vacation
Schedule 2.1.11 Specified Accounts Receivable, detailed by document amount
Schedule 2.2 Excluded Assets
Schedule 5.1 Jurisdictions
Schedule 5.2 Necessary Corporate Consents
Schedule 5.4(a) Permitted Uses of the Facilities
Schedule 5.8 Undisclosed Liabilities, Guarantees, Letters of Credit and
Reimbursement
Schedule 5.10 Litigation including permits and operating authorities
Schedule 5.11 Employee Benefits
Schedule 5.12 Permits including noncompliance information
Schedule 5.12.3 On-site and Off-site Disposal Locations
Schedule 5.14 Insurance and Insurance Claim Notices
Schedule 5.15 Intellectual Property
*The Company agrees to furnish supplementally a copy of any omitted schedule or
exhibit to this Asset Purchase Agreement to the Commission upon request.
<PAGE>
LIST OF OMITTED SCHEDULES & EXHIBITS
TO ASSET PURCHASE AGREEMENT (Exhibit 2.1)*
Schedule 5.16 Labor Issues
Schedule 5.16.2 Violations of Law
Schedule 5.17 Contracts
Schedule 5.18 Business Outside the Ordinary Course
Schedule 5.21 Transactions with Affiliates
Schedule 5.22 Capital Expenditure
Schedule 5.25.2 Employee information including name, division, job title,
salary, date of hire and social security number
Schedule 7.1.8 Accounts payable check register with vendor name, vendor
code, invoice references and payment amount
Exhibit 12.2(xi) Form of Master Lease Agreements for vehicles registered in
North Carolina and Illinois
Exhibit 14.5 Letter Agreement with Matt Swain, dated June 25, 1996
Exhibit___ BMI Transportation, Inc. and Subsidiaries, Consolidated
Financial Statements, dated September 30, 1995
*The Company agrees to furnish supplementally a copy of any omitted schedule or
exhibit to this Asset Purchase Agreement to the Commission upon request.
EXHIBIT 2.2
<PAGE>
PLAN OF MERGER
Background of Plan
CLC Merger Corp. ("Parent") is a Pennsylvania corporation which owns
approximately ninety-six percent (96%) of the issued and outstanding shares of
Common Stock, par value $2.50 per share ("Subsidiary Common Stock"), of Chemical
Leaman Corporation, a Pennsylvania corporation (the "Subsidiary").
Parent and the Subsidiary are herein sometimes collectively called the
"Constituent Corporations."
Pursuant to Section 1924(a) of the Pennsylvania Business Corporation
Law of 1988, as amended (the "PBCL"), the Boards of Directors of the Parent and
Subsidiary have approved the merger of Parent with and into Subsidiary (the
"Merger"), with the Subsidiary to be the surviving corporation of the Merger,
pursuant to the terms of this Plan.
1. MERGER
Upon the terms and subject to the conditions hereof, the Constituent
Corporations shall, on the "Effective Date" (as hereinafter defined), be merged
into a single corporation in accordance with the applicable provisions of the
PBCL by the Parent merging with and into the Subsidiary. The Subsidiary shall be
the surviving corporation (the "Surviving Corporation"). The separate existence
of the Parent will cease upon the Effective Date. The Merger shall have the
effects set forth in Section 1929 of the PBCL.
2. ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS AND OFFICERS
2.1. Articles of Incorporation
The Articles of Incorporation of the Subsidiary in effect on the
Effective Date shall continue in full force and effect, unless and until
subsequently amended, as the Articles of Incorporation of the Surviving
Corporation.
2.2. Bylaws
The Bylaws of the Subsidiary in effect on the Effective Date shall
continue in full force and effect, unless and until subsequently amended, as the
Bylaws of the Surviving Corporation.
2.3. Directors and Officers
The directors and officers of the Subsidiary in office on the Effective
Date shall remain the directors and officers of
<PAGE>
the Subsidiary and, therefore, of the Surviving Corporation and shall continue
in office until their successors have been duly elected or appointed and
qualified, subject to removal, resignation or such other change as may otherwise
occur, or as otherwise provided by law, and on the Effective Date of the Merger
all officers and directors of Parent shall thereupon cease to hold any office,
other than an office which they may hold as a result of their position as an
officer or director of the Subsidiary.
3. STATUS OF OUTSTANDING CAPITAL STOCK
On the Effective Date, by virtue of the Merger and without any action
on the part of the Subsidiary, the Parent or the Surviving Corporation:
3.1. Each share of Subsidiary Common Stock, par value $2.50 per share (a
"Share"), issued and outstanding immediately prior to the Effective Date of the
Merger (other than Shares to be cancelled pursuant to Section 3.2 hereof and
Shares held by any holder who becomes entitled to payment of the fair value for
his or her Shares under Subchapter D of Chapter 15 of the PBCL) shall be
cancelled and extinguished and be converted into and become solely a right to
receive $6,000 in cash without interest thereon (the "Merger Consideration"),
payable to the holder thereof (individually, a "Subsidiary Shareholder" and
collectively, the "Subsidiary Shareholders") upon surrender of the certificates
(or other indicia of ownership of Shares acceptable to Subsidiary) formerly
representing such Shares as provided in Section 5 hereof.
3.2. Each Share issued and outstanding immediately prior to the Effective
Date of the Merger and held by Parent shall be cancelled and retired, and no
payment shall be made with respect thereto.
3.3. Each share of Common Stock, par value $2.50 per share, of Parent
issued and outstanding immediately prior to the Effective Date shall be
converted into one (1) share of Common Stock of the Surviving Corporation.
3.4. There shall be no change to the issued and outstanding preferred stock
of the Subsidiary and there shall be no change to the terms or conditions of any
outstanding options, warrants or similar rights to purchase any capital stock of
the Subsidiary, and such preferred stock and rights shall continue in accordance
with their terms with respect to the Surviving Corporation.
-2-
<PAGE>
4. DISSENTING SHARES
Notwithstanding anything in this Plan to the contrary, Shares
("Dissenting Shares") held by shareholders ("Dissenting Shareholders") who shall
have delivered a written demand for payment for such Shares, and any other
required documents, as, in the manner, and within the time period, provided in
Subchapter D of Chapter 15 of the PBCL and who shall not have lost such right to
appraisal shall not be converted into or represent a right to receive the Merger
Consideration, but the holders thereof shall be entitled solely to such rights
as are granted by Subchapter D of Chapter 15 of the PBCL.
5. PAYMENT FOR SHARES
5.1. Prior to the Effective Date, Subsidiary shall have designated First
Chicago Trust Company of New York to act as paying and exchange agent in the
Merger (the "Paying Agent") pursuant to a written agreement (the "Exchange
Agreement"). At or prior to the Effective Date, Subsidiary will provide the
Paying Agent with the amounts necessary to make the payments referred to in
Section 3.1, which amounts shall be placed by the Paying Agent in a separate
account (the "Fund"). Out of the Fund, the Paying Agent shall make the payments
referred to in Section 3.1. The Fund shall not be used for any other purpose.
The Paying Agent may invest portions of the Fund, as directed by Subsidiary (so
long as such directions do not impair the Paying Agent's ability to make other
payments referred to in Section 3 hereof or otherwise impair the rights of
holders of Shares as described in such Section 3.1). Any net earnings resulting
from, or interest or income produced by, such investments shall be paid to
Subsidiary and/or Surviving Corporation as and when requested by them. The
Surviving Corporation shall replace any monies lost through any investment
pursuant to this Section.
5.2. Prior to the Effective Date, the Subsidiary shall cause the Paying
Agent to mail to each record holder of Shares as of the date immediately
preceding such mailing, (i) a Notice of Adoption of Plan of Merger approved by
Parent, (ii) a letter of transmittal approved for use by Subsidiary Shareholders
and holders of Dissenting Shares (the "Letter of Transmittal") (which shall
specify the procedure for delivery of the certificates representing Shares
("Certificates") or Dissenting Shares ("Dissenting Certificates") and any other
required documents to the Paying Agent), (iii) a copy of Section 1930 and
Subchapter D of Chapter 15 of the PBCL (both relating to dissenter's rights) and
(iv) any other documents, instruments or disclosures deemed necessary to be
transmitted to Subsidiary Shareholders.
-3-
<PAGE>
5.3. Promptly after the Effective Date, the Surviving Corporation shall
cause the Paying Agent to mail to each record holder of Shares immediately prior
to the Effective Date, a Notice of Merger, together with any other documents,
instruments or disclosures deemed necessary to be transmitted to shareholders of
Subsidiary.
5.4. Upon surrender to the Paying Agent of a Certificate, together with the
Letter of Transmittal and any other required documents duly executed, the holder
of such Certificate shall be entitled to receive in exchange therefor, on the
Effective Date, cash in an amount equal to the Merger Consideration, and such
Certificate shall forthwith be cancelled. No interest will be paid or accrued on
the cash payable upon the surrender of Shares. Until surrendered in accordance
with the provisions of this Section 5, each Share (other than Shares held by
Parent or Dissenting Shares) shall represent for all purposes only the right to
receive the Merger Consideration, without any interest hereon.
5.5. Subject to full compliance with this Section 5, any cash provided to
the Paying Agent pursuant to this Section 5 and not exchanged for Shares within
180 days after the Effective Date will be returned by the Paying Agent to the
Surviving Corporation which thereafter will act as Paying Agent. Notwithstanding
the foregoing, neither the Paying Agent nor any party hereto shall be liable to
a holder of Shares for any Merger Consideration delivered to a public official
pursuant to applicable abandoned property, escheat and similar laws.
6. NO FURTHER RIGHTS OR TRANSFERS
At and after the Effective Date and without affecting the conversion
referred to in Section 3.3 hereof, each holder of issued and outstanding Shares
of Subsidiary Common Stock immediately prior to the Effective Date shall cease
to have any rights as a shareholder of the Subsidiary, except for the right to
surrender his or her Shares in exchange for the Merger Consideration or to
perfect his or her right to receive payment for Shares pursuant to Subchapter D
of Chapter 15 of the PBCL and Section 4 hereof if such holder has validly
exercised and perfected and not withdrawn his or her right to receive payment
therefor. There shall be no transfers on the stock transfer books of the
Surviving Corporation of the Shares from and after the Effective Date. If, after
the Effective Date and without affecting the conversion referred to in Section
3.3 hereof, Certificates formerly representing Shares are presented to the
Surviving Corporation, they shall be cancelled and exchanged solely for the
Merger Consideration (unless such Certificates are
-4-
<PAGE>
being deposited solely in connection with the exercise of dissenters rights as
Dissenting Certificates or represent Shares to be cancelled and retired pursuant
to Section 3.2).
7. ADJUSTMENTS
If, between the date of adoption of this Plan and the Effective Date,
the outstanding Shares shall be changed into a different number of shares or a
different class by reason of any reclassification, recapitalization, split-up,
combination, exchange of shares or readjustment, or a stock dividend thereon
shall be declared with a record date prior to the Effective Date, the amount of
consideration to be received pursuant to this Plan in exchange for each
outstanding Share shall be proportionately and equitably adjusted.
8. EFFECTIVE DATE
The Board of Directors of Parent shall take all action necessary in
order that the Merger provided for herein shall be effective pursuant to the
laws of the Commonwealth of Pennsylvania. The Effective Date shall be the date
upon which Articles of Merger are filed with the Secretary of State of the
Commonwealth of Pennsylvania (the "Effective Date").
9. TERMINATION AND AMENDMENT
Notwithstanding anything to the contrary contained herein, (i) this
Plan of Merger and the Merger provided for herein may be terminated and
abandoned at any time prior to the Effective Date by the Board of Directors of
Parent, and (ii) this Plan of Merger may be amended at any time prior to its
Effective Date by the Board of Directors of Parent. To the full extent permitted
by applicable law, after the Effective Date, the provisions of this Plan of
Merger may be interpreted, amended or waived by the Board of Directors of the
Surviving Corporation.
-5-
<PAGE>
EXHIBIT 3.1
<PAGE>
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
APRIL 11, 1997
TO ALL WHOM THESE PRESENTS SHALL COME, GREETING:
CHEMICAL LEAMAN CORPORATION
I, Yvette Kane, Secretary of the Commonwealth of Pennsylvania do hereby
certify that the foregoing and annexed is a true and correct photocopy of Index
and Docket Record
which appear of record in this department
IN TESTIMONY WHEREOF, I have hereunto
[SEAL] set my hand and caused the Seal of the
Secretary's Office to be affixed, the
day and year, above written.
/s/ Yvette Kane
---------------------------------------
Secretary of the Commonwealth
<PAGE>
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
ROOM 308 NORTH OFFICE BUILDING
P.O. BOX 8722
HARRISBURG, PA 17105-8722
(717) 787-1057
RECORD SEARCH
APRIL 14, 1997
EXAMINATION OF THE INDICES IN THE DEPARTMENT OF STATE ON THE ABOVE DATE SHOWS A
PENNSYLVANIA BUSINESS CORPORATION WAS FILED ON MARCH 02, 1977 ENTITLED:
CHEMICAL LEAMAN CORPORATION
ENTITY #0647190
WITH ADDRESS AT: 102 PICKERING WAY
LIONVILLE, (CHESTER COUNTY), PA 19353
CORPORATE OFFICERS ON RECORD ARE:
CEO: DAVID R. HAMILTON
VP: EUGENE PARKERSON
SEC: DAVID BOUCHER
MAILING ADDRESS IS: 102 PICKERING WAY
EXTON, PA 19341
THIS IS A SUBSISTING ASSOCIATION.
<PAGE>
3-1-77:11
DSCB: 17.3 (Rev. 8-72)
Filing Fee: None
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
Consent to Use of
Similar Name
Pursuant to 19 Pa. Code Section 17.3 (relating to use of a deceptively
similar name) the undersigned corporation, desiring to consent to the use by
another corporation of a name which is deceptively similar to its name, does
hereby certify that:
1. The name of the corporation executing this Consent of Use of Similar Name is:
Chemical Leaman Tank Lines, Inc. (63780)
- --------------------------------------------------------------------------------
2. The address of the registered office of the corporation is (the Department of
State is hereby authorized to correct the following statement to conform to the
records of the Department):
506 E. Lancaster Avenue
- --------------------------------------------------------------------------------
(NUMBER) (STREET)
Downingtown Pennsylvania 19335
- --------------------------------------------------------------------------------
(CITY) (ZIP CODE)
3. The date of its incorporation is: 5/14/48
--------------------------
4. The statute under which it was incorporated is:
General Corporation Law of the State of Delaware, enacted March 10, 1899, as
- --------------------------------------------------------------------------------
amended
5. The corporation(s) entitled to the benefit of this Consent to Use of Similar
Name is (are):
Chemical Leaman Corporation
- --------------------------------------------------------------------------------
6. A check in this box: / / indicates that the corporation executing this
Consent to Use of Similar Name is the parent or prime affiliate of a group of
corporations using the same name with geographic or other designations, and that
such corporation is authorized to and does hereby act on behalf of all such
affiliated corporations, including the following (sec 19 Pa. Code Section
17.3(cX7)):
<PAGE>
3-1-77:11
DSCB: 17.3 (Rev. 8-72)-2
IN TESTIMONY WHEREOF, the undersigned corporation has caused this consent
to be signed by a duly authorized officer and its corporate seal, duly attested
by another such officer, to be hereunto affixed, this 1st day of March, 1976.
CHEMICAL LEAMAN TANK LINES, INC.
By: /s/ S. F. Niness, Jr.
-----------------------------
(SIGNATURE)
EXECUTIVE VICE PRESIDENT
------------------------------
(TITLE: PRESIDENT,
VICE PRESIDENT, ETC.)
Attest:
/s/ [Illegible]
- ---------------------------------
(SIGNATURE)
ASSISTANT SECRETARY
- ---------------------------------
(TITLE: SECRETARY,
ASSISTANT SECRETARY, ETC.)
(CORPORATE SEAL)
INSTRUCTIONS FOR COMPLETING FORM:
Where this form is executed by an unincorporated body which has registered
its name pursuant to statute (sec 19 Pa. Code Section 17.101 et. seq.) the
language of the form should be modified accordingly, and a seal need be
affixed only where the unincorporated body has adopted a seal.
<PAGE>
3-1-77:11
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF INCORPORATION
In compliance with the requirements of the Business Corporation Law,
approved the 5th day of May, A.D. 1933, P.L. 364, as amended, the undersigned,
who is of full age, desiring that he may be incorporated as a business
corporation, does hereby certify:
1. The name of the corporation is:
CHEMICAL LEAMAN CORPORATION
2. The location and post office address of its initial registered office in
this Commonwealth is:
506 East Lancaster Avenue
Downingtown, Pennsylvania 19335
3. The purpose or purposes of the corporation which shall be organized
under this Act are as follows:
To engage in and do any lawful act concerning all lawful business for
which corporations may be incorporated under the Business Corporation Law
of Pennsylvania including, without limiting the generality of the
foregoing, manufacturing, and to do all things and exercise all powers,
rights and privileges which a business corporation may now or hereafter be
organized or authorized to do or to exercise under the Business Corporation
Law of the Commonwealth of Pennsylvania.
4. The term of its existence is: Perpetual.
<PAGE>
5. The aggregate number of shares which the Corporation shall have
authority to issue is Three Million Five Hundred Thousand (3,500,000) shares of
which Five Hundred Thousand (500,000) shares shall be shares of Preferred Stock
without par value and Three Million (3,000,000) shares shall be shares of Common
Stock with a par value of Two Dollars and Fifty Cents ($2.50) per share.
The voting rights, designations, preferences, qualifications, privileges,
limitations, restrictions, options, conversion rights of the classes of stock
of the Corporation which are fixed by these Articles of Incorporation, and which
may be fixed by the Board of Directors are as follows:
(a) Preferred Stock to Be Issued in Series. The Preferred Stock may be
issued from time to time in one or more series of any number of shares;
provided that the aggregate number of shares issued and not cancelled of any
and all such series shall not exceed the total number of shares of Preferred
Stock hereinabove authorized. Each series of Preferred Stock shall be
distinctively designated by letter or descriptive words. All series of
Preferred Stock shall rank equally and be identical in all respects except as
permitted by the provisions of paragraph (b) of this Article 5.
(b) Authority of Board of Directors. Authority is hereby vested in the
Board of Directors from time to time to issue the Preferred Stock as
Preferred Stock of any series and in connection with the creation of each
such series to fix by resolution or resolutions providing for the issue of
shares thereof the voting rights, if any, the designations, preferences,
qualifications, privileges, limitations, restrictions, options, conversion
rights, and other special and relative rights of such series to the full
extent now or hereafter permitted by these Articles of Incorporation
and the laws of the Commonwealth of Pennsylvania. The authority of the
Board with respect to each series shall include, but not be limited to,
determination of the following:
1. The distinctive designation of such series and the number of shares
which shall constitute such series, which number may be increased or
decreased (but not below the number of shares thereof then outstanding)
from time to time by action of the Board of Directors;
-2-
<PAGE>
2. The dividend rate, if any, of such series, any preferences to or
provisions in relation to the dividends payable on any other class or
classes or of any other series of stock whether or not the dividends are
cumulative or non- cumulative, and any limitations, restrictions or
conditions on the payment of dividends;
3. Whether the shares of such series shall be subject to redemption
and, if such shares are subject to redemption, the price or prices at
which, and the terms and conditions on which, the shares of such series may
be redeemed by the Corporation;
4. Whether the shares of such series shall be entitled to the benefits
of a sinking fund to be applied to the purchase or redemption of shares of
such series and, if so entitled, the amount of such fund and the manner of
its application;
5. The amount or amounts payable upon the shares of such series in the
event of any liquidation, dissolution or winding up of the Corporation;
6. Whether the shares of such series shall be made convertible into,
or exchangeable for, shares of any other class or classes of stock of the
Corporation or shares of any other series of Preferred Stock, and, if made
so convertible or exchangeable, the conversion price or prices, or the rate
or rates of exchange, and the adjustments thereof, if any, at which such
conversion or exchange may be made, and any other terms and conditions of
such conversion or exchange;
7. Whether the shares of such series have any voting powers and, if
voting powers are so granted, the extent of such voting powers;
8. Whether the issue of any additional shares of such series or of any
future series in addition to such series shall be subject to restrictions
in addition to the restrictions, if any, on the issue of additional shares
imposed in the resolution or resolutions fixing the terms of any
outstanding series of Preferred Stock theretofore issued pursuant to this
Article 5 and, if subject to additional restrictions, the extent of such
additional restrictions; and
-3-
<PAGE>
9. Any other relative rights, preferences and limitations of that
series.
(c) Voting Rights
1. Except as otherwise provided by law, or these Articles of
Incorporation or by the resolution or resolutions providing for the issue
of any series of Preferred Stock, the holders of shares of Preferred Stock,
as such holders, (a) shall not have any right to vote, and are hereby
specifically excluded from the right to vote, in the election of directors
or for any other purpose, and (b) shall not be entitled to notice of any
meeting of stockholders.
2. Subject to the provisions of any applicable law, or of the By-Laws
of the Corporation as from time to time amended, with respect to the
closing of the transfer books or the fixing of a record date for the
determination of stockholders entitled to vote and except as otherwise
provided by law, or by these Articles of Incorporation or by the resolution
or resolutions providing for the issue of any series of Preferred Stock,
the holders of outstanding shares of Common Stock shall exclusively possess
voting power for the election of directors and for all other purposes, each
holder of record of shares of Common Stock being entitled to one vote for
each share of Common Stock standing in his name on the books of the
Corporation; holders of Common Stock shall not be entitled to cumulate
their votes for the election of directors.
(d) Consideration for Shares. Subject to the provisions of these Articles
of Incorporation and except as otherwise provided by law, the shares of
Preferred Stock of the Corporation, regardless of class, may be issued for
such consideration and for such corporate purposes as the Board of Directors
may from time to time determine.
-4-
<PAGE>
6. The name and address of the incorporator and the number and classes of shares
subscribed by him are:
NUMBER AND
NAME ADDRESS CLASS OF SHARES
---- ------- ---------------
David B. Harwi 38th Floor Center Sq. West 80 shares of
Philadelphia, PA 19102 Common Stock
IN TESTIMONY WHEREOF, the incorporator has signed and sealed these Articles
of Incorporation this 1st day of March, 1977.
/s/ David B. Harwi (SEAL)
-------------------------------
David B. Harwi
Approved and filed in the Department of State on the 2nd day of
March, 1977.
/s/ C. Delores Tucker
--------------------------------------
SECRETARY OF THE COMMONWEALTH
-5-
<PAGE>
3-1-77:11
Commonwealth of Pennsylvania
[LOGO]
Department of State
To All to Whom These Presents Shall Come, Greeting:
Whereas, Under the provisions of the Business Corporation Law, approved the
5th day of May, Anno Domini one thousand nine hundred and thirty-three, P.L.
364, as amended, the Department of State is authorized and required to issue a
CERTIFICATE OF INCORPORATION
evidencing the incorporation of a business corporation organized under the terms
of that law, and
Whereas, The stipulations and conditions of that law have been fully
complied with by the persons desiring to incorporate as
CHEMICAL LEAMAN CORPORATION
Therefore, Know Ye, That subject to the Constitution of this Commonwealth
and under the authority of the Business Corporation Law, I do by these presents,
which I have caused to be sealed with the Great Seal of the Commonwealth,
create, erect, and incorporate the incorporators of and the subscribers to the
shares of the proposed corporation named above, their associates and successors,
and also those who may thereafter become subscribers or holders of the shares of
such corporation, into a body politic and corporate in deed and in law by the
name chosen hereinbefore specified, which shall exist perpetually and shall be
invested with and have and enjoy all the powers, privileges, and franchises
incident to a business corporation and be subject to all the duties,
requirements, and restrictions specified and enjoined in and by the Business
Corporation Law and all other applicable laws of this Commonwealth.
Given under my Hand and the Great Seal of the
Commonwealth, at the City of Harrisburg,
this 2nd day of March in the year of our
Lord one thousand nine hundred and
seventy-seven and of the Commonwealth
the two hundred and first
/s/ C. Delores Tucker
----------------------------------------
Secretary of the Commonwealth
as
DSCB-20 (7-75)
<PAGE>
APPLICANT'S ACC'T NO.
DSCB: BCL-307 (Rev. 8-72)
31-08 701
---------------------------------------
(Line of numbering)
647190
COMMONWEALTH OF PENNYSLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
Filed this 26th day of January, 1981.
Commonwealth of Pennsylvania
Department of State
/s/ William R. Davis
- -----------------------------------
Secretary of the Commonwealth
(Box for Certification) as
Filing Fee: $40
AB-2
Statement of
Change of Registered
Office-Domestic
Business Corporation
In compliance with the requirements of section 307 of the Business
Corporation Law, act of May 5, 1933 (P.L. 364)(15 P.S. section 1307) the
undersigned corporation, desiring to effect a change in registered office, does
hereby certify that:
1. The name of the corporation is:
CHEMICAL LEAMAN CORPORATION
- --------------------------------------------------------------------------------
2. The address of its present registered office in this Commonwealth is (the
Department of State is hereby authorized to correct the following statement to
conform to the records of the Department):
506 East Lancaster Avenue
- --------------------------------------------------------------------------------
(NUMBER) (STREET)
Downingtown, Pennsylvania 19335
- --------------------------------------------------------------------------------
(CITY) (ZIP CODE)
3. The address to which the rgistered office in this Commonwealth is to be
changed is:
102 Pickering Way
Lionville, Pennsylvania 19353
4. Such change was authorized by resolution duly adopted by at least a majority
of the members of the board of directors of the corporation.
IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement
to be signed by a duly authorized officer, and its corporate seal, duly attested
by another such officer, to be hereunto affixed, this 6th day of January, 1981
CHEMICAL LEAMAN CORPORATION
---------------------------------
(NAME OF CORPORATION)
By: /s/ [Illegible]
-----------------------------
(SIGNATURE)
PRESIDENT
------------------------------
(TITLE: PRESIDENT,
VICE PRESIDENT, ETC.)
Attest:
/s/ [Illegible]
- ---------------------------------
(SIGNATURE)
ASSISTANT SECRETARY
- ---------------------------------
(TITLE: SECRETARY,
ASSISTANT SECRETARY, ETC.)
(CORPORATE SEAL)
(PA. - 1858 - 12/5/73)
<PAGE>
APPLICANT'S ACC'T NO.
DSCB: BCL-806 (Rev. 8-72)
84341340
---------------------------------------
(Line of numbering)
647190
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
Filed this 14th day of May, 1984
Commonwealth of Pennsylvania
Department of State
/s/ William R. Davis
- -----------------------------------
Secretary of the Commonwealth
(Box for Certification) as
Filing Fee: $40
AB-2
Articles of
Amendment-
Domestic Business Corporation
In compliance with the requirements of section 806 of the Business
Corporation Law, act of May 5, 1933 (P.L. 364)(15 P.S. section 1806), the
undersigned corporation, desiring to amend its Articles, does hereby certify
that:
1. The name of the corporation is:
CHEMICAL LEAMAN CORPORATION
- --------------------------------------------------------------------------------
2. The location of its registered office in this Commonwealth is (the Department
of State is hereby authorized to correct the following statement to conform to
the records of the Department):
102 Pickering Way
- --------------------------------------------------------------------------------
(NUMBER) (STREET)
Lionville Pennsylvania 19353
- --------------------------------------------------------------------------------
(CITY) (ZIP CODE)
3. The statute by or under which it was incorporated is:
Pennsylvania Business Corporation Law
- --------------------------------------------------------------------------------
4. The date of its incorporation is: March 2, 1997
-------------------------------------------
5. (Check, and if appropriate, complete one of the following):
/X/ The meeting of the shareholders of the corporation at which the amendment
was adopted was held at the time and place and pursuant to the kind and period
of notice herein stated.
Time: The 8th day of May 1984
---- ---------
Place: 102 Pickering Way, Lionville, PA 19353
--------------------------------------
Kind and period notice Written Notice at least 10 days prior to the Annual
----------------------------------------------------
Meeting of Shareholders
-----------------------
/ / The amendment was adopted by a consent in writing, setting forth the
action so taken, signed by all of the shareholders entitled to vote thereon and
filed with the Secretary of the corporation.
6. At the time of the action of shareholders:
(a) The total number of shares outstanding was:
1,225,041
--------------------------------------------------------------------------
(b) The number of shares entitled to vote was:
1,225,041
--------------------------------------------------------------------------
<PAGE>
DSCB:BCL--806 (Rev. 8-72)-2
7. In the action taken by the shareholders:
(a) The number of shares voted in favor of the amendment was:
1,018,404
-------------------------------------------------------------------------
(b) The number of shares voted against the amendment was:
25,354
-------------------------------------------------------------------------
8. The amendment adopted by the shareholders, set forth in full, is as follows:
"RESOLVED, that Corporation's Articles of Incorporation be amended so
as to add a new paragraph 7 which shall read as follows:
'7. Section 910 of the Pennsylvania Business Corporation Law
shall not be applicable to the Corporation.'"
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer and its corporate seal,
duly attested by another such officer, to be hereunto affixed this 8th day of
May 1984.
Chemical Leaman Corporation
--------------------------------
Attest: (NAME OF CORPORATION)
/s/ Charles E. Fernald, Jr. By: /s/ S.F. Niness, Chairman
- -------------------------------------- --------------------------------
(SIGNATURE) (SIGNATURE)
Charles E. Fernald, Jr., Asst. Secy S.F. Niness, Chairman
- ------------------------------------- --------------------------------
(TITLE; SECRETARY, (TITLE: PRESIDENT,
ASSISTANT SECRETARY. ETC.) VICE PRESIDENT, ETC.)
(CORPORATE SEAL)
INSTRUCTIONS FOR COMPLETION OF FORM
A. Any necessary copies of Form DSCB: 17.2 (Consent to Appropriation of
Name) or Form DSCB:17.3 (Consent to Use of Similar Name) shall accompany
Articles of Amendment effecting a change of name.
B. Any necessary governmental approvals shall accompany this form.
C. Where action is taken by partial written consent pursuant to the
Articles, the second alternate of Paragraph 5 should be modified
accordingly.
D. If the shares of any class were entitled to vote as a class, the number
of shares of each class so entitled and the number of shares of all
other classes entitled to vote should be set forth in Paragraph 6(b).
E. If the shares any class were entitled to vote as a class, the number of
shares of such class and the number of shares of all other classes voted
for and against such amendment respectively should be set forth in
Paragraphs 7(a) and 7(b).
F. BCL section 807 (15 P.S. section 1807) requires that the corporation
shall advertise its intention to file or the filing of Articles of
Amendment. Proofs of publication of such advertising should not be
delivered to the Department, but should be filed with the minutes of the
corporation.
<PAGE>
647190
Commonwealth of Pennsylvania
[SEAL]
Department of State
To All to Whom These Presents Shall Come, Greeting:
Whereas, In and by Article VIII of the Business Corporation Law, approved
the fifth day of May, Anno Domini one thousand nine hundred and thirty-three,
P.L. 364, as amended, the Department of State is authorized and required to
issue a
CERTIFICATE OF AMENDMENT
evidencing the amendment of the Articles of Incorporation of a business
corporation organized under or subject to the provisions of that Law, and
Whereas, The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by
CHEMICAL LEAMAN CORPORATION
Therefore, Know Ye, That subject to the Constitution of this Commonwealth
and under the authority of the Business Corporation Law, I do by these presents,
which I have caused to be sealed with the Great Seal of the Commonwealth, extend
the rights and powers of the corporation named above, in accordance with the
terms and provisions of the Articles of Amendment presented by it to the
Department of State, with full power and authority to use and enjoy such rights
and powers, subject to all the provisions and restrictions of the Business
Corporation Law and all other applicable laws of this Commonwealth.
Given under my Hand and the Great Seal of the
Commonwealth, at the City of Harrisburg,
this 14th day of May in the year of our
Lord one thousand nine hundred and
eight-four and of the Commonwealth
the two hundred and eighth.
/s/ William R. Davis
----------------------------------------
Secretary of the Commonwealth
<PAGE>
Microfilm Number: 9265-1574 Filed with the Department of State on
--------- August 18, 1992
Entity Number 647190 /s/ [Illegible]
------- --------------------------------------
Secretary of the Commonwealth
STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION
DSCB:15-1522 (Rev 89)
In compliance with the requirements of 15 Pa. C.S. section 1522(b)
(relating to statement with respect to shares), the undersigned corporation,
desiring to state the designation and voting rights, preferences, limitations,
and special rights, if any, of a class or series of its shares, hereby states
that:
1. The name of the corporation is: CHEMICAL LEAMAN CORPORATION
--------------------------------------------
2. (Check and complete one of the following):
- ---- The resolution amending the Articles under 15 Pa. C.S. section 1522(b)
(relating to divisions and determinations by the board), set forth in full,
is as follows:
XX The resolution amending the Articles under 15 Pa. C.S. section 1522(b) is
- --- set forth in full in Exhibit A attached hereto and made a part hereof.
3. The aggregate number of shares of such class or series established and
designated by (a) such resolution, (b) all prior statements, if any, filed
under 15 Pa. C.S. section 1522 or corresponding provisions of prior law
with respect thereto, and (c) any other provision of the Articles is
130 shares.
4. The resolution was adopted by the Board of Directors or an authorized
committee thereof on July 15, 1992.
5. (Check, and if appropriate complete, one of the following):
XX The resolution shall be effective upon the filing of this statement
-- with respect to shares in the Department of State.
-- The resolution shall be effective on
--------------------------------
IN TESTIMONY WHEREOF, the undersigned corporation has caused this
statement to be signed by a duly authorized officer thereof this 18th day of
August, 1992.
CHEMICAL LEAMAN CORPORATION
--------------------------------------------
(Name of Corporation)
BY: /s/ [Illegible]
----------------------------------------
(Signature)
TITLE:
-------------------------------------
M. BURR KEIM COMPANY PHILADELPHIA
1-800-533-8113
<PAGE>
EXHIBIT A to
Statement With Respect to Shares
CHEMICAL LEAMAN CORPORATION ON
RESOLVED, that the Company be and it hereby is authorized and directed to
amend its Articles of Incorporation to provide for the designation of the
preferences, limitations and rights for one hundred thirty (130) shares of the
Company's Series A Preferred Stock, no par value as set forth in the Designation
Statement to Series A Preferred Stock ("Designation Statement") attached hereto
as Exhibit 1 ("Series A Preferred Stock").
<PAGE>
EXHIBIT 1 to
Resolutions of the Board of Directors
July 15, 1992
CHEMICAL LEAMAN CORPORATTON
SERIES A PREFERRED STOCK
OF
CHEMICAL LEAMAN CORPORATION
SERIES A PREFERRED STOCK
1. Designation and Amount. The designation of this series of capital stock
shall be "series A Preferred Stock," no par value per share (the "Series A
Stock") of Chemical Leaman Corporation, a Pennsylvania corporation. (the
"Corporation"). The number of shares, powers, terms, conditions, designations,
preferences and privileges, relative, participating, optional and other special
rights, and qualifications, limitations and restrictions, if any, of the Series
A Stock shall be as set forth herein. The number of authorized shares of the
Series A Stock is 130.
2. Definitions. All capitalized terms used herein which are not defined
when first used, are defined in Section 10 hereof.
3. Ranking. No class or series of capital stock of the Corporation shall be
issued which shall be senior in priority in any way to the Series A Stock while
any of the shares thereof are issued and outstanding. The Corporation's shares
of Series A Stock shall rank, as to dividends and upon Liquidation, equally with
each other and (i) senior and prior to the Corporation's Common Stock, and (ii)
senior to, or on a parity with, classes or series of capital stock (other than
the Corporation's Common Stock) hereafter issued by the Corporation.
4. Dividends.
(a) General Dividend Rights. The Holder of each share of Series A Stock
shall be entitled to receive, before any dividends shall be declared by the
Board of Directors of the Corporation on the Common Stock or on any other
capital stock of the Corporation which is junior to the Series A Stock with
respect to dividends, out of funds which the Board of Directors determines, in
its sole discretion, to be legally available for that purpose, dividends in cash
at the rate of six percent (6%) of the Stated Value per share per annum, and no
more, accruing from the Issuance Date payable quarterly on such days as may be
determined by the Board of Directors in accordance with the terms hereof;
provided, however, that (i) no dividend on the Series A Stock shall be paid if
and to the extent such payment will cause
<PAGE>
a default under the Senior Debt, and (ii) dividends on the Series A Stock shall
only be required to be paid in any quarter if and to the extent that the
Corporation realized net after-tax profits (before deduction for the payment of
Accrued Dividends on the Series A Stock) for the preceding fiscal quarter in
excess of the Accrued Dividends for such Dividend Period. For purposes of this
paragraph, net after-tax profits of the Corporation shall be as shown on the
Corporation's financial statements determined in accordance with generally
accepted accounting principles.
(b) Payment. Accrued Dividends for each Dividend Period shall be payable
on the next succeeding Dividend Payment Date, subject to the limitations set
forth above.
(c) Priority. Dividends on shares of Series A Stock shall be cumulative
from the Issuance Date (whether or not there shall be net profits or net assets
of the Corporation legally available for the payment of such dividends) so that,
if at any time Full Cumulative Dividends upon the Series A Stock to the end of
the last completed Dividend Period have not been paid or declared and a sum
sufficient for payment thereof set apart, then the amount of the deficiency in
such dividends must be fully paid (but without interest) or dividends in such
amount must be declared on the shares of the Series A Stock and a sum sufficient
for the payment thereof must be set apart for such payment before any dividend
shall be declared or paid or any other distribution ordered or made upon the
Common Stock or any other class or series of the Corporation's capital stock
which is junior to the Series A Stock with respect to dividends (other than a
dividend payable in Common Stock or other class or series of capital stock of
the Corporation) and before any sum or sums be set aside for or applied to the
mandatory redemption at the option of the holder of any shares of any Common
Stock or any other class or series of the Corporation's capital stock which is
junior to the Series A Stock with respect to dividends. All dividends declared
upon the Series A Stock shall be declared pro rata per share. No cash dividends
shall be declared, set apart for payment or paid in respect of any Dividend
Period on any class or series of capital stock of the Corporation which is on a
parity with the Series A Stock with respect to dividends if Accrued Dividends
for any prior Dividend Period have not been paid in full, unless cash dividends
shall likewise be or have been declared and set apart for payment on all shares
of Series A Stock at the time outstanding ratably with such other classes or
series in accordance with the sums which would otherwise be payable on such
shares if all dividends were declared and paid in full; but in no event to
exceed, with respect to the Series A Stock, the Accrued Dividends up to and
including the immediately preceding Dividend Payment Period. Holders of shares
of Series A Stock shall not be entitled to any dividends, whether payable in
cash, property or stock, in excess of the Full Cumulative Dividends at the rate
set forth above.
<PAGE>
(d) Record Date. The Accrued Dividends paid on any Dividend Payment Date
shall be payable to the Holders of record of the series A Stock on the last day
of the Dividend Period immediately preceding such Dividend Payment Date.
(e) Partial Payment. If the entire amount of Accrued Dividends as of the
end of any Dividend Period cannot be paid on the Dividend Payment Date therefor,
the unpaid balance of the Accrued Dividends shall be paid on the succeeding
Dividend Payment Dates as, when and to the extent permitted by the terms hereof.
5. Liquidation Rights.
(a) General Liquidation Rights. With respect to rights on Liquidation,
the shares of Series A Stock. shall rank equally with each other and (i) senior
and prior to the Corporation's Common Stock, and (ii) senior to, or on a parity
with, classes or series of capital stock (other than the Corporation's Common
Stock) hereinafter issued by the Corporation.
(b) Priority Right. In the event of any Liquidation, the Holders of the
Series A Stock shall be entitled to receive out of the assets of the Corporation
legally available for distribution to its stockholders, whether from capital,
surplus or earnings, before any payment shall be made to the holders of Common
Stock or any other class or series of stock ranking on Liquidation junior to
such Series A Stock, an amount per share equal to the Stated Value, plus the
Accrued Dividends from the Issuance Date until the date of Liquidation.
(c) Partial Payment. If, upon any Liquidation,, the assets of the
Corporation available for distribution to its stockholders shall be insufficient
to pay the Series A Stockholders the full amount as to which each of them shall
be entitled, then the Series A Stockholders shall share ratably with all other
classes and series of capital stock of the Corporation which is on a parity with
the Series A Stock with respect to rights on Liquidation in any distribution of
assets according to the respective amounts which would be payable to them in
respect of the shares held upon such distribution if all amounts payable on or
with respect to such shares were paid in full.
6. Shareholder Right of Redemption.
(a) Redemption Right. At the request of the Holder or Holders of any of
the shares of Series A Stock then outstanding (individually, a "Requesting
Holder") made at any date after August 1, 2002 the Corporation shall redeem
(unless otherwise prevented by law), at the Redemption Price, all or any portion
of the Series A Stock owned of record by such Requesting Holder on the date of
receipt by the Corporation of a Redemption Notice from the Requesting Holder.
Each Requesting Holder who
<PAGE>
desires to have any of the Series A Stock owned of record by such Requesting
Holder redeemed shall specify in a written notice to the Corporation the number
of shares which the Requesting Holder elects to redeem (a "Redemption Notice"),
in accordance with Section 6(c) hereof. The Corporation shall redeem (unless
otherwise prevented by law) the shares of Series A Stock being redeemed by each
Requesting Holder on the Redemption Date, which shall be no later than sixty
(60) days after the termination of the period within which Holders of Series A
Stock are permitted to send Redemption Notices (as set forth above), and the
Corporation shall promptly advise each Requesting Holder of such Redemption Date
or of the relevant facts applicable thereto preventing such redemption. At any
time on or after the Redemption Date, the Requesting Holder shall be entitled to
receive the Redemption Price for each of the shares of Series A Stock held by
such Holder upon actual delivery to the Corporation or its transfer agent of the
certificate(s) representing the shares to be redeemed.
(b) Cancellation of Shares. On and after the Redemption Date, all rights
of any Requesting Holder with respect to the shares of Series A Stock being
redeemed by the Requesting Holder pursuant to Section 6(a), except the right to
receive the Redemption Price per share of Series A Stock as hereinafter
provided, shall cease and terminate, and such shares of Series A Stock shall no
longer be deemed to be outstanding, whether or not the certificates representing
such shares have been received by the Corporation; provided, however, that if
the Corporation defaults in the payment of the Redemption Payment, the rights of
the Requesting Holder with respect to such shares of Series A Stock shall
continue until the Corporation cures such default.
(c) Redemption Notice. Each Requesting Holder shall send its Redemption
Notice pursuant to this Section 6 by first-class, certified mail, return receipt
requested, postage prepaid, to the Corporation at its principal place of
business to the attention of the President, or to any transfer agent of the
Corporation. The Corporation shall, within twenty (20) business days after the
receipt of the Redemption Notice, notify all other Series A Stockholders of the
request by a Requesting Holder for the redemption of Series A Stock (the
"Corporation Notice"). If any other Series A Stockholder desires to redeem all
or any portion of the Series A Stock owned of record by such Series A
Stockholder, each such Series A Stockholder shall send a Redemption Notice to
the Corporation postmarked within ten (10) Business Days after the receipt of
the Corporation Notice, and such Series A Stockholder shall be deemed to be a
Requesting Holder.
(d) Partial Redemption. If, on the Redemption Date, less than all the
shares of Series A Stock requested to be redeemed may be legally redeemed by the
Corporation, the redemption of such Series A Stock shall be pro rata based upon
the number of outstanding shares of Series A Stock then owned by
<PAGE>
each Requesting Holder thereof, and any shares of Series A Stock not redeemed
shall be redeemed, at the Holder's election, on any date following such
Redemption Date on which the Corporation may lawfully redeem such shares. Upon
redemption of only a portion of the number of shares covered by a Series A Stock
Certificate, the Corporation shall issue and deliver to or upon the written
order of the Holder of such Series A Stock Certificate, at the expense of the
Corporation, a new certificate covering the number of shares of the Series A
Stock representing the unredeemed portion of the Series A Stock Certificate,
which new certificate shall entitle the Holder thereof to all the rights, powers
and privileges of a Holder of such shares.
(e) Payment. Payment of the Redemption Price by the Corporation shall be
in the form of a check of the Corporation payable to each Requesting Holder
mailed to the address of each such Requesting Holder as shown on the
Corporation's transfer books.
(f) No Sinking Fund. Shares of the Series A Stock are not subject to or
entitled to the benefit of any sinking fund.
(g) Redeemed Shares to be Cancelled. Series A Stock redeemed pursuant to
this Section 6 will be automatically cancelled and will not under any
circumstances be reissued, sold or transferred.
7. Corporation Right of Redemption.
(a) Redemption Right. The Series A Stock is subject to redemption by the
Corporation at its election in whole or in part at any time after the Issuance
Date for the Redemption Price.
(b) Payment. Payment of the Redemption Price by the Corporation shall be
in the form of a check of the Corporation payable to each Holder of Series A
Stock mailed to the address of each such Holder as shown on the Corporation's
transfer books.
(c) Partial Redemption. If less than all of the outstanding shares of
the Series A Stock are redeemed at any time, such redemption shall be in
integral multiples of $100,000 of Stated Value, plus all Accrued Dividends for
such shares, and shall be made pro rata among the Holders of the Series A Stock
based on the number of outstanding shares of Series A Stock held by each. If
fractional shares are so redeemed then the Redemption Price therefor shall be
the applicable percentage of the Stated Value and Accrued Dividends. In case
less than the total number of shares represented by a certificate are redeemed,
a new certificate representing the number of unredeemed shares will be issued to
the Holder thereof without cost to such Holder.
<PAGE>
(d) Dividends After Redemption Date. No share of Series A Stock is
entitled to any dividends calculated after its Redemption Date, and on such
Redemption Date all rights of the Holder of such shares, as a stockholder of the
Corporation by reason of the ownership of such share, will cease, except the
right to receive the Redemption Price of such share upon presentation and
surrender of the certificate representing such share, and such share will not be
deemed to be outstanding after such Redemption Date; provided, however, that if
the Corporation defaults in the payment of the Redemption Payment, the rights of
the Holder of the Series A Stock to have been redeemed shall continue until the
Corporation cures such default.
(e) Notice of Redemption. The Corporation shall mail written notice of
each redemption of shares of Series A Stock stating the Redemption Date, the
Redemption Price and the manner of redemption by certified or registered mail,
return receipt requested, or by any national overnight delivery service, to each
Holder of the Series A Stock at the address for such Holder as shown on the
Corporation's transfer books, not less than ten (10) days prior to the
Redemption Date. Any such notice of redemption may be qualified or unqualified,
in which latter event, the Corporation will become obligated to redeem the total
principal amount of Series A Stock specified therein on the Redemption Date.
(f) Redeemed Shares to be Cancelled. Series A Stock redeemed pursuant to
this Section 7 will be automatically cancelled and will not under any
circumstances be reissued, sold or transferred.
8. Voting Rights.
(a) Except as otherwise required by law or as set forth in subsection
(b) below, the Holders of the Series A Stock shall have no voting power and no
right to notice of shareholders' meetings, and no owner or Holder of the Series
A Stock shall, as such a Holder, have the right to participate in any action of
any nature taken by the Corporation or the holders of Common Stock.
(b)(i) The Holders of a majority of the shares of the Series A Stock,
voting as a separate class, shall have the exclusive right to elect one Director
to the Board of Directors of the Corporation ("Preferred Director"), regardless
of any increase or decrease in the size of the Board of Directors. In any
election of the Preferred Director pursuant to this Section 8(b), each Holder
of the Series A Stock shall be entitled to one vote for each share of the Series
A Stock held. The exclusive voting right of the Holders of the Series A Stock,
contained in this Section 8(b), may be exercised at any annual or special
meeting of the Stockholders of the Corporation at which the Holders of the
Series A Stock shall elect the Preferred Director,
<PAGE>
called as provided in accordance with the By-laws of the Corporation, including
written notice of such meeting to the Holders, or by written consent of such
Holders of the Series A Stock in lieu of a meeting. The Preferred Director
elected pursuant to this Section 8(b) shall serve from the date of his or her
election and qualification until his or her successors have been duly elected
and qualified.
(ii) A vacancy in the directorship to be elected by the Holders of
the Series A Stock, pursuant to Section 8(b)(i) hereof, may be filled only by
the vote at a meeting called in accordance with the By-laws of the Corporation,
including written notice of such meeting to the Holders, or written consent in
lieu of such meeting, of the Holders of at least a majority of the shares of
such Series A Stock.
9. Restrictions on Transferability of the Series A Stock. The Holders of
the Series A Stock shall not sell or offer to sell or transfer any of the shares
of Series A Stock or any interest therein without registration under the
Securities Act of 1933, as amended, and applicable state securities laws, or an
exemption from such registration that has been acknowledged by the Corporation,
after receipt of an opinion of counsel in form and substance and from counsel
reasonably satisfactory to the Corporation that such registration is not
required.
10. Definitions. As used herein, the following terms shall have the
corresponding meanings:
"Accrued Dividends" shall mean Full Cumulative Dividends to the date as
of which dividends on the Series A Stock are to be computed, less the
amount of all dividends paid upon the relevant share of Series A Stock.
"Business Day" shall mean any day other than a Saturday, Sunday or
public holiday in the state where the principal executive office of the
Corporation is located.
"Dividend Payment Date" shall mean, as to each respective Dividend
Period, the day determined by the Corporation to be the day the Accrued
Dividends are paid, but in any event within 45 days after the expiration of
such Dividend Period.
"Dividend Period" shall mean each fiscal quarter or portion thereof
during which the relevant share of stock is outstanding.
"Full Cumulative Dividends" shall mean (whether or not in any Dividend
Period, or any part thereof, in respect of which such term is used there
shall have been net profits or net assets of the Corporation
<PAGE>
legally available for the payment of such dividends) that amount which
shall be equal to dividends at the full rate fixed for the Series A Stock
as provided herein for the period of time elapsed from the Issuance
Date to the date as of which Full Cumulative Dividends are to be computed.
"Issuance Date" with respect to any share of Series A Stock shall mean
the date of first issuance of such share.
"Liquidation" shall mean a complete liquidation, dissolution or
winding-up of the affairs of the Corporation.
"Redemption Date" shall mean the date set forth for redemption of the
Series A Stock pursuant to Section 6 or section 7 hereof.
"Redemption Payment" shall mean the payment of the Redemption Price for
the shares of the Series A Stock redeemed on the Redemption Date.
"Redemption Price" shall mean the following redemption prices (expressed
as percentages of the Stated Value of the Series A Stock being redeemed),
plus all Accrued Dividends per share of Series A Stock being redeemed on
the Redemption Date:
Redemption Date Redemption Price
--------------- ----------------
On or prior to June 15, 1993 135%
June 16, 1993 through
June 15, 1994 130%
June 16, 1994 through
June 15, 1995 125%
June 16, 1995 through
June 15, 1996 120%
June 16, 1996 through
June 15, 1997 115%
June 16, 1997 through
June 15, 1998 110%
June 16, 1998 through
June 15, 1999 105%
June 16, 1999 and
thereafter 100%
"Requesting Holder" shall be as defined in Section 6 hereof.
"Senior Debt" shall mean any indebtedness of the Corporation, now or
hereafter incurred, to Corestates Bank, N.A., for itself or as agent, and
Associates
<PAGE>
Commercial Corporation, or any other indebtedness for borrowed money to
commercial lenders.
"Series A Stockholders" or "Holders of the Series A Stock" or "Holder"
shall mean the registered owners of the shares of the Series A Stock as
shown on the Corporation's stock transfer books.
"Stated Value" shall mean, with respect to the Series A Stock, $20,000
per share.
11. Amendment and Waiver. No amendment, modification or waiver by the
Corporation (including any made by means of a merger) of any provision herein
(or of the percentage of Series A Stock required to approve such amendment,
modification or waiver) will be binding or effective without the prior written
consent of the Holder(s) of a majority of the Series A Stock outstanding at the
time such action is taken. Notwithstanding the foregoing, no such action may be
taken or effective without the prior written consent of the Holder(s) of at
least ninety percent (90%) of the Series A Stock then outstanding, which will:
(a) change the rate at which or the manner in which dividends are
calculated, or the time at which dividends become payable hereunder;
(b) change the provisions of Section 5 hereof regarding the liquidation
preference;
(c) change the provisions of Sections 6 and 7 hereof regarding
redemptions;
(d) change the percentage of Series A Stock required to approve any
change described in (a), (b) or (c) above.
No amendment, modification or waiver of any provision herein will extend to or
affect any obligation not expressly amended, modified or waived or impair any
right consequent thereon.
12. No Conversion. Series A Stock shall not be convertible into shares of
the Corporation's Common Stock or any other stock or securities of the
Corporation.
<PAGE>
Microfilm Number Filed with the Department of State on
---------- --------
Entity Number: 647190 /s/ [Illegible]
------------ ----------------------------------------------
Secretary of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 91)
In compliance with the requirements of 15 Pa.C.S. Section 1915 (relating
to articles of amendment), the undersigned business corporation, desiring
to amend its Articles, hereby states that:
1. The name of the corporation is: CHEMICAL LEAMAN CORPORATION
----------------------------------------------
-----------------------------------------------------------------------------
2. The address of this corporation's current registered office in this
Commonwealth and the county of venue is (the Department is hereby authorized
to correct the following address to conform to the records of the
Department):
102 Pickering Way Exton PA 19341-0200 Chester
-----------------------------------------------------------------------------
Number and Street City State Zip County
3. The statute by or under which it was incorporated is: Pennsylvania Business
------------------------
Corporation Law of 1988, as as amended.
-----------------------------------------------------------------------------
4. The original date of its incorporation is: March 2, 1977
-----------------------------------
5. (Check, and if appropriate, complete one of the following):
x The amendment shall be effective upon filing these Articles of Amendment
-- in the Department of State.
-- The amendment shall be effective on: at
-------------- ------------------
Date Hour
6. (Check one of the following):
x The amendment was adopted by the shareholders (or members) pursuant to
-- 15 Pa.C.S. Section 1914(a) and (b).
-- The amendment was adopted by the board of directors pursuant to
15 Pa.C.S. Section 1914(c).
7. (Check, and if appropriate, complete one of the following):
-- The amendment adopted by the corporation, set forth as follows:
x The amendment adopted by the corporation as set forth in full in
-- Exhibit A attached hereto and made a part hereof.
<PAGE>
8. (Check if the amendment restates the Articles):
-- The restated Articles of Incorporation supersede the original Articles
and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this 10th day
----
of September, 1994.
-----------------
CHEMICAL LEAMAN CORPORATION
--------------------------------------
(Name of Corporation)
BY: /s/ David M. Boucher
------------------------------------
(Signature)
TITLE: CHIEF FINANCIAL OFFICER
---------------------------------
<PAGE>
EXHIBIT A to
Articles of Amendment of
Articles of Incorporation
CHEMICAL LEAMAN CORPORATION
The Articles of Incorporation of Chemical Leaman Corporation shall be
amended by adding a new paragraph 8, which new paragraph 8 shall be and read as
follows:
"8. Notwithstanding any provision in these Articles of
Incorporation to the contrary, on the effective date of this
Paragraph 8 each Two Hundred (200) shares of Common Stock
issued and outstanding on such date shall be converted into
one (1) share of Common Stock; provided, however, that
notwithstanding the provisions of this Article 8, the
authorized number of shares of Common Stock and the par value
thereof shall be and remain as set forth in Paragraph 5 of
these Articles of Incorporation, and not affected hereby."
<PAGE>
Microfilm Number 9622 420 Filed with the Department of State on Mar 25 1996
-------- -----------
/s/ [Illegible]
Entity Number 647190 -------------------------------------------------
------ Secretary of the Commonwealth
ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION
DSCB:15-1926 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. ss. 1926 (relating to
articles of merger or consolidation), the undersigned business corporations,
desiring to effect a merger, hereby state that:
1. The name of the corporation surviving the merger is:
Chemical Leaman Corporation
----------------------------------------------------------------------------
----------------------------------------------------------------------------
2. (Check and complete one of the following):
X The surviving corporation is a domestic business corporation and the
-- (a) address of its current registered office in this Commonwealth or
(b) name of its commercial registered office provider and the county of
venue is (the Department is hereby authorized to correct the following
information to conform to the records of the Department):
(a) 102 Pickering Way Exton PA 19341 Chester
------------------------------------------------------------------------
Number and Street City State Zip County
(b) c/o:
-------------------------------------------------------------------
Name of Commercial Registered Office Provider County
-- For a corporation represented by a commercial registered office provider,
the county in (b) shall be deemed the county in which the corporation is
located for venue and official publication purposes.
The surviving corporation is a qualified foreign business corporation
under the laws of and the (a) address of its current
---------------
registered office in this Commonwealth or (b) name of its commerical
registered office provider and the county of venue is (the Department
is hereby authorized to correct the following information to conform
to the records of the Department):
(a) -------------------------------------------------------------------------
Number and Street City State Zip County
(b) c/o:
---------------------------------------------------------------------
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider,
the county in (b) shall be deemed the county in which the corporation is
located for venue and official publication purposes.
--- The surviving corporation is a nonqualified foreign business corporation
incorporated under the laws of
-----------------------------------------------------------------------------
Number and Street City State Zip County
(PA.-1424-11/1/93)
<PAGE>
DSCB:15-1926 (Rev 90)-2
3. The name and the address of the registered office in this Commonwealth or
name of its commercial registered office provider and the county of venue
of each other domestic business corporation and qualified foreign business
corporation which is a party to the plan of merger are as follows:
<TABLE>
<CAPTION>
Name of Corporation Address of Registered Office or Name of Commercial Registered Office Provider County
<S> <C> <C>
CLC Merger Corp. 102 Pickering Way, Exton, PA 19341 Chester
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>
4. (Check, and if appropriate complete, one of the following):
x The plan of merger shall be effective upon filing these Articles of Merger
-- in the Department of State.
The plan of merger shall be effective on at
-- -------------- -----------------
Date Hour
5. The manner in which the plan of merger was adopted by each domestic
corporation is as follows:
Name of corporation Manner of adoption
Chemical Leaman Corporation Unanimous written consent of Board and
Partial written consent of shareholders
CLC Merger Corp. Unanimous written consent of Board and
shareholders
7. (Check, and if appropriate complete, one of the following):
The plan of merger is set forth in full in Exhibit A attached hereto and
- -- made a part hereof.
x Pursuant to 15 Pa.C.S. section 1901 (relating to omission of certain
- -- provisions from filed plans) the provisions, if any, of the plan of merger
that amend or constitute the operative Articles of Incorporation of the
surviving corporation as in effect subsequent to the effective date of the
plan are set forth in full in Exhibit A attached hereto and made a part
hereof. The full text of the plan of merger is on file at the principal
place of business of the surviving corporation, the address of which is:
102 Pickering Way Exton PA 19341
- --------------------------------------------------------------------------------
Number and Street City State Zip
<PAGE>
DSCB:15-1926 (Rev 90)-3
IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned
corporation has caused these Articles of Merger to be signed by a duly
authorized officer thereof this 25th day of March, 1996.
CHEMICAL LEAMAN CORPORATION
-------------------------------------------
(Name of Corporation)
BY: /s/ David M. Boucher
---------------------------------------
(Signature)
David M. Boucher
TITLE: Senior Vice President
------------------------------------
CLC MERGER CORP.
-------------------------------------------
(Name of Corporation)
BY: /s/ David M. Boucher
---------------------------------------
(Signature)
David M. Boucher
TITLE: Vice President
------------------------------------
<PAGE>
Microfilm Number Filed with the Department of State on
-------- May 16, 1996
Entity Number 647190 /s/ [Illegible]
------ ---------------------------------------------
Secretary of the Commonwealth
STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION
DSCB:15-1522 (Rev 9C)
In compliance with the requirements of 15 Pa.C.S. section 1522(b) (relating
to statement with respect to shares), the undersigned corporation, desiring to
state the designation and voting rights, preferences, limitations, and special
rights, if any of a class or series of its shares, hereby states that:
1. The name of the corporation is: Chemical Leaman Corporation
------------------------------------------
--------------------------------------------------------------------------
2. (Check and complete one of the following):
- ---- The resolution amending the Articles under 15 Pa.C.S. section 1522(b)
(relating to divisions and determinations by the board), set forth in full,
is as follows:
XX The resolution amending the Articles under 15 Pa.C.S. section 1522(b) is
- --- set forth in full in Exhibit A attached hereto and made a part hereof.
3. The aggregate number of shares of such class or series established and
designated by (a) such resolution, (b) all prior statements, if any, filed
under 15 Pa.C.S. section 1522 or corresponding provisions of prior law
with respect thereto, and (c) any other provision of the Articles is
453 shares.
4. The resolution was adopted by the Board of Directors or an authorized
committee thereof on March 12, 1996
--------------
5. (Check, and if appropriate complete, one of the following):
XX The resolution shall be effective upon the filing of this statement
-- with respect to shares in the Department of State.
-- The resolution shall be effective on at
-------------- -----------------
Date Hour
IN TESTIMONY WHEREOF, the undersigned corporation has caused this
statement to be signed by a duly authorized officer thereof this 16th day of
May, 1996.
CHEMICAL LEAMAN CORPORATION
-------------------------------------------
(Name of Corporation)
BY: /s/ David M. Boucher
-------------------------------------------
(Signature)
TITLE: David M. Boucher, Senior Vice
President and CFO
------------------------------------------
M. BURR KEIM COMPANY PHILADELPHIA
1-800-533-8113
<PAGE>
EXHIBIT A to
Statement With Respect to Shares
CHEMICAL LEAMAN CORPORATION
RESOLVED, the Company be and it hereby is, authorized and directed to amend
its Articles of Incorporation by the filing of a Statement with Respect to
Shares with the Secretary of State of the Commonwealth of Pennsylvania in order
to provide for the voting rights, designations, preferences, qualifications,
limitations, and special rights for one hundred fifty one (151) shares of the
Company's Series B Cumulative Convertible Preferred Stock, no par value, as set
forth in the Designation Statement attached hereto as Annex 1.
FURTHER RESOLVED, that the Company be and it hereby is, authorized and
directed to amend its Articles of Incorporation by the filing of a Statement
with Respect to Shares with the Secretary of State of the Commonwealth of
Pennsylvania in order to provide for the voting rights, designations,
preferences, qualifications, limitations, and special rights for three hundred
two (302) shares of the Company's Series C Preferred Stock, no par value, as set
forth in the Designation Statement attached hereto as Annex 1.
<PAGE>
ANNEX 1
SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK
AND
SERIES C CUMULATIVE PREFERRED STOCK
OF
CHEMICAL LEAMAN CORPORATION
SERIES B CONVERTIBLE PREFERRED STOCK
1. Designation and Amount. The designation of this series of capital stock
shall be "Series B Cumulative Convertible Preferred Stock," no par value per
share (the "Series B Stock") of Chemical Leaman Corporation, a
Pennsylvania corporation (the "Corporation"). The number of shares, powers,
terms, conditions, designations, preferences and privileges, relative,
participating, optional and other special rights, and qualifications,
limitations and restrictions, if any, of the Series B Stock shall be as set
forth herein. The number of authorized shares of the Series B Stock is 151.
2. Definitions. All capitalized terms used herein which are not defined
when first used, are defined in Section 11 hereof.
3. Ranking. Except for the shares of Series A Preferred Stock of the
Corporation, which shall be senior to the Series B Stock, no class or series of
capital stock of the Corporation shall be issued which shall be senior in
priority in any way to the Series B Stock while any of the shares thereof are
issued and outstanding. The Corporation's shares of Series B Stock shall rank,
as to dividends and upon Liquidation, (i) equally with each other, (ii) equally
with shares of the Corporation's Series C Preferred Stock (the "Series C
Stock"), (iii) senior and prior to the Corporation's Common Stock, and (iv)
senior to. or on a parity with, classes or series of capital stock (other than
the Corporation's Common Stock and Series A Preferred Stock) hereafter issued by
the Corporation.
4. Dividends.
(a) General Dividend Rights. The Holder of each share of Series B Stock
shall be entitled to receive, before any dividends shall be declared by the
Board of Directors of the Corporation on the Common Stock or on any other
capital stock of the Corporation which is junior to the Series B Stock with
respect to dividends, out of funds which the Board of Directors determines, in
its sole discretion, to be legally available for that purpose, dividends in cash
at the rate of six percent (6%) of the Series B Stated Value per share per annum
(or $360.00), and no more, accruing from the Series B Issuance Date payable
quarterly in arrears on such days as may be determined by the Board of Directors
in accordance with the terms hereof, provided, however, that no dividend on the
Series B Stock shall be paid if
<PAGE>
and to the extent such payment will cause a default under the Senior Debt.
(b) Payment. Accrued Dividends on the Series B Stock for each Dividend
Period shall be payable on the Dividend Payment Date relating to such Dividend
Period, subject to the limitations set forth above.
(c) Priority. Dividends on shares of Series B Stock shall be cumulative
from the Series B Issuance Date (whether or not there shall be net profits or
net assets of the Corporation legally available for the payment of such
dividends) so that, if at any time Full Cumulative Dividends upon the Series B
Stock to the end of the last completed Dividend Period have not been paid or
declared and a sum sufficient for payment thereof set apart, then the amount of
the deficiency in such dividends must be fully paid (but without interest) or
dividends in such amount must be declared on the shares of the Series B Stock
and a sum sufficient for the payment thereof must be set apart for such payment
before any dividend shall be declared or paid or any other distribution ordered
or made upon the Common Stock or any other class or series of the Corporation's
capital stock which is junior to the Series B Stock with respect to dividends
(other than a dividend payable in Common Stock or other class or series of
capital stock of the Corporation) and before any sum or sums be set aside for or
applied to the mandatory redemption at the option of the holder of any shares of
any Common Stock or any other class or series of the Corporation's capital stock
which is junior to the Series B Stock with respect to dividends. All dividends
declared upon the Series B Stock shall be declared pro rata per share; provided
that no dividends shall be paid on any shares of Series B Stock unless
proportionate dividends are also paid on all shares of Series C Stock
outstanding at the time of payment. No cash dividends shall be declared, set
apart for payment or paid in respect of any Dividend Period on any class or
series of capital stock of the Corporation which is on a parity with the Series
B Stock with respect to dividends if Accrued Dividends for any prior Dividend
Period have not been paid in full, unless cash Dividends shall likewise be or
have been declared and set apart for payment on all shares of Series B Stock at
the time outstanding ratably with such other classes or series in accordance
with the sums which would otherwise be payable on such shares if all dividends
were declared and paid in full, but in no event to exceed, with respect to the
Series B Stock, the Accrued Dividends up to and including the immediately
preceding Dividend Payment Period. Holders of shares of Series B Stock shall not
be entitled to any dividends, whether payable in cash, property or stock, in
excess of the Full Cumulative Dividends at the rate set forth above.
(d) Record Date. The Accrued Dividends paid on any Dividend Payment Date
shall be payable to the Holders of record of the Series B Stock on the last day
of the Dividend Period relating to such Dividend Payment Date.
<PAGE>
(e) Partial Payment. If the entire amount of Accrued Dividends as of the
end of any Dividend Period cannot be paid on the Dividend Payment Date therefor,
the unpaid balance of the Accrued Dividends shall be paid on the succeeding
Dividend Payment Dates as, when and to the extent permitted by the terms hereof.
5. Liquidation Rights.
(a) General Liquidation Rights. With respect to rights on Liquidation,
the shares of Series B Stock shall rank (i) equally with each other, (ii)
equally with shares of Series C Stock, (iii) senior and prior to the
Corporation's Common Stock, and (iv) senior to, or on a parity with, classes or
series of capital stock (other than the Corporation's Common Stock) hereafter
issued by the Corporation.
(b) Priority Right. In the event of any Liquidation, the Holders of the
Series B Stock shall be entitled to receive out of the assets of the Corporation
legally available for distribution to its shareholders, whether from capital,
surplus or earnings, before any payment shall be made to the holders of Common
Stock or any other class or series of stock ranking on Liquidation junior to
such Series B Stock, an amount per share equal to the Series B Stated Value,
plus the Accrued Dividends from the Series B Issuance Date until the date of
Liquidation.
(c) Partial Payment. If, upon any Liquidation, the assets of the
Corporation available for distribution to its shareholders shall be insufficient
to pay the Series B Shareholders the full amount and to which each of them shall
be entitled, then the Series B Shareholders shall share ratably with all other
classes and series of capital stock of the Corporation which is on a parity with
the Series B Stock with respect to rights on Liquidation in any distribution of
assets according to the respective amounts which would be payable to them in
respect of the shares held upon such distribution if all amounts payable on or
with respect to such shares were paid in full.
6. Shareholder Right to Require Redemption.
(a) Redemption Right. At the request of the Holder or Holders of any of
the shares of Series B Stock then outstanding (individually, a "Requesting
Series B Holder") made at any date after the tenth (10th) anniversary of the
Series B Issuance Date, the Corporation shall redeem (unless otherwise prevented
by law or by the terms of the Senior Debt), at the Series B Redemption Price,
all or any portion of the Series B Stock owned of record by such Requesting
Series B Holder on the date of receipt by the Corporation of a Series B
Redemption Notice from the Requesting Series B Holder. Each Requesting Series B
Holder who desires to have any of the Series B Stock owned of record by such
Requesting Series B Holder redeemed shall
<PAGE>
specify in a written notice to the Corporation the number of shares which the
Requesting Series B Holder elects to redeem (a "Series B Redemption Notice"), in
accordance with section 6(c) hereof. The Corporation shall redeem (unless
otherwise prevented by law or by the terms of the Senior Debt) the shares of
Series B Stock being requested to be redeemed by each Requesting Series B Holder
on the Series B Redemption Date, which shall be no later than ninety (90) days
after the date on which the Corporation shall first receive a Requesting Series
B Holder's Series B Redemption Notice, and the Corporation shall promptly advise
each Requesting Series B Holder of such Series B Redemption Date or of the
relevant facts applicable thereto preventing such redemption At any time on or
after the Series B Redemption Date, the Requesting Series B Holder shall be
entitled to receive the Series B Redemption Price for each of the shares of
Series B Stock held by such Holder upon actual delivery to the Corporation or
its transfer agent of the certificate(s) representing the shares to be redeemed.
No Holder of Series B Stock may deliver to the Corporation a Series B Redemption
Notice, or request the redemption of any of such Holder's shares of Series B
Stock} in any manner whatsoever (except following the receipt of a Series B
Corporation Notice in accordance with the provisions of Section 6(c) hereof and
pursuant thereto) for a period of six (6) months following the delivery of a
Series B Redemption Notice to the Corporation pursuant to this Section 6(a).
(b) Cancellation of Shares. On and after the Series B Redemption Date,
ail rights of any Requesting Series B Holder with respect to the shares of
Series B Stock being redeemed pursuant to a Series B Redemption Notice delivered
by the Requesting Series B Holder pursuant to Section 6(a) except the right to
receive the Series B Redemption Price per share of Series B Stock as hereinafter
provided, shall cease and terminate, and such shares of Series B Stock shall no
longer be deemed to be outstanding, whether or not the certificates representing
such shares have been received by the Corporation; provided, however, that if
the Corporation defaults in the payment of the Series B Redemption Payment, the
rights of the Requesting Series B Holder to be redeemed shall continue until the
Corporation cures such default.
(c) Series B Redemption Notice. Each Requesting Series B Holder shall
send its Series B Redemption Notice pursuant to this Section 6 by first-class,
certified mail, return receipt requested, postage prepaid, by hand delivery, or
by recognized overnight courier, to the Corporation at its principal place of
business to the attention of the President, the Chief Financial Officer, or to
any transfer agent of the Corporation. The Corporation shall, within twenty (20)
business days after the receipt of the Series B Redemption Notice, notify all
other Series B Shareholders and all Series C Shareholders of the request by a
Requesting Series B Holder for the redemption of Series B Stock or the request
by a Series C Shareholder for the redemption of Series C Stock, as the case may
be (the "Series B
<PAGE>
Corporation Notice"). If any Series B Shareholder thereafter desires to redeem
all or any portion of the Series B Stock owned of record by such Series B
Shareholder, each such Series B Shareholder shall send a Series B Redemption
Notice that shall be received by the Corporation within twenty (20) days after
the date of the Series B Corporation Notice, and such Series B Shareholder shall
be deemed to be a Requesting Series B Holder, In the event Series B Stock is to
be redeemed by the Corporation solely as a result of the Series B Stockholders'
receipt of a notice from the Corporation to the effect that shares of Series C
Stock are to be redeemed. the Series B Redemption Date shall be the same date as
the date that such shares of Series C Stock shall be redeemed.
(d) Partial Redemption. If, on the Series B Redemption Date, less than
all the shares of Series B Stock and Series C Stock (if any) requested to be
redeemed may (i) be legally redeemed by the Corporation or (ii) be redeemed
without causing a default under the Senior Debt, the redemption of such Series B
Stock and Series C Stock (if any) shall be pro rata based upon the number of
outstanding shares of Series B Stock and Series C Stock (if any) then owned by
each Requesting Series B Holder and each Series C Holder so requesting
redemption (as the case may be), and any shares of Series B Stock and Series C
Stock (if any) not redeemed shall be redeemed, at the holder's election, on any
date following such Series B Redemption Date on which the Corporation may
lawfully redeem such shares or may redeem such shares under the terms of the
Senior Debt (as the case may be). Upon redemption of only a portion of the
number of shares covered by a Series B Stock Certificate, the corporation shall
issue and deliver to or upon the written order of the Holder of such Series B
Stock Certificate, at the expense of the Corporation, a new certificate covering
the number of shares of the Series B Stock representing the unredeemed portion
of the Series B Stock Certificate, which new certificate shall entitle the
Holder thereof to all the rights, powers and privileges of a Holder of such
shares.
(e) Payment. Payment of the Series B Redemption Price by the corporation
shall be in the form of a check of the corporation payable to each Requesting
Series B Holder mailed to the address of each such Requesting Series B Holder as
shown on the Corporation's transfer books.
(f) No Sinking Fund. Shares of the Series B Stock are not subject to or
entitled to the benefit of any sinking fund.
(g) Redeemed Shares to be Canceled. Series B Stock redeemed pursuant to
this Section 6 will be automatically canceled and will not under any
circumstances be reissued, sold or transferred.
<PAGE>
7. Corporation Right of Redemption.
(a) Redemption Right. The Series B Stock is subject to redemption by the
Corporation at its election in whole or in part at any time after the tenth
(lOth) anniversary of the Series B Issuance Date for the Series B Redemption
Price.
(b) Payment. Payment of the Series B Redemption Price by the Corporation
shall be in the form of a check of the Corporation payable to each Holder of
Series B Stock mailed to the address of each such Holder as shown on the
Corporation's transfer books.
(c) Partial Redemption. If less than all of the outstanding shares of
the Series B Stock are redeemed at any time, such redemption shall be in
integral multiples of $6,000 of Series B Stated Value, plus all Accrued
Dividends for such shares, and shall be made pro rata among the Holders of the
Series B Stock based on the number of outstanding shares of Series B Stock held
by each. If fractional shares are so redeemed then the Series B Redemption Price
therefor shall be the applicable percentage of the Series b Stated Value and
Accrued Dividends. In case less than the total number of shares represented by a
certificate are redeemed, a new certificate representing the number of
unredeemed shares will be issued to the Holder thereof without cost to such
Holder.
(d) Dividends After Series B Redemption Date. No share of Series B Stock
is entitled to any dividends calculated after its Series B Redemption Date, and
on such Series B Redemption Date all rights of the Holder of such shares, as a
shareholder of the Corporation by reason of the ownership of such share, will
cease, except the right to receive the Series B Redemption Price of such share
upon presentation and surrender of the certificate representing such share, and
such share will not be deemed to be outstanding after such Series B Redemption
Date; provided, however, that if the Corporation defaults in the payment of the
Series B Redemption Payment, the rights of the Holder of the Series B Stock to
have been redeemed shall continue until the Corporation cures such default.
(e) Notice of Redemption. The Corporation shall mail written notice of
each redemption of shares of Series B Stock stating the Series B Redemption
Date, the Series B Redemption Price and the manner of redemption by certified or
registered mail, return receipt requested, or by any national overnight delivery
service, to each Holder of the Series B Stock at the address for such Holder as
shown on the Corporation's transfer books, not less than ten (10) days prior to
the Series B Redemption Date. Any such notice of redemption may be qualified or
unqualified, in which latter event, the Corporation will become obligated to
redeem the total principal amount of Series B Stock specified therein on the
Series B Redemption Date.
<PAGE>
(f) Redeemed Shares to be Canceled. Series B Stock redeemed pursuant to
this Section 7 will be automatically canceled and will not under any
circumstances be reissued, sold or transferred.
8. Conversion into Shares of Common Stock.
(a) The Holders of any shares of Series B Stock shall each have the
right, at any time and from time to time, to convert any of such shares of
Series B Stock into an equal number of fully paid and nonassessable shares of
Common Stock, subject to adjustment as set forth in Section 8(e) below.
(b) The Holders of any shares of Series B Stock may exercise the
conversion right pursuant to Section 8(a) hereof as to any shares thereof by
delivering to the Corporation during regular business hours, at the office of
any transfer agent of the Corporation for the Series B Stock, or at such other
place as may be designated by the Corporation, the certificate or certificates
for the shares to be converted, duly endorsed or assigned in blank or to the
Corporation (if required by it), accompanied by written notice stating that the
holder elects to convert such shares and stating the name or names (with
address) in which the certificate or certificates for the shares of Common Stock
are to be issued. Conversion shall be deemed to have been effected on the date
when the aforesaid delivery is made (the "Conversion Date"). As promptly as
practicable thereafter, the Corporation shall issue and deliver to or upon the
written order of such Holder, to the place designated by such Holder, a
certificate or certificates for the number of full shares of Common Stock to
which such Holder is entitled, and a check or cash in respect of (x) any
fractional interest in a Common Share as provided in Section 8(d) hereof and (y)
all Accrued Dividends which remain unpaid as of the Conversion Date. Each person
in whose name the certificate or certificates for shares of Common Stock are to
be issued shall be deemed to have become a shareholder of record on the
applicable Conversion Date unless the transfer books of the Corporation are
closed on that date, in which event he or she shall be deemed to have become a
shareholder of record on the next succeeding date on which the transfer books
are open. Upon conversion of only a portion of the number of shares covered by a
certificate representing shares of Series B Stock, surrendered for conversion,
the Corporation shall issue and deliver to or upon the written order of the
holder of the certificate so surrendered for conversion, at the expense of the
Corporation, a new certificate covering the number of shares of Series B Stock,
representing the unconverted portion of the certificate so surrendered, which
new certificate shall entitle the holder thereof to dividends on the shares of
Series B Stock, represented thereby to the same extent as if the certificate
theretofore covering such uncontroverted shares had not been surrendered for
conversion.
<PAGE>
(c) No fractional shares of Common Stock or scrip shall be issued upon
conversion of shares of Series B Stock. If more than one share of Series B Stock
shall be surrendered for conversion at any one time by the same Holder, the
number of full shares of Common Stock issuable upon conversion thereof shall be
computed on the basis of the aggregate number of shares of Series B Stock, so
surrendered. Instead of any fractional shares of Common Stock which would
otherwise be issuable upon conversion of any shares of Series B Stock, the
Corporation shall pay a cash adjustment in respect of such fractional interest
in an amount equal to the price paid for a share of Common Stock in the Event of
Conversion or Optional Event of Conversion (as the case may be) multiplied by
such fractional interest, or if a fixed dollar price per share is not paid, an
amount determined by the Board of Directors of the Corporation in good faith.
Fractional interests shall not be entitled to dividends, and the Holders of
fractional interests shall not be entitled to any rights as shareholders of the
Corporation in respect of such fractional interest.
(d) The number of shares of Common Stock to be issued upon conversion of
Series B Stock shall be subject to adjustment from time to time as follows:
(i) If, at any time after the Series B Issuance Date, the number of
shares of Common Stock outstanding is increased by a stock dividend payable
in shares of Common Stock or by a subdivision or split-up of shares of
Common Stock, then, following the record date fixed for the determination
of Holders of shares of Common Stock entitled to receive such stock
dividend, subdivision or split-up, the number of shares of Common Stock
issuable upon conversion shall be appropriately increased in proportion to
such increase in outstanding shares.
(ii) If, at any time after the Series B Issuance Date, the number of
shares of Common Stock outstanding is decreased by a combination of the
outstanding shares of Common Stock then, following the record date for such
combination, the number of shares of Common Stock issuable upon Conversion
shall be appropriately decreased in proportion to such decrease in
outstanding shares.
(iii) In case, at any time after the Series B Issuance Date, of any
reclassification of the stock of the Corporation (other than a change in
par value or from par value to no par value or from no par value to par
value or as a result of a stock dividend or subdivision, split-up or
combination of shares), or the merger or consolidation of the Corporation
(other than a consolidation or merger in which the Corporation is the
continuing corporation and which does not result in an change in the shares
of Common Stock), each share of Series B Stock shall after such
reorganization, reclassification, merger or consolidation be (unless, in
the case of a merger or consolidation, such merger or consolidation
constitutes a Merger, Consolidation or Sale) convertible into the kind and
number of
<PAGE>
shares of stock. or other securities or property of the Corporation or of
the Corporation resulting from such merger or consolidation to which the
Holder of the number of shares of Common Stock deliverable (immediately
prier to the time of such reorganization. reclassification, merger or
consolidation) upon conversion of such share would have been entitled upon
such reorganization, reclassification, merger or consolidation. The
provisions of this Section 8(e) shall similarly apply to successive
reorganizations, reclassifications, mergers or consolidations.
(e) The Corporation shall pay all documentary, stamp or other
transactional taxes attributable to the issuance or delivery of shares of
capital stock of the Corporation upon conversion of shares of Series B Stock;
provided, however, that the Corporation shall not be required to pay any taxes
which may be payable in respect of any transfer involved in the issuance or
delivery of any certificate for such shares in a name other than that of the
Holder of the shares of Series B Stock in respect of which such shares are being
issued.
(f) The Corporation shall reserve and at all times from and after the
Series B Issuance Date keep reserved free from preemptive rights, out of its
authorized but unissued shares of Common Stock. solely for the purpose of
effecting the conversion of the shares of Series B Stock sufficient shares to
provide for the conversion of all outstanding shares of Series B Stock.
(g) All shares of Common Stock which may be issued in connection with
the conversion provisions set forth herein will, upon issuance by the
Corporation, be validly issued, fully paid and nonassessable with no personal
liability attaching to the ownership thereof and free from all taxes, liens or
charges with respect thereto.
(h) Once converted pursuant to the provisions hereof, shares of Series B
Stock so converted shall be canceled and not subject to reissuance, and such
converted shares shall, without any action on the part of the Corporation or the
shareholders of the Corporation, be eliminated from the authorized capital of
the Corporation.
(i) The Corporation shall give each Holder of Series B Stock at least
thirty (30) days prior written notice of the Corporation's intent to consummate
a Notice Event.
9. Voting Rights. Except as otherwise required by law, the Holders of the
Series B Stock shall have no voting power and no right to notice of
shareholders' meetings, and no owner or Holder of the Series B Stock shall, as
such a Holder, have the right to participate in any action of any nature taken
by the Corporation or the holders of Common Stock
<PAGE>
10. Restrictions on Transferability of the Series B Preferred Stock; Right
of First Refusal.
(a) The Holders of the Series B Stock shall not Transfer (as defined in
Section 10(b) below) or offer to Transfer any of the shares of Series B Stock or
any interest therein without registration under the Securities Act of 1933, as
amended, and applicable state securities laws or an exemption from such
registration that has been acknowledged by the Corporation, after receipt of an
opinion of counsel in form and substance and from counsel reasonably
satisfactory to the Corporation that such registration is not required.
(b) (i) No Holder shall transfer, sell donate, pledge or otherwise
dispose of or encumber (collectively, "Transfer") any of his or her Series B
Stock except as provided in this Section 10(b).
(ii) In the event a Holder desires to Transfer all or any portion of
his or her Series B Stock now owned or hereafter acquired, such Holder (the
"Series B Transferor") shall first obtain a bona fide written offer which he or
she desires to accept (the "Offer") to purchase all (and not less than all) of
the Series B Stock which such Holder desires to transfer for a fixed cash price
(which may be payable over time) (the "Offered Series B Stock"). The Offer shall
set forth its date, the proposed price per share of Series B Stock represented
by the Offered Series B Stock, and the other terms and conditions upon which the
purchase is proposed to be made, as well as the name and address of the
prospective purchaser. The term prospective purchaser" as used herein shall mean
the prospective record owner or owners of the Offered Series B Stock and all
other persons and entities proposed to have a beneficial interest in the Offered
Series B Stock. The Series B Transferor shall transmit copies of the Offer to
the Corporation within seven (7) days after his or her receipt of the Offer.
Transmittal of the Offer to the Corporation by the Series B Transferor shall
constitute an offer by the Series B Transferor to sell all of the Offered Series
B Stock to the Corporation at the price and upon the terms set forth in the
Offer. For a period of thirty (30) days after the submission of the Offer to the
Corporation, the Corporation shall have the option, exercisable by written
notice to the Series B Transferor, to accept the Series B Transferor's offer as
to all (and only all) of the Offered Series B Stock at the price and (subject to
the following provisions of this Section 10(b)) upon the terms set forth in the
Offer. If the Corporation does not exercise its rights to purchase all of the
Offered Series B Stock within the period set forth in this Section, the rights
shall terminate; provided, however, that if the proposed Transfer to the
prospective purchaser is not consummated in accordance with the terms and
conditions of the Offer, the Series B Transferor shall not be entitled to
Transfer the Offered Series B Stock unless it is first reoffered to the
Corporation on the different terms and
<PAGE>
conditions in accordance with the foregoing procedures of this Section.
Moreover, if the Offered Series B Stock is not Transferred to the prospective
purchaser pursuant to the terms and conditions of the Offer within a period of
ninety (90) days after a copy of the Offer is received by the Corporation, the
Offered Stock may not be Transferred pursuant to this Section until it has been
reoffered to the Corporation in accordance with the foregoing procedures of this
Section.
(iii) Settlement for the purchase of Offered Series B Stock by the
Corporation pursuant to this Section shall be made within thirty (30) days
following the date of exercise of the Corporation's option. All settlement, for
the purchase and sale of Offered Series B Stock shall, unless otherwise agreed
to by the Corporation and Series B Transferor, be held at the principal offices
of the Corporation during regular business hours. The precise date and hour of
settlement shall be fixed by the Corporation (within the time limits allowed by
the provisions of this Section) by notice in writing to the Series B Transferor
given at least five (5) days in advance of the settlement date specified. At
settlement, the Offered Series B Stock being sold shall be delivered by the
Series B Transferor to the Corporation. duly endorsed for transfer or with
executed stock powers attached, with any necessary documentary and transfer tax
stamps affixed by the Series B Transferor. In the event of the purchase of
Offered Series B Stock by the Corporation, the Corporation shall pay the
purchase price either (A) in cash or by check at settlement or (B) pursuant to
the payment terms set forth in the Offer.
(iv) In connection with, and as a condition of, permitting any
Transfer or delivery of stock certificates under this Section, the Corporation
may require the Series B Transferor to pay to it a sufficient sum to enable it
to pay, or to reimburse it for any payment made in respect of, any stamp tax or
other governmental charge in connection with such transfer or delivery.
(v) This Section shall not apply to a Transfer of Stock by a Holder
to such Holder's spouse, parents, siblings or lineal descendants of any such
persons or to a trust for the benefit of any of the foregoing.
11. Definitions. As used herein, the following terms shall have the
corresponding meanings:
"Accrued Dividends" shall mean Full Cumulative Dividends to the date as of
which dividends on the relevant series of stock are to be computed, less the
amount of all dividends paid upon the relevant share of such series of stock.
"Business Day" shall mean any day other than a Saturday, a Sunday or public
holiday in the state where the principal executive office of the Corporation is
located.
<PAGE>
"Dividend Payment Date" shall mean, as to each respective Dividend Period,
the day on which the Accrued Dividends are paid, which shall be on the last day
of each such Dividend Period.
"Dividend Period" shall mean each fiscal quarter or portion thereof during
which the relevant share of the relevant series of stock is outstanding.
"Full Cumulative Dividends" shall mean (whether or not in any Dividend
Period, or any part thereof, in respect of which such term is used there shall
have been net profits or net assets of the Corporation legally available for the
payment of such dividends) that amount which shall be equal to dividends at the
full rate fixed for the relevant series of stock as provided herein for the
period of time elapsed from the relevant Issuance Date of such series of stock
to the date as of which Full Cumulative Dividends are to be computed.
"Liquidation" shall mean a complete liquidation, dissolution or winding-up
of the affairs of the Corporation.
"Notice Event" shall mean (a) the consummation of an underwritten public
offering of shares of Common Stock of the Corporation registered under the
Securities Act of 1933, as amended or (b) the merger or consolidation of the
Corporation into or with another corporation or the merger or consolidation of
any other corporation into or with the Corporation (in which consolidation or
merger the shareholders of the Corporation receive distributions of cash or
securities as a result of such consolidation or merger), or the sale or other
disposition of all or substantially all of the assets of the Corporation.
"Requesting Holder" shall be as defined in Section 6 hereof.
"Senior Debt" shall mean any indebtedness of the Corporation, now or
hereafter incurred, to Corestates Bank, N.A., for itself or as agent, and
Associates Commercial Corporation, or any other indebtedness for borrowed money
to commercial lenders.
"Series B Issuance Date" with respect to any share of Series B Stock shall
mean the date of first issuance of such share.
"Series B Redemption Date" shall mean the date set forth for redemption of
the Series B Stock pursuant to Section 6 or Section 7 hereof.
"Series B Redemption Payment" shall mean the payment of the Series B
Redemption Price for the shares of the Series B Stock redeemed on the Series B
Redemption Date.
<PAGE>
"Series B Redemption Price" shall mean the Series B Stated Value of the
Series B Stock being redeemed, plus all Accrued Dividends per share of Series B
Stock being redeemed on the Series B Redemption Date.
"Series B Shareholders" or "Holders of the Series B Stock" or "Holder"
shall mean the registered owners of the shares of the Series B Stock as shown on
the Corporation's stock transfer books.
"Series B Stated Value" shall mean $6,000 per share.
"Series C Shareholders" shall mean the registered owners of the shares of
the Series C Stock as shown on the Corporation's stock transfer books.
12. Amendment and Waiver. No amendment, modification or waiver by the
Corporation (including any made by means of a merger) of any provision herein
(or of the percentage of Series B Stock required to approve such amendment,
modification or waiver) will be binding or effective without the prior written
consent of the Holder(s) of a majority of the Series B Stock outstanding at the
time such action is taken. Notwithstanding the foregoing, no such action may be
taken or shall be effective without the prior written consent of the Holder(s)
of at least ninety percent (90%) of the Series B Stock then outstanding to the
extent such action will:
(a) change the rate at which or the manner in which dividends are
calculated, or the time at which dividends become payable hereunder;
(b) change the provisions of Section 5 hereof regarding the liquidation
preference;
(c) change the provisions of Sections 6 and 7 hereof regarding
redemptions;
(d) change the percentage of Series B Stock required to approve any
change described in (a), (b) or (c) above.
No amendment, modification or waiver of any provision herein will extend to or
affect any obligation not expressly amended, modified or waived or impair any
right consequent thereon.
<PAGE>
SERIES C PREFERRED STOCK
1. Designation and Amount. The designation of this series of capital stock
shall be "Series C Cumulative Preferred Stock," no par value per share (the
"Series C Stock") of Chemical Leaman Corporation, a Pennsylvania corporation
(the "Corporation"). The number of shares, powers, terms, conditions,
designations, preferences and privileges, relative, participating, optional and
other special rights, and qualifications, limitations and restrictions, if any,
of the Series C Stock shall be as set forth herein. The number of authorized
shares of the Series C Stock is 302.
2. Definitions. All capitalized terms used herein which are not defined
when first used, are defined in Section 11 hereof.
3. Ranking. Except for the shares of Series A Preferred Stock of the
Corporation, which shall be senior to the Series C Stock, no class or series of
capital stock of the Corporation shall be issued which shall be senior in
priority in any way to the Series C Stock while any of the shares thereof are
issued and outstanding. The Corporation's shares of Series C Stock shall rank,
as to Dividends and upon Liquidation, (i) equally with each other, (ii) equally
with shares of the Corporation's Series B Convertible Preferred Stock (the
"Series B Stock"), (iii) senior and prior to the Corporation's Common Stock, and
(iv) senior to, or on a parity with, classes or series of capital stock (other
than the Corporation's Common Stock and Series A Preferred Stock) hereafter
issued by the Corporation.
4. Dividends.
(a) General Dividend Rights. The Holder of each share of Series C Stock
shall be entitled to receive, before any dividends shall be declared by the
Board of Directors of the Corporation on the Common Stock or on any other
capital stock of the Corporation which is junior to the Series C Stock with
respect to dividends, out of funds which the Board of Directors determines, in
its sole discretion, to be legally available for that purpose, dividends in cash
at the rate of eight percent (8%) of the Series C Stated Value per share per
annum (or $480.00), and no more, accruing from the Series C Issuance Date
payable quarterly in arrears on such days as may be determined by the Board of
Directors in accordance with the terms hereof; provided, however, that no
dividend on the Series C Stock shall be paid if and to the extent such payment
will cause a default under the Senior Debt.
(b) Payment. Accrued Dividends on the Series C Stock for each Dividend
Period shall be payable on the Dividend Payment Date relating to such Dividend
Period, subject to the limitations set forth above.
<PAGE>
(c) Priority. Dividends on shares of Series C Stock shall be cumulative
from the Series C Issuance Date (whether or not there shall be net profits or
net assets of the Corporation legally available for the payment of such
dividends) so that, if at any time Full Cumulative Dividends upon the Series C
Stock to the end of the last completed Dividend Period have not been paid or
declared and a sum sufficient for payment thereof set apart, then the amount of
the deficiency in such dividends must be fully paid (but without interest) or
dividends in such amount must be declared on the shares of the Series C Stock
and a sum sufficient for the payment thereof must be set apart for such payment
before any dividend shall be declared or paid or any other distribution ordered
or made upon the Common Stock or any other class or series of the Corporation's
capital stock which is junior to the Series C Stock with respect to dividends
(other than a dividend payable in Common Stock or other class or series of
capital stock of the Corporation) and before any sum or sums be set aside for or
applied to the mandatory redemption at the option of the holder of any shares of
any Common Stock or any other class or series of the Corporation's capital stock
which is junior to the Series C Stock with respect to dividends. All dividends
declared upon the Series C Stock shall be declared pro rata per share; provided
that no dividends shall be paid on any shares of Series C Stock unless
proportionate dividends are also paid on all shares of Series B Stock
outstanding at the time of payment. No cash dividends shall be declared, set
apart for payment or paid in respect of any Dividend Period on any class or
series of capital stock of the Corporation which is on a parity with the Series
C Stock with respect to dividends if Accrued Dividends for any prior Dividend
Period have not been paid in full, unless cash dividends shall likewise be or
have been declared and set apart for payment on all shares of Series C stock at
the time outstanding ratably with such other classes or series in accordance
with the sums which would otherwise be payable on such shares if all dividends
were declared and paid in full; but in no event to exceed, with respect to the
Series C Stock, the Accrued Dividends up to and including the immediately
preceding Dividend Payment Period. Holders of shares of Series C Stock shall not
be entitled to any dividends, whether payable in cash, property or stock, in
excess of the Full Cumulative Dividends at the rate set forth above.
(d) Record Date. The Accrued Dividends paid on any Dividend Payment Date
shall be payable to the Holders of record of the Series C Stock on the last day
of the Dividend Period relating to such Dividend Payment Date.
(e) Partial Payment. If the entire amount of Accrued Dividends as of the
end of any Dividend Period cannot be paid on the Dividend Payment Date therefor,
the unpaid balance of the Accrued Dividends shall be paid on the succeeding
Dividend Payment Dates as, when and to the extent permitted by the terms hereof.
<PAGE>
5. Liquidation Rights.
(a) General Liquidation Rights. With respect to rights on Liquidation,
the shares of Series C Stock shall rank (i) equally with each other, (ii)
equally with shares of Series C Stock, (iii) senior and prior to the
Corporation's Common Stock, and (iv) senior to, or on a parity with, classes or
series of capital stock (other than the Corporation's Common Stock) hereafter
issued by the Corporation.
(b) Priority Right. In the event of any Liquidation, the Holders of the
Series C Stock shall be entitled to receive out of the assets of the Corporation
legally available for distribution to its shareholders, whether from capital,
surplus or earnings, before any payment shall be made to the holders of Common
Stock or any other class or series of stock ranking on Liquidation junior to
such Series C Stock, an amount per share equal to the Series C Stated Value,
plus the Accrued Dividends from the Series C Issuance Date until the date of
Liquidation.
(c) Partial Payment. If, upon any Liquidation, the assets of the
Corporation available for distribution to its shareholders shall be insufficient
to pay the Series C Shareholders the full amount and to which each of them shall
be entitled, then the Series C Shareholders shall share ratably with all other
classes and series of capital stock of the Corporation which is on a parity with
the Series C Stock with respect to rights on Liquidation in any distribution of
assets according to the respective amounts which would be payable to them in
respect of the shares held upon such distribution if all amounts payable on or
with respect to such shares were paid in full.
6. Shareholder Right to Require Redemption.
(a) Redemption Right. At the request of the Holder or Holders of any of the
shares of Series C Stock then outstanding (individually, a "Requesting Series C
Holder") made at any date after the tenth (10th) anniversary of the Series C
Issuance Date, the Corporation shall redeem (unless otherwise prevented by law
or by the terms of the Senior Debt), at the Series C Redemption Price, all or
any portion of the Series C Stock owned of record by such Requesting Series C
Holder on the date of receipt by the Corporation of a Series C Redemption Notice
from the Requesting Series C Holder. Each Requesting Series C Holder who desires
to have any of the Series C Stock owned of record by such Requesting Series C
Holder redeemed shall specify in a written notice to the Corporation the number
of shares which the Requesting Series C Holder elects to redeem (a "Series C
Redemption Notice"), in accordance with section 6(c) hereof. The Corporation
shall redeem (unless otherwise prevented by law or by the terms of the Senior
Debt) the shares of Series C Stock being requested to be redeemed by each
Requesting Series C Holder on the Series C Redemption Date, which shall be no
later
<PAGE>
than ninety (90) days after the date on which the Corporation shall first
receive a Requesting Series C Holder's Series C Redemption Notice, and the
Corporation shall promptly advise each Requesting Series C Holder of such Series
C Redemption Date or of the relevant facts applicable thereto preventing such
redemption. At any time on or after the Series C Redemption Date, the Requesting
Series C Holder shall be entitled to receive the Series C Redemption Price for
each of the shares of Series C Stock held by such Holder upon actual delivery to
the Corporation or its transfer agent of the certificate(s) representing the
shares to be redeemed. No Holder of Series C Stock may deliver to the
Corporation a Series C Redemption Notice, or request the redemption of any of
such Holder's shares of Series C Stock in any manner whatsoever (except
following the receipt of a Series C Corporation Notice in accordance with the
provisions of Section 6(c) hereof and pursuant thereto) for a period of six (6)
months following the delivery of a Series C Redemption Notice to the Corporation
pursuant to this Section 6(a).
(b) Cancellation of Shares. On and after the Series C Redemption Date,
all rights of any Requesting Series C Holder with respect to the shares of
Series C Stock being redeemed pursuant to a Series C Redemption Notice delivered
by the Requesting Series C Holder pursuant to Section 6(a) except the right to
receive the Series C Redemption Price per share of Series C Stock as
hereinafter provided, shall cease and terminate, and such shares of Series C
Stock shall no longer be deemed to be outstanding, whether or not the
certificates representing such shares have been received by the Corporation;
provided, however, that if the Corporation defaults in the payment of the Series
C Redemption Payment, the rights of the Requesting Series C Holder to be
redeemed shall continue until the Corporation cures such default.
(c) Series C Redemption Notice. Each Requesting Series C Holder shall
send its Series C Redemption Notice pursuant to this Section 6 by first-class,
certified mail, return receipt requested, postage prepaid, by hand delivery, or
by recognized overnight courier, to the Corporation at its principal place of
business to the attention of the President, the Chief Financial Officer, or to
any transfer agent of the Corporation. The Corporation shall, within twenty (20)
business days after the receipt of the Series C Redemption Notice, notify all
other Series C Shareholders and all Series B Shareholders of the request by a
Requesting Series C Holder for the redemption of Series C Stock or the request
by a Series B Shareholder for the redemption of Series B Stock, as the case may
be (the "Series C Corporation Notice"). If any Series C Shareholder thereafter
desires to redeem all or any portion of the Series C Stock owned of record by
such Series C Shareholder, each such Series C Shareholder shall send a Series C
Redemption Notice that shall be received by the Corporation within twenty (20)
days after the date of the Series C Corporation Notice, and such Series C
Shareholder shall be deemed to be a Requesting Series C Holder.
<PAGE>
In the event Series C Stock is to be redeemed by the Corporation solely as a
result of the Series C Stockholders, receipt of a notice from the Corporation to
the effect that shares of Series B Stock are to be redeemed, the Series C
Redemption Date shall be the same date as the date that such shares of Series B
Stock shall be redeemed.
(d) Partial Redemption. If, on the Series C Redemption Date, less than
all the shares of Series C Stock and Series B Stock (if any) requested to be
redeemed may (i) be legally redeemed by the Corporation or (ii) be redeemed
without causing a default under the Senior Debt, the redemption of such Series C
Stock and Series B Stock (if any) shall be pro rata based upon the number of
outstanding shares of Series C Stock and Series B Stock (if any) then owned by
each Requesting Series C Holder and each Series B Holder so requesting
redemption (as the case may be), and any shares of Series C Stock and Series B
Stock (if any) not redeemed shall be redeemed, at the holder's election, on any
date following such Series C Redemption Date on which the Corporation may
lawfully redeem such shares or may redeem such shares under the terms of the
Senior Debt (as the case may be). Upon redemption of only a portion of the
number of shares covered by a Series C Stock Certificate, the corporation shall
issue and deliver to or upon the written order of the Holder of such Series C
Stock Certificate, at the expense of the Corporation, a new certificate covering
the number of shares of the Series C Stock representing the unredeemed portion
of the Series C Stock Certificate, which new certificate shall entitle the
Holder thereof to all the rights, powers and privileges of a Holder of such
shares.
(e) Payment. Payment of the Series C Redemption Price by the corporation
shall be in the form of a check of the corporation payable to each Requesting
Series C Holder mailed to the address of each such Requesting Series C Holder as
shown on the Corporation's transfer books.
(f) No Sinking Fund. Shares of the Series C Stock are not subject to or
entitled to the benefit of any sinking fund.
(g) Redeemed Shares to be Canceled. Series C Stock redeemed pursuant to
this Section 6 will be automatically canceled and will not under any
circumstances be reissued, sold or transferred.
7. Corporation Right of Redemption.
(a) Redemption Right. The Series C Stock is subject to redemption by the
Corporation at its election in whole or in part at any time after the Series C
Issuance Date for the Series C Redemption Price.
<PAGE>
(b) Payment. Payment of the Series C Redemption Price by the Corporation
shall be in the form of a check of the Corporation payable to each Holder of
Series C Stock mailed to the address of each such Holder as shown on the
Corporation's transfer books.
(c) Partial Redemption. If less than all of the outstanding shares of
the Series C Stock are redeemed at any time, such redemption shall be in
integral multiples of $6,000 of Series C Stated Value, plus all Accrued
Dividends for such shares, and shall be made pro rata among the Holders of the
Series C Stock based on the number of outstanding shares of Series C Stock held
by each. If fractional shares are so redeemed then the Series C Redemption Price
therefor shall be the applicable percentage of the Series C Stated Value and
Accrued Dividends. In case less than the total number of shares represented by a
certificate are redeemed, a new certificate representing the number of
unredeemed shares will be issued to the Holder thereof without cost to such
Holder.
(d) Dividends After Series C Redemption Date. No share of Series C Stock
is entitled to any dividends calculated after its Series C Redemption Date, and
on such Series C Redemption Date all rights of the Holder of such shares, as a
shareholder of the Corporation by reason of the ownership of such share, will
cease, except the right to receive the Series C Redemption Price of such share
upon presentation and surrender of the certificate representing such share, and
such share will not be deemed to be outstanding after such Series C Redemption
Date; provided, however, that if the Corporation defaults in the payment of the
Series C Redemption Payment, the rights of the Holder of the Series C Stock to
have been redeemed shall continue until the Corporation cures such default.
(e) Notice of Redemption. The Corporation shall mail written notice of
each redemption of shares of Series C Stock stating the Series C Redemption
Date, the Series C Redemption Price and the manner of redemption by certified or
registered mail, return receipt requested, or by any national overnight delivery
service, to each Holder of the Series C Stock at the address for such Holder as
shown on the Corporation's transfer books, not less than ten (10) days prior to
the Series C Redemption Date. Any such notice of redemption may be qualified or
unqualified, in which latter event, the Corporation will become obligated to
redeem the total principal amount of Series C Stock specified therein on the
Series C Redemption Date.
(f) Redeemed Shares to be Canceled. Series C Stock redeemed pursuant to
this Section 7 will be automatically canceled and will not under any
circumstances be reissued, sold or transferred.
<PAGE>
8. Voting Rights. Except as otherwise required by law, the Holders of the
Series C Stock shall have no voting power and no right to notice of
shareholders' meetings, and no owner or Holder of the Series C Stock shall, as
such a Holder, have the right to participate in any action of any nature taken
by the Corporation or the holders of Common Stock.
9. Restrictions on Transferability of the Series C Preferred Stock;
Right of First Refusal.
(a) The Holders of the Series C Stock shall not Transfer (as defined in
Section 9(b) below) or offer to Transfer any of the shares of Series C Stock or
any interest therein without registration under the Securities Act of 1933, as
amended, and applicable state securities laws, or an exemption from such
registration that has been acknowledged by the Corporation, after receipt of an
opinion of counsel in form and substance and from counsel reasonably
satisfactory to the Corporation that such registration is not required.
(b) (i) No Holder shall transfer, sell, donate, pledge or otherwise
dispose of or encumber (collectively, "Transfer") any of his or her Series C
Stock except as provided in this Section 9(b).
(ii) In the event a Holder desires to Transfer all or any portion of
his or her Series C Stock now owned or hereafter acquired, such Holder (the
"Series C Transferor") shall first obtain a bona fide written offer which he or
she desires to accept (the "Offer") to purchase all (and not less than all) of
the Series C Stock which such Holder desires to transfer for a fixed cash price
(which may be payable over time) (the "Offered Series C Stock"). The Offer shall
set forth its date, the proposed price per share of Series C Stock represented
by the Offered Series C Stock, and the other terms and conditions upon which the
purchase is proposed to be made, as well as the name and address of the
prospective purchaser. The term "prospective purchaser" as used herein shall
mean the prospective record owner or owners of the Offered Series C Stock and
all other persons and entities proposed to have a beneficial interest in the
Offered Series C Stock. The Series C Transferor shall transmit copies of the
Offer to the Corporation within seven (7) days after his or her receipt of the
Offer. Transmittal of the Offer to the Corporation by the Series C Transferor
shall constitute an offer by the Series C Transferor to sell all of the Offered
Series C Stock to the Corporation at the price and upon the terms set forth in
the Offer. For a period of thirty (30) days after the submission of the Offer to
the Corporation, the Corporation shall have the option, exercisable by written
notice to the Series C Transferor, to accept the Series C Transferor's offer as
to all (and only all) of the Offered Series C Stock at the price and (subject to
the following provisions of this Section 9(b)) upon the terms set forth in the
Offer. If the Corporation does not exercise its
<PAGE>
rights to purchase all of the Offered Series C Stock within the period set forth
in this Section, the rights shall terminate; provided, however, that if the
proposed Transfer to the prospective purchaser is not consummated in accordance
with the terms and conditions of the Offer, the Series C Transferor shall not be
entitled to Transfer the Offered Series C Stock unless it is first reoffered to
the Corporation on the different terms and conditions in accordance with the
foregoing procedures of this Section. Moreover, if the Offered Series C Stock is
not Transferred to the prospective purchaser pursuant to the terms and
conditions of the Offer within a period of ninety (90) days after a copy of the
Offer is received by the Corporation, the Offered Stock may not be Transferred
pursuant to this Section until it has been reoffered to the Corporation in
accordance with the foregoing procedures of this Section.
(iii) Settlement for the purchase of Offered Series C Stock by the
Corporation pursuant to this Section shall be made within thirty (30) days
following the date of exercise of the Corporation's option. All settlements for
the purchase and sale of Offered Series C Stock shall, unless otherwise agreed
to by the Corporation and Series C Transferor, be held at the principal offices
of the Corporation during regular business hours. The precise date and hour of
settlement shall be fixed by the Corporation (within the time limits allowed by
the provisions of this Section) by notice in writing to the Series C Transferor
given at least five (5) days in advance of the settlement date specified. At
settlement, the Offered Series C Stock being sold shall be delivered by the
Series C Transferor to the Corporation, duly endorsed for transfer or with
executed stock powers attached, with any necessary documentary and transfer tax
stamps affixed by the Series C Transferor. In the event of the purchase of
Offered Series C Stock by the Corporation, the Corporation shall pay the
purchase price either (A) in cash or by check at settlement or (B) pursuant to
the payment terms set forth in the Offer.
(iv) In connection with, and as a condition of, permitting any
Transfer or delivery of stock certificates under this Section, the Corporation
may require the Series C Transferor to pay to it a sufficient sum to enable it
to pay, or to reimburse it for any payment made in respect of, any stamp tax or
other governmental charge in connection with such transfer or delivery.
(v) This Section shall not apply to a Transfer of Stock by a Holder
to such Holder's spouse, parents, siblings or lineal descendants of any such
persons or to a trust for the benefit of any of the foregoing.
10. Definitions. As used herein, the following terms shall have the
corresponding meanings:
<PAGE>
"Accrued Dividends" shall mean Full Cumulative Dividends to the date as of
which dividend; on the relevant series of stock are to be computed, less the
amount of all dividends paid upon the relevant share of such series of stock.
"Business Day" shall mean any day other than a Saturday, a Sunday or public
holiday in the state where the principal executive office of the Corporation is
located.
"Dividend Payment Date" shall mean, as to each respective Dividend Period,
the day on which the Accrued Dividends are paid, which shall be on the last day
of each such Dividend Period.
"Dividend Period" shall mean each fiscal quarter or portion thereof during
which the relevant share of the relevant series of stock is outstanding.
"Full Cumulative Dividends" shall mean (whether or not in any Dividend
Period, or any part thereof, in respect of which such term is used there shall
have been net profits or net assets of the Corporation legally available for the
payment of such dividends) that amount which shall be equal to dividends at the
full rate fixed for the relevant series of stock as provided herein for the
period of time elapsed from the relevant Issuance Date of such series of stock
to the date as of which Full Cumulative Dividends are to be computed.
"Liquidation" shall mean a complete liquidation, dissolution or winding-up
of the affairs of the Corporation.
"Requesting Holder" shall be as defined in Section 6 hereof.
"Senior Debt" shall mean any indebtedness of the Corporation, now or
hereafter incurred, to Corestates Bank, N.A., for itself or as agent, and
Associates Commercial Corporation, or any other indebtedness for borrowed money
to commercial lenders.
"Series B Shareholders" shall mean the registered owners of the shares of
the Series B Stock as shown on the Corporation's stock transfer books.
"Series C Issuance Date" with respect to any share of Series C Stock shall
mean the date of first issuance of such share.
"Series C Redemption Date" shall mean the date set forth for redemption of
the Series C Stock pursuant to Section 6 or Section 7 hereof.
"Series C Redemption Payment" shall mean the payment of the Series C
Redemption Price for the shares of the Series C Stock redeemed on the Series C
Redemption Date.
<PAGE>
"Series C Redemption Price" shall mean the Series C Stated Value of the
Series C Stock being redeemed, plus all Accrued Dividends per share of Series C
Stock being redeemed on the Series C Redemption Date.
"Series C Shareholders" or "Holders of the Series C Stock" or "Holder"
shall mean the registered owners of the shares of the Series C Stock as shown on
the Corporation's stock transfer books.
"Series C Stated Value" shall mean, $6,000 per share.
11. Amendment and Waiver. No amendment, modification or waiver by the
Corporation (including any made by means of a merger) of any provision herein
(or of the percentage of Series C Stock required to approve such amendment,
modification or waiver) will be binding or effective without the prior written
consent of the Holder(s) of a majority of the Series C Stock outstanding at the
time such action is taken. Notwithstanding the foregoing, no such action may be
taken or shall be effective without the prior written consent of the Holder(s)
of at least ninety percent (90%) of the Series C Stock then outstanding to the
extent such action will:
(a) change the rate at which or the manner in which dividends are
calculated, or the time at which dividends become payable hereunder;
(b) change the provisions of Section 5 hereof regarding the liquidation
preference;
(c) change the provisions of Sections 6 and 7 hereof regarding
redemptions;
(d) change the percentage of Series C Stock required to approve any
change described in (a), (b) or (c) above.
No amendment, modification or waiver of any provision herein will extend
to or affect any obligation not expressly amended, modified or waived or impair
any right consequent thereon.
12. No Conversion. Series C Stock shall not be convertible into shares of
the Corporation's Common Stock or any other stock or securities of the
Corporation.
<PAGE>
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
APRIL 10, 1997
TO ALL WHOM THESE PRESENTS SHALL COME, GREETING:
CHEMICAL LEAMAN CORPORATION
I, Yvette Kane, Secretary of the Commonwealth of Pennsylvania do hereby
certify that the foregoing and annexed is a true and correct photocopy of
Articles of Incorporation and all Amendments
which appear of record in this department
IN TESTIMONY WHEREOF, I have hereunto
[SEAL] set my hand and caused the Seal of the
Secretary's Office to be affixed, the
day and year, above written.
/s/ Yvette, Kane
---------------------------------------
Secretary of the Commonwealth
EXHIBIT 3.2
<PAGE>
CHEMICAL LEAMAN CORPORATION
-----------------
BY-LAWS
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ARTICLE I
OFFICES
Section 1.01 Registered Office. The location and post office address of
the registered office of the Corporation in Pennsylvania shall be as specified
in the Articles of Incorporation.
Section 1.02 Other Offices. The Corporation shall also have offices at
such other places within or without the Commonwealth of Pennsylvania as the
Board of Directors may from time to time appoint and the business of the
Corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.01 Place of Meetings. All meetings of the shareholders shall
be held at such place, within or without the Commonwealth, as may be designated
from time to time by the Board of Directors and stated in the notice of meeting
or in a duly executed waiver of notice thereof.
Section 2.02 Date of Annual Meetings. An annual meeting of the
shareholders, commencing with the year 1978, shall be held in each calendar year
on such day and at such time and place as the Board of Directors shall fix, at
which the shareholders shall elect a Board of Directors and transact such other
business as may properly be brought before the meeting. Any business may be
transacted at the annual meeting, irrespective of whether the notice of such
meeting contains a reference thereto, except as otherwise provided in these
By-Laws or by statute.
Section 2.03 Special Meetings. Special meetings of the Shareholders,
for any purpose or purposes, unless otherwise Prescribed by statute, may be
called at any time by the Chairman of the Board or the President or a majority
of the Board of Directors, or shareholders entitled to cast at least one quarter
of the votes which all shareholders are entitled to cast at the Particular
meeting, upon written request delivered to the Secretary of the Corporation.
Such request shall state the purpose or purposes of the proposed meeting. Upon
receipt of any such request, it shall be the
<PAGE>
duty of the Secretary to call a special meeting of the shareholders to be held
at such time, not more than sixty days after the receipt of the request, as the
Secretary may fix. If the Secretary shall neglect or refuse to issue such call,
the person or persons making the request may issue the call. Business transacted
at all special meetings of shareholders shall be limited to the purposes stated
in the notice.
Section 2.04 Notice. Written notice of every meeting of the
shareholders, specifying the place, date and hour and the general nature of the
business of the meeting, shall be given either personally or by mail or by
telegram at least ten days prior to the meeting, unless a greater period of
notice is required by statute, to each shareholder entitled to vote thereat.
Section 2.05 List of Shareholders. The officer or agent having charge
of the transfer books for shares of the Corporation shall prepare and make, at
least five days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at the meeting, arranged in alphabetical order,
with the address and the number of shares held by each, which list shall be kept
on file at the registered office of the Corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting.
Section 2.06 Quorum. A shareholder's meeting duly called shall not be
organized for the transaction of business unless a quorum is present. Unless
provided otherwise by statute, the Articles of Incorporation, or these By-Laws,
the presence, in person or by proxy, of shareholders entitled to cast at least a
majority of the votes which all shareholders are entitled to cast on the
particular matter shall be requisite and shall constitute a quorum for the
purpose of considering such matter. The shareholders present at a duly organized
meeting can continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. If a meeting of
the shareholders cannot be organized because a quorum has not attended, the
shareholders entitled to vote thereat, present in person or by proxy, shall have
power, except as otherwise provided by statute, to adjourn the meeting to such
time and place as they may determine. In the case of any meeting called for the
election of directors, those who attend the second of such adjourned meetings,
although less than a quorum, shall nevertheless constitute a quorum for the
purpose of electing directors. At any adjourned meeting at which a quorum shall
be present or represented any business may be
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<PAGE>
transacted which might have been transacted at the meeting as originally
notified.
Section 2.07 Voting. When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the shares having voting
powers, present in person or represented by proxy, shall decide any question
brought before such meeting, unless the question is one upon which, by express
provision of the statutes or of the Articles of Incorporation or of these
By-Laws, a different vote is required in which case such express provision shall
govern and control the decision of such question. Except as otherwise provided
by statute, or in the Articles of Incorporation, every shareholder of record
shall have the right, at every shareholders' meeting, to one vote for every
share standing in his name on the books of the Corporation. Every shareholder
may vote in person or by proxy as provided by law. The shareholders shall not
have the right of cumulative voting in the elections of directors.
Section 2.08 Conference Telephone. One or more shareholders may
participate in a meeting of the shareholders by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.
Section 2.09 Informal Action. Any action which may be taken at a
meeting of the shareholders may be taken without a meeting if a consent or
consents in writing, setting forth the action so taken, shall be signed by all
of the shareholders who would be entitled to vote at a meeting for such purpose
and shall be filed with the Secretary of the Corporation.
Section 2.10 Judges of Election. In advance of any meeting of
shareholders, the Board of Directors may appoint Judges of Election, who need
not be shareholders, to act at such meeting or any adjournment thereof. If
Judges of Election be not so appointed, the Chairman of any such meeting may,
and on the request of any shareholder or his proxy shall, make such appointment
at the meeting. The number of Judges shall be one or three. If appointed at a
meeting on the request of one or more shareholders or proxies, the majority of
shares present and entitled to vote shall determine whether one or three Judges
are to be appointed. No person who is a candidate for office shall act as a
Judge. If there are three Judges of Election the decision, act or certificate of
a majority shall be effective in all respects as the decision, act or
certificate of all.
Section 2.11 Manner of Voting. All elections and votes by shareholders
shall be viva voce unless otherwise
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<PAGE>
required by law, or unless any shareholder shall file with the Secretary of the
meeting a written request that such election or vote shall be by ballot.
Section 2.12 Partial Written Consent. Any action required or permitted
to be taken at a meeting of the shareholders or of a class of shareholders may
be taken without a meeting upon the written consent of shareholders who would
have been entitled to cast the minimum number of votes that would be necessary
to authorize the action at a meeting at which all shareholders entitled to vote
thereon were present and voting. The consents shall be filed with the Secretary
of the Corporation. An action taken pursuant to this section shall not become
effective until at least ten (10) days' written notice has been given to each
shareholder entitled to vote thereon who has not consented thereto.
ARTICLE III
DIRECTORS
Section 3.01 Number of Directors. The Board of Directors shall consist
of not less than three or more than fifteen directors, as shall be determined
from time to time by resolution of the Board of Directors subject to the power
of the stockholders to change such action by the Directors.
Section 3.02 Election. The directors shall be elected at the annual
meeting of the shareholders, except as provided in Section 3.03 of this Article,
and each director shall hold office until his successor is elected and qualified
or until his death, resignation or removal. Directors need not be shareholders.
Section 3.03 Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors shall be
filled by a majority of the remaining members of the board, though less than a
quorum, and each person so elected shall be a director until his successor is
elected by the shareholders, who may make such election at the next annual
meeting of the shareholders or at any special meeting duly called for that
purpose and held prior thereto.
Section 3.04 Powers. The business of the Corporation shall be managed
by its Board of Directors which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these By-Laws directed or required to be exercised and
done by the shareholders.
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<PAGE>
Section 3.05 Meetinqs. The Board of Directors may hold meetings, both
regular and special, either within or without the Commonwealth of Pennsylvania.
Section 3.06 First Meeting. The first meeting of each newly elected
Board of Directors shall be held immediately following the Annual meeting of
shareholders at which such directors are elected and no notice of such meeting
shall be necessary or the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors. At such regular annual meeting the Board of Directors shall
organize itself and elect the officers of the Corporation for the ensuing year
and may transact any other business.
Section 3.07 Regular Meetinqs. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be designated by the directors.
Section 3.08 Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President on one
day's notice to each director, given either personally or by mail or by
telegram; special meetings shall be called by the Chairman of the Board or the
President or the Secretary in like manner and on like notice on the written
request of one director.
Section 3.09 Quorum. At all meetings of the Board of Directors a
majority of the directors in office shall be necessary to constitute a quorum
for the transaction of business, and the acts of a majority of the directors at
a meeting at which a quorum is present shall be the acts of the Board of
Directors. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than by announcement at the meeting, until a quorum shall be
present.
Section 3.10 Conference Telephone. One or more directors may
participate in a meeting of the Board of Directors (or a committee thereof) by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Section 3.11 Informal Action. Any action which may be taken at a
meeting of the directors or the members of the executive committee may be taken
without a meeting if a consent or consents in writing setting forth the action
so taken shall be signed by all the directors or the members of
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<PAGE>
the executive committee, as the case may be, and shall be filed with the
secretary of the Corporation.
Section 3.12 Committees. The Board of Directors may, by resolution
adopted by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of two or more directors. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Any such committee, to the extent provided by resolution of the
Board of Directors, shall have and exercise the authority of the Board of
Directors in the management of the business and affairs of the Corporation.
Vacancies in the membership of any committee shall be filled by the Board of
Directors at a regular or special meeting of the Board of Directors. Each
Committee shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required.
Section 3.13 Compensation. The Directors shall receive such
compensation for their services as the Board of Directors in its discretion may
determine; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV
OFFICERS AND AGENTS
Section 4.01 Titles. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a Chairman of the Board, a President, an
Executive Vice President, a Secretary and a Treasurer. The board may also elect,
at its discretion, one or more vice presidents, assistant secretaries and
assistant treasurers, and such other officers, agents, trustees and fiduciaries
as it shall deem appropriate, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors. The Chairman of the Board, President,
Executive Vice President and Secretary shall be natural persons of full age; the
Treasurer may be a corporation but, if a natural person, shall be of full age.
Any number of the aforesaid offices may be held by the same person.
Section 4.02 Election of Officers. The Board of Directors, immediately
after each annual meeting of shareholders, shall elect a Chairman of the Board,
a President, an Executive Vice President, a Secretary and a Treasurer, who need
not be members of the Board of Directors.
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<PAGE>
Section 4.03 Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Corporation.
Section 4.04 Terms of Office. The officers of the Corporation shall
hold office until their successors are chosen and qualify. Any officer or agent
elected or appointed by the Board of Directors may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation would
be served thereby. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.
ARTICLE V
DUTIES OF OFFICERS
Section 5.01 Chairman of the Board. The Chairman of the Board shall in
general supervise the business and affairs of the Corporation. He shall be
ex-officio a member of all standing committees; shall preside at all meetings of
the stockholders and of the Board of Directors: may execute, with the Secretary
or any other officer thereunto authorized by the Board of Directors,
certificates for shares of the Corporation; and shall perform such other duties
as the Board of Directors may from time to time request.
Section 5.02 The President. The President shall be the chief executive
officer of the Corporation and shall direct all of the business and affairs of
the Corporation. He shall be ex-officio a member of all standing committees,
shall have general powers of supervision and management, see that all orders and
resolutions of the Board are carried out, have general superintendence and
direction over all other officers of the Corporation, and shall see that their
duties are properly performed. He may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation, and shall perform such
other duties as from time to time may be assigned to him by the Chairman of the
Board or the Board of Directors.
Section 5.03 Executive Vice President and Vice Presidents. The
Executive Vice President shall be the chief operating officer of the Corporation
and shall, in general, supervise and control the daily operations of the
Corporation. The Executive Vice President and any Vice President may sign with
the Secretary or an Assistant Secretary, certificates for shares of the
Corporation; and shall perform such other duties as may from time to time be
assigned to them by the Chairman of the Board or the President, or by the Board
of Directors.
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<PAGE>
Section 5.04 Secretary. The Secretary shall: keep the minutes of all
meetings of the stockholders and of the Board of Directors; see that all notices
are duly given in accordance with the provisions of the By-Laws or as required
by law; be custodian of the corporate records and of the seal of the Corporation
and see that the seal of the Corporation is affixed to all documents the
execution of which on behalf of the Corporation under its seal is duly
authorized; sign with the Chairman of the Board, or the President, or Executive
Vice President, or any Vice President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; have general charge of the stock transfer books of the
Corporation; and in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by
the Chairman of the Board or President, or by the Board of Directors.
Section 5.05 Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for monies due and
payable to the Corporation from any source whatsoever, and deposit all such
monies in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected by the Board of Directors; and in general
perform all of the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the Chairman of the Board
or President, or by the Board of Directors.
Section 5.06 Assistant Secretaries and Assistant Treasurers. The
Assistant Treasurers shall, respectively, if required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The Assistant Secretaries
and Assistant Treasurers, in general, shall perform such duties as shall be
assigned to them by the Secretary or the Treasurer, respectively, or by the
Chairman of the Board or President, or by the Board of Directors.
Section 5.07 Duties of Officers May be Delegated. In case of the
absence of any officer of the Corporation, or for any other reason that the
Board may deem sufficient, the Board may delegate the powers or duties of such
officer to any other officer, or to any Director, for the time being; provided a
majority of the entire Board concur therein.
-8-
<PAGE>
ARTICLE VI
SHARES OF CAPITAL STOCK
Section 6.01 Right to Certificate. Every shareholder of record of fully
paid stock shall be entitled to a share certificate representing the shares
owned by him.
Section 6.02 Form of Certificate. Share certificates shall be in such
form as may be required by law and prescribed by the Board of Directors. Every
share certificate shall show the name of the registered holder, the number and
class of shares and the series, if any, represented thereby, and the par value
of each share or a statement that such shares are without par value. Every share
certificate shall be signed by the Chairman of the Board, the President or a
Vice President, and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer, and shall be sealed with the corporate seal, which
may be a facsimile, either engraved or printed. Where a certificate is signed by
a transfer agent or a registrar, the signature of any such corporate officer may
be a facsimile, engraved or printed. If any officer whose signature appears on
such certificate shall cease to be such officer of the Corporation for any
reason, such certificate may nevertheless be adopted by the Corporation and be
issued and delivered with the same effect as though the person had not ceased to
be such officer of the Corporation.
Section 6.03 Registered Stockholders. Each shareholder, at the time of
the issuance of the share certificate to him, shall notify the Secretary of the
Corporation in writing of the address to which such shareholder wishes notices
relating to the business of the Corporation to be mailed to him. He shall
thereafter notify the Secretary in writing of any changes in such address. The
Corporation shall be entitled to treat the holder of record of any share or
shares as the holder in fact thereof and shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person, and shall not be liable for any registration or transfer of shares which
are registered or to be registered in the name of a fiduciary or the nominee of
a fiduciary unless made with actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration or transfer, or
with knowledge of such facts that its participation therein amounts to bad
faith.
Section 6.04 Transfers of Stock. Shares of the capital stock of the
Corporation shall be transferable on the books of the Corporation only upon
delivery of the certificates representing the same duly endorsed by the person
in whose name such shares are registered or by his duly authorized
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attorney or representative, or accompanied by proper evidence of succession,
assignment or authority to transfer. In all cases of transfer by attorney, the
original letter of attorney, duly approved or an official copy thereof, duly
certified, shall be deposited and remain with the Corporation. In case of
transfer by executors, administrators, guardians or other legal representatives,
duly authenticated evidence of their authority shall be produced, and may be
required to be deposited and remain with the Corporation in its discretion.
Section 6.05 Lost and Destroyed Certificates. New certificates for
shares of stock may be issued to replace certificates lost, stolen, destroyed or
mutilated upon such terms and conditions, including proof of loss or destruction
and the giving of a satisfactory bond of indemnity as the Board of Directors or
the transfer agent of the corporation from time to time may determine.
Section 6.06 Record Date. Unless otherwise required by law, the Board
of Directors may fix a time, not more than fifty days prior to the date of any
meeting of the stockholders, or the date fixed for the payment of any dividend
or distribution, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares will be made or will go into effect,
as a record date for the determination of the shareholders entitled to notice
of, or to vote at, any such meeting, or entitled to receive payment of any such
dividend or distribution, or entitled to receive any such allotment of rights,
or to exercise the rights in respect to any such change, conversion, or exchange
of shares. In any such case only such shareholders as shall be shareholders of
record on the day fixed shall be entitled to notice of, or to vote at, such
meeting or to receive payment of such dividend or distribution, or to receive
such allotment of rights, or to exercise any such rights in respect to any such
change, conversion or exchange of shares, as the case may be, notwithstanding
any transfer of any shares on the books of the Corporation after the date so
fixed. The Board of Directors may close the books of the Corporation against
transfers of shares during the whole or any part of such period, and in such
case written or printed notice thereof shall be mailed at least ten days before
the closing thereof to each shareholder of record at the address appearing on
the records of the Corporation or supplied by him to the Corporation for the
purpose of notice. While the stock transfer books are closed, no transfer of
shares shall be made thereon. Unless such a record date is fixed by the Board of
Directors for the determination of shareholders entitled to receive notice of,
or vote at, a shareholders' meeting, transfers of shares which are transferred
on the books of the Corporation within ten
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days next preceding the date of such meeting shall not be entitled to notice of
or to vote at such meeting.
ARTICLE VII
DIVIDENDS
Section 7.01 Declaration of Dividends. Dividends upon shares of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in its shares,
subject to the provisions of the Articles of Incorporation.
Section 7.02 Reserves. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ARTICLE VIII
LIMITATION OF LIABILITY OF DIRECTORS AND
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
Section 8.01 Limitation of Liability. A director of this Corporation
shall not be personally liable for monetary damages as such for any action
taken, or any failure to take action, unless the director has breached or failed
to perform the duties of his or her office under Section 8363 of the
Pennsylvania Directors' Liability Act, as from time to time amended, or any
successor provision, and the breach or failure to form constitutes self-dealing,
willful misconduct or recklessness. This provision shall not apply to the
responsibility or liability of a director pursuant to any criminal statute or
the liability of a director for payment of taxes pursuant to local, state or
federal law. This Section 8.01 shall be applicable to any action taken or any
failure to take any action on or after January 27, 1987.
Section 8.02 Indemnification of Directors and Officers.
(a) The Corporation shall indemnify any director or officer, and may
indemnify any other employee or agent, who was or is a party to,
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or is threatened to be made a party to or who is called as a witness in
connection with any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
an action by or in the right of the Corporation by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding unless the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
(b) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 8.02 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any By-law, agreement, contract, vote of shareholders or
disinterested directors or pursuant to the direction, howsoever embodied, of any
court of competent jurisdiction or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office. It is
the policy of the Corporation that indemnification of, and advancement of
expenses to, directors and officers of the Corporation shall be made to the
fullest extent permitted by law. To this end, the provisions of this Section
8.02 shall be deemed to have been amended for the benefit of directors and
officers of the Corporation effective immediately upon any modification of this
Business Corporation Law of the Commonwealth of Pennsylvania (the "BCL") or the
Directors' Liability Act of the Commonwealth of Pennsylvania (the "DLA") which
expands or enlarges the power obligation of corporations organized under the BCL
or subject to the DLA to indemnify, or advance expenses to, directors and
officers of corporations.
(c) The Corporation shall pay expenses incurred by an officer or
director, and may pay expenses incurred by any other employee or agent, in
defending a civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation.
(d) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 8.02 shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
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officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
(e) The Corporation shall have the authority to create a fund of any
nature, which may, but need not be, under the control of a trustee, or otherwise
secure or insure in any manner, its indemnification obligations, whether arising
under these By-laws or otherwise. This authority shall include, without
limitation, the authority to (i) deposit funds in trust or in escrow, (ii)
establish any form of self-insurance, (iii) secure its indemnity obligation by
grant of a security interest, mortgage or other lien on the assets of the
Corporation; or (iv) establish a letter of credit, guaranty or surety
arrangement for the benefit of such persons in connection with the anticipated
indemnification or advancement of expenses contemplated by this Section 8.02.
The provisions of this Section 8.02 shall not be deemed to preclude the
indemnification of, or advancement of expenses to, any person who is not
specified in Paragraph (a) of this Section 8.02, but whom the Corporation has
the power or obligation to indemnify, or to advance expenses for, under the
provisions of the BCL or the DLA or otherwise. The authority granted by this
Paragraph (e) shall be exercised by the Board of Directors of the Corporation.
(f) The Corporation shall have the authority to enter into a separate
indemnification agreement with any officer, director, employee or agent of the
Corporation or any subsidiary providing for such indemnification of such person
as the Board of Directors shall determine up to the fullest extent permitted by
law.
(g) As soon as practicable after receipt by any person specified in
Paragraph (a) of this Section 8.02 of notice of the commencement of any action,
suit or proceeding specified in Paragraph (a) of this Section 8.02, such person
shall, if a claim with respect thereto may be made against the Corporation under
Section 8.02 of these By-laws, notify the Corporation in writing of the
commencement or threat thereof; however, the omission so to notify the
Corporation shall not relieve the Corporation from any liability under Section
8.02 of these By-laws unless the Corporation shall have been prejudiced thereby
or from any other lability which it may have to such person other than under
Section 8.02 of these Bylaws. With respect to any such action as to which such
person notifies the Corporation of the commencement or threat thereof, the
Corporation may participate therein at its own expense and, except as otherwise
provided below, to the extent that it desires, the Corporation jointly with any
other indemnifying party similarly notified, shall be entitled to assume the
defense thereof, with counsel selected by the Corporation to the reasonable
satisfaction of such person.
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After notice from the Corporation to such person of its election to assume the
defense thereof, the Corporation shall not be liable to such person under
Section 8.02 of these By-laws for any legal or other expenses subsequently
incurred by such person in connection with the defense thereof other than as
otherwise provided below. Such person shall have the right to employ his own
legal counsel in such action, but the fees and expenses of such counsel incurred
after notice from the Corporation of its assumption of the defense thereof shall
be at the expense of such person unless: (i) the employment of legal counsel by
such person shall have been authorized by the Corporation: (ii) such person
shall have reasonably concluded that there may be a conflict of interest between
the Corporation and such person in the conduct of the defense of such
proceeding; or (iii) the Corporation shall not in fact have employed legal
counsel to assume the defense of such action. The Corporation shall not be
entitled to assume the defense of any proceeding brought by or on behalf of the
Corporation or as to which such person shall have reasonably concluded that
there may be a conflict of interest. If indemnification under Section 8.02 of
these By-laws or advancement of expenses are not paid or made by the
Corporation, or on its behalf, within 90 days after a written claim for
indemnification or a request for an advancement of expenses has been received by
the Corporation, such person may, at any time thereafter, bring suit against the
Corporation to recover the unpaid amount of the claim or the advancement of
expenses. The right to indemnification and advancements of expenses provided
hereunder shall be enforceable by such person in any court of competent
jurisdiction. The burden of proving that indemnification is not appropriate
shall be on the Corporation. Expenses reasonably incurred by such person in
connection with successfully establishing the right to indemnification or
advancement of expenses, in whole or in part, shall also be indemnified by the
Corporation.
(h) A contract shall exist between the Corporation and its officers and
directors with respect to indemnification and advancement of expenses as
provided by this Section 8.02 and as otherwise provided by applicable law.
(i) The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have
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the power to indemnify him against such liability under the provision of this
Section 8.02.
Notwithstanding any other provisions of these By-laws, the approval of
shareholders shall be required to amend, alter, change, repeal or adopt any
provision as part of these By-laws which is inconsistent with the purpose or
intent of this Section 8.02, and if any such action shall be taken, it shall
become effective only on a prospective basis from and after the date of such
shareholder approval.
ARTICLE IX
GENERAL PROVISIONS
Section 9.01 Annual Report. The Board of Directors shall cause to be
prepared and furnished annually to the stockholders a written report of the
financial condition of the Corporation.
Section 9.02 Corporate Seal. The Board of Directors shall prescribe the
form of a suitable corporate seal, which shall contain the full name of the
Corporation and the year and state of incorporation.
Section 9.03 Fiscal Year. The fiscal year of the Corporation shall
begin on the first day of January and end on the thirty-first day of December in
each year.
Section 9.04 Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 9.05 Waiver of Notice. Whenever any notice is required to be
given under the provisions of the statutes, the Articles of Incorporation or
these By-Laws, a waiver thereof in writing signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Attendance of a person,
either in person or by proxy, at any meeting shall constitute a waiver of notice
of such meeting.
Section 9.06 Pennsylvania Business Corporation Law. Section 911.
Section 911 of the Pennsylvania Business Corporation Law shall not be applicable
to the Corporation.
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ARTICLE X
AMENDMENTS
Section 10.01 Amendments. These By-Laws may be altered, amended or
repealed by a majority vote of the shareholders entitled to vote thereon at any
regular or special meeting duly convened after notice to the shareholders of
that purpose or by a majority vote of the members of the Board of Directors at
any regular or special meeting duly convened after notice to the directors of
that purpose, subject always to the power of the shareholders to change such
action by the directors.
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================================================================================
CHEMICAL LEAMAN CORPORATION, as Issuer
and
FIRST UNION NATIONAL BANK, as Trustee
---------------------
INDENTURE
Dated as of June 16, 1997
--------------------
$100,000,000
10-3/8% Senior Notes due 2005, Series A
10-3/8% Senior Notes due 2005, Series B
================================================================================
<PAGE>
Cross-Reference Table
<TABLE>
<CAPTION>
Trust Indenture Indenture
Act Section Section
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<S> <C> <C>
ss.310 (a)(1)........................................................... 6.09
(a)(2)........................................................... 6.09
(a)(3)........................................................... Not Applicable
(a)(4)........................................................... Not Applicable
(b).............................................................. 6.05, 6.08, 6.10
ss.311 (a).............................................................. 6.05
(b).............................................................. 6.05
(c).............................................................. Not Applicable
ss.312 (a).............................................................. 3.05, 7.01
(b).............................................................. 7.02
(c).............................................................. 7.02
ss.313 (a).............................................................. 7.03
(b).............................................................. 7.03
(c).............................................................. 7.03
(d).............................................................. 7.03
ss.314 (a)(1)........................................................... 10.09
(a)(4)........................................................... 10.12
(b).............................................................. Not Applicable
(c)(1)........................................................... 1.03, 4.04, 10,21, 12.01
(c)(2)........................................................... 1.03, 4.04, 10.21, 12.01
(c)(3)........................................................... Not Applicable
(d).............................................................. Not Applicable
(e).............................................................. 1.03, 10.21
ss.315 (a).............................................................. 6.01(a)
(b).............................................................. 6.02
(c).............................................................. 6.01(b)
(d).............................................................. 6.01(c)
(e).............................................................. 5.14
ss.316 (a) (last sentence) ............................................. 1.01
(a)(1)(A)........................................................ 5.12
(a)(1)(B)........................................................ 5.13
(a)(2)........................................................... Not Applicable
(b).............................................................. 5.08
ss.317 (a)(1)........................................................... 5.03
(a)(2)........................................................... 5.04
(b).............................................................. 10.03
ss.318 (a).............................................................. 1.07
</TABLE>
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Note: This Cross-Reference Table shall not, for any purpose, be deemed a
part of the Indenture.
<PAGE>
TABLE OF CONTENTS
<TABLE>
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PARTIES.......................................................................................................1
RECITALS......................................................................................................1
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01. Definitions.....................................................................................1
Section 1.02. Rules of Construction..........................................................................27
Section 1.03. Form of Documents Delivered to Trustee.........................................................28
Section 1.04. Acts of Holders................................................................................28
Section 1.05. Notices, etc., to the Trustee, the Company and the Guarantors..................................29
Section 1.06. Notice to Holders; Waiver......................................................................30
Section 1.07. Conflict with Trust Indenture Act..............................................................30
Section 1.08. Effect of Headings and Table of Contents.......................................................31
Section 1.09. Successors and Assigns.........................................................................31
Section 1.10. Separability Clause............................................................................31
Section 1.11. Benefits of Indenture..........................................................................31
Section 1.12. GOVERNING LAW..................................................................................31
Section 1.13. No Recourse Against Others.....................................................................31
Section 1.14. Independence of Covenants......................................................................32
Section 1.15. Exhibits.......................................................................................32
Section 1.16. Counterparts...................................................................................32
Section 1.17. Duplicate Originals............................................................................32
ARTICLE TWO
SECURITY FORM
Section 2.01. Form and Dating................................................................................32
ARTICLE THREE
THE SECURITIES
Section 3.01. Title and Terms................................................................................33
Section 3.02. Registrar and Paying Agent.....................................................................34
Section 3.03. Execution and Authentication...................................................................34
Section 3.04. Temporary Securities...........................................................................36
Section 3.05. Transfer and Exchange..........................................................................37
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Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities...............................................38
Section 3.07. Payment of Interest; Interest Rights Preserved.................................................39
Section 3.08. Persons Deemed Owners..........................................................................40
Section 3.09. Cancellation...................................................................................41
Section 3.10. Computation of Interest........................................................................41
Section 3.11. Legal Holidays.................................................................................41
Section 3.12. CUSIP and CINS Numbers.........................................................................42
Section 3.13. Paying Agent To Hold Money in Trust............................................................42
Section 3.14. Deposits of Monies.............................................................................43
Section 3.15. Book-Entry Provisions for Global Securities....................................................43
Section 3.16. Special Transfer Provisions....................................................................45
ARTICLE FOUR
DEFEASANCE OR COVENANT DEFEASANCE
Section 4.01. Company's Option To Effect Defeasance or Covenant Defeasance...................................49
Section 4.02. Defeasance and Discharge.......................................................................50
Section 4.03. Covenant Defeasance............................................................................50
Section 4.04. Conditions to Defeasance or Covenant Defeasance................................................51
Section 4.05. Deposited Money and U.S. Government Obligations To Be Held in Trust; Other
Miscellaneous Provisions...................................................................53
Section 4.06. Reinstatement..................................................................................54
ARTICLE FIVE
REMEDIES
Section 5.01. Events of Default..............................................................................55
Section 5.02. Acceleration of Maturity; Rescission and Annulment.............................................57
Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee................................58
Section 5.04. Trustee May File Proofs of Claims..............................................................59
Section 5.05. Trustee May Enforce Claims Without Possession of Securities....................................60
Section 5.06. Application of Money Collected.................................................................61
Section 5.07. Limitation on Suits............................................................................61
Section 5.08. Unconditional Right of Holders To Receive Principal, Premium and Interest......................62
Section 5.09. Restoration of Rights and Remedies.............................................................62
Section 5.10. Rights and Remedies Cumulative.................................................................63
</TABLE>
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Section 5.11. Delay or Omission Not Waiver...................................................................63
Section 5.12. Control by Majority............................................................................63
Section 5.13. Waiver of Past Defaults........................................................................63
Section 5.14. Undertaking for Costs..........................................................................64
Section 5.15. Waiver of Stay, Extension or Usury Laws........................................................64
ARTICLE SIX
THE TRUSTEE
Section 6.01. Certain Duties and Responsibilities............................................................65
Section 6.02. Notice of Defaults.............................................................................66
Section 6.03. Certain Rights of Trustee......................................................................66
Section 6.04. Trustee Not Responsible for Recitals, Dispositions of Securities or Application
of Proceeds Thereof........................................................................68
Section 6.05. Trustee and Agents May Hold Securities; Collections; Etc.......................................68
Section 6.06. Money Held in Trust............................................................................68
Section 6.07. Compensation and Indemnification of Trustee and Its Prior Claim................................69
Section 6.08. Conflicting Interests..........................................................................69
Section 6.09. Corporate Trustee Required; Eligibility........................................................70
Section 6.10. Resignation and Removal; Appointment of Successor Trustee......................................70
Section 6.11. Acceptance of Appointment by Successor.........................................................72
Section 6.12. Merger, Conversion, Amalgamation, Consolidation or Succession to Business......................73
ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE
Section 7.01. Preservation of Information; Company To Furnish Trustee Names and Addresses of
Holders....................................................................................74
Section 7.02. Communications of Holders......................................................................74
Section 7.03. Reports by Trustee.............................................................................75
ARTICLE EIGHT
CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.
Section 8.01. Company May Consolidate, etc., Only on Certain Terms...........................................75
Section 8.02. Successor Substituted..........................................................................77
</TABLE>
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ARTICLE NINE
SUPPLEMENTAL INDENTURES AND WAIVERS
<S> <C>
Section 9.01. Supplemental Indentures, Agreements and Waivers Without Consent of Holders.....................78
Section 9.02. Supplemental Indentures, Agreements and Waivers with Consent of Holders........................79
Section 9.03. Execution of Supplemental Indentures, Agreements and Waivers...................................81
Section 9.04. Effect of Supplemental Indentures..............................................................82
Section 9.05. Conformity with Trust Indenture Act............................................................82
Section 9.06. Reference in Securities to Supplemental Indentures.............................................82
Section 9.07. Record Date....................................................................................82
Section 9.08. Revocation and Effect of Consents..............................................................83
ARTICLE TEN
COVENANTS
Section 10.01. Payment of Principal, Premium and Interest....................................................83
Section 10.02. Maintenance of Office or Agency...............................................................83
Section 10.03. Money for Security Payments To Be Held in Trust...............................................84
Section 10.04. Corporate Existence...........................................................................86
Section 10.05. Payment of Taxes and Other Claims.............................................................86
Section 10.06. Maintenance of Properties.....................................................................86
Section 10.07. Insurance.....................................................................................87
Section 10.08. Books and Records.............................................................................87
Section 10.09. Provision of Financial Statements.............................................................87
Section 10.10. Change of Control.............................................................................88
Section 10.11. Limitation on Indebtedness....................................................................91
Section 10.12. Statement by Officers as to Default...........................................................94
Section 10.13. Limitation on Restricted Payments.............................................................94
Section 10.14. Limitation on Transactions with Affiliates....................................................98
Section 10.15. Disposition of Proceeds of Asset Sales........................................................99
Section 10.16. Limitation on Liens..........................................................................104
Section 10.17. Limitation on Guarantees by Restricted Subsidiaries..........................................104
Section 10.18. Restrictions on Preferred Stock of Restricted Subsidiaries...................................105
Section 10.19. Limitation on Dividends and Other Payment Restrictions Affecting Restricted
Subsidiaries.............................................................................105
</TABLE>
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Section 10.20. Limitation on Designations of Unrestricted Subsidiaries......................................106
Section 10.21. Compliance Certificates and Opinions.........................................................108
ARTICLE ELEVEN
REDEMPTION OF SECURITIES
Section 11.01. Right of Redemption..........................................................................109
Section 11.02. Applicability of Article.....................................................................109
Section 11.03. Election To Redeem; Notice to Trustee........................................................109
Section 11.04. Selection by Trustee of Securities To Be Redeemed............................................109
Section 11.05. Notice of Redemption.........................................................................110
Section 11.06. Deposit of Redemption Price..................................................................111
Section 11.07. Securities Payable on Redemption Date........................................................111
Section 11.08. Securities Redeemed in Part..................................................................112
ARTICLE TWELVE
SATISFACTION AND DISCHARGE
Section 12.01. Satisfaction and Discharge of Indenture......................................................112
Section 12.02. Application of Trust Money...................................................................113
ARTICLE THIRTEEN
GUARANTEE OF SECURITIES
Section 13.01. Unconditional Guarantee......................................................................114
Section 13.02. Execution and Delivery of Security Guarantee.................................................115
Section 13.03. Release of a Guarantor.......................................................................116
Section 13.04. Waiver of Subrogation........................................................................116
Section 13.05. Reliance on Judicial Order or Certificate of Liquidating Agent Regarding
Dissolution, etc. of Guarantors..........................................................117
Section 13.06. Article Thirteen Applicable to Paying Agents.................................................118
Section 13.07. No Suspension of Remedies....................................................................118
Section 13.08. Limitation of Subsidiary Guarantor's Liability...............................................118
Section 13.09. Contribution from Other Guarantors...........................................................118
Section 13.10. Obligations Reinstated.......................................................................119
Section 13.11. No Obligation To Take Action Against the Company.............................................119
Section 13.12. Dealing with the Company and Others..........................................................119
</TABLE>
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<S> <C>
Exhibit A-1 - Form of Series A Security
Exhibit A-2 - Form of Series B Security
Exhibit B - Form of Legend for Book-Entry Securities
Exhibit C - Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB
Accredited Investors
Exhibit D - Form of Certificate To Be Delivered in Connection with Transfers Pursuant to
Regulation S
Exhibit E - Form of Security Guarantee
</TABLE>
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Note: This Table of Contents shall not, for any purpose, be deemed a part of
the Indenture.
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INDENTURE, dated as of June 16, 1997, between CHEMICAL LEAMAN
CORPORATION, a Pennsylvania corporation (the "Company"), as issuer, and FIRST
UNION NATIONAL BANK, as trustee (the "Trustee").
RECITALS
The Company has duly authorized the creation of an issue of (i) 10-3/8%
Senior Notes due 2005, Series A, and (ii) 10-3/8% Senior Notes due 2005, Series
B, to be issued in exchange for the 10-3/8% Senior Notes due 2005, Series A,
pursuant to the Registration Rights Agreement (together, the "Securities", such
term to include the Initial Securities, the Private Exchange Securities, if any,
and the Unrestricted Securities, if any, treated as a single class of securities
under this Indenture), of substantially the tenor and amount hereinafter set
forth, and to provide therefor the Company has duly authorized the execution and
delivery of this Indenture.
All things necessary have been done to make the Securities, when
executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company and to make this
Indenture a valid agreement of the Company and the Trustee in accordance with
the terms hereof.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Securities by the Holders (as hereinafter defined) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities, as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01. Definitions.
"Accounts Receivable Subsidiary" means Pickering Way Funding Corp. and
any other present or future Subsidiary of the Company that is, directly or
indirectly, wholly owned by the Company (other than director qualifying shares)
and organized for the purpose of and engaged in (i) purchasing, financing,
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and collecting accounts receivable obligations of customers of the Company or
its Subsidiaries, (ii) the sale or financing of such accounts receivable or
interests therein and (iii) other activities incident thereto.
"Acquired Indebtedness" means Indebtedness of a Person (i) assumed in
connection with an Asset Acquisition from such Person or (ii) existing at the
time such Person becomes a Restricted Subsidiary of any other Person (other than
any Indebtedness incurred in connection with, or in contemplation of, such Asset
Acquisition or such Person becoming such a Restricted Subsidiary).
"Act" has the meaning set forth in Section 1.04.
"Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of Voting Stock, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"Affiliate Transaction" has the meaning set forth in Section 10.14.
"Agent Members" has the meaning set forth in Section 3.15.
"Asset Acquisition" means (i) an Investment by the Company or any
Restricted Subsidiary in any other Person pursuant to which such Person will
become a Restricted Subsidiary or will be merged or consolidated with or into
the Company or any Restricted Subsidiary or (ii) the acquisition by the Company
or any Restricted Subsidiary of the assets of any Person which constitute
substantially all of the assets of such Person, or any division or line of
business of such Person, or which is otherwise outside of the ordinary course of
business.
"Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease or other disposition (including, without limitation, any merger,
consolidation or sale-leaseback transaction) to any Person other than the
Company or a Restricted Subsidiary, in one or a series of related transactions,
of (i) any Capital Stock of any Restricted Subsidiary; (ii) all or substantially
all of the assets of any
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division or line of business of the Company or any Restricted Subsidiary; or
(iii) any other properties or assets of the Company or any Restricted Subsidiary
other than in the ordinary course of business. For the purposes of this
definition, the term "Asset Sale" will not include (a) any sale, issuance,
conveyance, transfer, lease or other disposition of properties or assets that is
governed by Section 8.01; provided, however, that any transaction consummated in
compliance with Section 8.01 involving a sale, conveyance, transfer, lease or
other disposition of less than all of the properties or assets of the Company
shall be deemed to be an Asset Sale with respect to the properties or assets of
the Company that are not so sold, conveyed, transferred, leased or otherwise
disposed of in such transaction; (b) sales of property of equipment that have
become worn out, obsolete or damaged or otherwise unsuitable for use in
connection with the business of the Company or any Restricted Subsidiary, as the
case may be; (c) any sale, conveyance, transfer, lease or other disposition of
accounts receivables to an Accounts Receivable Subsidiary in the ordinary course
of business; or (d) any transaction consummated in compliance with Section
10.13. For purposes of Section 10.15, the term "Asset Sale" shall not include
any sale, conveyance, transfer, lease or other disposition of any property or
asset, whether in one transaction or a series of related transactions, (i)
involving assets with a Fair Market Value not in excess of $250,000 or (ii)
constituting a Capitalized Lease Obligation.
"Asset Sale Offer" has the meaning set forth in Section 10.15.
"Asset Sale Offer Purchase Date" has the meaning set forth in Section
10.15.
"Average Life to Stated Maturity" means, with respect to any
Indebtedness, as at any date of determination, the quotient obtained by dividing
(i) the sum of the products of (a) the number of years from such date to the
date or dates of each successive scheduled principal payment (including, without
limitation, any sinking fund requirements) of such Indebtedness multiplied by
(b) the amount of each such principal payment by (ii) the sum of all such
principal payments.
"Bankruptcy Law" means Title 11, United States Code or any similar
federal or state law relating to bankruptcy, insolvency, receivership,
winding-up, liquidation, reorganization or relief of debtors or the law of any
other jurisdiction relating to bankruptcy, insolvency, receivership, winding-up,
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liquidation, reorganization or relief of debtors or any amendment to, succession
to or change in any such law.
"Bankruptcy Order" means any court order made in a proceeding pursuant
to or within the meaning of any Bankruptcy Law, containing an adjudication of
bankruptcy or insolvency, or providing for liquidation, receivership,
winding-up, dissolution or reorganization, or appointing a Custodian of a debtor
or of all or any substantial part of a debtor's property, or providing for the
staying, arrangement, adjustment or composition of indebtedness or other relief
of a debtor.
"Board of Directors" means the board of directors of the Company or any
Guarantor, as the case may be, or any duly authorized committee of such board.
"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or any Guarantor, as the case
may be, to have been duly adopted by its respective Board of Directors and to be
in full force and effect on the date of such certification, and delivered to the
Trustee.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in the City of New York,
State of New York are authorized or obligated by law, regulation or executive
order to close.
"Capital Stock" means, with respect to any Person, any and all shares,
interests, participation, rights in or other equivalents (however designated) of
such Person's capital stock, and any rights (other than debt securities
convertible into capital stock), warrants or options exchangeable for or
convertible into such capital stock.
"Capitalized Lease Obligation" means any obligation under a lease of
(or other agreement conveying the right to use) any property (whether real,
personal or mixed) that is required to be classified and accounted for as a
capital lease obligation under GAAP, and, for the purpose of this Indenture, the
amount of such obligation at any date shall be the capitalized amount thereof at
such date, determined in accordance with GAAP consistently applied.
"Cash Equivalents" means, at any time, (i) any evidence of Indebtedness
with a maturity of not more than one year issued or directly and fully
guaranteed or insured by the
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United States of America or any agency or instrumentality thereof (provided that
the full faith and credit of the United States of America is pledged in support
thereof); (ii) certificates of deposit or acceptances with a maturity of not
more than one year of any financial institution that is a member of the Federal
Reserve System having combined capital and surplus and undivided profits of not
less than $500,000,000; (iii) commercial paper with a maturity of not more than
one year issued by a corporation that is not an Affiliate of the Company
organized under the laws of any state of the United States or the District of
Columbia and rated at least A-1 by Standard & Poor's Corporation or at least P-1
by Moody's Investors Service, Inc.; and (iv) repurchase obligations with a term
of not more than seven days for underlying securities of the types described in
clauses (i) and (ii) above entered into with any financial institution meeting
the qualifications specified in clause (ii) above.
"Cedel" means Cedel Bank, Societe anonyme.
"Change of Control" means the occurrence of any of the following events
(whether or not approved by the Board of Directors of the Company): (i) any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), other than Permitted Holders, is or becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a Person shall be deemed to have "beneficial ownership" of all securities that
such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of 50%
of the total voting power of the then outstanding Voting Stock of the Company;
(ii) the Company consolidates with, or merges with or into, another Person
(other than a Wholly-Owned Restricted Subsidiary) or sells, assigns, conveys,
transfers, leases or otherwise disposes of all or substantially all of its
assets to any Person (other than a Wholly Owned Restricted Subsidiary), other
than any such transaction where the holders of the Voting Stock of the Company
immediately prior to such transaction own, directly or indirectly, not less than
a majority of the total voting power of the then outstanding Voting Stock of the
surviving or transferee corporation immediately after such transaction; (iii)
during any consecutive two-year period, individuals who at the beginning of such
period constituted the Board of Directors of the Company (together with any new
directors whose election by such board or whose nomination for election by the
stockholders of the Company was approved by a vote of 66 2/3% of the directors
then still in office who were either directors at the beginning of such period
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or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority of the Board of Directors of the Company
then in office; or (iv) any order, judgment or decree shall be entered against
the Company decreeing the dissolution or split up of the Company and such order
shall remain undischarged or unstayed for a period in excess of sixty days.
"Change of Control Offer" has the meaning set forth in Section 10.10.
"Change of Control Purchase Date" has the meaning set forth in Section
10.10.
"Commission" means the Securities and Exchange Commission, as from time
to time constituted, or if at any time after the execution of this Indenture the
Securities and Exchange Commission is not existing and performing the applicable
duties now assigned to it, then the body or bodies performing such duties at
such time.
"Company" means the person named as the "Company" in the first
paragraph of this Indenture, until a successor person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor person.
"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any one of its Chairman of the Board, its
Vice-Chairman, its Chief Executive Officer, its President or a Vice President,
and by its Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, and delivered to the Trustee.
"Consolidated Cash Flow Available for Fixed Charges" means, for any
period, (i) the sum of, without duplication, the amounts for such period, taken
as a single accounting period, of (a) Consolidated Net Income, (b) to the extent
reducing Consolidated Net Income, Consolidated Non-cash Charges, (c) to the
extent reducing Consolidated Net Income, Consolidated Interest Expense, and (d)
to the extent reducing Consolidated Net Income, Consolidated Income Tax Expense
less (ii) other non-cash items increasing Consolidated Net Income for such
period.
"Consolidated Fixed Charge Coverage Ratio" means the ratio of the
aggregate amount of Consolidated Cash Flow Available for Fixed Charges of the
Company for the four full fiscal quarters immediately preceding the date of the
transaction (the
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"Transaction Date") giving rise to the need to calculate the Consolidated Fixed
Charge Coverage Ratio for which consolidated financial information of the
Company is available (such four full fiscal quarter period being referred to
herein as the "Four Quarter Period") to the aggregate amount of Consolidated
Fixed Charges of the Company for such Four Quarter Period. For purposes of this
definition, "Consolidated Cash Flow Available for Fixed Charges" and
"Consolidated Fixed Charges" will be calculated, without duplication, after
giving effect on a pro forma basis for the period of such calculation to (i) the
incurrence of any Indebtedness of the Company or any of the Restricted
Subsidiaries during the period commencing on the first day of the Four Quarter
Period to and including the Transaction Date (the "Reference Period"),
including, without limitation, the incurrence of the Indebtedness giving rise to
the need to make such calculation, as if such incurrence occurred on the first
day of the Reference Period, (ii) an adjustment to eliminate or include, as
applicable, the Consolidated Cash Flow Available for Fixed Charges and
Consolidated Fixed Charges of the Company directly attributable to assets which
are the subject of any Asset Sale or Asset Acquisition (including, without
limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of the Company or one of the Restricted Subsidiaries
(including any Person who becomes a Restricted Subsidiary as a result of the
Asset Acquisition) incurring Acquired Indebtedness) occurring during the
Reference Period, as if such Asset Sale or Asset Acquisition occurred on the
first day of the Reference Period and (iii) the retirement of Indebtedness
during the Reference Period which cannot thereafter be reborrowed occurring as
if retired on the first day of the Reference Period. In calculating
"Consolidated Fixed Charges" for purposes of determining the denominator (but
not the numerator) of this "Consolidated Fixed Charge Coverage Ratio," (1)
interest on Indebtedness determined on a fluctuating basis as of the Transaction
Date and which will continue to be so determined thereafter will be deemed to
accrue at a fixed rate per annum equal to the rate of interest on such
Indebtedness in effect on the Transaction Date; (2) if interest on any
Indebtedness actually incurred on the Transaction Date may optionally be
determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rates, then the interest rate in
effect on the Transaction Date shall be deemed to have been in effect during the
Reference Period; and (3) notwithstanding clause (1) above, interest on
Indebtedness determined on a fluctuating basis, to the extent such interest is
covered by agreements relating to Interest Rate Protection Obligations, will be
deemed to accrue at the rate per annum resulting after giving effect to the
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operation of such agreements. If the Company or any Restricted Subsidiaries
directly or indirectly guarantees Indebtedness of a third Person, the above
definition will give effect to the incurrence of such guaranteed Indebtedness as
if the Company or any Restricted Subsidiary had directly incurred or otherwise
assumed such guaranteed Indebtedness. For purposes of this definition, with
respect to any calculation pursuant to which the Four Quarter Period includes a
fiscal quarter prior to March 30, 1997, "Consolidated Cash Flow Available for
Fixed Charges" and "Consolidated Fixed Charges" will be calculated, without
duplication, as if any Accounts Receivable Subsidiary was an Unrestricted
Subsidiary at all times during such Four Quarter Period.
"Consolidated Fixed Charges" means, for any period, the sum of, without
duplication, the amounts for such period of (i) Consolidated Interest Expense;
and (ii) the aggregate amount of cash dividends and other distributions paid or
accrued during such period in respect of Redeemable Capital Stock of the
Company.
"Consolidated Income Tax Expense" means, for any period, the provision
for federal, state, local and foreign income taxes payable by the Company and
the Restricted Subsidiaries for such period as determined on a consolidated
basis in accordance with GAAP.
"Consolidated Interest Expense" means, for any period, without
duplication, the sum of (a) the interest expense of the Company and the
Restricted Subsidiaries for such period as determined on a consolidated basis in
accordance with GAAP, including, without limitation, (i) any amortization of
debt discount attributable to such period, (ii) the net cost under Interest Rate
Protection Obligations (including any amortization of discounts), (iii) the
interest portion of any deferred payment obligation, (iv) all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing and (v) all capitalized interest and all accrued
interest, and (b) all but the principal component of Capitalized Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by the Company
and the Restricted Subsidiaries during such period and as determined on a
consolidated basis in accordance with GAAP.
"Consolidated Net Income" means, for any period, the consolidated net
income (or loss) of the Company and the Restricted Subsidiaries for such period
as determined in accordance with GAAP, adjusted, to the extent included in
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calculating such net income, by excluding, without duplication, (i) all
extraordinary gains or losses (net of fees and expenses relating to the
transaction giving rise thereto), (ii) income of the Company and its Restricted
Subsidiaries derived from or in respect of Investments in Unrestricted
Subsidiaries, except to the extent that cash dividends or distributions are
actually received by the Company or a Restricted Subsidiary, (iii) the portion
of net income (or loss) of the Company and the Restricted Subsidiaries allocable
to minority interests in unconsolidated Persons, except to the extent that cash
dividends or distributions are actually received by the Company or one of the
Restricted Subsidiaries, (iv) net income (or loss) of any Person combined with
the Company or one of the Restricted Subsidiaries in a "pooling of interests"
basis attributable to any period prior to the date of combination, (v) gains or
losses in respect of any Asset Sales by the Company or one of the Restricted
Subsidiaries (net of fees and expenses relating to the transaction giving rise
thereto), and (vi) the net income of any Restricted Subsidiary to the extent
that the declaration of dividends or similar distributions by that Restricted
Subsidiary of that income is not at the time permitted, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulations applicable to that
Restricted Subsidiary or its stockholders.
"Consolidated Net Worth" with respect to any Person means the equity of
the holders of Capital Stock of such Person and its Restricted Subsidiaries
(excluding any Redeemable Capital Stock), as reflected in a balance sheet of
such Person determined on a consolidated basis and in accordance with GAAP.
"Consolidated Non-cash Charges" means, for any period, the aggregate
depreciation, amortization and other non-cash expenses of the Company and the
Restricted Subsidiaries reducing Consolidated Net Income for such period (other
than any non-cash item requiring an accrual or reserve for cash disbursements in
any future period), determined on a consolidated basis in accordance with GAAP.
"consolidation" means, with respect to any Person, the consolidation of
the accounts of its Restricted Subsidiaries with those of such Person, all in
accordance with GAAP; provided, however, that "consolidation" will not include
consolidation of the accounts of any Unrestricted Subsidiary with the accounts
of such Person. The term "consolidated" has a correlative meaning to the
foregoing.
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"Consulting Agreement" means the Consultant Agreement between the
Company and George McFadden dated as of January 1, 1995, as amended and in
effect from time to time.
"Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is located
at 40 Broad Street, Suite 550, Fifth Floor, New York, New York 10004.
"covenant defeasance" has the meaning set forth in Section 4.03.
"Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company against fluctuations in currency values.
"Custodian" means any receiver, interim receiver, receiver and manager,
receiver-manager, trustee, assignee, liquidator, sequestrator or similar
official under any Bankruptcy Law or any other law respecting secured creditors
and the enforcement of their security or any other person with like powers
whether appointed judicially or out of court and whether pursuant to an interim
or final appointment.
"Default" means any event that is, or after notice or passage of time
or both would be, an Event of Default.
"Defaulted Interest" has the meaning set forth in Section 3.07.
"defeasance" has the meaning set forth in Section 4.02.
"Defeased Securities" has the meaning set forth in Section 4.01.
"Depository" means The Depository Trust Company, its nominees and
successors.
"Designation" has the meaning set forth in Section 10.20.
"Designation Amount" has the meaning set forth in Section 10.20.
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"Domestic Subsidiary" means a Restricted Subsidiary organized
under the laws of the United States, any State or territory thereof or the
District of Columbia.
"Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
Office, as operator of the Euroclear System.
"Event of Default" has the meaning set forth in Section 5.01.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the Commission thereunder.
"Exchange Offer" has the meaning specified in the Registration Rights
Agreement.
"Exchange Securities" means the 10-3/8% Senior Notes due 2005,
Series B, to be issued in exchange for the Initial Securities pursuant to the
Registration Rights Agreement.
"Fair Market Value" means, with respect to any asset, the price which
could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of which is under pressure
or compulsion to complete the transaction. Fair Market Value shall be determined
by the Board of Directors of the Company acting in good faith evidenced by a
Board Resolution delivered to the Trustee.
"Four Quarter Period" has the meaning set forth in the definition of
"Consolidated Fixed Charge Coverage Ratio."
"GAAP" means, at any date of determination, generally accepted
accounting principles in effect in the United States which are applicable at the
date of determination and which are consistently applied for all applicable
periods.
"Global Securities" means one or more Regulation S Global Securities
and 144A Global Securities.
"guarantee" means, as applied to any obligation, (i) a guarantee (other
than by endorsement of negotiable instruments for collection in the ordinary
course of business), direct or indirect, in any manner, of any part or all of
such obligation and (ii) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
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any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit. A guarantee shall include,
without limitation, any agreement to maintain or preserve any other Person's
financial condition or to cause any other Person to achieve certain levels of
operating results.
"Guarantor" means each Domestic Subsidiary, formed, created or acquired
before or after the Issue Date, required to become a Guarantor after the Issue
Date pursuant to Section 10.17.
"Holder" or "Securityholder" means a Person in whose name a Security is
registered in the Security Register.
"incur" has the meaning set forth in Section 10.11. "Incurrence,"
"incurred" and "incurring" shall have the meanings correlative to the foregoing.
"Indebtedness" means, with respect to any Person, without duplication,
(i) all indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services, excluding any trade payable and other
accrued current liabilities incurred in the ordinary course of business, but
including, without limitation, all obligations, contingent or otherwise, of such
Person in connection with any letters of credit, bankers acceptance or other
similar credit transaction and in connection with any agreement to purchase,
redeem, exchange, convert or otherwise acquire for value any Capital Stock of
such Person, or any warrants, rights or options to acquire such Capital Stock,
now or hereafter outstanding, (ii) all obligations of such Person evidenced by
bonds, notes, debentures or other similar instruments, (iii) all indebtedness
created or arising under any conditional sale or other title retention agreement
with respect to property acquired by such Person (even if the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property), but excluding trade
accounts payable arising in the ordinary course of business, (iv) all
Capitalized Lease Obligations of such Person, (v) all Indebtedness referred to
in the preceding clauses of other Persons and all dividends of other Persons,
the payment of which is secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien upon
property (including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness (the amount of such obligation being deemed to be
the lesser of the value of such property or asset or the amount of the
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obligation so secured), (vi) all guarantees of Indebtedness by such Person,
(vii) except for purposes of Section 10.13, all Redeemable Capital Stock valued
at the greater of its voluntary or involuntary maximum fixed repurchase price
plus accrued and unpaid dividends, (viii) all obligations under or in respect of
Currency Agreements and Interest Rate Protection Obligations of such Person, and
(ix) any amendment, supplement, modification, deferral, renewal, extension or
refunding of any liability of the types referred to in clauses (i) through
(viii) above. For purposes hereof, the "maximum fixed repurchase price" of any
Redeemable Capital Stock which does not have a fixed repurchase price will be
calculated in accordance with the terms of such Redeemable Capital Stock as if
such Redeemable Capital Stock were purchased on any date on which Indebtedness
will be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the Fair Market Value of such Redeemable Capital
Stock, such Fair Market Value is to be determined in good faith by the Board of
Directors of the issuer of such Redeemable Capital Stock. Indebtedness (a) shall
never be calculated taking into account any cash and cash equivalents held by
such Person; (b) shall not include obligations of any Person (x) arising from
the honoring by a bank or other financial institution of a check, draft or
similar instrument inadvertently drawn against insufficient funds in the
ordinary course of business, provided that such obligations are extinguished
within two Business Days of their incurrence or (y) resulting from the
endorsement of negotiable instruments for collection in the ordinary course of
business and consistent with past business practices; and (c) which provides
that an amount less than the principal amount thereof shall be due upon any
declaration of acceleration thereof shall be deemed to be incurred or
outstanding in an amount equal to the accreted value thereof at the date of
determination.
"Indenture" means this instrument as originally executed (including all
exhibits and schedules hereto) and as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof.
"Indenture Obligations" means the obligations of the Company and any
other obligor under this Indenture or under the Securities, to pay principal of,
premium, if any, and interest on the Securities when due and payable, whether at
maturity, by acceleration, call for redemption or repurchase or otherwise, and
all other amounts due or to become due under or in connection with this
Indenture, the Securities or the Security Guarantees and the performance of all
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other obligations to the Trustee (including, but not limited to, payment of all
amounts due the Trustee under Section 6.07 hereof) and the Holders of the
Securities under this Indenture, the Securities and the Security Guarantees,
according to the terms thereof.
"Independent Financial Advisor" means a nationally recognized
accounting, appraisal or investment banking firm (i) which does not, and whose
directors, officers and employees or Affiliates do not have, a direct or
indirect financial interest in the Company and (ii) which, in the judgment of
the Board of Directors of the Company, is otherwise independent and qualified to
perform the task for which it is to be engaged.
"Initial Purchasers" means Merrill Lynch and Schroder Wertheim & Co.
Incorporated.
"Initial Securities" means the 10-3/8% Senior Notes due 2005, Series A,
of the Company.
"Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.
"interest," when used with respect to any Security, means the amount of
all interest accruing on such Security, including all additional interest
payable on the Securities pursuant to the Registration Rights Agreement and all
interest accruing subsequent to the occurrence of any events specified in
Sections 5.01(h), (i) and (j) or which would have accrued but for any such
event, whether or not such claims are allowable under applicable law.
"Interest Payment Date" means, when used with respect to any Security,
the Stated Maturity of an installment of interest on such Security, as set forth
in such Security.
"Interest Rate Protection Obligations" means the obligations
of any Person pursuant to any arrangement with any other Person whereby,
directly or indirectly, such Person is entitled to receive from time to time
periodic payments calculated by applying either a floating or a fixed rate of
interest on a stated notional amount in exchange for periodic payments made by
such Person calculated by applying a fixed or a floating rate of interest on the
same notional amount or any other arrangement involving payments by or to such
Person based upon fluctuations in interest rates.
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"Investment" means, with respect to any Person, any direct or indirect
advance, loan or other extension of credit (including by means of a guarantee)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others or otherwise), or any purchase or acquisition by such Person of any
Capital Stock, bonds, notes, debentures or other securities or evidences of
Indebtedness issued by any other Person. Investments shall exclude extensions of
trade credit on commercially reasonable terms in accordance with normal trade
practices. In addition to the foregoing, any Currency Agreement, Interest Rate
Protection Obligation or similar agreement shall constitute an Investment.
"Issue Date" means June 16, 1997.
"Lien" means any mortgage, charge, pledge, lien (statutory or other),
privilege, security interest, hypothecation, cessation and transfer, lease of
real property, assignment for security, claim, deposit arrangement, or
preference or priority or other encumbrance upon or with respect to any property
of any kind, whether real, personal or mixed, movable or immovable, now owned or
hereafter acquired. A Person shall be deemed to own subject to a Lien any
property which it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title
retention agreement.
"Material Subsidiary" means each Restricted Subsidiary of the Company
that is a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X
under the Securities Act and the Exchange Act (as such regulation is in effect
on the Issue Date).
"Maturity Date" means, with respect to any Security, the date on which
any principal of such Security becomes due and payable as therein or herein
provided, whether at the Stated Maturity with respect to such principal or by
declaration of acceleration, call for redemption or purchase or otherwise.
"Merrill Lynch" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
"Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds
thereof in the form of cash or Cash Equivalents including payments in respect of
deferred payment obligations when received in the form of cash or Cash
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Equivalents (except to the extent that such obligations are financed or sold
with recourse to the Company or any Restricted Subsidiary) net of (i) brokerage
commissions and other reasonable fees and expenses (including fees and expenses
of legal counsel and investment bankers) related to such Asset Sale, (ii)
provisions for all taxes payable as a result of such Asset Sale, (iii) amounts
required to be paid to any Person (other than the Company or any Restricted
Subsidiary) owning a beneficial interest in or having a Lien on the assets
subject to the Asset Sale and (iv) appropriate amounts to be provided by the
Company or any Restricted Subsidiary, as the case may be, as a reserve required
in accordance with GAAP consistently applied against any liabilities associated
with such Asset Sale and retained by the Company or any Restricted Subsidiary,
as the case may be, after such Asset Sale, including, without limitation,
pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale (provided that the amount of any such reserves
shall be deemed to constitute Net Cash Proceeds at the time such reserves shall
have been released or are not otherwise required to be retained as a reserve).
"New Revolving Credit Facility" means the Credit Agreement dated as of
June 16, 1997 among the Company, CoreStates Bank, N.A., as Administrative Agent
(or any successor administrative agent), and the other financial institutions
signatory thereto from time to time, as in effect on the Issue Date, and as such
agreement may be amended, renewed, extended, refinanced, substituted or replaced
in whole, supplemented or otherwise modified from time to time, and includes (a)
related Notes, guarantees and other agreements executed in connection therewith
and (b) any agreement (i) extending the maturity of all or any portion of the
Indebtedness thereunder, (ii) adding guarantors thereunder and (iii) increasing
the amount to be borrowed thereunder; provided, however, that in the case of
clauses (ii) and (iii), any such agreement is not prohibited by the Indenture.
"Non-U.S. Person" has the meaning assigned to such term in Regulation
S.
"Offering Memorandum" means the Offering Memorandum dated June 10, 1997
pursuant to which the Securities were offered, and any supplement thereto.
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"Officer" means, with respect to the Company or any Guarantor, the
Chairman of the Board, a Vice Chairman, the President, a Vice President, the
Secretary or the Treasurer.
"Officers' Certificate" means a certificate complying with the
requirements of Section 10.21 signed by the Chairman of the Board, a Vice
Chairman, the President or a Vice President, and by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer, of the Company or any
Guarantor, as the case may be, and delivered to the Trustee.
"144A Global Security" means a permanent global security in registered
form representing the aggregate principal amount of Securities sold in reliance
on Rule 144A under the Securities Act.
"Opinion of Counsel" means a written opinion of counsel complying with
the requirements of Section 10.21 who may be counsel for the Company, a
Guarantor, or the Trustee, and who shall not be unacceptable to the Trustee.
"Other Indebtedness" has the meaning set forth in Section 10.17.
"Other Senior Debt Pro Rata Share" means the amount of the Net Cash
Proceeds obtained by multiplying the amount of such Net Cash Proceeds by a
fraction, (i) the numerator of which is the lesser of the aggregate principal
face amount or accreted value of all Indebtedness (other than (x) the Securities
and (y) Subordinated Indebtedness) of the Company and any Guarantor outstanding
at the time of the applicable Asset Sale with respect to which the Company or a
Guarantor, as the case may be, is required to use Net Cash Proceeds to repay or
make an offer to purchase and repay and (ii) the denominator of which is the sum
of (a) the aggregate principal amount of all Securities outstanding at the time
of the applicable Asset Sale and (b) the lesser of the aggregate principal face
amount or accreted value of all other Indebtedness (other than Subordinated
Indebtedness) of the Company or a Guarantor outstanding at the time of the
applicable Asset Sale with respect to which the Company or a Guarantor, as the
case may be, is required to use the Net Cash Proceeds to repay or to offer to
purchase and repay.
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"Outstanding" means, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture, except:
(i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;
(ii) Securities, or portions thereof, for whose payment or redemption
money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company or any Guarantor or any
Affiliate thereof) in trust or set aside and segregated in trust by the
Company or any Guarantor or any Affiliate thereof (if the Company or such
Guarantor or Affiliate shall act as Paying Agent) for the Holders of such
Securities; provided, however, that if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made;
(iii) Securities with respect to which the Company has effected
defeasance or covenant defeasance as provided in Article Four, to the
extent provided in Sections 4.02 and 4.03; and
(iv) Securities in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture and in
respect of which there shall not have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands the Securities are valid obligations of the Company;
provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company, any Guarantor or any other obligor upon the Securities or any
Affiliate of the Company, any Guarantor or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities that a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded.
The Company shall notify the Trustee, in writing, when it repurchases or
otherwise acquires Securities, of the aggregate principal amount of such
Securities so repurchased or otherwise acquired. Securities so owned which have
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been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company, any
Guarantor or any other obligor upon the Securities or any Affiliate of the
Company, any Guarantor or such other obligor. If the Paying Agent holds, in its
capacity as such, on any Maturity Date or on any optional redemption date money
sufficient to pay all accrued interest and principal with respect to such
Securities payable on that date and is not prohibited from paying such money to
the Holders thereof pursuant to the terms of this Indenture, then on and after
that date such Securities shall cease to be Outstanding and interest on them
shall cease to accrue. Securities may also cease to be outstanding to the extent
expressly provided in Article Four.
"Outstanding Preferred Stock" means all shares of Preferred Stock of
the Company issued and outstanding as of the Issue Date.
"Paying Agent or Agent" has the meaning set forth in Section 3.02.
"Permitted Holders" means, at any particular date, (i) each of (A)
David R. Hamilton, (B) George McFadden and (C) John McFadden; (ii) the spouse,
ancestors, siblings, descendants (including children or grandchildren by
adoption) of (A) any of the Persons described in clause (i) or (B) any spouse,
ancestor, sibling or descendent (including children or grandchildren by
adoption) of any of the Persons described in clause (i); (iii) in the event of
the incompetence or death of any of the Persons described in clauses (i) and
(ii), such Person's estate, executor, administrator, committee or other personal
representative, in each case who shall beneficially own or have the right to
acquire, directly or indirectly, Capital Stock of the Company; (iv) any trusts
created for the benefit of the Persons described in clause (i), (ii) or (iii) or
any trust for the benefit of any such trust.
"Permitted Indebtedness" has the meaning set forth in Section 10.11.
"Permitted Investments" means (a) Cash Equivalents; (b) Investments in
prepaid expenses, negotiable instruments held for collection and lease, utility
and workers' compensation, performance and other similar deposits; (c) loans and
advances to employees made in the ordinary course of business not to exceed
$250,000 in the aggregate at any one time outstanding; (d) loans and advances to
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David R. Hamilton made after the Issue Date not to exceed $350,000 in the
aggregate at any one time outstanding; (e) Interest Rate Protection Obligations
and Currency Agreements permitted under clause (vii) or (viii) of the second
paragraph of Section 10.11; (f) Investments represented by accounts receivable
created or acquired in the ordinary course of business; (g) Investments in the
form of the sale (on a "true-sale" non-recourse basis) of receivables
transferred from the Company or any Restricted Subsidiary to an Accounts
Receivable Subsidiary as a capital contribution or in exchange for Indebtedness
of such Accounts Receivable Subsidiary or cash in the ordinary course of
business; (h) Investments existing on the Issue Date and any renewal or
replacement thereof on terms and conditions no less favorable in any respect
than that existing on the Issue Date; (i) any Investment to the extent that the
consideration therefor is Capital Stock (other than Redeemable Capital Stock) of
the Company; and (j) bonds, Securities, debentures or other securities received
in connection with an Asset Sale permitted under Section 10.15, not to exceed
15% of the total consideration in such Asset Sale.
"Permitted Liens" means (a) Liens on property of (or Capital Stock of)
a Person existing at the time such Person (i) is merged into or consolidated
with the Company or any Restricted Subsidiary or (ii) becomes a Restricted
Subsidiary; provided, however, that such Liens were in existence prior to the
contemplation of such merger, consolidation or acquisition and do not attach to
any property or assets of the Company or any Restricted Subsidiary other than
the property or assets subject to the Liens prior to such merger, consolidation
or acquisition; (b) Liens imposed by law such as landlords', carriers',
warehousemen's and mechanics' Liens and other similar Liens arising in the
ordinary course of business which secure payment of obligations not more than 60
days past due or which are being contested in good faith and by appropriate
proceedings; (c) Liens existing on the Issue Date; (d) Liens securing only the
Securities; (e) Liens in favor of the Company or any Restricted Subsidiary; (f)
Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent for more than 90 days or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded; provided,
however, that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor; (g) easements, reservation
of rights of way, restrictions and other similar easements, licenses,
restrictions on the use of properties, or imperfections of title that in the
aggregate are not material in amount and do not in any case materially detract
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from the properties subject thereto or interfere with the ordinary conduct of
the business of the Company and the Restricted Subsidiaries; (h) Liens resulting
from the deposit of cash or notes in connection with contracts, tenders or
expropriation proceedings, or to secure workers' compensation, surety or appeal
bonds, costs of litigation when required by law, public and statutory
obligations, obligations under franchise arrangements entered into in the
ordinary course of business and other obligations of a similar nature arising in
the ordinary course of business; (i) Liens on property of the Company securing
the New Revolving Credit Facility; (j) Liens securing Indebtedness consisting of
Capitalized Lease Obligations, Purchase Money Indebtedness (other than
Indebtedness incurred in connection with an Asset Acquisition), mortgage
financings, industrial revenue bonds or other monetary obligations, in each case
incurred solely for the purpose of financing all or any part of the purchase
price or cost of construction or installation of assets used in the business of
the Company or the Restricted Subsidiaries, or repairs, additions or
improvements to such assets; provided, however, that (I) such Liens secure
Indebtedness in an amount not in excess of the original purchase price or the
original cost of any such assets or repair, addition or improvement thereto
(plus an amount equal to the reasonable fees and expenses in connection with the
incurrence of such Indebtedness), (II) such Liens do not extend to any other
assets of the Company or the Restricted Subsidiaries (and, in the case of
repairs, additions or improvements to any such assets, such Lien extends only to
the assets (and improvements thereto or thereon) repaired, added to or
improved), (III) the incurrence of such Indebtedness is permitted under Section
10.11 and (IV) such Liens attach prior to 90 days after such purchase,
construction, installation, repair, addition or improvement; (k) Liens to secure
any Refinancings (or successive Refinancings), in whole or in part, of any
Indebtedness secured by Liens referred to in the clauses above so long as such
Lien does not extend to any other property (other than improvements thereto);
(l) Liens securing letters of credit entered into in the ordinary course of
business and consistent with past business practice; (m) Liens on and pledges of
the Capital Stock of any Unrestricted Subsidiary securing any Indebtedness of
such Unrestricted Subsidiary; (n) leases or subleases granted to others that do
not materially interfere with the ordinary course of business of the Company and
the Restricted Subsidiaries, taken as a whole; (o) any interest or title of a
lessor in the property subject to any lease or located on the real property
subject to any lease; (p) Liens arising from the rendering of a final judgment
or order against the Company or any Restricted Subsidiary that does not give
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rise to an Event of Default; and (q) Liens on property existing at the time such
property is acquired by the Company or any Restricted Subsidiary so long as such
acquisition (including the assumption of any Indebtedness in connection
therewith) does not violate any of the terms of the Indenture and such Liens
were in existence prior to the contemplation of such acquisition and do not
attach to any other property of the Company or such Restricted Subsidiary.
"Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Physical Securities" has the meaning set forth in Section 3.03.
"Preferred Stock" means, with respect to any Person, Capital Stock of
any class or classes (however designated) of such Person which is preferred as
to the payment of dividends or distributions, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over Capital Stock of any other class of such Person.
"Private Exchange Securities" has the meaning set forth in the
Registration Rights Agreement.
"Private Placement Legend" shall mean the legend initially set forth in
the Securities in the form set forth on Exhibit A-1.
"Purchase Money Indebtedness" means Indebtedness of the Company or any
Restricted Subsidiary incurred for the purpose of financing all or any part of
the purchase price or the cost of construction or improvement of any property,
provided that the aggregate principal amount of such Indebtedness does not
exceed the lesser of the Fair Market Value of such property or such purchase
price or cost.
"Qualified Institutional Buyer" or "QIB" has the meaning specified in
Rule 144A under the Securities Act.
"Redeemable Capital Stock" means any class or series of Capital Stock
to the extent that, either by its terms, by the terms of any security into which
it is convertible or exchangeable, or by contract or otherwise, is or upon the
happening of an event or passage of time would be, required to be redeemed prior
to the final Stated Maturity of the Securities or is redeemable at the option of
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the holder thereof at any time prior to such Stated Maturity, or is convertible
into or exchangeable for debt securities at any time prior to such Stated
Maturity.
"Redemption Date" means, with respect to any particular Security to be
redeemed, the date fixed for such redemption pursuant to this Indenture and the
terms of the Securities.
"Redemption Price" means, with respect to any particular Security to be
redeemed, the price at which such Security is to be redeemed pursuant to this
Indenture and the terms of the Securities.
"Reference Period" has the meaning set forth in the definition of
"Consolidated Fixed Charge Coverage Ratio."
"Refinance" means, with respect to any Indebtedness, any refinancing,
redemption, retirement, renewal, replacement, extension or refunding of such
Indebtedness.
"Registrable Securities" has the meaning set forth in the Registration
Rights Agreement.
"Registrar" has the meaning set forth in Section 3.02.
"Registration Rights Agreement" means the Registration Rights Agreement
dated as of June 16, 1997 by and between the Company and the Initial Purchasers,
as the same may be amended, supplemented or otherwise modified from time to time
in accordance with the terms thereof.
"Regular Record Date" means the Regular Record Date specified in the
Securities.
"Regulation S" means Regulation S under the Securities Act.
"Regulation S Global Security" means a permanent global Security in
registered form representing the aggregate principal amount of Securities sold
in reliance on Regulation S under the Securities Act.
"Required Filing Dates" has the meaning set forth in Section 10.09.
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"Responsible Officer" means, with respect to the Trustee, the chairman
or vice chairman of the board of directors, the chairman or vice chairman of the
executive committee of the board of directors, the president, any vice
president, the secretary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any trust officer or assistant
trust officer, the controller and any assistant controller or any other officer
of the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer of the Trustee to whom such
corporate trust matter is then referred because of his or her knowledge of and
familiarity with the particular subject.
"Restricted Payment" has the meaning set forth in Section 10.13.
"Restricted Period" has the meaning set forth in Section 3.16.
"Restricted Security" means a Security that constitutes a "restricted
security" within the meaning of Rule 144(a)(3) under the Securities Act;
provided, however, that the Trustee shall be entitled to request and
conclusively rely on an Opinion of Counsel with respect to whether any Security
constitutes a Restricted Security.
"Restricted Subsidiary" means any Subsidiary of the Company (other than
an Accounts Receivable Subsidiary) that has not been designated by the Board of
Directors of the Company, by a Board Resolution delivered to the Trustee, as an
Unrestricted Subsidiary pursuant to and in compliance with Section 10.20. Any
such designation may be revoked by a Board Resolution of the Company delivered
to the Trustee, subject to the provisions of Section 10.20.
"Revocation" has the meaning set forth in Section 10.20.
"Rule 144A" means Rule 144A under the Securities Act.
"Securities" has the meaning set forth in the recitals of this
Indenture.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the Commission thereunder.
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"Security Guarantee" means the guarantee by each of the Guarantors of
the Securities and the Company's obligations under this Indenture.
"Security Register" has the meaning set forth in Section 3.05.
"Service Agreement" means the Service Agreement dated as of December
11, 1995 by and between Chemical Leaman Tank Lines, Inc. and Acumen Consulting
Group, Inc., as amended and in effect from time to time.
"Special Record Date" means, with respect to the payment of any
Defaulted Interest, a date fixed by the Trustee pursuant to Section 3.07 hereof.
"Stated Maturity" means, with respect to any Security or any
installment of interest thereon, the dates specified in such Security as the
fixed date on which the principal of such Security or such installment of
interest is due and payable, and when used with respect to any other
Indebtedness, means the date specified in the instrument governing such
Indebtedness as the fixed date on which the principal of such Indebtedness or
any installment of interest is due and payable.
"Subsidiary" means, with respect to any Person, (a) any corporation of
which the outstanding shares of Voting Capital Stock having at least a majority
of the votes entitled to be cast in the election of directors shall at the time
be owned, directly or indirectly, by such Person, or (b) any other Person of
which at least a majority of the shares of Voting Capital Stock are at the time,
directly or indirectly, owned by such first named Person.
"Subordinated Indebtedness" means, with respect to the Company,
Indebtedness of the Company which is expressly subordinated in right of payment
to the Securities or, with respect to any Guarantor, Indebtedness of such
Guarantor which is expressly subordinated in right of payment to the Security
Guarantee of such Guarantor.
"Surviving Person" means, with respect to any Person involved in any
consolidation or merger, or any sale, assignment, conveyance, transfer, lease or
other disposition of all or substantially all of its properties and assets as an
entirety, the Person formed by or surviving such merger or consolidation or the
Person to which such sale, assignment, conveyance, transfer or lease is made.
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"Transaction Date" has the meaning set forth in the definition of
"Consolidated Fixed Charge Coverage Ratio."
"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended.
"Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture, until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.
"Unrestricted Securities" means one or more Securities that do not and
are not required to bear the Private Placement Legend in the form set forth in
Exhibit A-2, including, without limitation, the Exchange Securities.
"Unrestricted Subsidiary" means each Accounts Receivable Subsidiary and
each other Subsidiary of the Company (other than a Guarantor) designated as such
pursuant to and in compliance with Section 10.20. Any such Designation may be
revoked by a Board Resolution of the Company delivered to the Trustee, subject
to the provisions of Section 10.20.
"Unutilized Net Available Proceeds" has the meaning set forth in
Section 10.15.
"U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof at any
time prior to the Stated Maturity of the Securities, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any such U.S. Government Obligation
or a specific payment of principal of or interest on any such U.S. Government
Obligation held by such custodian for the account of the holder of such
depository receipt, provided, however, that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal
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of or interest on the U.S. Government Obligation evidenced by such depository
receipt.
"Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the Board of Directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have, voting power by reason of
the happening of any contingency).
"Wholly-Owned Restricted Subsidiary" means any Restricted Subsidiary of
which 100% of the outstanding Capital Stock is owned by the Company and/or
another Wholly-Owned Restricted Subsidiary. For purposes of this definition, any
directors' qualifying shares shall be disregarded in determining the ownership
of a Restricted Subsidiary.
Section 1.02. Rules of Construction.
For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:
(a) the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;
(b) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;
(c) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP;
(d) the words "herein" "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision;
(e) all references to "$" or "dollars" refer to the lawful currency of
the United States of America; and
(f) the words "include," "included" and "including" as used herein are
deemed in each case to be followed by the phrase "without limitation."
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Section 1.03. Form of Documents Delivered to Trustee.
In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the Company or any
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or opinion
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company or any
Guarantor stating that the information with respect to such factual matters is
in the possession of the Company or any Guarantor, unless such counsel knows, or
in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to such matters are erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated, with
proper identification of each matter covered therein, and form one instrument.
Section 1.04. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as
the "Act" of the Holders signing such instrument or instruments. Proof of
execution (as provided below in
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subsection (b) of this Section 1.04) of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01 hereof) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section
1.04.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient.
(c) The ownership of Securities shall be proved by the Security
Register.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Security shall bind every
future Holder of the same Security or the Holder of every Security issued
upon the transfer thereof or in exchange therefor or in lieu thereof to the
same extent as the original Holder, in respect of anything done, suffered
or omitted to be done by the Trustee, any Paying Agent or the Company or
any Guarantor in reliance thereon, whether or not notation of such action
is made upon such Security.
Section 1.05. Notices, etc., to the Trustee, the Company and the Guarantors.
Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with:
(a) the Trustee by any Holder or by the Company or any Guarantor shall
be sufficient for every purpose hereunder if made, given, furnished or
filed, in writing, to or with the Trustee at 40 Broad Street, Suite 550,
Fifth Floor, New York, New York 10004, with a copy to 123 South Broad
Street, PA 1249, Philadelphia, Pennsylvania 19109 or at any other address
previously furnished in writing to the Holders, the Company and the
Guarantors by the Trustee; or
(b) the Company or a Guarantor by the Trustee or by any Holder shall be
sufficient for every purpose (except as otherwise expressly provided
herein) hereunder if in writing and mailed, first-class postage prepaid, to
the Company or such Guarantor addressed to it at Chemical Leaman
Corporation, 102 Pickering Way, Exton, Pennsylvania 17341, Attention: Chief
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Financial Officer, or at any other address previously furnished in writing
to the Trustee by the Company.
Section 1.06. Notice to Holders; Waiver.
Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise expressly provided herein)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at the address of such Holder as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Any notice when mailed
to a Holder in the aforesaid manner shall be conclusively deemed to have been
received by such Holder whether or not actually received by such Holder. Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.
In case by reason of the suspension of regular mail service or by
reason of any other cause, it shall be impracticable to mail notice of any event
as required by any provision of this Indenture, then any method of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.
Section 1.07. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with any
provision of the Trust Indenture Act or another provision which is required or
deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such provision or requirement of the Trust Indenture Act shall
control.
If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
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provision shall be deemed to apply to this Indenture as so modified or excluded,
as the case may be.
Section 1.08. Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.
Section 1.09. Successors and Assigns.
All covenants and agreements in this Indenture by the Company and the
Guarantors, shall bind their respective successors and assigns, whether so
expressed or not.
Section 1.10. Separability Clause.
In case any provision in this Indenture or in the Securities or any
Security Guarantee issued pursuant hereto shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section 1.11. Benefits of Indenture.
Nothing in this Indenture or in the Securities or in any Security
Guarantee issued pursuant hereto, express or implied, shall give to any Person
(other than the parties hereto and their successors hereunder, any Paying Agent
and the Holders) any benefit or any legal or equitable right, remedy or claim
under this Indenture.
Section 1.12. GOVERNING LAW.
THIS INDENTURE, THE SECURITIES AND ANY SECURITY GUARANTEE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
Section 1.13. No Recourse Against Others.
A director, officer, employee or stockholder, as such, of the Company
or of a Guarantor shall not have any liability for any obligations of the
Company or a Guarantor under the Securities, the Security Guarantee or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.
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Section 1.14. Independence of Covenants.
All covenants and agreements in this Indenture shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or be otherwise within the limitations of, another covenant shall not avoid
the occurrence of a Default if such action is taken or condition exists.
Section 1.15. Exhibits.
All exhibits attached hereto are by this reference made a part hereof
with the same effect as if herein set forth in full.
Section 1.16. Counterparts.
This Indenture may be executed in any number of counterparts and by
telecopier, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
Section 1.17. Duplicate Originals.
The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.
ARTICLE TWO
SECURITY FORM
Section 2.01. Form and Dating.
The Initial Securities and the Exchange Securities and the Trustee's
certificate of authentication with respect thereto shall be in substantially the
forms set forth, or referenced, in Exhibit A-1 and Exhibit A-2, respectively,
annexed hereto, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any applicable law
or with the rules of the Depository, any clearing agency or any securities
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exchange or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution thereof.
The definitive Securities shall be printed, typewritten, lithographed
or engraved or produced by any combination of these methods or may be produced
in any other manner permitted by the rules of any securities exchange on which
the Securities may be listed, all as determined by the Officers executing such
Securities, as evidenced by their execution of such Securities.
Each Security shall be dated the date of its issuance and shall show
the date of its authentication. The terms and provisions contained in the
Securities shall constitute, and are expressly made, a part of this Indenture.
ARTICLE THREE
THE SECURITIES
Section 3.01. Title and Terms.
The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is limited to $100,000,000 in aggregate
principal amount of Securities, except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities pursuant to Sections 3.03, 3.04, 3.05, 3.06, 9.06, 10.10, 10.15
or 11.08.
The final Stated Maturity of the Securities shall be June 15, 2005, and
the Securities shall bear interest at the rate of 10-3/8% per annum from the
Issue Date or from the most recent Interest Payment Date to which interest has
been paid, as the case may be, payable semi-annually thereafter on June 15 and
December 15, in each year, commencing on December 15, 1997, to the Holders of
record at the close of business on the June 1 and December 1, respectively,
immediately preceding such Interest Payment Dates, until the principal thereof
is paid or duly provided for. Interest on any overdue principal, interest (to
the extent lawful) or premium, if any, shall be payable on demand.
The Securities shall be redeemable at the option of the Company as
provided in Article Eleven and paragraphs 2 and 3 on the reverse of the
Securities.
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At the election of the Company, the entire Indebtedness on the
Securities or certain of the Company's obligations and covenants and certain
Events of Default thereunder may be defeased as provided in Article Four.
Section 3.02. Registrar and Paying Agent.
The Company shall maintain an office or agency (which shall be located
in the Borough of Manhattan in The City of New York, State of New York) where
Securities may be presented for registration of transfer or for exchange (the
"Registrar"), an office or agency (which shall be located in the Borough of
Manhattan in The City of New York, State of New York) where Securities may be
presented for payment (the "Paying Agent" or "Agent") and an office or agency
where notices and demands to or upon the Company in respect of the Securities,
the Security Guarantees and this Indenture may be served. The Registrar shall
keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" or "Agent" includes any additional paying agent.
The Company may act as its own Paying Agent, except for the purposes of payments
on account of principal on the Securities pursuant to Sections 10.10 and 10.15.
The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which shall incorporate the provisions of
the Trust Indenture Act. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 6.07.
The Company initially appoints the Trustee as the Registrar and Paying
Agent and agent for service of notices and demands in connection with the
Securities.
Section 3.03. Execution and Authentication.
The Initial Securities and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A-1 hereto. The Exchange
Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A-2 hereto. The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
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usage. The Company shall approve the form of the Securities and any notation,
legend or endorsement thereon. Each Security shall be dated the date of issuance
and shall show the date of its authentication.
The terms and provisions contained in the Securities annexed hereto as
Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of
this Indenture and, to the extent applicable, the Company, the Guarantors and
the Trustee, by their execution and delivery of this Indenture, expressly agree
to such terms and provisions and to be bound thereby.
Securities offered and sold in reliance on Rule 144A and Securities
offered and sold in reliance on Regulation S shall be issued initially in the
form of one or more Global Securities, substantially in the form set forth in
Exhibit A-1, deposited with the Trustee, as custodian for the Depository, duly
executed by the Company and authenticated by the Trustee as hereinafter provided
and shall bear the legend set forth in Exhibit B. The aggregate principal amount
of the Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depository,
as hereinafter provided.
Securities offered and sold to institutional "accredited investors" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) shall, and
Securities issued in exchange for interests in a Global Security pursuant to
Section 3.16 may, be issued in the form of permanent certificated Securities in
registered form in substantially the form set forth in Exhibit A-1 hereto (the
"Physical Securities").
All Securities offered and sold in reliance on Regulation S shall
remain in the form of a Global Security until the consummation of the Exchange
Offer pursuant to the Registration Rights Agreement; provided, however, that all
of the time periods specified in the Registration Rights Agreement to be
complied with by the Company have been so complied with.
Two Officers, or an Officer and an Assistant Secretary, shall sign, or
one Officer shall sign, and one Officer or an Assistant Secretary (each of whom
shall, in each case, have been duly authorized by all requisite corporate
actions) shall attest to, the Securities for the Company, by manual or facsimile
signature.
If an Officer or Assistant Secretary whose signature is on a Security
was an Officer or Assistant Secretary, as the case may be, at the time of such
execution but no longer holds that office or position at the time the Trustee
authenticates the Security, the Security shall nevertheless be valid.
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The Trustee shall authenticate (i) Initial Securities for original
issue in an aggregate principal amount not to exceed $100,000,000, (ii) Private
Exchange Securities from time to time only in exchange for a like principal
amount of Initial Securities and (iii) Unrestricted Securities from time to time
only in exchange for (A) a like principal amount of Initial Securities or (B) a
like principal amount of Private Exchange Securities, in each case upon a
written order of the Company in the form of an Officers' Certificate of the
Company. Each such written order shall specify the amount of Securities to be
authenticated and the date on which the Securities are to be authenticated,
whether the Securities are to be Initial Securities, Private Exchange Securities
or Unrestricted Securities and whether (subject to this Section 3.03) the
Securities are to be issued as Physical Securities or Global Securities and such
other information as the Trustee may reasonably request. The aggregate principal
amount of Securities outstanding at any time may not exceed $100,000,000, except
as provided in Section 3.06.
Notwithstanding the foregoing, all Securities issued under this
Indenture shall vote and consent together on all matters (as to which any of
such Securities may vote or consent) as one class and no series of Securities
will have the right to vote or consent as a separate class on any matter.
The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Securities. Unless otherwise provided in the
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company and Affiliates of the Company.
The Securities shall be issuable in fully registered form only, without
coupons, in denominations of $1,000 and any integral multiple thereof.
Section 3.04. Temporary Securities.
Until definitive Securities are prepared and ready for delivery, the
Company may execute and upon a Company Order the Trustee shall authenticate and
deliver temporary Securities. Temporary Securities shall be substantially in the
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form of definitive Securities, in any authorized denominations, but may have
variations that the Company reasonably considers appropriate for temporary
Securities as conclusively evidenced by the Company's execution of such
temporary Securities.
If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay but in no event later than
the date that the Exchange Offer is consummated. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 10.02,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of like tenor and of authorized denominations. Until so
exchanged the temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities.
Section 3.05. Transfer and Exchange.
The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 10.02 being sometimes referred
to herein as the "Security Register") in which, subject to such reasonable
regulations as the Registrar may prescribe, the Company shall provide for the
registration of Securities and of transfers and exchanges of Securities. The
Trustee is hereby initially appointed Registrar for the purpose of registering
Securities and transfers of Securities as herein provided.
Subject to Sections 3.15 and 3.16, when Securities are presented to the
Registrar or a co-Registrar with a request from the Holder of such Securities to
register the transfer or exchange for an equal principal amount of Securities of
other authorized denominations, the Registrar shall register the transfer or
make the exchange as requested; provided, however, that every Security presented
or surrendered for registration of transfer or exchange shall be duly endorsed
or be accompanied by a written instrument of transfer or exchange in form
satisfactory to the Company and the Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing. Whenever any Securities are
so presented for exchange, the Company shall execute, and the Trustee shall
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authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. No service charge shall be made to the Securityholder for
any registration of transfer or exchange. The Company may require from the
Securityholder payment of a sum sufficient to cover any transfer taxes or other
governmental charge that may be imposed in relation to a transfer or exchange,
but this provision shall not apply to any exchange pursuant to Sections 9.06,
10.10, 10.15 or 11.08 hereof (in which events the Company will be responsible
for the payment of all such taxes which arise solely as a result of the transfer
or exchange and do not depend on the tax status of the Holder). The Trustee
shall not be required to exchange or register the transfer of any Security for a
period of 15 days immediately preceding the first mailing of notice of
redemption of Securities to be redeemed or of any Security selected, called or
being called for redemption except, in the case of any Security where public
notice has been given that such Security is to be redeemed in part, the portion
thereof not to be redeemed.
All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
Indebtedness, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.
Any Holder of a beneficial interest in a Global Security shall, by
acceptance of such Global Security, agree that transfers of beneficial interests
in such Global Securities may be effected only through a book-entry system
maintained by the Holder of such Global Security (or its agent), and that
ownership of a beneficial interest in the Security shall be required to be
reflected in a book-entry system.
Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities.
If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security claims that the Security has been lost, destroyed or wrongfully
taken, the Company shall execute and upon a Company Order, the Trustee shall
authenticate and deliver a replacement Security of like tenor and principal
amount, bearing a number not contemporaneously outstanding, if the Holder of
such Security furnishes to the Company and to the Trustee, in the case of such
loss, destruction or theft, evidence reasonably acceptable to them of the
ownership and the destruction, loss or theft of such Security and, in the case
of such loss, destruction or theft, an indemnity bond shall be posted by such
Holder, sufficient in the judgment of the Company or the Trustee, as the case
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may be, to protect the Company, the Trustee or any Agent from any loss that any
of them may suffer if such Security is replaced. The Company may charge such
Holder for the Company's expenses in replacing such Security (including (i)
expenses of the Trustee charged to the Company and (ii) any tax or other
governmental charge that may be imposed) and the Trustee may charge the Company
for the Trustee's expenses in replacing such Security.
Every replacement Security issued pursuant to this Section 3.06 in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.
Section 3.07. Payment of Interest; Interest Rights Preserved.
Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name such Security is registered at the close of business on the Regular
Record Date for such interest.
Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date and interest on such
defaulted interest at the then applicable interest rate borne by the Securities,
to the extent lawful (such defaulted interest and interest thereon herein
collectively called "Defaulted Interest") shall forthwith cease to be payable to
the Holder on the Regular Record Date; and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in subsection (a) or
(b) below:
(a) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Security and the date of the proposed payment, and at
the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such
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Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as provided in this subsection (a). Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days
prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company in writing of such Special Record
Date. In the name and at the expense of the Company, the Trustee shall
cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to
each Holder at its address as it appears in the Security Register, not less
than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor
having been so mailed, such Defaulted Interest shall be paid to the Persons
in whose names the Securities are registered on such Special Record Date
and shall no longer be payable pursuant to the following subsection (b).
(b) The Company may elect to make payment of any Defaulted Interest in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such
notice as may be required by such exchange, if, after written notice given
by the Company to the Trustee of the proposed payment pursuant to this
subsection (b), such payment shall be deemed practicable by the Trustee.
The Trustee shall be entitled to rely on an Opinion of Counsel regarding
the legality of any proposed payment pursuant to this subsection (b).
Subject to the foregoing provisions of this Section 3.07, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.
Section 3.08. Persons Deemed Owners.
Prior to and at the time of due presentment for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
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may treat the person in whose name any Security is registered in the Security
Register as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Section 3.07) interest on such
Security and for all other purposes whatsoever, whether or not such Security
shall be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.
Section 3.09. Cancellation.
All Securities surrendered for payment, redemption, registration of
transfer or exchange shall be delivered to the Trustee and, if not already
canceled, shall be promptly canceled by it. The Company and any Guarantor may at
any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company or such Guarantor may
have acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of
transfer or exchange, redemption or payment. The Trustee and no one else shall
cancel all Securities surrendered for registration of transfer, exchange,
payment, replacement or cancellation. No Securities shall be authenticated in
lieu of or in exchange for any Securities canceled as provided in this Section
3.09, except as expressly permitted by this Indenture. All canceled Securities
held by the Trustee shall be destroyed and certification of their destruction
delivered to the Company unless by a Company Order the Company shall direct that
the canceled Securities be returned to it. The Trustee shall provide the Company
a list of all Securities that have been canceled from time to time as requested
by the Company.
Section 3.10. Computation of Interest.
Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months and, in the case of a partial month, the actual
number of days elapsed.
Section 3.11. Legal Holidays.
In any case where any Interest Payment Date, Redemption Date, Change of
Control Purchase Date, Asset Sale Purchase Date, date established for the
payment of Defaulted Interest or Stated Maturity of any Security shall not be a
Business Day, then (notwithstanding any other provision of this Indenture or of
the Securities) payment of principal, premium, if any, or interest need not be
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made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the Interest Payment Date, Redemption Date,
Change of Control Purchase Date, Asset Sale Purchase Date, date established for
the payment of Defaulted Interest or at the Stated Maturity, as the case may be.
In such event, no interest shall accrue with respect to such payment for the
period from and after such Interest Payment Date, Redemption Date, Change of
Control Purchase Date, Asset Sale Purchase Date, date established for the
payment of Defaulted Interest or Stated Maturity, as the case may be, to the
next succeeding Business Day and, with respect to any Interest Payment Date,
interest for the period from and after such Interest Payment Date shall accrue
with respect to the next succeeding Interest Payment Date.
Section 3.12. CUSIP and CINS Numbers.
The Company in issuing the Securities may use "CUSIP" and "CINS"
numbers (if then generally in use), and if the Company does so, the Trustee
shall use the CUSIP or CINS numbers, as the case may be, in notices of
redemption or exchange as a convenience to Holders; provided, however, that any
such notice shall state that no representation is made as to the correctness or
accuracy of the CUSIP or CINS number, as the case may be, printed in the notice
or on the Securities, and that reliance may be placed only on the other
identification numbers printed on the Securities. The Company shall promptly
notify the Trustee in writing of any change in the CUSIP or CINS number of any
type of Securities.
Section 3.13. Paying Agent To Hold Money in Trust.
Each Paying Agent shall hold in trust for the benefit of the
Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal of, premium, if any, or interest on the Securities, and
shall notify the Trustee of any default by the Company in making any such
payment. Money held in trust by the Paying Agent need not be segregated, except
as required by law and except if the Company, any Guarantor or any of their
respective Affiliates is acting as Paying Agent, and in no event shall the
Paying Agent be liable for any interest on any money received by it hereunder.
The Company at any time may require the Paying Agent to pay all money held by it
to the Trustee and account for any funds disbursed and the Trustee may at any
time during the continuance of any Event of Default, upon a Company Order to the
Paying Agent, require such Paying Agent to pay forthwith all money so held by it
to the Trustee and to account for any funds disbursed. Upon making such payment,
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the Paying Agent shall have no further liability for the money delivered to the
Trustee.
Section 3.14. Deposits of Monies.
Prior to 12:00 p.m. noon New York City time on each Interest Payment
Date, Redemption Date, Stated Maturity, Change of Control Purchase Date and
Asset Sale Offer Purchase Date, the Company shall deposit with the Paying Agent
in immediately available funds money sufficient to make cash payments, if any,
due on such Interest Payment Date, Redemption Date, Stated Maturity, Change of
Control Purchase Date and Asset Sale Offer Purchase Date, as the case may be, in
a timely manner which permits the Paying Agent to remit payment to the Holders
on such Interest Payment Date, Redemption Date, Stated Maturity, Change of
Control Purchase Date and Asset Sale Offer Purchase Date, as the case may be.
Section 3.15. Book-Entry Provisions for Global Securities.
(a) The Global Securities initially shall (i) be registered in the name
of the Depository or the nominee of such Depository, (ii) be delivered to
the Trustee as custodian for such Depository and (iii) bear legends as set
forth in Exhibit B hereto.
Members of, or participants in, the Depository ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depository, or the Trustee as its custodian, or
under the Global Security, and the Depository may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of the Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Trustee or any agent of the Company or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the
Depository or impair, as between the Depository and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
Holder of any Security.
(b) Transfers of Global Securities shall be limited to transfers in
whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global
Securities may be transferred or exchanged for Physical Securities in
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accordance with the rules and procedures of the Depository and the
provisions of Sections 3.03 and 3.16. In addition, Physical Securities
shall be transferred to all beneficial owners in exchange for their
beneficial interests in Global Securities if (i) the Depository notifies
the Company that it is unwilling or unable to continue as Depository for
any Global Security, or that it will cease to be a "Clearing Agency" under
the Exchange Act, and in either case a successor Depository is not
appointed by the Company within 90 days of such notice or (ii) an Event of
Default has occurred and is continuing and the Registrar has received a
written request from the Depository to issue Physical Securities.
(c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Security to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Physical Securities are
to be issued) reflect on its books and records the date and a decrease in
the principal amount of such Global Security in an amount equal to the
principal amount of the beneficial interest in such Global Security to be
transferred, and the Company shall execute, and the Trustee shall
authenticate and deliver, one or more Physical Securities of like tenor and
principal amount of authorized denominations.
(d) In connection with the transfer of Global Securities as an entirety
to beneficial owners pursuant to paragraph (b), the Global Securities shall
be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depository in exchange for its
beneficial interest in the Global Securities, an equal aggregate principal
amount of Physical Securities of like tenor of authorized denominations.
(e) Any Physical Security constituting a Restricted Security delivered
in exchange for an interest in a Global Security pursuant to subparagraph
(b), (c) or (d) of this Section 3.15 shall, except as otherwise provided by
Section 3.16, bear the Private Placement Legend.
(f) The Holder of any Global Security may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
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interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.
Section 3.16. Special Transfer Provisions.
(a) Transfers to Non-QIB Institutional Accredited Investors. The
following additional provisions shall apply with respect to the
registration of any proposed transfer of an Initial Security to any
Institutional Accredited Investor which is not a QIB:
(i) the Registrar shall register the transfer of any Initial
Security, whether or not such Security bears the Private Placement
Legend, if (x) the requested transfer is after the second anniversary
of the Issue Date; provided, however, that neither the Company nor any
Affiliate of the Company has held any beneficial interest in such
Security, or portion thereof, at any time on or prior to the second
anniversary of the Issue Date and such transfer can otherwise be
lawfully made under the Securities Act without registering such Initial
Securities thereunder or (y) the proposed transferee has delivered to
the Registrar a certificate substantially in the form of Exhibit C
hereto and any legal opinions and certifications required thereby; and
(ii) if the proposed transferor is an Agent Member seeking to
transfer an interest in a Global Security, upon receipt by the
Registrar of (x) written instructions given in accordance with the
Depository's and the Registrar's procedures and (y) the appropriate
certificate, if any, required by clause (y) of paragraph (i) above,
together with any required legal opinions and certifications, the
Registrar shall register the transfer and reflect on its books and
records the date and a decrease in the principal amount of the Global
Security from which such interests are to be transferred in an amount
equal to the principal amount of the Securities to be transferred and
the Company shall execute, and the Trustee shall authenticate, Physical
Securities in a principal amount equal to the principal amount of the
Global Security to be transferred.
(b) Transfers to Non-U.S. Persons. The following additional provisions
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shall apply with respect to the registration of any proposed transfer of an
Initial Security to any Non-U.S. Person:
(i) the Registrar shall register the transfer of any Initial
Security, whether or not such Security bears the Private Placement
Legend, if (x) the requested transfer is after the second anniversary
of the Issue Date; provided, however, that neither the Company nor any
Affiliate of the Company has held any beneficial interest in such
Security, or portion thereof, at any time on or prior to the second
anniversary of the Issue Date and such transfer can otherwise be
lawfully made under the Securities Act without registering such Initial
Securities thereunder or (y) the proposed transferor has delivered to
the Registrar a certificate substantially in the form of Exhibit D
hereto;
(ii) if the proposed transferee is an Agent Member and the
Securities to be transferred consist of Physical Securities which after
transfer are to be evidenced by an interest in the Regulation S Global
Security, upon receipt by the Registrar of (x) written instructions
given in accordance with the Depository's and the Registrar's
procedures and (y) the appropriate certificate, if any, required by
clause (y) of paragraph (i) above, together with any required legal
opinions and certifications, the Registrar shall register the transfer
and reflect on its books and records the date and an increase in the
principal amount of the Regulation S Global Security in an amount equal
to the principal amount of Physical Securities to be transferred, and
the Trustee shall cancel the Physical Securities so transferred;
(iii) if the proposed transferor is an Agent Member seeking to
transfer an interest in a Global Security, upon receipt by the
Registrar of (x) written instructions given in accordance with the
Depository's and the Registrar's procedures and (y) the appropriate
certificate, if any, required by clause (y) of paragraph (i) above,
together with any required legal opinions and certifications, the
Registrar shall register the transfer and reflect on its books and
records the date and (A) a decrease in the principal amount of the
Global Security from which such interests are to be transferred in an
amount equal to the principal amount of the Securities to be
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transferred and (B) an increase in the principal amount of the
Regulation S Global Security in an amount equal to the principal amount
of the Global Security to be transferred; and
(iv) until the 41st day after the Issue Date (the "Restricted
Period"), an owner of a beneficial interest in the Regulation S Global
Security may not transfer such interest to a transferee that is a U.S.
person or for the account or benefit of a U.S. person within the
meaning of Rule 902(o) of the Securities Act. During the Restricted
Period, all beneficial interests in the Regulation S Global Security
shall be transferred only through Cedel or Euroclear, either directly
if the transferor and transferee are participants in such systems, or
indirectly through organizations that are participants therein.
(c) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of an Initial Security
to a QIB (excluding Non-U.S. Persons):
(i) the Registrar shall register the transfer of any Initial
Security, whether or not such Security bears the Private Placement
Legend, if (x) the requested transfer is after the second anniversary
of the Issue Date; provided, however, that neither the Company nor any
Affiliate of the Company has held any beneficial interest in such
Security, or portion thereof, at any time on or prior to the second
anniversary of the Issue Date and such transfer can otherwise be
lawfully made under the Securities Act without registering such Initial
Security thereunder or (y) such transfer is being made by a proposed
transferor who has checked the box provided for on the form of Security
stating, or has otherwise advised the Company and the Registrar in
writing, that the sale has been made in compliance with the provisions
of Rule 144A to a transferee who has signed the certification provided
for on the form of Security stating, or has otherwise advised the
Company and the Registrar in writing, that it is purchasing the
Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account
is a QIB within the meaning of Rule 144A, and is aware that the sale to
it is being made in reliance on Rule 144A and acknowledges that it has
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received such information regarding the Company as it has requested
pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon its foregoing
representations in order to claim the exemption from registration
provided by Rule 144A;
(ii) if the proposed transferee is an Agent Member and the
Securities to be transferred consist of Physical Securities which after
transfer are to be evidenced by an interest in the 144A Global
Security, upon receipt by the Registrar of written instructions given
in accordance with the Depository's and the Registrar's procedures, the
Registrar shall register the transfer and reflect on its book and
records the date and an increase in the principal amount of the 144A
Global Security in an amount equal to the principal amount of Physical
Securities to be transferred, and the Trustee shall cancel the Physical
Security so transferred; and
(iii) if the proposed transferor is an Agent Member seeking to
transfer an interest in a Global Security, upon receipt by the
Registrar of written instructions given in accordance with the
Depository's and the Registrar's procedures, the Registrar shall
register the transfer and reflect on its books and records the date and
(A) a decrease in the principal amount of the Global Security from
which interests are to be transferred in an amount equal to the
principal amount of the Securities to be transferred and (B) an
increase in the principal amount of the 144A Global Security in an
amount equal to the principal amount of the Global Security to be
transferred.
(d) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Securities not bearing the Private Placement
Legend, the Registrar shall deliver Securities that do not bear the Private
Placement Legend. Upon the registration of transfer, exchange or
replacement of Securities bearing the Private Placement Legend, the
Registrar shall deliver only Securities that bear the Private Placement
Legend unless (i) the circumstances contemplated by paragraph (a)(i)(x) of
this Section 3.16 exist, (ii) there is delivered to the Registrar an
Opinion of Counsel reasonably satisfactory to the Company and the Trustee
to the effect that neither such legend nor the related restrictions on
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transfer are required in order to maintain compliance with the provisions
of the Securities Act or (iii) such Security has been sold pursuant to an
effective registration statement under the Securities Act.
(e) Other Transfers. If a Holder proposes to transfer a Security
constituting a Restricted Security pursuant to any exemption from the
registration requirements of the Securities Act other than as provided for
by Section 3.16(a), (b) and (c), the Registrar shall only register such
transfer or exchange if such transferor delivers an Opinion of Counsel
satisfactory to the Company and the Registrar that such transfer is in
compliance with the Securities Act and the terms of this Indenture.
(f) General. By its acceptance of any Security bearing the Private
Placement Legend, each Holder of such a Security acknowledges the
restrictions on transfer of such Security set forth in this Indenture and
in the Private Placement Legend and agrees that it will transfer such
Security only as provided in this Indenture.
The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 3.15 or this Section 3.16.
The Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable prior written notice to the Registrar.
ARTICLE FOUR
DEFEASANCE OR COVENANT DEFEASANCE
Section 4.01. Company's Option To Effect Defeasance or Covenant Defeasance.
The Company may, at its option by Board Resolution, at any time, with
respect to the Securities, elect to have either Section 4.02 or Section 4.03 be
applied to all of the Outstanding Securities (the "Defeased Securities"), upon
compliance with the conditions set forth below in this Article Four.
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Section 4.02. Defeasance and Discharge.
Upon the Company's exercise under Section 4.01 of the option applicable
to this Section 4.02, the Company and each Guarantor shall be deemed to have
been discharged from their obligations with respect to the Defeased Securities
and the related Security Guarantees on the date the conditions set forth below
are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Defeased Securities, which shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 4.05 and the other
Sections of this Indenture referred to in clauses (a) and (b) below, and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company, and, upon Company Request, shall execute proper instruments
acknowledging the same), except for the following, which shall survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of
Defeased Securities to receive, solely from the trust fund described in Section
4.04 and as more fully set forth in such Section 4.04, payments in respect of
the principal of, premium, if any, and interest on such Defeased Securities when
such payments are due, (b) the Company's obligations with respect to such
Defeased Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder,
including, without limitation, the Trustee's rights under Section 6.07, and (d)
this Article Four. Subject to compliance with this Article Four, the Company may
exercise its option under this Section 4.02 notwithstanding the prior exercise
of its option under Section 4.03 with respect to the Securities.
Section 4.03. Covenant Defeasance.
Upon the Company's exercise under Section 4.01 of the option applicable
to this Section 4.03, the Company and each Guarantor shall be released from
their obligations under any covenant or provision contained in Sections 10.06
through 10.21 and the provisions of Articles Eight shall not apply, with respect
to the Defeased Securities, on and after the date the conditions set forth below
are satisfied (hereinafter, "covenant defeasance"), and the Defeased Securities
shall thereafter be deemed not to be "Outstanding" for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
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continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to the Defeased
Securities, the Company and each Guarantor may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
Sections 10.06 through 10.21 or Article Eight, whether directly or indirectly,
by reason of any reference elsewhere herein to any such Section or Article or by
reason of any reference in any such Section or Article to any other provision
herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under Section 5.01(c) or (d), but, except as
specified above, the remainder of this Indenture and such Defeased Securities
shall be unaffected thereby.
Section 4.04. Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions to application of either Section
4.02 or Section 4.03 to the Defeased Securities:
(1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements
of Section 6.09 who shall agree to comply with the provisions of this
Article Four applicable to it) as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, (a)
cash in an amount, or (b) U.S. Government Obligations which through the
scheduled payment of principal, premium, if any, and interest in respect
thereof in accordance with their terms will provide, not later than one day
before the due date of any payment, money in an amount, or (c) a
combination thereof, in any such case, sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and
discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, the principal of, premium, if any, and
interest on the Defeased Securities at the Stated Maturity of such
principal or installment of principal, premium, if any, or interest;
provided, however, that the Trustee shall have been irrevocably instructed
to apply such cash or the proceeds of such U.S. Government Obligations to
said payments with respect to the Securities;
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(2) No Default shall have occurred and be continuing on the date of
such deposit or, insofar as Sections 5.01(h), (i) or (j) are concerned, at
any time during the period ending on the ninety-first day after the date of
such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period);
(3) Neither the Company nor any Subsidiary of the Company is an
"insolvent person" within the meaning of any applicable Bankruptcy Law on
the date of such deposit or at any time during the period ending on the
ninety-first day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until the expiration of such
period);
(4) Such defeasance or covenant defeasance shall not cause the Trustee
for the Securities to have a conflicting interest in violation of Section
6.08 and for purposes of the Trust Indenture Act with respect to any
securities of the Company or any Guarantor;
(5) Such defeasance or covenant defeasance shall not result in a breach
or violation of, or constitute a default under, this Indenture or any other
material agreement or instrument to which the Company or any Guarantor is a
party or by which it is bound;
(6) In the case of an election under Section 4.02, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (x) the
Company has received from, or there has been published by, the Internal
Revenue Service a ruling or (y) since the date hereof, there has been a
change in the applicable Federal income tax law, in either case to the
effect that, and based thereon such opinion shall confirm that, the Holders
of the Outstanding Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such defeasance had not
occurred;
(7) In the case of an election under Section 4.03, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the Outstanding Securities will not recognize income, gain or
loss for Federal income tax purposes as a result of such covenant
defeasance and will be subject to Federal income tax on the same amounts,
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in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred;
(8) The Company shall have delivered to the Trustee, an Opinion of
Counsel to the effect that, immediately following the ninety-first day
after the deposit, the trust funds established pursuant to this Article
Four will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally under any applicable U.S. Federal or state law;
(9) The Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit made by the Company pursuant to its
election under Section 4.02 or 4.03 was not made by the Company with the
intent of preferring the Holders or any Guarantor over the other creditors
of the Company or with the intent of defeating, hindering, delaying or
defrauding creditors of the Company or others; and
(10) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that (i) all conditions
precedent (other than conditions requiring the passage of time) provided
for relating to either the defeasance under Section 4.02 or the covenant
defeasance under Section 4.03 (as the case may be) have been complied with
as contemplated by this Section 4.04 and (ii) if any other Indebtedness of
the Company or any Guarantor shall then be outstanding or committed, such
defeasance or covenant defeasance will not violate the provisions of the
agreements or instruments evidencing such Indebtedness.
Opinions of Counsel required to be delivered under this Section 4.04
may have such qualifications as are customary for opinions of the type required.
Section 4.05. Deposited Money and U.S. Government Obligations To Be Held in
Trust; Other Miscellaneous Provisions.
Subject to the proviso of the last paragraph of Section 10.03, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 4.05, the "Trustee") pursuant to Section 4.04 in respect of the Defeased
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Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (other than the Company or any Guarantor)
as the Trustee may determine, to the Holders of such Securities of all sums due
and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.
The Company shall pay and indemnify the Trustee and hold it harmless
against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 4.04 or the principal,
premium, if any, and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the
Defeased Securities.
Anything in this Article Four to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 4.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance.
Section 4.06. Reinstatement.
If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 4.02 or 4.03, as the case may
be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
obligations of the Company and of any Guarantor under this Indenture, the
Securities and any Security Guarantees shall be revived and reinstated as though
no deposit had occurred pursuant to Section 4.02 or 4.03, as the case may be,
until such time as the Trustee or Paying Agent is permitted to apply all such
money and U.S. Government Obligations in accordance with Section 4.02 or 4.03,
as the case may be; provided, however, that if the Company makes any payment of
principal, premium, if any, or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money and
U.S. Government Obligations held by the Trustee or Paying Agent.
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ARTICLE FIVE
REMEDIES
Section 5.01. Events of Default.
"Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):
(a) default in the payment of the principal of or premium, if any, when
due and payable, on any of the Securities (at its Stated Maturity, upon
optional redemption, required purchase, scheduled principal payment or
otherwise); or
(b) default in the payment of an installment of interest on any of the
Securities, when due and payable, continued for 30 days or more; or
(c) the Company or any Guarantor fails to comply with any of its
obligations described under Article Eight or Section 10.10 or 10.15; or
(d) the Company or any Guarantor fails to perform or observe any other
term, covenant or agreement contained in the Securities, the Security
Guarantees or this Indenture (other than a default specified in (a), (b) or
(c) above) for a period of 30 days after written notice of such failure
requiring the Company to remedy the same shall have been given (x) to the
Company by the Trustee or (y) to the Company and the Trustee by the Holders
of at least 25% in aggregate principal amount of the Securities then
Outstanding; or
(e) default or defaults under one or more agreements, indentures or
instruments under which the Company or any Restricted Subsidiary then has
outstanding Indebtedness in excess of $5.0 million individually or in the
aggregate and either (i) such Indebtedness is already due and payable in
full or (ii) such default or defaults results in the acceleration of the
maturity of such Indebtedness; or
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(f) any Security Guarantee ceases to be in full force and effect or is
declared null and void or any Guarantor denies that it has any further
liability under any Security Guarantee, or gives notice to such effect
(other than by reason of the termination of this Indenture or the release
of any such Security Guarantee in accordance with Section 13.03); or
(g) one or more judgments, orders or decrees of any court or regulatory
or administrative agency for the payment of money in excess of $5.0 million
either individually or in the aggregate shall have been rendered against
the Company or any Restricted Subsidiary or any of their respective
properties and shall not have been discharged and either (a) any creditor
shall have commenced an enforcement proceeding upon such judgment, order or
decree or (b) there shall have been a period of 60 consecutive days during
which a stay of enforcement of such judgment, order or decree, by reason of
a pending appeal or otherwise, shall not be in effect; or
(h) the Company or any Material Subsidiary of the Company pursuant to
or under or within the meaning of any Bankruptcy Law:
(i) commences a voluntary case or proceeding;
(ii) consents to the making of a Bankruptcy Order in an involuntary
case or proceeding or the commencement of any case against it;
(iii) consents to the appointment of a Custodian of it or for any
substantial part of its property;
(iv) makes a general assignment for the benefit of its creditors;
(v) files an answer or consent seeking reorganization or relief;
(vi) shall admit in writing its inability to pay its debts
generally; or
(vii) consents to the filing of a petition in bankruptcy; or
(i) a court of competent jurisdiction in any involuntary case or
proceeding enters a Bankruptcy Order against the Company or any Material
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Subsidiary, and such Bankruptcy Order remains unstayed and in effect for 60
consecutive days; or
(j) a Custodian shall be appointed out of court with respect to the
Company or any Material Subsidiary or with respect to all or any
substantial part of the assets or properties of the Company or any Material
Subsidiary; or
(k) any holder of at least $10.0 million in aggregate principal amount
of Indebtedness of the Company or any Restricted Subsidiary shall commence
judicial proceedings to foreclose upon assets of the Company or any of the
Restricted Subsidiaries having an aggregate Fair Market Value, individually
or in the aggregate, in excess of $10.0 million or shall have exercised any
right under applicable law or applicable security documents to take
ownership of any such assets in lieu of foreclosure.
Section 5.02. Acceleration of Maturity; Rescission and Annulment.
If (x) an Event of Default (other than an Event of Default specified in
Section 5.01(h), (i) or (j) with respect to the Company) occurs and is
continuing, then and in every such case the Trustee or the Holders of at least
25% in aggregate principal amount of the Securities then Outstanding may, and
the Trustee upon the request of the Holders of not less than 25% in aggregate
principal amount of the Securities then Outstanding shall, declare the principal
of, premium, if any, and accrued and unpaid interest on all Outstanding
Securities to and including the date such Securities are paid to become due and
payable immediately by a notice in writing to the Company (and to the Trustee,
if given by the Holders) and upon any such declaration such principal, premium,
if any, and interest, shall become immediately due and payable. If an Event of
Default specified in Section 5.01(h), (i) or (j) with respect to the Company
occurs and is continuing, then the principal of, premium, if any, and accrued
and unpaid interest on all the Securities then Outstanding shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder of Securities.
At any time after a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter provided in this Article Five, the Holders of a
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majority in aggregate principal amount of the Securities then Outstanding, by
written notice to the Company and the Trustee, may rescind and annul such
declaration of acceleration and its consequences if:
(a) the Company has paid or deposited with the Trustee a sum sufficient
to pay
(i) all amounts due the Trustee under Section 6.07, including the
reasonable compensation, fees, expenses, disbursements and advances of
the Trustee, its agents and counsel,
(ii) all overdue interest on all Securities,
(iii) the principal of and premium, if any, on any Securities which
have become due otherwise than by such declaration of acceleration and
interest thereon at the rate then borne by the Securities, and
(iv) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate then borne by the
Securities; and
(b) all Events of Default, other than the non-payment of principal of,
premium, if any, and any accrued and unpaid interest on the Securities that
have become due solely by such declaration of acceleration, have been cured
or waived as provided in Section 5.13.
No such rescission shall affect any subsequent Default or impair any
right consequent thereon.
Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee.
The Company and each Guarantor covenant that if an Event of Default
specified in Section 5.01(a) or 5.01(b) shall have occurred and be continuing,
the Company and each Guarantor shall, jointly and severally, upon demand of the
Trustee, pay to the Trustee, for the benefit of the Holders of such Securities,
the whole amount then due and payable on such Securities for principal, premium,
if any, and interest, with interest upon the overdue principal, premium, if any,
and, to the extent that payment of such interest shall be legally enforceable,
upon overdue installments of interest, at the rate then borne by the Securities;
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
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expenses, disbursements and advances of the Trustee, its agents and counsel.
If the Company and each Guarantor fail to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, may, but is not obligated under this paragraph to, institute a judicial
proceeding for the collection of the sums so due and unpaid and may, but is not
obligated under this paragraph to, prosecute such proceeding to judgment or
final decree, and may, but is not obligated under this paragraph to, enforce the
same against the Company, any Guarantor or any other obligor upon the Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any Guarantor or any other obligor
upon the Securities, wherever situated.
If an Event of Default occurs and is continuing, the Trustee may in its
discretion, but is not obligated under this paragraph to, (i) proceed to protect
and enforce its rights and the rights of the Holders under this Indenture or any
Security Guarantee by such appropriate private or judicial proceedings as the
Trustee shall deem most effectual to protect and enforce such rights, whether
for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted herein, including,
without limitation, seeking recourse against any Guarantor or (ii) proceed to
protect and enforce any other proper remedy, including, without limitation,
seeking recourse against any Guarantor. No recovery of any such judgment upon
any property of the Company or any Guarantor shall affect or impair any rights,
powers or remedies of the Trustee or the Holders.
Section 5.04. Trustee May File Proofs of Claims.
In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities, including each Guarantor or the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise,
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(a) to file and prove a claim for the whole amount of principal,
premium, if any, and interest owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the
reasonable compensation, fees, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and
(b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;
and any Custodian, in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07 hereof.
Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.
Section 5.05. Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture, the Securities or
any Security Guarantee may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name and as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
fees, expenses, disbursements and advances of the Trustee, its agents and
counsel, be for the ratable benefit of the Holders of the Securities in respect
of which such judgment has been recovered.
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Section 5.06. Application of Money Collected.
Any money collected by the Trustee pursuant to this Article Five shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal, premium,
if any, or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:
First: to the Trustee for amounts due under Section 6.07;
Second: to Holders for interest accrued on the Securities, ratably,
without preference or priority of any kind, according to the amounts due
and payable on the Securities for interest;
Third: to Holders for principal and premium, if any, owing under the
Securities, ratably, without preference or priority of any kind, according
to the amounts due and payable on the Securities for principal and premium,
if any; and
Fourth: the balance, if any, to the Company.
The Trustee, upon prior written notice to the Company, may fix a record
date and payment date for any payment to Securityholders pursuant to this
Section 5.06.
Section 5.07. Limitation on Suits.
No Holder of any Securities shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
(a) such Holder has previously given written notice to the Trustee of a
continuing Event of Default;
(b) the Holders of not less than 25% in principal amount of the
Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name
as Trustee hereunder;
(c) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;
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(d) the Trustee for 15 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and
(e) no direction inconsistent with such written request has been given
to the Trustee during such 15-day period by the Holders of a majority in
aggregate principal amount of the Outstanding Securities;
it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture, any Security or any Security Guarantee to affect, disturb or
prejudice the rights of any other Holders, or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under this
Indenture, any Security or any Security Guarantee, except in the manner provided
in this Indenture and for the equal and ratable benefit of all the Holders.
Section 5.08. Unconditional Right of Holders To Receive Principal, Premium and
Interest.
Notwithstanding any other provision in this Indenture, each Holder of a
Security shall have the right, which is absolute and unconditional, to receive
cash payment of the principal of, premium, if any, and (subject to Section 3.07
hereof) interest on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption, a Change of Control Offer or
Asset Sale Offer, on the Redemption Date, Change of Control Purchase Date or
Asset Sale Offer Purchase Date, respectively) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.
Section 5.09. Restoration of Rights and Remedies.
If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture, any Security or any Security Guarantee
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every
such case the Company, each of the Guarantors, the Trustee and the Holders
shall, subject to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights
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and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.
Section 5.10. Rights and Remedies Cumulative.
No right or remedy herein conferred upon or reserved to the Trustee or
to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.
Section 5.11. Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article Five or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.
Section 5.12. Control by Majority.
The Holders of a majority in aggregate principal amount of the
Outstanding Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, provided, however, that:
(a) such direction shall not be in conflict with any rule of law or
with this Indenture, any Security or any Security Guarantee or expose the
Trustee to personal liability; and
(b) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction.
Section 5.13. Waiver of Past Defaults.
The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities may on behalf of the Holders of all the Securities
waive any past Default hereunder and its consequences, except a Default
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(a) in the payment of the principal of, premium, if any, or interest on
any Security or
(b) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Security affected thereby.
Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereon.
Section 5.14. Undertaking for Costs.
All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.14 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of, premium, if any, or interest on any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, a Change of Control Offer or Asset Sale Offer, on or after the
Redemption Date, Change of Control Purchase Date or Asset Sale Offer Purchase
Date, respectively).
Section 5.15. Waiver of Stay, Extension or Usury Laws.
Each of the Company and the Guarantors covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
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extension law or any usury or other law wherever enacted, now or at any time
hereafter in force, which would prohibit or forgive the Company or any Guarantor
from paying all or any portion of the principal of, premium, if any, or interest
on the Securities contemplated herein or in the Securities or which may affect
the covenants or the performance of this Indenture; and each of the Company and
the Guarantors (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.
ARTICLE SIX
THE TRUSTEE
Section 6.01. Certain Duties and Responsibilities.
(a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture; but in
the case of any such certificates or opinions which by the provisions
hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture.
(b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.
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(c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.
(d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 6.01.
Section 6.02. Notice of Defaults.
Within 90 days after the occurrence of any Default, the Trustee shall
transmit by mail to all Holders, as their names and addresses appear in the
Security Register, notice of such Default hereunder known to the Trustee, unless
such Default shall have been cured or waived; provided, however, that, except in
the case of a Default in the payment of the principal of, premium, if any, or
interest on any Security, the Trustee shall be protected in withholding such
notice if and so long as a trust committee of Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders.
Section 6.03. Certain Rights of Trustee.
Subject to Section 6.01 hereof and the provisions of Section 315 of the
Trust Indenture Act:
(a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the
proper party or parties;
(b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors of the Company or any Guarantor may be
sufficiently evidenced by a Board Resolution thereof;
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(c) the Trustee may consult with counsel and any written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon in accordance with such
advice or Opinion of Counsel;
(d) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by the Trustee in
compliance with such request or direction;
(e) the Trustee shall not be liable for any action taken or omitted by
it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture other than
any liabilities arising out of its own negligence;
(f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
approval, appraisal, bond, debenture, note, coupon, security, other
evidence of indebtedness or other paper or document unless requested in
writing so to do by the Holders of not less than a majority in aggregate
principal amount of the Securities then Outstanding; provided, however,
that, if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such expenses or
liabilities as a condition to proceeding; the reasonable expenses of every
such investigation shall be paid by the Company or, if paid by the Trustee
or any predecessor Trustee, shall be repaid by the Company upon demand;
provided, further, however, the Trustee in its discretion may make such
further inquiry or investigation into such facts or matters as it may deem
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney; and
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(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by
it hereunder.
Section 6.04. Trustee Not Responsible for Recitals, Dispositions of Securities
or Application of Proceeds Thereof.
The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company and the Guarantors, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities or of any Security Guarantee
except that the Trustee represents that it is duly authorized to execute and
deliver this Indenture, authenticate the Securities and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility and
Qualification on Form T-1, if any, to be supplied to the Company are true and
accurate subject to the qualifications set forth therein. The Trustee shall not
be accountable for the use or application by the Company of Securities or the
proceeds thereof.
Section 6.05. Trustee and Agents May Hold Securities; Collections; Etc.
The Trustee, any Paying Agent, Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities, with the same rights it would have if it were not the
Trustee, Paying Agent, Registrar or such other agent and, subject to Section
6.08 hereof and Sections 310 and 311 of the Trust Indenture Act, may otherwise
deal with the Company and receive, collect, hold and retain collections from the
Company with the same rights it would have if it were not the Trustee, Paying
Agent, Registrar or such other agent.
Section 6.06. Money Held in Trust.
All moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required herein
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or by law. The Trustee shall not be under any liability for interest on any
moneys received by it hereunder.
Section 6.07. Compensation and Indemnification of Trustee and Its Prior Claim.
The Company and each Guarantor covenant and agree: (a) to pay to the
Trustee from time to time, and the Trustee shall be entitled to, reasonable
compensation for all services rendered by it hereunder (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust); (b) to reimburse the Trustee and each predecessor Trustee upon
its request for all reasonable expenses, fees, disbursements and advances
incurred or made by or on behalf of it in accordance with any of the provisions
of this Indenture (including the reasonable compensation, fees, and the expenses
and disbursements of its counsel and of all agents and other persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith; and (c) to indemnify the Trustee and
each predecessor Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and its duties hereunder, including
enforcement of this Section 6.07. The obligations of the Company and each
Guarantor under this Section 6.07 to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, fees, disbursements and advances shall
constitute an additional obligation hereunder and shall survive the satisfaction
and discharge of this Indenture. To secure the obligations of the Company and of
each Guarantor to the Trustee under this Section 6.07, the Trustee shall have a
prior Lien upon all property and funds held or collected by the Trustee as such,
except funds and property paid by the Company or any Guarantor and held in trust
for the benefit of the Holders of particular Securities or for the purchase
price or redemption price of any Securities to be purchased pursuant to Section
10.10 or 10.15 or to be redeemed pursuant to Article Eleven.
Section 6.08. Conflicting Interests.
The Trustee shall be subject to and comply with the provisions of
Section 310(b) of the Trust Indenture Act.
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Section 6.09. Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder which shall be eligible
to act as Trustee under Trust Indenture Act Sections 310(a)(1) and (2) and which
shall have a combined capital and surplus of at least $100,000,000, and have a
Corporate Trust Office in the Borough of Manhattan in The City of New York,
State of New York. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of any Federal, state,
territorial or District of Columbia supervising or examining authority, then for
the purposes of this Section 6.09, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
6.09, the Trustee shall resign immediately in the manner and with the effect
hereinafter specified in this Article Six.
Section 6.10. Resignation and Removal; Appointment of Successor Trustee.
(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article Six shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.
(b) The Trustee, or any trustee or trustees hereinafter appointed, may
at any time resign by giving written notice thereof to the Company at least 20
Business Days prior to the date of such proposed resignation. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
Trustee by written instrument executed by authority of the Board of Directors of
the Company, a copy of which shall be delivered to the resigning Trustee and a
copy to the successor Trustee. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 20 Business Days
after the giving of such notice of resignation, the resigning Trustee may, or
any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee. Such court
may thereupon, after such notice, if any, as it may deem proper, appoint a
successor Trustee.
(c) The Trustee may be removed at any time by an Act of the Holders of
a majority in principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.
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(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Section
310(b) of the Trust Indenture Act in accordance with Section 6.08 hereof
after written request therefor by the Company or by any Holder who has been
a bona fide Holder of a Security for at least six months, or
(2) the Trustee shall cease to be eligible under Section 6.09 hereof
and shall fail to resign after written request therefor by the Company or
by any Holder who has been a bona fide Holder of a Security for at least
six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent, or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of
the Trustee or of its property or affairs for the purpose or
rehabilitation, conservation or liquidation,
then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) the Holder of any Security who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor Trustee.
(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution of its Board of Directors, shall promptly appoint
a successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so appointed
by the Company or the Holders of the Securities and accepted appointment in the
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manner hereinafter provided, the Holder of any Security who has been a bona fide
Holder for at least six months may on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.
(f) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee by mailing written
notice of such event by first-class mail, postage prepaid, to the Holders of
Securities as their names and addresses appear in the Security Register. Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office.
Section 6.11. Acceptance of Appointment by Successor.
Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee as if originally named as Trustee hereunder;
but, nevertheless, on the written request of the Company or the successor
Trustee, upon payment of amounts due it pursuant to Section 6.07, such retiring
Trustee shall duly assign, transfer and deliver to the successor Trustee all
moneys and property at the time held by it hereunder and shall execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers, duties and obligations of the retiring Trustee. Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a
prior claim upon all property or funds held or collected by such Trustee to
secure any amounts then due it pursuant to the provisions of Section 6.07.
No successor Trustee with respect to the Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor Trustee shall be eligible to act as Trustee under this
Article Six.
Upon acceptance of appointment by any successor Trustee as provided in
this Section 6.11, the successor shall give notice thereof to the Holders of the
Securities, by mailing such notice to such Holders at their addresses as they
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shall appear on the Security Register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.10. If the Company fails to give such notice within 10 days after acceptance
of appointment by the successor Trustee, the successor Trustee shall cause such
notice to be given at the expense of the Company.
Section 6.12. Merger, Conversion, Amalgamation, Consolidation or Succession to
Business.
Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated or amalgamated, or any corporation resulting
from any merger, conversion, amalgamation or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder without the execution or filing of any paper or any further
act on the part of any of the parties hereto, provided such corporation shall be
eligible under this Article Six to serve as Trustee hereunder.
In case at the time such successor to the Trustee under this Section
6.12 shall have succeeded to the trusts created by this Indenture any of the
Securities shall have been authenticated but not delivered, any such successor
to the Trustee may adopt the certificate of authentication of any predecessor
Trustee and deliver such Securities so authenticated; and, in case at that time
any of the Securities shall not have been authenticated, any successor to the
Trustee under this Section 6.12 may authenticate such Securities either in the
name of any predecessor hereunder or in the name of the successor Trustee; and
in all such cases such certificate shall have the full force which it is
anywhere in the Securities or in this Indenture provided that the certificate of
the Trustee shall have been authenticated.
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ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE
Section 7.01. Preservation of Information; Company To Furnish Trustee Names and
Addresses of Holders.
(a) The Trustee shall preserve the names and addresses of the
Securityholders and otherwise comply with TIA Section 312(a). If the Trustee is
not the Registrar, the Company shall furnish or cause the Registrar to furnish
to the Trustee before each Interest Payment Date, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the
Securityholders. Neither the Company nor the Trustee shall be under any
responsibility with regard to the accuracy of such list.
(b) The Company will furnish or cause to be furnished to the Trustee
(i) semi-annually, not more than 15 days after each Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such Regular Record Date; and
(ii) at such other times as the Trustee may reasonably request in
writing, within 30 days after receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior
to the time such list is furnished;
provided, however, that if and so long as the Trustee shall be the Registrar, no
such list need be furnished pursuant to this Subsection 7.01(b).
Section 7.02. Communications of Holders.
Holders may communicate with other Holders with respect to their rights
under this Indenture or under the Securities pursuant to Section 312(b) of the
Trust Indenture Act. The Company and the Trustee and any and all other persons
benefited by this Indenture shall have the protection afforded by Section 312(c)
of the Trust Indenture Act.
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Section 7.03. Reports by Trustee.
Within 60 days after May 15 of each year commencing with the first May
15 following the date of this Indenture, the Trustee shall mail to all Holders,
as their names and addresses appear in the Security Register, a brief report
dated as of such May 15, in accordance with, and to the extent required under
Section 313 of the Trust Indenture Act. At the time of its mailing to Holders, a
copy of each such report shall be filed by the Trustee with the Company, the
Commission and with each stock exchange on which the Securities are listed. The
Company shall notify the Trustee when the Securities are listed on any stock
exchange.
ARTICLE EIGHT
CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.
Section 8.01. Company May Consolidate, etc., Only on Certain Terms.
(a) The Company shall not, in any transaction or series of related
transactions, merge or consolidate with or into, or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets as an entirety to, any Person or Persons, and the Company
shall not permit any of the Restricted Subsidiaries to enter into any such
transaction or series of related transactions if such transaction or series of
related transactions, in the aggregate, would result in a sale, assignment,
conveyance, transfer, lease or other disposition of all or substantially all of
the properties and assets of the Company and the Restricted Subsidiaries
(determined on a consolidated basis for the Company and the Restricted
Subsidiary), to any Person or Persons, unless at the time and after giving
effect thereto:
(i) either (A)(1) if the transaction or transactions is a merger or
consolidation involving the Company, the Company shall be the Surviving
Person of such merger or consolidation or (2) if the transaction or
transactions is a merger or consolidation involving a Restricted
Subsidiary, such Restricted Subsidiary shall be the Surviving Person of
such merger or consolidation, or (B)(1) the Surviving Person shall be a
corporation organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia and (2)(x) in the
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case of a transaction involving the Company, the Surviving Person shall
expressly assume by a supplemental indenture executed and delivered to the
Trustee, in form satisfactory to the Trustee, all the obligations of the
Company under the Securities and this Indenture and the Registration Rights
Agreement, and in each case, this Indenture and the Registration Rights
Agreement shall remain in full force and effect, or (y) in the case of a
transaction involving a Restricted Subsidiary that is a Guarantor, the
Surviving Person shall expressly assume by a supplemental indenture
executed and delivered to the Trustee, in form satisfactory to the Trustee,
all the obligations of such Restricted Subsidiary under its Security
Guarantee and this Indenture and the Registration Rights Agreement, and in
each case, this Indenture and the Registration Rights Agreement shall
remain in full force and effect;
(ii) immediately after giving effect to such transaction or series of
related transactions on a pro forma basis, no Default shall have occurred
and be continuing;
(iii) the Company, or the Surviving Person, as the case may be,
immediately after giving effect to such transaction or series of related
transactions on a pro forma basis (including, without limitation, any
Indebtedness incurred or anticipated to be incurred in connection with or
in respect of such transaction or series of transactions), could incur
$1.00 of additional Indebtedness (other than Permitted Indebtedness) under
Section 10.11; and
(iv) immediately after giving effect to such transaction or series of
related transactions on a pro forma basis, the Company, or the Surviving
Person, as the case may be, shall have a Consolidated Net Worth not less
than the Consolidated Net Worth of the Company immediately prior to such
transaction or series of related transactions.
(b) No Guarantor (other than a Guarantor whose Security Guarantee is to
be released in accordance with Section 13.03) shall, in any transaction or
series of related transactions, consolidate with or merge with or into another
Person, whether or not such Person is affiliated with such Guarantor and whether
or not such Guarantor is the Surviving Person, unless:
(i) the Surviving Person (if other than such Guarantor) is a
corporation organized and validly existing under the laws of the United
States, any State thereof or the District of Columbia;
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(ii) the Surviving Person (if other than such Guarantor) expressly
assumes by a supplemental indenture all the obligations of such Guarantor
under its Security Guarantee and the performance and observance of every
covenant of this Indenture and the Registration Rights Agreement to be
performed or observed by such Guarantor;
(iii) immediately after giving effect to such transaction or series of
related transactions on a pro forma basis, no Default shall have occurred
and be continuing; and
(iv) immediately after giving effect to such transaction or series of
related transactions on a pro forma basis, such Guarantor, or the Surviving
Person, as the case may be, shall have a Consolidated Net Worth not less
than the Consolidated Net Worth of such Guarantor immediately prior to such
transaction or series of related transactions.
(c) In connection with any consolidation, merger, transfer, lease or
other disposition contemplated hereby, the Company shall deliver, or cause to be
delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers' Certificate and an Opinion of counsel, each stating that
such consolidation, merger, transfer, lease or other disposition and the
supplemental indenture in respect thereof comply with the requirements of this
Indenture. In addition, each Guarantor, in the case of a transaction described
in paragraph (a) of this Section 8.01, unless it is the other party to the
transaction or unless its Security Guarantee will be released and discharged in
accordance with its terms as a result of the transaction, will be required to
confirm, by supplemental indenture, that its Security Guarantee will continue to
apply to the obligations of the Company or the Surviving Person under the
Indenture.
Section 8.02. Successor Substituted.
Upon any consolidation or merger of the Company or any Guarantor or any
transfer of all or substantially all of the assets of the Company in accordance
with Section 8.01, in which the Company or a Guarantor is not the Surviving
Person, the Surviving Person shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture and the
Securities and the Registration Rights Agreement or such Guarantor under this
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Indenture, the Security Guarantee of such Guarantor and the Registration Rights
Agreement, as the case may be, with the same effect as if such successor
corporation had been named as the Company or Guarantor, as the case may be,
herein and therein; and thereafter, except in the case of (a) a lease or (b) any
sale, assignment, conveyance, transfer, lease or other disposition to a
Restricted Subsidiary of the Company or such Guarantor, the Company shall be
discharged from all obligations and covenants under this Indenture and the
Securities and such Guarantor shall be discharged from all obligations and
covenants under this Indenture and the Security Guarantee of such Guarantor, as
the case may be.
For all purposes of this Indenture and the Securities (including the
provisions of this Article Eight and the covenants described in Sections 10.11,
10.13 and 10.16), Subsidiaries of any Surviving Person shall, upon such
transaction or series of related transactions, become Restricted Subsidiaries
unless and until designated as Unrestricted Subsidiaries pursuant to and in
accordance with Section 10.20, and all Indebtedness, and all Liens on property
or assets, of the Company and the Restricted Subsidiaries in existence
immediately prior to such transaction or series of related transactions will be
deemed to have been incurred upon such transaction or series of related
transactions.
ARTICLE NINE
SUPPLEMENTAL INDENTURES AND WAIVERS
Section 9.01. Supplemental Indentures, Agreements and Waivers Without Consent
of Holders.
Without the consent of any Holders, the Company and the Guarantors,
when authorized by a Board Resolution of the Board of Directors of the Company
and each Guarantor, and the Trustee, at any time and from time to time, may
amend, waive, modify or supplement this Indenture or the Securities or the
Security Guarantees for any of the following purposes:
(a) to evidence the succession of another person to the Company or a
Guarantor, and the assumption by any such successor of the covenants of the
Company or such Guarantor herein and in the Securities and/or in any
Security Guarantee, as the case may be;
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(b) to add to the covenants of the Company or any Guarantor for the
benefit of the Holders, or to surrender any right or power conferred upon
the Company or any Guarantor, as applicable, herein, in the Securities or
in any Security Guarantee, as the case may be;
(c) to cure any ambiguity, to correct or supplement any provision
herein, in the Securities or in any Security Guarantee which may be
defective or inconsistent with any other provision herein or to make any
other provisions with respect to matters or questions arising under this
Indenture, the Securities or any Security Guarantee; provided, however,
that, in each case, such provisions shall not materially adversely affect
the legal rights of the Holders;
(d) to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the Trust
Indenture Act, as contemplated by Section 9.05 hereof or otherwise;
(e) to add a Guarantor pursuant to the requirements of Section 10.17
hereof or otherwise;
(f) to evidence and provide the acceptance of the appointment of a
successor Trustee hereunder;
(g) to mortgage, pledge, hypothecate or grant a security interest in
any property or assets in favor of the Trustee for the benefit of the
Holders as security for the payment and performance of the Indenture
Obligations; or
(h) to make any other change that does not materially adversely affect
the legal rights of any Holder;
provided, however, that the Company has delivered to the Trustee an Opinion of
Counsel stating that such change, agreement or waiver does not materially
adversely affect the legal rights of any Holder.
Section 9.02. Supplemental Indentures, Agreements and Waivers with Consent of
Holders.
With the written consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities delivered to the
Company, each Guarantor and the Trustee, the Company and each Guarantor when
authorized by a Board Resolution, together with the Trustee, may amend, waive,
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modify or supplement any other provision of this Indenture or the Securities or
the Security Guarantees; provided, however, that no such amendment, waiver,
modification or supplement may, without the written consent of the Holder of
each Outstanding Security affected thereby:
(i) change the maturity of the principal of or any installment of
interest on any such Security or alter the optional redemption or
repurchase provisions of any such Security or this Indenture in a manner
adverse to the Holders of the Securities;
(ii) reduce the principal amount of (or the premium) of any such
Security;
(iii) reduce the rate of or extend the time for payment of interest on
any such Security;
(iv) change the place or currency of payment of principal of (or
premium) or interest on any such Security;
(v) modify any provisions of this Indenture relating to the waiver of
past defaults (other than to add sections to this Indenture or the
Securities subject thereto) or the right of the Holders of Securities to
institute suit for the enforcement of any payment on or with respect to any
such Security or any Security Guarantee or the modification and amendment
provisions of this Indenture and the Securities (other than to add sections
to this Indenture or the Securities which may not be amended, supplemented
or waived without the consent of each Holder therein affected);
(vi) reduce the percentage of the principal amount of Outstanding
Securities necessary for amendment to or waiver of compliance with any
provision of this Indenture or the Securities or for waiver of any Default
in respect thereof;
(vii) waive a default in the payment of principal of, premium, if any,
or interest on, or redemption payment with respect to, the Securities
(except a rescission of acceleration of the Securities by the holders
thereof as provided in this Indenture and a waiver of the payment default
that resulted from such acceleration);
(viii) modify the ranking or priority of any Security or the Security
Guarantee of any Guarantor;
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(ix) modify the provisions of any covenant (or the related definitions)
in this Indenture requiring the Company to make and consummate a Change of
Control Offer upon a Change of Control or an Asset Sale Offer in respect of
an Asset Sale or modify any of the provisions or definitions with respect
thereto in a manner materially adverse to the Holders of Securities
affected thereby otherwise than in accordance with this Indenture; or
(x) release any Guarantor from any of its obligations under its
Security Guarantee or this Indenture otherwise than in accordance with this
Indenture.
Upon the written request of the Company and each Guarantor accompanied
by a copy of a Board Resolution of the Board of Directors of each of them
authorizing the execution of any such supplemental indenture or other agreement,
instrument or waiver, and upon the filing with the Trustee of evidence of the
consent of Holders as aforesaid, the Trustee shall join with the Company and
each Guarantor in the execution of such supplemental indenture or other
agreement, instrument or waiver.
It shall not be necessary for any Act of Holders under this Section
9.02 to approve the particular form of any proposed supplemental indenture or
other agreement, instrument or waiver, but it shall be sufficient if such Act
shall approve the substance thereof.
Section 9.03. Execution of Supplemental Indentures, Agreements and Waivers.
In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01 hereof) shall be fully protected in relying upon, an Opinion of Counsel and
an Officers' Certificate from each obligor under the Securities entering into
such supplemental indenture, agreement, instrument or waiver, each stating that
the execution of such supplemental indenture, agreement, instrument or waiver
(a) is authorized or permitted by this Indenture and (b) does not violate the
provisions of any agreement or instrument evidencing any other Indebtedness of
the Company, any Guarantor or any other Subsidiary of the Company. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture,
agreement, instrument or waiver which affects the Trustee's own rights, duties
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or immunities under this Indenture, the Securities, any Security Guarantee or
otherwise.
Section 9.04. Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this Article
Nine, this Indenture, the Securities, if applicable, and/or the applicable
Security Guarantee shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture, the Securities, if
applicable, and/or the applicable Security Guarantee, as the case may be, for
all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.
Section 9.05. Conformity with Trust Indenture Act.
Every supplemental indenture executed pursuant to this Article Nine
shall conform to the requirements of the Trust Indenture Act as then in effect.
Section 9.06. Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article Nine may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Board of Directors of the Company, to any such supplemental indenture may be
prepared and executed by the Company and each Guarantor and authenticated and
delivered by the Trustee upon a Company Order in exchange for Outstanding
Securities.
Section 9.07. Record Date.
The Company may, but shall not be obligated to, fix, a record date for
the purpose of determining the Holders entitled to consent to any supplemental
indenture, agreement or instrument or any waiver, and shall promptly notify the
Trustee of any such record date. If a record date is fixed, those Persons who
were Holders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to consent to such supplemental indenture,
agreement or instrument or waiver or to revoke any consent previously given,
whether or not such Persons continue to be Holders after such record date.
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Section 9.08. Revocation and Effect of Consents.
Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if a notation of the consent is not made
on any Security. However, any such Holder, or subsequent Holder, may revoke the
consent as to his Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment or waiver becomes effective.
An amendment or waiver shall become effective in accordance with its terms and
thereafter bind every Holder.
ARTICLE TEN
COVENANTS
Section 10.01. Payment of Principal, Premium and Interest.
The Company shall duly and punctually pay the principal of, premium, if
any, and interest on the Securities in accordance with the terms of the
Securities, this Indenture and the Registration Rights Agreement.
Section 10.02. Maintenance of Office or Agency.
The Company shall maintain in the Borough of Manhattan in The City of
New York, State of New York, an office or agency where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
office of the Trustee at its Corporate Trust Office shall be such office or
agency of the Company, unless the Company shall designate and maintain some
other office or agency for one or more of such purposes. The Company shall give
prompt written notice to the Trustee of any change in the location of any such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.
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The Company may also from time to time designate one or more other
offices or agencies (in or outside of The City of New York, State of New York)
where the Securities may be presented or surrendered for any or all such
purposes, and may from time to time rescind such designation; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in The City of New York, State
of New York for such purposes. The Company shall give prompt written notice to
the Trustee of any such designation or rescission and any change in the location
of any such other office or agency.
Section 10.03. Money for Security Payments To Be Held in Trust.
If the Company, any Guarantor or any of their respective Affiliates
shall at any time act as Paying Agent, it shall, and shall cause such Guarantor
or Affiliate to, if applicable, on or before each due date of the principal of,
premium, if any, or interest on any of the Securities, segregate and hold in
trust for the benefit of the Holders entitled thereto a sum sufficient to pay
the principal, premium, if any, or interest so becoming due until such sums
shall be paid to such persons or otherwise disposed of as herein provided, and
will promptly notify the Trustee of its action or failure so to act.
If the Company is not acting as Paying Agent, the Company shall, on or
before each due date of the principal of, premium, if any, or interest on, any
Securities, deposit with a Paying Agent a sum in same day funds sufficient to
pay the principal, premium, if any, or interest so becoming due, such sum to be
held in trust for the benefit of the Holders entitled to such principal, premium
or interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of such action or any failure so to act.
If the Company is not acting as Paying Agent, the Company shall cause
each Paying Agent other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent will agree with the Trustee, subject to
the provisions of this Section 10.03, that such Paying Agent will:
(a) hold all sums held by it for the payment of the principal of,
premium, if any, or interest on Securities in trust for the benefit of the
Holders entitled thereto until such sums shall be paid to such Holders or
otherwise disposed of as herein provided;
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(b) give the Trustee notice of any Default by the Company or any
Guarantor (or any other obligor upon the Securities) in the making of any
payment of principal of, premium, if any, or interest on the Securities;
(c) at any time during the continuance of any such Default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent; and
(d) acknowledge, accept and agree to comply in all aspects with the
provisions of this Indenture relating to the duties, rights and liabilities
of such Paying Agent.
The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent will be released from all further liability with respect to
such money.
Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Security and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be paid
to the Company upon receipt of a Company Request therefor, or (if then held by
the Company) will be discharged from such trust; and the Holder of such Security
will thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, at the option of the Company
in the New York Times or the Wall Street Journal (national edition), notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining shall be repaid to the Company.
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Section 10.04. Corporate Existence.
Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect the corporate
existence, rights (charter and statutory), licenses and franchises of the
Company and each of the Restricted Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise
if the Board of Directors of the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
the Restricted Subsidiaries as a whole and that the loss thereof is not adverse
in any material respect to the Holders; provided, further, however, that the
foregoing shall not prohibit a sale, transfer or conveyance of a Restricted
Subsidiary of the Company or any of its assets in compliance with the terms of
this Indenture.
Section 10.05. Payment of Taxes and Other Claims.
The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all material taxes, assessments and
governmental charges levied or imposed (i) upon the Company or any of the
Restricted Subsidiaries or (ii) upon the income, profits or property of the
Company or any of the Restricted Subsidiaries and (b) all lawful claims for
labor, materials and supplies, which, if unpaid, could reasonably be expected to
become a Lien upon the property of the Company or any of the Restricted
Subsidiaries; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings properly instituted and diligently conducted
and for which appropriate provision has been made.
Section 10.06. Maintenance of Properties.
The Company shall cause all material properties owned or leased by the
Company or any of the Restricted Subsidiaries or used or held for use in the
conduct of their respective businesses to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and shall cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
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nothing in this Section 10.06 shall prevent the Company from discontinuing the
maintenance of any of such properties if such discontinuance is, in the judgment
of the Company (as evidenced by a Board Resolution of the Board of Directors of
the Company), desirable in the conduct of its business or the business of any of
the Restricted Subsidiaries and is not disadvantageous in any material respect
to the Holders.
Section 10.07. Insurance.
The Company shall maintain, and shall cause the Restricted Subsidiaries
to maintain, insurance with responsible carriers against such risks and in such
amounts, and with such deductibles, retentions, self-insured amounts and
co-insurance provisions, as are customarily carried by similar businesses of
similar size, including property and casualty loss, and workers' compensation
insurance.
Section 10.08. Books and Records.
The Company shall keep proper books of record and account, in which
full and correct entries shall be made of all financial transactions and the
assets and business of the Company and each Restricted Subsidiary of the Company
in compliance with GAAP.
Section 10.09. Provision of Financial Statements.
For so long as the Securities are outstanding, whether or not the
Company or any Guarantor is subject to Section 13(a) or 15(d) of the Exchange
Act, or any successor provision thereto, the Company and the Guarantors shall
file with the Commission (if permitted by Commission practice and applicable law
and regulations) the annual reports, quarterly reports and other documents which
the Company or the Guarantors would have been required to file with the
Commission pursuant to such Section 13(a) or 15(d) or any successor provision
thereto if the Company or the Guarantors were so subject, such documents to be
filed with the Commission on or prior to the respective dates (the "Required
Filing Dates") by which the Company or the Guarantors would have been required
so to file such documents if the Company or the Guarantors were so subject. The
Company and the Guarantors shall also in any event (a) within 15 days after each
Required Filing Date (whether or not permitted or required to be filed with the
Commission) (i) transmit (or cause to be transmitted) by mail to all Holders of
Securities, as their names and addresses appear in the Security Register,
without cost to such Holders, and (ii) file with the Trustee, copies of the
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annual reports, quarterly reports and other documents which the Company or the
Guarantors are required to file with the Commission pursuant to the preceding
sentence, or, if such filing is not so permitted, information and data of a
similar nature, and (b) if, notwithstanding the preceding sentence, filing such
documents by the Company and the Guarantors with the Commission is not permitted
by Commission practice or applicable law or regulations, promptly upon written
request supply copies of such documents to any Holder of Securities. In
addition, for so long as any Securities remain outstanding, the Company and the
Guarantors shall furnish to the Holders of Securities and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act, and, to any
beneficial holder of Securities, if not obtainable from the Commission,
information of the type that would be filed with the Commission pursuant to the
foregoing provisions, upon the request of any such holder.
Section 10.10. Change of Control.
Following the occurrence of a Change of Control (the date of such
occurrence, the "Change of Control Date"), the Company shall notify the Holders
of Securities in writing of such occurrence and shall make an offer to purchase
(the "Change of Control Offer"), within 20 days after the Change of Control
Date, all Securities then Outstanding at a purchase price in cash equal to 101%
of the principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the date fixed for purchase of Securities validly tendered and not
withdrawn, which date shall not be earlier than the 20th Business Day following
the mailing of the Change of Control Offer or later than the last day such
Change of Control Offer is required to remain open by applicable law (the
"Change of Control Purchase Date"). Failure to mail the notice of a Change of
Control Offer on the date specified below or to have satisfied the foregoing
condition precedent by the date that such notice is required to be mailed will
constitute a covenant Default under Section 5.01(c).
Notice of a Change of Control Offer shall be mailed by the Company not
more than 20 days after the Change of Control Date to the Holders of Securities
at their last registered addresses with a copy to the Trustee and the Paying
Agent. The Change of Control Offer shall remain open from the time of mailing
for at least 20 Business Days or such longer period as may be required by
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applicable law. The notice, which shall govern the terms of the Change of
Control Offer, shall include such disclosures as are required by law and shall
state:
(a) that the Change of Control Offer is being made pursuant to this
Section 10.10 and that all Securities tendered into the Change of Control
Offer will be accepted for payment; and that the Change of Control Offer
shall remain open for a period of 20 Business Days or such longer period as
may be required by applicable law.
(b) the purchase price (including the amount of accrued interest, if
any) for each Security, the Change of Control Purchase Date and the date on
which the Change of Control Offer expires;
(c) that any Security not tendered for payment shall continue to accrue
interest in accordance with the terms thereof;
(d) that, unless the Company shall default in the payment of the
purchase price, any Security accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest after the Change of Control
Purchase Date;
(e) that Holders electing to have Securities purchased pursuant to a
Change of Control Offer shall be required to surrender their Securities to
the Paying Agent at the address specified in the notice prior to 5:00 p.m.,
New York City time, on the Change of Control Purchase Date and must
complete any form letter of transmittal proposed by the Company and
acceptable to the Trustee and the Paying Agent;
(f) that Holders of Securities shall be entitled to withdraw their
election if the Paying Agent receives, not later than 5:00 p.m., New York
City time, on the Change of Control Purchase Date, a facsimile transmission
or letter setting forth the name of the Holders, the principal amount of
Securities the Holders delivered for purchase, the Security certificate
number (if any) and a statement that such Holder is withdrawing his
election to have such Securities purchased;
(g) that Holders whose Securities are purchased only in part shall be
issued Securities of like tenor equal in principal amount to the
unpurchased portion of the Securities surrendered;
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(h) the instructions that Holders must follow in order to tender their
Securities; and
(i) information concerning the business of the Company, the most recent
annual and quarterly reports of the Company filed with the Commission
pursuant to the Exchange Act (or, if the Company is not permitted to file
any such reports with the Commission, the comparable reports prepared
pursuant to Section 10.09), a description of material developments in the
Company's business, information with respect to pro forma historical
financial position and results of operations after giving effect to such
Change of Control and such other information concerning the circumstances
and relevant facts regarding such Change of Control and Change of Control
Offer as would, in the good faith judgment of the Company, be material to a
Holder of Securities in connection with the decision of such Holder as to
whether or not it should tender Securities pursuant to the Change of
Control Offer.
On the Change of Control Purchase Date, the Company shall (i) accept
for payment Securities or portions thereof tendered pursuant to the Change of
Control Offer, (ii) deposit with the Paying Agent money, in immediately
available funds, sufficient to pay the purchase price of all Securities or
portions thereof so tendered and accepted and (iii) deliver to the Trustee the
Securities so accepted together with an Officers' Certificate setting forth the
Securities or portions thereof tendered to and accepted for payment by the
Company. The Paying Agent shall promptly mail or deliver to the Holders of
Securities so accepted payment in an amount equal to the purchase price, and the
Trustee shall promptly authenticate and mail or deliver to such Holders a new
Security of like tenor equal in principal amount to any unpurchased portion of
the Security surrendered. Any Securities not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof. The Company shall
publicly announce the results of the Change of Control Offer not later than the
first Business Day following the Change of Control Purchase Date.
The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act, and any other applicable
securities laws or regulations and any applicable requirements of any securities
exchange on which the Securities are listed in connection with the repurchase of
Securities pursuant to a Change of Control Offer, and any violations of this
Section 10.10 occurring as a result of such compliance shall not be deemed a
Default.
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Section 10.11. Limitation on Indebtedness.
The Company shall not, and shall not cause or permit any of the
Restricted Subsidiaries to, directly or indirectly, create, incur, assume,
issue, guarantee or in any manner become liable for or with respect to,
contingently or otherwise (in each case, to "incur"), the payment of any
Indebtedness (including any Acquired Indebtedness); provided, however, that (i)
the Company may incur Indebtedness (including Acquired Indebtedness) and (ii) a
Restricted Subsidiary may incur Acquired Indebtedness, if, in either case,
immediately after giving pro forma effect thereto, the Consolidated Fixed Charge
Coverage Ratio of the Company is at least equal to (i) if the date of such
incurrence is on or prior to December 31, 2000, 2.00:1.0, and (ii) if the date
of such incurrence is after December 31, 2000, 2.25:1.0.
Notwithstanding the foregoing, the Company and, to the extent
specifically set forth below, the Restricted Subsidiaries may incur each and all
of the following (collectively, "Permitted Indebtedness"):
(i) Indebtedness of the Company under the New Revolving Credit Facility
in an aggregate principal amount at any time outstanding not to exceed
$20.0 million (it being understood that additional Indebtedness may be
incurred under the New Revolving Credit Facility pursuant to the other
provisions of this Section 10.11);
(ii) Indebtedness of the Company or any Guarantor under the Indenture
and the Securities;
(iii) Indebtedness of the Company or any Restricted Subsidiary not
otherwise referred to in this paragraph that is outstanding on the Issue
Date, except Indebtedness to be repaid as described under "Use of Proceeds"
in the Offering Memorandum;
(iv) Indebtedness of the Company or any Restricted Subsidiary in
respect of performance bonds, bankers' acceptances, letters of credit of
the Company or any Restricted Subsidiary and surety bonds provided by the
Company or any Restricted Subsidiary in the ordinary course of business,
not to exceed $10.0 million in the aggregate at any time outstanding;
(v) Indebtedness of any Restricted Subsidiary owed to and held by the
Company or any Restricted Subsidiary, and Indebtedness of the Company owed
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to and held by any Restricted Subsidiary which is unsecured and
subordinated in right of payment to the payment and performance of the
Company's obligations under this Indenture and the Securities; provided,
however, that an incurrence of Indebtedness that is not permitted by this
clause (v) shall be deemed to have occurred upon (a) any sale or other
disposition of any Indebtedness of the Company or any Restricted Subsidiary
referred to in this clause (v) to a Person (other than the Company or any
Restricted Subsidiary), (b) any sale or other disposition of Capital Stock
of any Restricted Subsidiary which holds Indebtedness of the Company or
another Restricted Subsidiary such that such Restricted Subsidiary ceases
to be a Restricted Subsidiary and (c) the designation of a Restricted
Subsidiary which holds Indebtedness of the Company or any other Restricted
Subsidiary as an Unrestricted Subsidiary;
(vi) any guarantee of Indebtedness by a Restricted Subsidiary incurred
in compliance with Section 10.17;
(vii) Interest Rate Protection Obligations of the Company or any
Restricted Subsidiary covering Indebtedness of the Company or such
Restricted Subsidiary (which Indebtedness (a) bears interest at fluctuating
interest rates and (b) is otherwise permitted to be incurred under this
Section 10.11) to the extent the notional principal amount of such Interest
Rate Protection Obligations does not exceed the principal amount of the
Indebtedness to which such Interest Rate Protection Obligations relate;
(viii) Indebtedness of the Company or any Restricted Subsidiary under
Currency Agreements relating to (a) Indebtedness of the Company or such
Restricted Subsidiary and/or (b) obligations to purchase or sell assets or
properties, in each case, incurred in the ordinary course of business of
the Company; provided, however, that such Currency Agreements do not
increase the Indebtedness or other obligations of the Company outstanding
other than as a result of fluctuations in foreign currency exchange rates
or by reason of fees, indemnities and compensation payable thereunder;
(ix) Purchase Money Indebtedness and Capitalized Lease Obligations of
the Company or any Restricted Subsidiary not to exceed $10.0 million in the
aggregate outstanding at any time;
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(x) (a) Indebtedness of the Company or any Guarantor to the extent the
proceeds thereof are used to Refinance Indebtedness of the Company or any
Guarantor or any Restricted Subsidiary and (b) Indebtedness of any
Restricted Subsidiary that is not a Guarantor to the extent the proceeds
thereof are used to Refinance Indebtedness of any Restricted Subsidiary
that is not a Guarantor, in each case incurred under the first paragraph of
this Section 10.11 or Indebtedness referred to under clause (iii) (other
than the Indebtedness to be repaid as described under "Use of Proceeds" in
the Offering Memorandum) of this paragraph; provided, however, that, in the
case of either clause (a) or (b), (1) the principal amount of Indebtedness
incurred pursuant to this clause (x) (or, if such Indebtedness provides for
an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the maturity thereof, the original issue
price of such Indebtedness) shall not exceed the sum of the principal
amount of Indebtedness so refinanced (or, if such Indebtedness provides for
an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the maturity thereof, the original issue
price of such Indebtedness, plus any accreted value attributable thereto
since the original issuance of such Indebtedness), plus the amount of any
premium required to be paid in connection with such Refinancing pursuant to
the terms of such Indebtedness or the amount of any premium reasonably
determined by the Company or a Restricted Subsidiary, as applicable, as
necessary to accomplish such Refinancing by means of a tender offer or
privately negotiated purchase, plus the amount of expenses in connection
therewith; and (2) Indebtedness incurred pursuant to this clause (x) shall
not reduce the Average Life to Stated Maturity of the Indebtedness so
refinanced; and
(xi) in addition to the items referred to in clauses (i) through (x)
above, additional Indebtedness of the Company or any Restricted Subsidiary
not to exceed an aggregate principal amount at any time outstanding of
$10.0 million.
For purposes of determining compliance with this Section 10.11, in the
event that an item of Indebtedness meets the criteria of more than one of the
types of Indebtedness permitted by this Section 10.11, the Company in its sole
discretion shall classify such item of Indebtedness and only be required to
include the amount of such Indebtedness as one of such types.
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Section 10.12. Statement by Officers as to Default.
The Company shall deliver to the Trustee, within 45 days after the end
of the first three fiscal quarters of the Company ending after the date hereof
and 90 days after the end of each fiscal year of the Company ending after the
date hereof, a written statement signed by the chairman or a chief executive
officer, the principal financial officer or principal accounting officer of the
Company, stating (i) that a review of the activities of the Company during the
preceding fiscal quarter or year, as applicable, has been made under the
supervision of the signing officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and (ii) that, to the knowledge of each officer signing such
certificate, the Company has kept, observed, performed and fulfilled each and
every covenant and condition contained in this Indenture and is not in default
in the performance or observance of any of the terms, provisions, conditions and
covenants hereof (or, if a Default shall have occurred, describing all such
Defaults of which such officers may have knowledge, their status and what action
the Company is taking or proposes to take with respect thereto). When any
Default has occurred and is continuing, or if the Trustee or any Holder or the
trustee for or the holder of any other evidence of Indebtedness of the Company
or any Restricted Subsidiary gives any notice or takes any other action with
respect to a claimed default, the Company shall promptly notify the Trustee of
such Default, notice or action and shall deliver to the Trustee by registered or
certified mail or by telegram, or facsimile transmission followed by hard copy
by registered or certified mail an Officers' Certificate specifying such event,
notice or other action within five Business Days after the Company becomes aware
of such occurrence and what action the Company is taking or proposes to take
with respect thereto.
Section 10.13. Limitation on Restricted Payments.
The Company shall not, and shall not cause or permit any of the
Restricted Subsidiaries to, directly or indirectly:
(i) declare or pay any dividend or make any other distribution or
payment on or in respect of Capital Stock of the Company or any Restricted
Subsidiary or any payment made to the direct or indirect holders (in their
capacities as such) of Capital Stock of the Company or any Restricted
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Subsidiary (other than dividends or distributions made to the Company or a
Restricted Subsidiary and dividends and distributions payable solely in
Capital Stock of the Company (other than Redeemable Capital Stock) or in
rights to purchase Capital Stock of the Company (other than Redeemable
Capital Stock)); or
(ii) purchase, redeem, defease or otherwise acquire or retire for value
any Capital Stock of the Company or any Restricted Subsidiary (other than
any such Capital Stock owned by the Company or a Restricted Subsidiary); or
(iii) make any principal payment on, or purchase, defease, repurchase,
redeem or otherwise acquire or retire for value, prior to any scheduled
maturity, scheduled repayment, scheduled sinking fund payment or other
Stated Maturity, any Subordinated Indebtedness (other than any Subordinated
Indebtedness owed to and held by the Company or a Restricted Subsidiary);
or
(iv) make any Investment (other than a Permitted Investment) in any
Person (other than in the Company, any Restricted Subsidiary or a Person
that becomes a Restricted Subsidiary, or is merged with or into or
consolidated with the Company or a Restricted Subsidiary (provided the
Company or a Restricted Subsidiary is the survivor), as a result of or in
connection with such Investment)
(each such payment or Investment (other than an exception thereto) described in
the preceding clauses (i), (ii), (iii) and (iv) is referred to as a "Restricted
Payment"), unless, at the time of and after giving effect to the proposed
Restricted Payment (the amount of any such Restricted Payment, if other than in
cash, shall be the Fair Market Value of the asset(s) proposed to be transferred
by the Company or such Restricted Subsidiary, as the case may be, pursuant to
such Restricted Payment):
(A) no Default shall have occurred and be continuing;
(B) the Company could incur $1.00 of additional Indebtedness (other
than Permitted Indebtedness) under Section 10.11; and
(C) the aggregate amount of all Restricted Payments declared or made
from and after the Issue Date would not exceed the sum of (1) 50% of
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cumulative Consolidated Net Income of the Company during the period
(treated as one accounting period) beginning on the Issue Date and ending
on the last day of the fiscal quarter of the Company immediately preceding
the date of such proposed Restricted Payment for which consolidated
financial information of the Company is available (or, if such cumulative
Consolidated Net Income of the Company for such period shall be a deficit,
minus 100% of such deficit), plus (2) the aggregate net cash proceeds
received by the Company either (x) as capital contributions in the form of
common equity to the Company after the Issue Date or (y) from the issuance
or sale of Capital Stock (excluding Redeemable Capital Stock but including
Capital Stock issued upon the conversion of convertible Indebtedness, in
exchange for outstanding Indebtedness or from the exercise of options,
warrants or rights to purchase Capital Stock (other than Redeemable Capital
Stock)) of the Company to any Person (other than to a Restricted Subsidiary
of the Company) after the Issue Date (excluding the net cash proceeds from
any issuance and sale of Capital Stock financed, directly or indirectly,
using funds borrowed from the Company or any Restricted Subsidiary until
and to the extent such borrowing is repaid), plus (3) in the case of the
disposition or repayment of any Investment constituting a Restricted
Payment made after the Issue Date, an amount (to the extent not included in
Consolidated Net Income and to the extent such disposition or repayment
does not reduce the amount of Investments outstanding under clause (viii)
of the second succeeding paragraph hereunder) equal to the lesser of the
return of capital with respect to such Investment and the initial amount of
such Investment which was treated as a Restricted Payment, in either case,
less the cost of the disposition of such Investment and net of taxes, plus
(4) so long as the Designation thereof was treated as a Restricted Payment
made after the Issue Date, with respect to any Unrestricted Subsidiary that
has been redesignated as a Restricted Subsidiary after the Issue Date in
accordance with Section 10.20, the Fair Market Value of the Company's
interest in such Subsidiary calculated in accordance with GAAP, provided
that such amount shall not in any case exceed the Designation Amount with
respect to such Restricted Subsidiary upon its Designation, minus (5) the
Designation Amount (measured as of the date of Designation) with respect to
any Subsidiary of the Company which has been designated as an Unrestricted
Subsidiary after the Issue Date in accordance with Section 10.20.
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For purposes of the preceding clause (C)(2), upon the issuance of
Capital Stock either from the conversion of convertible Indebtedness or exchange
for outstanding Indebtedness or upon the exercise of options, warrants or
rights, the amount counted as net cash proceeds received will be the cash amount
received by the Company at the original issuance of the Indebtedness that is so
converted or exchanged or from the issuance of options, warrants or rights, as
the case may be, plus the incremental amount of cash received by the Company, if
any, upon the conversion, exchange or exercise thereof.
None of the foregoing provisions of this Section 10.13 will prohibit
(i) the payment of any dividend within 60 days after the date of its
declaration, if at the date of declaration such payment would be permitted by
the provisions of the Indenture; (ii) so long as no Default shall have occurred
and be continuing or would arise therefrom, the redemption, repurchase or other
acquisition or retirement of any shares of any class of Capital Stock of the
Company in exchange for, or out of the net cash proceeds of, a substantially
concurrent issue and sale of other shares of Capital Stock (other than
Redeemable Capital Stock) of the Company to any Person (other than to a
Restricted Subsidiary); provided, however, that any such net proceeds and the
value of any Capital Stock issued in exchange for such retired Capital Stock are
excluded from clause (C)(2) of the second preceding paragraph; (iii) so long as
no Default shall have occurred and be continuing or would arise therefrom, any
redemption, repurchase or other acquisition or retirement of Subordinated
Indebtedness made by exchange for, or out of the net cash proceeds of, a
substantially concurrent issue and sale of (A) Capital Stock (other than
Redeemable Capital Stock) of the Company to any Person (other than to a
Restricted Subsidiary); provided, however, that any such net cash proceeds and
the value of any Capital Stock issued in exchange for Subordinated Indebtedness
are excluded from clause (C)(2) of the second preceding paragraph; or (B)
Indebtedness of the Company or any Guarantor so long as such Indebtedness (1) is
subordinated to the Securities and the Security Guarantees of such Guarantor, as
the case may be, at least to the same extent as the Subordinated Indebtedness so
purchased, exchanged, redeemed, repurchased, acquired or retired, (2) has no
Stated Maturity earlier than the Stated Maturity for the final scheduled
principal payment of the Securities and (3) shall not reduce the Average Life to
Stated Maturity of the Subordinated Indebtedness so redeemed, repurchased,
acquired or retired; (iv) Investments constituting Restricted Payments made as a
result of the receipt of non-cash consideration from any Asset Sale made
pursuant to and in compliance with Section 10.15; (v) the purchase, redemption
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or other acquisition, cancellation or retirement for value of Capital Stock, or
options, warrants, equity appreciation rights or other rights to purchase or
acquire Capital Stock, of the Company or any Restricted Subsidiary, or similar
securities, held by officers or employees or former officers or employees of the
Company or any Restricted Subsidiary (or their estates or beneficiaries under
their estates), upon death, disability, retirement or termination of employment,
not to exceed $1.0 million in any consecutive 12-month period; (vi) the payment
of dividends on the Outstanding Preferred Stock as required pursuant to the
terms of the Company's Articles of Incorporation as in effect on the Issue Date;
(vii) the redemption of shares of the Company's Series A Preferred Stock, no par
value per share, outstanding on the Issue Date required by the holder thereof
after August 1, 2002 pursuant to the terms of the Company's Article of
Incorporation as in effect on the Issue Date; or (viii) Investments not to
exceed $5.0 million in the aggregate outstanding at any time. In computing the
amount of Restricted Payments previously made for purposes of clause (C) of the
second preceding paragraph, Restricted Payments under the immediately preceding
clauses (i), (iv), (v), (vi), (vii) and (viii) shall be included.
Section 10.14. Limitation on Transactions with Affiliates.
The Company shall not, and shall not cause or permit any of the
Restricted Subsidiaries to, directly or indirectly, conduct any business or
enter into or suffer to exist any transaction or series of related transactions
with, or for the benefit of, any of their respective Affiliates or any
beneficial holder of 10% or more of any class of Capital Stock of the Company or
any officer, director or employee of the Company or any Restricted Subsidiary
(each, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on
terms that are no less favorable to the Company or the Restricted Subsidiary, as
the case may be, than those which could have been obtained in a comparable
transaction at such time from Persons who do not have such a relationship, (ii)
with respect to any Affiliate Transaction or series of Affiliate Transactions
involving aggregate payments or value equal to or greater than $1.0 million, the
Company shall have delivered an Officers' Certificate to the Trustee certifying
that such Affiliate Transaction or series of Affiliate Transactions has been
approved by a majority of the Board of Directors of the Company, including a
majority of the disinterested directors of the Board of Directors of the
Company, and (iii) with respect to any Affiliate Transaction or series of
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Affiliate Transactions involving aggregate payments or value equal to or greater
than $5.0 million, the Company shall have obtained a written opinion from an
Independent Financial Advisor stating that the terms of such Affiliate
Transaction or series of Affiliate Transactions are fair, from a financial point
of view, to the Company or the Restricted Subsidiary involved, as the case may
be.
Notwithstanding the foregoing, the restrictions set forth in this
Section 10.14 shall not apply to (i) transactions with or among the Company and
the Restricted Subsidiaries; (ii) customary directors' fees, indemnification and
similar arrangements, consulting fees, employee salaries, bonuses or employment
agreements, compensation or employee benefit arrangements and incentive
arrangements with any officer, director or employee of the Company or any
Restricted Subsidiary entered into in the ordinary course of business (including
customary benefits thereunder) and payments under any indemnification
arrangements permitted by applicable law; (iii) the issue and sale by the
Company to its stockholders of Capital Stock (other than Redeemable Capital
Stock); (iv) any dividends made in compliance with Section 10.13; (v) loans and
advances to officers, directors and employees of the Company or any Restricted
Subsidiary for travel, entertainment, moving and other relocation expenses, in
each case made in the ordinary course of business; (vi) the incurrence of
intercompany Indebtedness permitted pursuant to clause (v) of the second
paragraph of Section 10.11; (vii) Affiliate Transactions consummated prior to
the Issue Date and any renewal or replacement thereof on terms and conditions no
less favorable in any respect than that existing on the Issue Date; (viii)
payments to George McFadden pursuant to the Consulting Agreement (as in effect
on the Issue Date) not to exceed $1.25 million in any fiscal year (exclusive of
reimbursement of expenses); (ix) loans and advances to David R. Hamilton made
after the Issue Date not to exceed $350,000 in the aggregate at any one time
outstanding; and (x) payments to Acumen Consulting Group, Inc. as required by
and pursuant to the terms of the Service Agreement (as in effect on the Issue
Date).
Section 10.15. Disposition of Proceeds of Asset Sales.
The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, directly or indirectly, make any Asset Sale, unless (i) the
Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the Fair Market
Value of the assets sold or otherwise disposed of and (ii) at least 85% of such
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consideration consists of (A) cash or Cash Equivalents, (B) properties and
capital assets to be used in the same line of business being conducted by the
Company or any Restricted Subsidiary on the Issue Date or (C) Capital Stock in
any Person which thereby becomes a Restricted Subsidiary whose assets consist
primarily of properties and capital assets used in the same line of business
being conducted by the Company or any Restricted Subsidiary on the Issue Date.
The amount of any (i) Indebtedness (other than any Subordinated Indebtedness) of
the Company or any Restricted Subsidiary that is actually assumed by the
transferee in such Asset Sale and from which the Company and the Restricted
Subsidiaries are fully released shall be deemed to be cash for purposes of
determining the percentage of cash consideration received by the Company or the
Restricted Subsidiaries and (ii) notes or other similar obligations received by
the Company or the Restricted Subsidiaries from such transferee that are
converted, sold or exchanged within thirty days of the related Asset Sale by the
Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in
an amount equal to the net cash proceeds realized upon such conversion, sale or
exchange for purposes of determining the percentage of cash consideration
received by the Company or the Restricted Subsidiaries.
The Company or such Restricted Subsidiary, as the case may be, may (i)
apply the Net Cash Proceeds of any Asset Sale within 365 days of receipt thereof
to (x) repay Indebtedness of the Company or any Restricted Subsidiary which is
secured by a Lien on the assets or property of the Company or a Restricted
Subsidiary which was the subject of such Asset Sale and permanently reduce any
related commitment or (y) repay any Indebtedness (other than Subordinated
Indebtedness and other than any Indebtedness owed to the Company or any
Restricted Subsidiary) of the Company or any Guarantor in an amount not to
exceed the Other Senior Debt Pro Rata Share and permanently reduce any related
commitment, or (ii) commit in writing to acquire, construct or improve
properties and capital assets to be used in the same line of business as being
conducted by the Company or any Restricted Subsidiary on the Issue Date and so
apply such Net Cash Proceeds within 365 days after the receipt thereof.
To the extent all or part of the Net Cash Proceeds of any Asset Sale
are not applied, or the Company determines not to so apply such Net Cash
Proceeds, within 365 days of such Asset Sale as described in clause (i) or (ii)
of the immediately preceding paragraph (such Net Cash Proceeds, the "Unutilized
Net Cash Proceeds"), the Company shall, within 20 days after such 365th day or
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at any earlier time after such Asset Sale, make an offer to purchase (the "Asset
Sale Offer") all Outstanding Securities up to a maximum principal amount
(expressed as a multiple of $1,000) of Securities equal to such Unutilized Net
Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the date fixed for
purchase of Securities validly tendered and not withdrawn, which date shall not
be earlier than the 20th Business Day following the mailing of the Asset Sale
Offer or later than the last day such Asset Sale Offer is required to remain
open by applicable law (the "Asset Sale Offer Purchase Date"); provided,
however, that the Asset Sale Offer may be deferred until there are aggregate
Unutilized Net Cash Proceeds equal to or in excess of $10.0 million, at which
time the entire amount of such Unutilized Net Cash Proceeds, and not just the
amount in excess of $10.0 million, shall be applied as required pursuant to this
paragraph.
With respect to any Asset Sale Offer effected pursuant to this Section
10.15, among the Securities, to the extent the aggregate principal amount of
Securities tendered pursuant to such Asset Sale Offer exceeds the Unutilized Net
Cash Proceeds to be applied to the repurchase thereof, such Securities shall be
purchased pro rata based on the aggregate principal amount of such Securities
tendered by each Holder. To the extent the Unutilized Net Cash Proceeds exceed
the aggregate amount of Securities tendered by the Holders of the Securities
pursuant to such Asset Sale Offer, the Company may retain and utilize any
portion of the Unutilized Net Cash Proceeds not applied to repurchase the
Securities for any purpose consistent with the other terms of this Indenture.
Notice of an Asset Sale Offer shall be mailed by the Company not more
than 20 days after the obligation to make such Asset Sale Offer arises to the
Holders of Securities at their last registered addresses with a copy to the
Trustee and the Paying Agent. The Asset Sale Offer shall remain open from the
time of mailing for at least 20 Business Days or such longer period as may be
required by applicable law. The notice, which shall govern the terms of the
Asset Sale Offer, shall include such disclosures as are required by law and
shall state:
(a) that the Asset Sale Offer is being made pursuant to this Section
10.15 and that all Securities tendered into the Asset Sale Offer shall be
accepted for payment; provided, however, that if the aggregate principal
amount of Securities tendered in the Asset Sale Offer exceeds the
Unutilized Net Cash Proceeds, the Company shall select the Securities to be
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purchased on a pro rata basis based upon the aggregate principal amount of
such Securities tendered by each Holder; and that the Asset Sale Offer
shall remain open for a period of 20 Business Days or such longer period as
may be required by applicable law;
(b) the purchase price (including the amount of accrued interest, if
any) for each Security, the Asset Sale Offer Purchase Date and the date on
which the Asset Sale Offer expires;
(c) that any Security not tendered for payment shall continue to accrue
interest in accordance with the terms thereof;
(d) that, unless the Company shall default in the payment of the
purchase price, any Security accepted for payment pursuant to the Asset
Sale Offer shall cease to accrue interest after the Asset Sale Offer
Purchase Date;
(e) that Holders electing to have Securities purchased pursuant to an
Asset Sale Offer shall be required to surrender their Securities to the
Paying Agent at the address specified in the notice prior to 5:00 p.m., New
York City time, on the Asset Sale Offer Purchase Date and must complete any
form letter of transmittal proposed by the Company and acceptable to the
Trustee and the Paying Agent;
(f) that Holders of Securities shall be entitled to withdraw their
election if the Paying Agent receives, not later than 5:00 p.m., New York
City time, on the Asset Sale Offer Purchase Date, a facsimile transmission
or letter setting forth the name of the Holders, the principal amount of
Securities the Holders delivered for purchase, the Security certificate
number (if any) and a statement that such Holder is withdrawing his
election to have such Securities purchased;
(g) that Holders whose Securities are purchased only in part shall be
issued Securities of like tenor equal in principal amount to the
unpurchased portion of the Securities surrendered;
(h) the instructions that Holders must follow in order to tender their
Securities; and
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(i) information concerning the business of the Company, the most recent
annual and quarterly reports of the Company filed with the Commission
pursuant to the Exchange Act (or, if the Company is not permitted to file
any such reports with the Commission, the comparable reports prepared
pursuant to Section 10.09), a description of material developments in the
Company's business, information with respect to pro forma historical
financial position and results of operations after giving effect to such
Asset Sale and such other information concerning the circumstances and
relevant facts regarding such Asset Sale and Asset Sale Offer as would, in
the good faith judgment of the Company, be material to a Holder of
Securities in connection with the decision of such Holder as to whether or
not it should tender Securities pursuant to the Asset Sale Offer.
On the Asset Sale Offer Purchase Date, the Company shall (i) accept for
payment (subject to pro ration as described in the second preceding paragraph)
Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii)
deposit with the Paying Agent money, in immediately available funds, sufficient
to pay the purchase price of all Securities or portions thereof so tendered and
accepted and (iii) deliver to the Trustee the Securities so accepted together
with an Officers' Certificate setting forth the Securities or portions thereof
tendered to and accepted for payment by the Company. The Paying Agent shall
promptly mail or deliver to the Holders of Securities so accepted payment in an
amount equal to the purchase price, and the Trustee shall promptly authenticate
and mail or deliver to such Holders a new Security of like tenor equal in
principal amount to any unpurchased portion of the Security surrendered. Any
Securities not so accepted shall be promptly mailed or delivered by the Company
to the Holder thereof. The Company shall publicly announce the results of the
Asset Sale Offer not later than the first Business Day following the Asset Sale
Offer Purchase Date.
In the event that the Company makes an Asset Sale Offer, the Company
shall comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act, and any other applicable securities laws or regulations and
any applicable requirements of any securities exchange on which the Securities
are listed, and any violation of this Section 10.15 occurring as a result of
such compliance shall not be deemed a Default.
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Section 10.16. Limitation on Liens.
The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, create, incur, assume or suffer to exist any Lien (except
Permitted Liens) of any kind, upon any of its property or assets, whether now
owned or acquired after the Issue Date, or any proceeds therefrom, or assign or
convey any right to receive income therefrom; provided, however, the Company or
any Guarantor may secure either (i) Subordinated Indebtedness, if the
Securities, in the case of the Company, and the Security Guarantee, in the case
of a Restricted Subsidiary that is a Guarantor, are secured by a Lien on such
property, assets or proceeds that is senior in priority to the Lien securing
such Subordinated Indebtedness or (ii) any other Indebtedness, if the
Securities, in the case of the Company, and the Security Guarantee, in the case
of a Restricted Subsidiary that is a Guarantor, are equally and ratably secured
thereby.
Section 10.17. Limitation on Guarantees by Restricted Subsidiaries.
(a) The Company shall not cause or permit any of the Domestic
Subsidiaries, directly or indirectly, to guarantee the payment of any
Indebtedness of the Company ("Other Indebtedness") unless such Domestic
Subsidiary (A) is a Guarantor or (B) simultaneously executes and delivers a
supplemental indenture to the Indenture pursuant to which it shall become a
Guarantor under the Indenture and complies with the other provisions of
paragraph (b) of this Section 10.17; provided, however, that if such Other
Indebtedness is (i) pari passu in right of payment with the Securities, the
Security Guarantee of such Domestic Subsidiary shall be pari passu in right of
payment with the guarantee of the Other Indebtedness; or (ii) Subordinated
Indebtedness, the Security Guarantee of such Domestic Subsidiary shall be senior
in right of payment to the guarantee of the Other Indebtedness (which guarantee
of such Subordinated Indebtedness shall provide that such guarantee is
subordinated to the Security Guarantee of such Domestic Subsidiary to the same
extent and in the same manner as the Other Indebtedness is subordinated to the
Securities); provided, further, however, that each Domestic Subsidiary issuing a
Security Guarantee shall be automatically and unconditionally released and
discharged from its obligations under such Security Guarantee upon the release
or discharge of the guarantee of the Other Indebtedness that resulted in the
creation of such Security Guarantee, except a discharge or release by, or as a
result of, any payment under the guarantee of such Other Indebtedness by such
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Domestic Subsidiary. The Company may, at any time, cause a Domestic Subsidiary
to become a Guarantor by executing and delivering a supplemental indenture
providing for the guarantee of payment of the Securities by such Domestic
Subsidiary on the basis provided in the Indenture and complying with the other
provisions of paragraph (b) of this Section 10.17.
(b) Any Person required by paragraph (a) of this Section 10.17 to
become, or is at the option of the Company becoming, a Guarantor shall execute
and deliver to the Trustee (a) a supplemental indenture in form and substance
satisfactory to the Trustee, which subjects such person to the provisions
(including the representations and warranties) of this Indenture as a Guarantor,
(b) in the event that as of the date of such supplemental indenture any
Registrable Securities are outstanding, an instrument in form and substance
satisfactory to the Trustee which subjects such person to the provisions of the
Registration Rights Agreement with respect to such outstanding Registrable
Securities, and (c) an Opinion of Counsel to the effect that such supplemental
indenture and such instrument have been duly authorized and executed by such
Person and constitutes the legal, valid and binding obligation of such Person
(subject to customary assumptions and exceptions).
Section 10.18. Restrictions on Preferred Stock of Restricted Subsidiaries.
The Company shall not sell, and shall not cause or permit any of the
Restricted Subsidiaries to issue, any Preferred Stock of any Restricted
Subsidiary (other than to the Company or to a Wholly-Owned Restricted
Subsidiary) or permit any Person (other than the Company or a Wholly-Owned
Restricted Subsidiary) to own any Preferred Stock of any Restricted Subsidiary.
Section 10.19. Limitation on Dividends and Other Payment Restrictions Affecting
Restricted Subsidiaries.
The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or suffer to
exist, or enter into any agreement with any Person that would cause to become
effective, any consensual encumbrance or restriction of any kind, on the ability
of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make
any other distribution on or in respect of its Capital Stock or any other
interest or participation in, or measured by, its profits, to the Company or any
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other Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any
other Restricted Subsidiary, (c) make loans or advances to, or guarantee any
Indebtedness or other obligations of, the Company or any other Restricted
Subsidiary or (d) transfer any of its property or assets to the Company or any
other Restricted Subsidiary, except any encumbrance or restriction (i) existing
under the New Revolving Credit Facility as in effect on the Issue Date relating
to assets subject to a Lien created at any time thereby; (ii) with respect to a
Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date, in
existence at the time such Person becomes a Restricted Subsidiary (but not
created in contemplation thereof); provided, however, that such encumbrances and
restrictions are not applicable to the Company or any other Restricted
Subsidiary, or the properties or assets of the Company or any other Restricted
Subsidiary; (iii) customary non-assignment provisions in leases entered into in
the ordinary course of business and consistent with past practices; (iv)
Purchase Money Indebtedness for property acquired in the ordinary course of
business that only imposes encumbrances and restrictions on the property so
acquired; (v) any agreement for the sale or disposition of the Capital Stock or
assets of any Restricted Subsidiary; provided, however, that such encumbrances
and restrictions described in this clause (v) are only applicable to such
Restricted Subsidiary or assets, as applicable, and any such sale or disposition
is made in compliance with Section 10.15 to the extent applicable thereto; and
(vi) any encumbrance or restriction existing under any agreement that Refinances
the agreements containing the encumbrance or restrictions in the foregoing
clauses (i) and (ii); provided, however, that the terms and conditions of any
such restrictions permitted under this clause (vi) are not materially less
favorable to the holders of the Securities than those under or pursuant to the
agreement evidencing the Indebtedness Refinanced.
Section 10.20. Limitation on Designations of Unrestricted Subsidiaries.
(a) The Company may designate after the Issue Date any Subsidiary
(other than a Guarantor) as an "Unrestricted Subsidiary" under the Indenture (a
"Designation") only if:
(i) no Default shall have occurred and be continuing at the time of or
after giving effect to such Designation;
(ii) the Company would be permitted to make an Investment (other than a
Permitted Investment) at the time of Designation (assuming the
effectiveness of such Designation) pursuant to the first paragraph of
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Section 10.13 in an amount (the "Designation Amount") equal to the Fair
Market Value of the Company's interest in such Subsidiary on such date
calculated in accordance with GAAP; and
(iii) the Company would be permitted under the Indenture to incur $1.00
of additional Indebtedness (other than Permitted Indebtedness) pursuant to
Section 10.11 at the time of such Designation (assuming the effectiveness
of such Designation).
In the event of any such Designation, the Company shall be deemed to
have made an Investment constituting a Restricted Payment pursuant to Section
10.13 for all purposes of this Indenture in the Designation Amount.
The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, at any time (x) provide credit support for or subject any of its
property or assets (other than the Capital Stock of any Unrestricted Subsidiary)
to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary
(including any undertaking, agreement or instrument evidencing such
Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any
Unrestricted Subsidiary or (z) be directly or indirectly liable for any
Indebtedness which provides that the holder thereof may (upon notice, lapse of
time or both) declare a default thereon or cause the payment thereof to be
accelerated or payable prior to its final scheduled maturity upon the occurrence
of a default with respect to any Indebtedness of any Unrestricted Subsidiary
(including any right to take enforcement action against such Unrestricted
Subsidiary), except any non-recourse guarantee given solely to support the
pledge by the Company or any Restricted Subsidiary of the Capital Stock of an
Unrestricted Subsidiary. No Unrestricted Subsidiary shall at any time guarantee
or otherwise provide credit support for any obligation of the Company or any
Restricted Subsidiary. All Subsidiaries of Unrestricted Subsidiaries shall
automatically be deemed to be Unrestricted Subsidiaries.
(b) The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") if:
(i) no Default shall have occurred and be continuing at the time of and
after giving effect to such Revocation;
(ii) all Liens and Indebtedness of such Unrestricted Subsidiary
outstanding immediately following such Revocation would, if incurred at
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such time, have been permitted to be incurred for all purposes of this
Indenture; and
(iii) any transaction (or series of related transactions) between such
Subsidiary and any of its Affiliates that occurred while such Subsidiary
was an Unrestricted Subsidiary would be permitted by Section 10.14 as if
such transaction (or series of related transactions) had occurred at the
time of such Revocation.
(c) All Designations and Revocations must be evidenced by Board
Resolutions of the Company delivered to the Trustee certifying compliance with
the foregoing provisions.
Section 10.21. Compliance Certificates and Opinions.
Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company, the Guarantors
and any other obligor on the Securities shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenants compliance with which constitutes
a condition precedent) relating to the proposed action have been complied with,
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that, in the case
of any such application or request as to which the furnishing of such documents,
certificates and/or opinions is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.
Every Officer's Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:
(i) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;
(ii) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(iii) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to
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express an informed opinion as to whether such covenant or condition has
been complied with; and
(iv) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.
ARTICLE ELEVEN
REDEMPTION OF SECURITIES
Section 11.01. Right of Redemption.
The Securities may be redeemed at the option of the Company, in whole
or in part, pursuant to the provisions of and at the Redemption Prices specified
in paragraphs 2 and 3 on the reverse of the Securities.
Section 11.02. Applicability of Article.
Redemption of Securities at the election of the Company or otherwise,
as permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article Eleven.
Section 11.03. Election To Redeem; Notice to Trustee.
The election of the Company to redeem any Securities pursuant to
Section 11.01 shall be evidenced by a Board Resolution and an Officers'
Certificate. The Company shall, at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice period shall be satisfactory to
the Trustee), notify the Trustee in writing of such Redemption Date and of the
principal amount of Securities to be redeemed.
Section 11.04. Selection by Trustee of Securities To Be Redeemed.
If less than all the Securities are to be redeemed, the particular
Securities or portions thereof to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding
Securities not previously called for redemption in compliance with the
requirements of the principal national securities exchange, if any, on which the
Securities are listed, or, if the Securities are not listed on a national
security exchange, by lot or by such method as the Trustee shall deem fair and
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appropriate; provided, however, that no Securities of a principal amount of
$1,000 or less will be redeemed in part; provided, further, however, that any
such redemption pursuant to paragraph 3 on the reverse of the Securities shall
be made on a pro rata basis or on as nearly a pro rata basis as practicable
(subject to the procedures of the Depository or any other depository).
The Trustee shall promptly notify the Company and each Security
Registrar in writing of the Securities selected for partial redemption and the
principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Securities shall relate, in
the case of any Security redeemed or to be redeemed only in part, to the portion
of the principal amount of such Security which has been or is to be redeemed.
Section 11.05. Notice of Redemption.
Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at the address of such Holder
appearing in the Security Register; provided, however, that notice of redemption
pursuant to paragraph 3 on the reverse of the Securities shall be mailed no
later than 60 days after the consummation of the relevant Public Equity Offering
(as defined in the Security).
All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price;
(iii) if less than all Outstanding Securities are to be redeemed, the
identification of the particular Securities to be redeemed;
(iv) in the case of a Security to be redeemed in part, the principal
amount of such Security to be redeemed and that after the Redemption Date
upon surrender of such Security, a new Security or Securities in the
aggregate principal amount equal to the unredeemed portion thereof shall be
issued and authenticated;
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(v) that Securities called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price;
(vi) that on the Redemption Date the Redemption Price shall become due
and payable upon each such Security or portion thereof, and that (unless
the Company shall default in payment of the Redemption Price) interest
thereon shall cease to accrue on and after Redemption Date;
(vii) the name and address of the Paying Agent where such Securities
are to be surrendered for payment of the Redemption Price;
(viii) the CUSIP number, relating to such Securities; and
(ix) the paragraph of the Securities pursuant to which the Securities
are being redeemed.
Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's written request,
by the Trustee in the name and at the expense of the Company.
Section 11.06. Deposit of Redemption Price.
On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company, a Guarantor or any of their
respective Affiliates is acting as Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money in same day funds sufficient to
pay the Redemption Price of, plus accrued and unpaid interest on, if any, all
the Securities or portions thereof which are to be redeemed on the Redemption
Date.
Section 11.07. Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, plus accrued and unpaid interest, if any, to
the Redemption Date, and from and after such date (unless the Company shall
default in the payment of the Redemption Price) interest on such Securities
shall cease to accrue. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, plus accrued and unpaid interest, if any, to the Redemption
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Date; provided, however, that installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities registered as such on the relevant Regular Record Dates according to
the terms and the provisions of Section 3.07.
If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, interest shall continue to accrue on such
Security at the rate then borne by such Security.
Section 11.08. Securities Redeemed in Part.
Any Security which is to be redeemed only in part shall be surrendered
to the Paying Agent at the office or agency maintained for such purpose pursuant
to Section 10.02, and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without charge, a new
Security or Securities, of any authorized denomination as requested by such
Holder in aggregate principal amount equal to, and in exchange for, the
unredeemed portion of the principal of the Security so surrendered that is not
redeemed.
ARTICLE TWELVE
SATISFACTION AND DISCHARGE
Section 12.01. Satisfaction and Discharge of Indenture.
This Indenture shall cease to be of further effect (except as to
surviving rights or registration of transfer or exchange of Securities herein
expressly provided for) and the Trustee, on written demand of and at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when either
(a) all Securities theretofore authenticated and delivered (other than
(A) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 3.06 hereof and (B) Securities
for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 10.03) have
been delivered to the Trustee for cancellation; or
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(b) (i) all such Securities not theretofore delivered to the Trustee
for cancellation have become due and payable and the Company or any
Guarantor has irrevocably deposited or caused to be deposited with the
Trustee in trust an amount of money in dollars sufficient to pay and
discharge the entire Indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for the principal of, premium,
if any, and interest to the date of such deposit;
(ii) the Company or any Guarantor has paid or caused to be paid all
other sums payable hereunder by the Company and the Guarantors; and
(iii) the Company and each of the Guarantors have delivered to the
Trustee (i) irrevocable instructions to apply the deposited money toward
payment of the Securities at the Stated Maturities and the Redemption Dates
thereof, and (ii) an Officers' Certificate and an Opinion of Counsel each
stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with;
provided, however, that such Opinion of Counsel may rely, as to matters of
fact, upon an Officers' Certificate.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and, if money shall
have been deposited with the Trustee pursuant to subclause (a)(ii) of this
Section 12.01, the obligations of the Trustee under Section 12.02 and the last
paragraph of Section 10.03 shall survive.
Section 12.02. Application of Trust Money.
Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 12.01 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal of, premium, if
any, and interest on the Securities for whose payment such money has been
deposited with the Trustee.
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ARTICLE THIRTEEN
GUARANTEE OF SECURITIES
Section 13.01. Unconditional Guarantee.
Each Guarantor hereby jointly and severally fully and unconditionally
guarantees to each Holder of a Security authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Indenture, the Securities or the obligations
of the Company or any other Guarantor to the Holders or the Trustee hereunder or
thereunder, that: (a) the principal of, premium, if any, and interest on the
Securities shall be duly and punctually paid in full when due, whether at Stated
Maturity, upon redemption or repurchase, by acceleration or otherwise, and
interest on the overdue principal and (to the extent permitted by law) overdue
installments of interest, if any, on the Securities and all other obligations of
the Company or the Guarantor to the Holders or the Trustee hereunder or
thereunder (including fees, expenses or other) and all other Indenture
Obligations shall be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Securities or any of such other Indenture Obligations,
the same shall be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at Stated Maturity, by
acceleration or otherwise. Failing payment when due of any amount so guaranteed,
or failing performance of any other obligation of the Company to the Holders,
for whatever reason, each Guarantor shall be obligated to pay, or to perform or
cause the performance of, the same immediately. An Event of Default under this
Indenture or the Securities shall constitute an event of default under this
Security Guarantee, and shall entitle the Holders of Securities to accelerate
the obligations of the Guarantors hereunder in the same manner and to the same
extent as the obligations of the Company.
Each Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Securities or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Securities with respect to any provisions
hereof or thereof, any release of any other Guarantor, the recovery of any
judgment against the Company, any action to enforce the same, or any other
circumstance which might
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otherwise constitute a legal or equitable discharge or defense of a Guarantor.
Each Guarantor hereby waives the benefit of diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that its
Security Guarantee shall not be discharged except by complete performance of the
obligations contained in the Securities, this Indenture and this Security
Guarantee. This Security Guarantee is a guarantee of payment and not of
collection. If any Holder or the Trustee is required by any court or otherwise
to return to the Company or to any Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or such
Guarantor, any amount paid by the Company or such Guarantor to the Trustee or
such Holder, this Security Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. Each Guarantor further agrees
that, as between it, on the one hand, and the Holders of Securities and the
Trustee, on the other hand, (a) subject to this Article Thirteen, the maturity
of the obligations guaranteed hereby may be accelerated as provided in Article
Five hereof for the purposes of this Security Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (b) in the event of any acceleration of
such obligations as provided in Article Five hereof, such obligations (whether
or not due and payable) shall forthwith become due and payable by each Guarantor
for the purpose of this Security Guarantee.
Section 13.02. Execution and Delivery of Security Guarantee.
To further evidence the Security Guarantee set forth in Section 13.01,
each Guarantor hereby agrees that a notation of such Security Guarantee in the
form of Exhibit E hereto shall be endorsed on each Security authenticated and
delivered by the Trustee after the time such Guarantor is required to become a
Guarantor hereunder, which notation shall be executed by either manual or
facsimile signature of an Officer of each Guarantor.
Each of the Guarantors hereby agrees that its Security Guarantee set
forth in Section 13.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Security authenticated and delivered by the Trustee
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after the time such Guarantor is required to become a Guarantor hereunder a
notation of such Security Guarantee.
If an Officer of a Guarantor whose signature is on a supplemental
indenture or a notation of this Security Guarantee no longer holds that office
at the time the Trustee authenticates such Security or at any time thereafter,
such Guarantor's Security Guarantee of such Security shall be valid
nevertheless.
The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of any Security Guarantee set
forth in this Indenture on behalf of each Guarantor.
Section 13.03. Release of a Guarantor.
Subject to Section 8.01(a), (x) upon the sale, exchange, transfer or
other disposition (by merger or otherwise), other than a lease, by the Company
of all of the Capital Stock of a Guarantor or all, or substantially all, the
assets of a Guarantor, to any Person that is not an Affiliate of the Company,
and which sale or other disposition is otherwise in compliance with the terms of
this Indenture (including, without limitation, Section 10.15) or (y) upon the
occurrence of the condition in the second proviso of the first sentence of
Section 10.17(a) with respect to a Guarantor, such Guarantor shall be deemed
automatically and unconditionally released and discharged from all obligations
under this Article Thirteen without any further action required on the part of
the Trustee or any Holder. The Trustee shall deliver an appropriate instrument
evidencing such release upon receipt of a request of the Company accompanied by
an Officers' Certificate certifying as to the compliance with this Section
13.03. Any Guarantor not so released shall remain liable for the full amount of
principal of, premium, if any, and interest on the Securities as provided in
this Article Thirteen.
Section 13.04. Waiver of Subrogation.
Until this Indenture is discharged and all of the Securities are
discharged and paid in full, each Guarantor hereby irrevocably waives and agrees
not to exercise any claim or other rights which it may now or hereafter acquire
against the Company that arise from the existence, payment, performance or
enforcement of the Company's obligations under the Securities or this Indenture
and such Guarantor's obligations under this Security Guarantee and this
Indenture, in any such instance including, without limitation, any right of
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subrogation, reimbursement, exoneration, contribution, indemnification, and any
right to participate in any claim or remedy against the Company, whether or not
such claim, remedy or right arises in equity, or under contract, statute or
common law, including, without limitation, the right to take or receive from the
Company, directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or security on account of such claim or other rights.
If any amount shall be paid to any Guarantor in violation of the preceding
sentence and any amounts owing to the Trustee or the Holders of Securities under
the Securities, this Indenture, or any other document or instrument delivered
under or in connection with such agreements or instruments, shall not have been
paid in full, such amount shall have been deemed to have been paid to such
Guarantor for the benefit of, and held in trust for the benefit of, the Holders
of the Securities, and shall forthwith be paid to the Trustee for the benefit of
such Holders to be credited and applied to the Securities, whether matured or
unmatured, in accordance with the terms of this Indenture. Each Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set
forth in this Section 13.04 is knowingly made in contemplation of such benefits.
Section 13.05. Reliance on Judicial Order or Certificate of Liquidating Agent
Regarding Dissolution, etc. of Guarantors.
Upon any payment or distribution of assets of any Guarantor referred to
in this Article Thirteen, the Trustee, subject to the provisions of Section
6.01, and the Holders, shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders, for the purpose of ascertaining the
persons entitled to participate in such payment or distribution, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article Thirteen; provided,
however, that the foregoing shall apply only if such court has been fully
apprised of the provisions of this Article Thirteen.
-117-
<PAGE>
Section 13.06. Article Thirteen Applicable to Paying Agents.
In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article Thirteen shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article Thirteen in addition to or in place of the Trustee.
Section 13.07. No Suspension of Remedies.
Nothing contained in this Article Thirteen shall limit the right of the
Trustee or the Holders of Securities to take any action to accelerate the
maturity of the Securities pursuant to Article Five or to pursue any rights or
remedies hereunder or under applicable law.
Section 13.08. Limitation of Subsidiary Guarantor's Liability.
Each Guarantor, and by its acceptance hereof each Holder, hereby
confirms that it is the intention of all such parties that the Security
Guarantee by such Guarantor pursuant to its Security Guarantee not constitute a
fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar Federal or state law. To effectuate the foregoing intention, the Holders
and such Guarantor hereby irrevocably agree that the obligations of such
Guarantor under this Security Guarantee shall be limited to the maximum amount
which, after giving effect to all other contingent and fixed liabilities of such
Guarantor, and after giving effect to any collections from or payments made by
or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Security Guarantee or pursuant to its contribution
obligations under this Article Thirteen, shall result in the obligations of such
Guarantor under its Security Guarantee not constituting such fraudulent transfer
or conveyance.
Section 13.09. Contribution from Other Guarantors.
Each Guarantor that makes a payment or distribution under its Security
Guarantee shall be entitled to a contribution from each other Guarantor in a pro
rata amount based on the net assets of each Guarantor, determined in accordance
with GAAP.
-118-
<PAGE>
Section 13.10. Obligations Reinstated.
The obligations of each Guarantor hereunder shall continue to be
effective or shall be reinstated, as the case may be, if at any time any payment
which would otherwise have reduced the obligations of any Guarantor hereunder
(whether such payment shall have been made by or on behalf of the Company or by
or on behalf of a Guarantor) is rescinded or reclaimed from any of the Holders
upon the insolvency, bankruptcy, liquidation or reorganization of the Company or
any Guarantor or otherwise, all as though such payment had not been made. If
demand for, or acceleration of the time for, payment by the Company is stayed
upon the insolvency, bankruptcy, liquidation or reorganization of the Company,
all such Indebtedness otherwise subject to demand for payment or acceleration
shall nonetheless be payable by each Guarantor as provided herein.
Section 13.11. No Obligation To Take Action Against the Company.
Neither the Trustee nor any other Person shall have any obligation to
enforce or exhaust any rights or remedies or to take any other steps under any
security for the Indenture Obligations or against the Company or any other
Person or any property of the Company or any other Person before the Trustee is
entitled to demand payment and performance by any or all Guarantors of their
liabilities and obligations under their Security Guarantees or under this
Indenture.
Section 13.12. Dealing with the Company and Others.
The Holders, without releasing, discharging, limiting or otherwise
affecting in whole or in part the obligations and liabilities of any Guarantor
hereunder and without the consent of or notice to any Guarantor, may
(a) grant time, renewals, extensions, compromises, concessions,
waivers, releases, discharges and other indulgences to the Company or any
other Person;
(b) take or abstain from taking security or collateral from the Company
or from perfecting security or collateral of the Company;
-119-
<PAGE>
(c) release, discharge, compromise, realize, enforce or otherwise deal
with or do any act or thing in respect of (with or without consideration)
any and all collateral, mortgages or other security given by the Company or
any third party with respect to the obligations or matters contemplated by
this Indenture or the Securities;
(d) accept compromises or arrangements from the Company;
(e) apply all monies at any time received from the Company or from any
security upon such part of the Indenture Obligations as the Holders may see
fit or change any such application in whole or in part from time to time as
the Holders may see fit; and
(f) otherwise deal with, or waive or modify their right to deal with,
the Company and all other Persons and any security as the Holders or the
Trustee may see fit.
[Signature Pages Follow]
-120-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.
CHEMICAL LEAMAN CORPORATION
By: /s/ Eugene C. Parkerson
----------------------------------
Name: Eugene C. Parkerson
Title: Executive Vice President -
Administration
By: /s/ David M. Boucher
----------------------------------
Name: David M. Boucher
Title: Senior Vice President, CFO and
Secretary
FIRST UNION NATIONAL BANK, as Trustee
By: /s/ Alan G. Finn
----------------------------------
Name: Alan G. Finn
Title: Assistant Vice President
S-1
<PAGE>
EXHIBIT A-1
-----------
[FORM OF SECURITY]
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT
(A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED
IN RULE 501(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED
INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
"OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S, (2) AGREES THAT IT
WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF
TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF
ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR ANY PREDECESSOR OF
THIS SECURITY AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN ACCREDITED INVESTOR THAT IS
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
A-1-1
<PAGE>
TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE, THE TRANSFER
AGENT AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER (I) PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS
SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION",
"UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.
A-1-2
<PAGE>
CHEMICAL LEAMAN CORPORATION
-----------------
10-3/8% SENIOR NOTES DUE 2005, SERIES A
CUSIP No. __________
No. ___________ $
CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (herein called
the "Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_______________ or registered assigns, the principal sum of _______________
Dollars on June 15, 2005, at the office or agency of the Company referred to
below, and to pay interest thereon on June 15 and December 15 (each an "Interest
Payment Date") of each year, commencing on December 15, 1997, accruing from the
Issue Date or from the most recent Interest Payment Date on which interest has
been paid or duly provided for, at the rate of 10-3/8% per annum, until the
principal hereof is paid or duly provided for. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date shall, as provided in the Indenture, be paid to the
person in whose name this Security is registered at the close of business on
June 1 and December 1 (each a "Regular Record Date"), whether or not a Business
Day, as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid, or duly provided for, and interest on such
defaulted interest at the then applicable interest rate borne by the Securities,
to the extent lawful, shall forthwith cease to be payable to the Holder on such
Regular Record Date, and may be paid to the person in whose name this Security
is registered at the close of business on a Special Record Date for the payment
of such defaulted interest to be fixed by the Trustee, notice of which shall be
given to Holders of Securities not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.
A-1-3
<PAGE>
Payment of the principal of, premium, if any, and interest on this
Security shall be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan in The City of New York, State of New
York, or at such other office or agency of the Company as may be maintained for
such purpose, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the address of the Person entitled thereto as such
address shall appear on the Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof.
Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.
[Remainder of Page Intentionally Left Blank]
A-1-4
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.
CHEMICAL LEAMAN CORPORATION
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 10-3/8% Senior Notes due 2005, Series A, referred to
in the within-mentioned Indenture.
FIRST UNION NATIONAL BANK,
as Trustee
By:____________________________________
Authorized Officer
Dated:
A-1-5
<PAGE>
[REVERSE OF SECURITY]
1. Indenture. This Security is one of a duly authorized issue of
Securities of the Company designated as its 10-3/8% Senior Notes due 2005,
Series A (herein called the "Initial Securities"). The Securities are limited
(except as otherwise provided in the Indenture referred to below) in aggregate
principal amount to $100,000,000, which may be issued under an indenture (herein
called the "Indenture") dated as of June 16, 1997, by and between the Company
and First Union National Bank, as trustee (herein called the "Trustee," which
term includes any successor Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties, obligations and immunities
thereunder of the Company, the Trustee, any Guarantors and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The Securities include the Initial Securities, the
Private Exchange Securities and the Unrestricted Securities (including the
Exchange Securities referred to below), issued in exchange for the Initial
Securities pursuant to the Registration Rights Agreement. The Initial
Securities, the Private Exchange Securities and the Unrestricted Securities are
treated as a single class of securities under the Indenture.
All capitalized terms used in this Security which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.
The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. ss.ss. 77aaa-77bbbb) (the "TIA"), as in effect on the date of the
Indenture. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and Holders of Securities are referred to the
Indenture and the TIA for a statement of such terms.
No reference herein to the Indenture and no provisions of this Security
or of the Indenture shall alter or impair the obligation of the Company or any
Guarantor, which is absolute and unconditional, to pay the principal of,
premium, if any, and interest on this Security at the times, place, and rate,
and in the coin or currency, herein prescribed.
A-1-6
<PAGE>
2. Optional Redemption. The Securities will be redeemable at the option
of the Company, in whole or in part, at any time on or after June 15, 2001, at
the Redemption Prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest thereon, if any, to the Redemption Date,
if redeemed during the 12-month period beginning on June 15 of the years
indicated below:
Redemption
Year Price
- ---- ----------
2001............................................ 105.188%
2002............................................ 103.458%
2003............................................ 101.729%
2004 and thereafter............................. 100.000%
3. Optional Redemption upon Public Equity Offering. On or prior to June
15, 2000, the Company may, at its option, use the net proceeds of a Public
Equity Offering to redeem up to 25% of the originally issued aggregate principal
amount of the Securities, at a Redemption Price in cash equal to 110.375% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the Redemption Date; provided, however, that not less than $75.0 million in
aggregate principal amount of Securities is outstanding following such
redemption. Notice of any such redemption must be given not later than 60 days
after the consummation of the Public Equity Offering.
As used in the preceding paragraph, a "Public Equity Offering" means an
underwritten public offering of Capital Stock (other than Redeemable Capital
Stock) of the Company made on a primary basis by the Company pursuant to a
registration statement filed with and declared effective by the Commission in
accordance with the Securities Act resulting in net cash proceeds to the Company
(after deducting any underwriting discounts and commissions) of at least $50.0
million.
4. Offers to Purchase. Sections 10.10 and 10.15 of the Indenture
provide that upon the occurrence of a Change of Control and following certain
Asset Sales, and subject to certain conditions and limitations contained
therein, the Company shall make an offer to purchase all or a portion of the
Securities in accordance with the procedures set forth in the Indenture.
5. Defaults and Remedies. If an Event of Default occurs and is
continuing, the principal and premium, if any, of all of the Outstanding
Securities, plus all accrued and unpaid interest, if any, to and including the
A-1-7
<PAGE>
date the Securities are paid, may be declared due and payable in the manner and
with the effect provided in the Indenture.
6. Defeasance. The Indenture contains provisions (which provisions
apply to this Security) for defeasance at any time of (a) the entire
Indebtedness of the Company and the Guarantors on this Security and (b) certain
restrictive covenants and related Defaults and Events of Default, in each case
upon compliance by the Company with certain conditions set forth therein.
7. Amendments and Waivers. The Indenture permits, with certain
exceptions as provided therein, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders under
the Indenture at any time by the Company, the Guarantors and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all the Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past Defaults under the Indenture and
this Security and their consequences. Any such consent or waiver by or on behalf
of the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Security.
8. Denominations, Transfer and Exchange. The Securities are issuable
only in registered form without coupons in denominations of $1,000 and any
integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Securities are exchangeable for a like
aggregate principal amount of Securities of a different authorized denomination,
as requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable on the Security Register
of the Company, upon surrender of this Security for registration of transfer at
the office or agency of the Company maintained for such purpose in the Borough
of Manhattan in The City of New York, State of New York, or at such other office
or agency of the Company as may be maintained for such purpose, duly endorsed
A-1-8
<PAGE>
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
No service charge shall be made for any registration of transfer or
exchange or redemption of Securities, but the Company may, under certain
circumstances, require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
9. Persons Deemed Owners. Prior to and at the time of due presentment
of this Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this
Security shall be overdue, and neither the Company, the Trustee nor any agent
shall be affected by notice to the contrary.
10. Registration Rights. Pursuant to the Registration Rights Agreement
by and between the Company and the Initial Purchasers, the Company will be
obligated to consummate an exchange offer pursuant to which the Holder of this
Security shall have the right to exchange this Security for 10-3/8% Senior Notes
due 2005, Series B, of the Company (herein called the "Exchange Securities"),
which have been registered under the Securities Act, in like principal amount
and having identical terms as the Securities (other than as set forth in this
paragraph). The Holders of Securities shall be entitled to receive certain
additional interest payments in the event such exchange offer is not consummated
and upon certain other conditions, all pursuant to and in accordance with the
terms of the Registration Rights Agreement.
11. GOVERNING LAW. THE INDENTURE, THIS SECURITY AND ANY SECURITY
GUARANTEE SET FORTH BELOW SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW.
The Company will furnish to any Holder of a Security upon written
request and without charge a copy of the Indenture. Requests may be made to:
CHEMICAL LEAMAN CORPORATION, 102 Pickering Way, Exton, Pennsylvania 19341.
A-1-9
<PAGE>
ASSIGNMENT FORM
If you the holder want to assign this Security, fill in the form below and have
your signature guaranteed:
I or we assign and transfer this Security to
________________________________________________________________________________
(Insert assignee's social security or tax ID number)________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code) and irrevocably appoint
________________________________________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for such agent.
In connection with any transfer of this Security occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the "Securities Act"), covering resales of this Security
(which effectiveness shall not have been suspended or terminated at the date of
the transfer) and (ii) the date two years (or such shorter period of time as
permitted by Rule 144(k) under the Securities Act or any successor provision
thereunder) after the later of the original issuance date appearing on the face
of this Security (or any predecessor thereto) or the last date on which the
Company or any Affiliate of the Company was the owner of this Security (or any
predecessor thereto), the undersigned confirms that it has not utilized any
general solicitation or general advertising in connection with the transfer and
that:
[Check One]
[ ] (a) this Security is being transferred in compliance with the exemption from
registration under the Securities Act provided by Rule 144A thereunder.
A-1-10
<PAGE>
or
[ ] (b) this Security is being transferred other than in accordance with (a)
above and documents, including (i) a transferee certificate
substantially in the form of Exhibit C to the Indenture in the case of a
transfer to non-QIB Accredited Investors or (ii) a transferor
certificate substantially in the form of Exhibit D to the Indenture in
the case of a transfer pursuant to Regulation S, are being furnished
which comply with the conditions of transfer set forth in this Security
and the Indenture.
If none of the foregoing boxes is checked and, in the case of (b) above, if the
appropriate document is not attached or otherwise furnished to the Trustee, the
Trustee or Registrar shall not be obligated to register this Security in the
name of any Person other than the Holder hereof unless and until the conditions
to any such transfer of registration set forth herein and in Section 3.16 of the
Indenture shall have been satisfied.
_______________________________________________________________________________
Date: ______________ Your signature: _________________________________________
(Sign exactly as your name appears on the
other side of this Security)
By:_______________________________________
NOTICE: To be executed by an executive
officer
Signature Guarantee:____________________
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A (including the information
specified in Rule 144A(d)(4)) or has determined not to request such information
A-1-11
<PAGE>
and that it is aware that the transferor is relying upon the undersigned's
foregoing representations in order to claim the exemption from registration
provided by Rule 144A.
Dated:____________________ _______________________________________
NOTICE: To be executed by an executive
officer
A-1-12
<PAGE>
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Security purchased by the Company pursuant to
Section 10.10 or 10.15 of the Indenture, check the appropriate box:
Section 10.10 [ ] Section 10.15 [ ]
If you wish to have a portion of this Security purchased by the Company
pursuant to Section 10.10 or 10.15 of the Indenture, state the amount:
$_________________
Date: __________________ Your signature: ____________________________________
(Sign exactly as your name appears on
the other side of this Security)
By:_________________________________
NOTICE: To be executed by an
executive officer
Signature Guarantee:____________________
A-1-13
<PAGE>
EXHIBIT A-2
-----------
CHEMICAL LEAMAN CORPORATION
-----------------
10-3/8% SENIOR NOTES DUE 2005, SERIES B
CUSIP No. __________
No. ___________ $
CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (herein called
the "Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_______________ or registered assigns, the principal sum of _______________
Dollars on June 15, 2005, at the office or agency of the Company referred to
below, and to pay interest thereon on June 15 and December 15 (each an "Interest
Payment Date"), of each year, commencing on December 15, 1997, accruing from the
Issue Date or from the most recent Interest Payment Date on which interest has
been paid or duly provided for, at the rate of 10-3/8% per annum, until the
principal hereof is paid or duly provided for. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date shall, as provided in the Indenture, be paid to the
person in whose name this Security is registered at the close of business on
June 1 and December 1 (each a "Regular Record Date"), whether or not a Business
Day, as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid, or duly provided for, and interest on such
defaulted interest at the then applicable interest rate borne by the Securities,
to the extent lawful, shall forthwith cease to be payable to the Holder on such
Regular Record Date, and may be paid to the person in whose name this Security
is registered at the close of business on a Special Record Date for the payment
of such defaulted interest to be fixed by the Trustee, notice of which shall be
given to Holders of Securities not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.
A-2-1
<PAGE>
Payment of the principal of, premium, if any, and interest on this
Security shall be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan in The City of New York, State of New
York, or at such other office or agency of the Company as may be maintained for
such purpose, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the address of the Person entitled thereto as such
address shall appear on the Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof.
Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.
[Remainder of Page Intentionally Left Blank]
A-2-2
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
CHEMICAL LEAMAN CORPORATION
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 10-3/8% Senior Notes due 2005, Series B,
referred to in the within-mentioned Indenture.
FIRST UNION NATIONAL BANK,
as Trustee
By:____________________________________
Authorized Officer
Dated:
A-2-3
<PAGE>
[REVERSE OF SECURITY]
1. Indenture. This Security is one of a duly authorized issue of
Securities of the Company designated as its 10-3/8% Senior Notes due 2005,
Series B (herein called the "Unrestricted Securities"). The Securities are
limited (except as otherwise provided in the Indenture referred to below) in
aggregate principal amount to $100,000,000, which may be issued under an
indenture (herein called the "Indenture") dated as of June 16, 1997, by and
between the Company and First Union National Bank, as trustee (herein called the
"Trustee," which term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee, any
Guarantors and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. The Securities
include the Initial Securities, the Private Exchange Securities and the
Unrestricted Securities (including the Exchange Securities), issued in exchange
for the Initial Securities pursuant to the Registration Rights Agreement. The
Initial Securities, the Private Exchange Securities and the Unrestricted
Securities are treated as a single class of securities under the Indenture.
All capitalized terms used in this Security which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.
The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. ss.ss. 77aaa-77bbbb) (the "TIA"), as in effect on the date of the
Indenture. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and Holders of Securities are referred to the
Indenture and the TIA for a statement of such terms.
No reference herein to the Indenture and no provisions of this Security
or of the Indenture shall alter or impair the obligation of the Company or any
Guarantor, which is absolute and unconditional, to pay the principal of,
premium, if any, and interest on this Security at the times, place, and rate,
and in the coin or currency, herein prescribed.
2. Optional Redemption. The Securities will be redeemable at the option
of the Company, in whole or in part, at any time on or after June 15, 2001, at
the Redemption Prices (expressed as percentages of principal amount) set forth
A-2-4
<PAGE>
below, plus accrued and unpaid interest thereon, if any, to the Redemption Date,
if redeemed during the 12-month period beginning on June 15 of the years
indicated below:
Redemption
Year Price
- ---- ----------
2001............................................ 105.188%
2002............................................ 103.458%
2003............................................ 101.729%
2004 and thereafter............................. 100.000%
3. Optional Redemption upon Public Equity Offering. On or prior to June
15, 2000, the Company may, at its option, use the net proceeds of a Public
Equity Offering to redeem up to 25% of the originally issued aggregate principal
amount of the Securities, at a Redemption Price in cash equal to 110.375% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the Redemption Date; provided, however, that not less than $75.0 million in
aggregate principal amount of Securities is outstanding following such
redemption. Notice of any such redemption must be given not later than 60 days
after the consummation of the Public Equity Offering.
As used in the preceding paragraph, a "Public Equity Offering" means an
underwritten public offering of Capital Stock (other than Redeemable Capital
Stock) of the Company made on a primary basis by the Company pursuant to a
registration statement filed with and declared effective by the Commission in
accordance with the Securities Act resulting in net cash proceeds to the Company
(after deducting any underwriting discounts and commissions) of at least $50.0
million.
4. Offers to Purchase. Sections 10.10 and 10.15 of the Indenture
provide that upon the occurrence of a Change of Control and following certain
Asset Sales, and subject to certain conditions and limitations contained
therein, the Company shall make an offer to purchase all or a portion of the
Securities in accordance with the procedures set forth in the Indenture.
5. Defaults and Remedies. If an Event of Default occurs and is
continuing, the principal and premium, if any, of all of the Outstanding
Securities, plus all accrued and unpaid interest, if any, to and including the
date the Securities are paid, may be declared due and payable in the manner and
with the effect provided in the Indenture.
6. Defeasance. The Indenture contains provisions (which provisions
apply to this Security) for defeasance at any time of (a) the entire
Indebtedness of the Company and the Guarantors on this Security and (b) certain
A-2-5
<PAGE>
restrictive covenants and related Defaults and Events of Default, in each case
upon compliance by the Company with certain conditions set forth therein.
7. Amendments and Waivers. The Indenture permits, with certain
exceptions as provided therein, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders under
the Indenture at any time by the Company, the Guarantors and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all the Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past Defaults under the Indenture and
this Security and their consequences. Any such consent or waiver by or on behalf
of the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Security.
8. Denominations, Transfer and Exchange. The Securities are issuable
only in registered form without coupons in denominations of $1,000 and any
integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Securities are exchangeable for a like
aggregate principal amount of Securities of a different authorized denomination,
as requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable on the Security Register
of the Company, upon surrender of this Security for registration of transfer at
the office or agency of the Company maintained for such purpose in the Borough
of Manhattan in The City of New York, State of New York, or at such other office
or agency of the Company as may be maintained for such purpose, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
No service charge shall be made for any registration of transfer or
exchange or redemption of Securities, but the Company may, under certain
A-2-6
<PAGE>
circumstances, require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
9. Persons Deemed Owners. Prior to and at the time of due presentment
of this Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this
Security shall be overdue, and neither the Company, the Trustee nor any agent
shall be affected by notice to the contrary.
10. GOVERNING LAW. THE INDENTURE, THIS SECURITY AND ANY SECURITY
GUARANTEE SET FORTH BELOW SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW.
The Company will furnish to any Holder of a Security upon written
request and without charge a copy of the Indenture. Requests may be made to:
CHEMICAL LEAMAN CORPORATION, 102 Pickering Way, Exton, Pennsylvania 19341.
A-2-7
<PAGE>
ASSIGNMENT FORM
If you the holder want to assign this Security, fill in the form below and have
your signature guaranteed:
I or we assign and transfer this Security to
_______________________________________________________________________________
(Insert assignee's social security or tax ID number)________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Print or type assignee's name, address and zip code) and irrevocably appoint
_______________________________________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for such agent.
Date: __________________ Your signature:_______________________________________
(Sign exactly as your name appears on
the other side of this Security)
By:____________________________________
NOTICE: To be executed by an
executive officer
Signature Guarantee:____________________
A-2-8
<PAGE>
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Security purchased by the Company pursuant to
Section 10.10 or 10.15 of the Indenture, check the appropriate box:
Section 10.10 [ ] Section 10.15 [ ]
If you wish to have a portion of this Security purchased by the Company
pursuant to Section 10.10 or 10.15 of the Indenture, state the amount:
$_______________
Date:____________________ Your signature:_____________________________________
(Sign exactly as your name appears on
the other side of this Security)
By:__________________________________
NOTICE: To be executed by an
executive officer
Signature Guarantee:____________________
A-2-9
<PAGE>
EXHIBIT B
---------
FORM OF LEGEND FOR BOOK-ENTRY SECURITIES
Any Global Security authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Restricted Security) in substantially the following form:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
B-1
<PAGE>
EXHIBIT C
---------
Form of Certificate To Be
Delivered in Connection with
Transfers to Non-QIB Accredited Investors
-----------------------------------------
Chemical Leaman Corporation
102 Pickering Way
Exton, Pennsylvania 19341
Ladies and Gentlemen:
In connection with our proposed purchase of $______ aggregate principal
amount of the 10-3/8% Senior Securities due 2005 (the "Securities" of Chemical
Leaman Corporation (the "Company"), we confirm that:
1. We understand that the Securities have not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), and, unless
so registered, may not be sold except as permitted in the following
sentence. We agree on our own behalf and on behalf of any investor account
for which we are purchasing Securities to offer, sell or otherwise transfer
such Securities prior to (x) the date which is two years (or such shorter
period of time as permitted by Rule 144(k) under the Securities Act) after
the later of the date of original issue of the Securities and the last date
on which the Company or any affiliate of the Company was the owner of the
Securities or any predecessor thereto and (y) such later date, if any, as
may be required by any subsequent change in applicable law (the "Resale
Restriction Termination Date") only (a) to the Company, (b) pursuant to a
registration statement which has been declared effective under the
Securities Act, (c) so long as the Securities are eligible for resale
pursuant to Rule 144A under the Securities Act, to a person we reasonably
believe is a "qualified institutional buyer" under Rule 144A (a "QIB") that
purchases for its own account or for the account of a QIB and to whom
notice is given that the transfer is being made in reliance on Rule 144A,
(d) pursuant to offers and sales to non-U.S. persons that occur outside the
United States within the meaning of Regulation S under the Securities Act,
(e) to an institutional "accredited investor" within the meaning of
subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act
C-1
<PAGE>
(an "Accredited Investor") that is purchasing for its own account or for
the account of such an Accredited Investor for investment purposes and not
with a view to, or for offer or sale in connection with, any distribution
in violation of the Securities Act, or (f) pursuant to any other available
exemption from the registration requirements of the Securities Act,
subject, in each of the foregoing cases, to any requirement of law that the
disposition of our property or the property of such investor account or
accounts be at all times within our or their control and to compliance with
any applicable state securities laws. The foregoing restrictions on resale
will not apply subsequent to the Resale Restriction Termination Date. If
any resale or other transfer of the Securities is proposed to be made
pursuant to clause (c) above prior to the Resale Restriction Termination
Date, the transferor shall deliver a letter from the transferee
substantially in the form of this letter to the Trustee, which shall
provide, among other things, that the transferee is an Accredited Investor
within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501
under the Securities Act and that it is acquiring such Securities for
investment purposes and not for distribution in violation of the Securities
Act. Each purchaser acknowledges that the Company, the Trustee and the
Transfer Agent and Registrar reserve the right prior to any offer, sale or
other transfer prior to the Resale Restriction Termination Date of the
Securities pursuant to clause (d), (e) or (f) above to require the delivery
of an opinion of counsel, certification and/or other information
satisfactory to the Company and the Trustee.
2. We are an Accredited Investor or a QIB purchasing Securities for
our own account or for the account of one or more Accredited Investors, and
we are acquiring the Securities for investment purposes and not with a view
to, or for offer or sale in connection with, any distribution in violation
of the Securities Act or the securities laws of any state of the United
States and we have such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of our
investment in the Securities, and we and any accounts for which we are
acting are each able to bear the economic risk of our or its investment in
the Securities for an indefinite period.
3. We are acquiring the Securities purchased by us for our own
account or for one or more accounts as to each of which we exercise sole
C-2
<PAGE>
investment discretion and we and any such account are (a) a QIB, aware that
the sale is being made in reliance on Rule 144A under the Securities Act,
(b) an Accredited Investor, or (c) a person other than a U.S. person
("foreign purchasers"), which term shall include dealers or other
professional fiduciaries in the United States acting on a discretionary
basis for foreign beneficial owners (other than an estate or trust) in
offshore transactions meeting the requirements of Rules 903 and 904 of
Regulation S under the Securities Act.
4. We have received a copy of the Offering Memorandum and
acknowledge that we have had access to such financial and other
information, and have been afforded the opportunity to ask such questions
of representatives of the Company and receive answers thereto, as we deem
necessary in order to verify the information contained in the Offering
Memorandum.
We understand that the Trustee and the Transfer Agent will not be
required to accept for registration of transfer any Securities acquired by us,
except upon presentation of evidence satisfactory to the Company and the Trustee
that the foregoing restrictions on transfer have been complied with. We further
understand that the Securities purchased by us will be in the form of definitive
physical certificates and that such certificates will bear a legend reflecting
the substance of this paragraph. We further agree to provide to any person
acquiring any of the Securities from us a notice advising such person that
transfers of such Securities are restricted as stated herein and that
certificates representing such Securities will bear a legend to that effect.
We represent that you, the Company, the Trustee and others are entitled
to rely upon the truth and accuracy of our acknowledgements, representations and
agreements set forth herein, and we agree to notify you promptly in writing if
any of our acknowledgements, representations or agreements herein cease to be
accurate and complete. You are also irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered hereby.
We represent to you that we have full power to make the foregoing
acknowledgements, representations and agreements on our own behalf and on behalf
of any investor account for which we are acting as fiduciary agent.
C-3
<PAGE>
As used herein, the terms "offshore transaction," "United States" and
"U.S. person" have the respective meanings given to them in Regulation S under
the Securities Act.
THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.
Very truly yours,
(Name of Purchaser)
By:________________________________
Date:______________________________
Upon transfer, the Securities would be registered in the name of the
new beneficial owner as follows:
Name:______________________________
Address:______________________________
C-4
<PAGE>
EXHIBIT D
---------
Form of Certificate To Be Delivered
in Connection with Transfers
Pursuant to Regulation S
-----------------------------------
--------------, ----
First Union National Bank
40 Broad Street
Suite 550, Fifth Floor
New York, New York 10004
Attention: Corporate Trustee Administration
Re: Chemical Leaman Corporation
(the "Company") 10-3/8% Senior Notes
due 2005 (the "Securities")
-------------------------------------
Ladies and Gentlemen:
In connection with our proposed sale of $__________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and, accordingly, we represent that:
(1) the offer of the Securities was not made to a person in the United
States;
(2) either (a) at the time the buy offer was originated, the transferee
was outside the United States or we and any person acting on our behalf
reasonably believed that the transferee was outside the United States, or
(b) the transaction was executed in, on or through the facilities of a
designated off-shore securities market and neither we nor any person acting
on our behalf knows that the transaction has been pre-arranged with a buyer
in the United States;
(3) no directed selling efforts have been made in the United States in
contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable;
D-1
<PAGE>
(4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act;
(5) we have advised the transferee of the transfer restrictions
applicable to the Securities;
(6) if the circumstances set forth in Rule 904(c) under the Securities
Act are applicable, we have complied with the additional conditions
therein, including (if applicable) sending a confirmation or other notice
stating that the Securities may be offered and sold during the restricted
period specified in Rule 903(c)(2) or (3), as applicable, in accordance
with the provisions of Regulation S; pursuant to registration of the
Securities under the Securities Act; or pursuant to an available exemption
from the registration requirements under the Securities Act; and
(7) if the sale is made during a restricted period and the provisions
of Rule 903(c)(3) are applicable thereto, we confirm that such sale has
been made in accordance with such provisions.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.
Very truly yours,
[Name of Transferor]
By:_____________________________
Authorized Signature
D-2
<PAGE>
EXHIBIT E
---------
FORM OF SECURITY GUARANTEE
--------------------------
For value received, the undersigned hereby fully and unconditionally
guarantees to the Holder of this Security the cash payments in United States
dollars of principal of, premium, if any, and interest on this Security in the
amounts and at the time when due and interest on the overdue principal, premium,
if any, and interest, if any, on this Security, if lawful, and the payment or
performance of all other obligations of the Company under the Indenture or the
Securities, to the Holder of this Security and the Trustee, all in accordance
with and subject to the terms and limitations of this Security, Article Thirteen
of the Indenture and this Security Guarantee. This Security Guarantee will
become effective in accordance with Article Thirteen of the Indenture and its
terms shall be evidenced therein. The validity and enforceability of any
Security Guarantee shall not be affected by the fact that it is not affixed to
any particular Security. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Indenture dated as of June 16, 1997,
by and between Chemical Leaman Corporation and The First Union National Bank, as
Trustee, as amended or supplemented (the "Indenture").
The obligations of the undersigned to the Holders of Securities and to
the Trustee pursuant to the Security Guarantee and the Indenture are expressly
set forth in Article Thirteen of the Indenture and reference is hereby made to
the Indenture for the precise terms of the Security Guarantee and all of the
other provisions of the Indenture to which this Security Guarantee relates.
THIS SECURITY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAW. THE GUARANTORS HEREUNDER AGREES TO SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THE INDENTURE, THE SECURITIES OR THIS SECURITY GUARANTEE.
This Security Guarantee is subject to release upon the terms set forth
in the Indenture.
E-1
<PAGE>
IN WITNESS WHEREOF, the undersigned Guarantor has caused this Security
Guarantee to be duly executed.
Dated:
[NAME OF GUARANTOR]
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
E-2
- -------------------------------------------------------------------------------
REGISTRATION RIGHTS AGREEMENT
Dated as of June 16, 1997
by and among
CHEMICAL LEAMAN CORPORATION
and
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
and
SCHRODER WERTHEIM & CO. INCORPORATED,
as Initial Purchasers
- -------------------------------------------------------------------------------
<PAGE>
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of June 16, 1997 by and among CHEMICAL LEAMAN CORPORATION, a
Pennsylvania corporation (the "Company"), and MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED ("Merrill Lynch") and SCHRODER WERTHEIM & CO. INCORPORATED
("Schroder" and, together with Merrill Lynch, the "Initial Purchasers").
This Agreement is made pursuant to the Purchase Agreement dated as of June
10, 1997 by and among the Company and the Initial Purchasers (the "Purchase
Agreement"), which provides for, among other things, the sale by the Company to
the Initial Purchasers of an aggregate of $100,000,000 principal amount of the
Company's 10-3/8% Senior Notes due 2005 (the "Securities"). In order to induce
the Initial Purchasers to enter into the Purchase Agreement, the Company has
agreed to provide to the Initial Purchasers and their direct and indirect
transferees the registration rights set forth in this Agreement. The execution
and delivery of this Agreement is a condition to the closing under the Purchase
Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:
"Additional Interest" shall have the meaning set forth in Section 2(e)
hereof.
"Advice" shall have the meaning set forth in the last paragraph of
Section 3 hereof.
"Applicable Period" shall have the meaning set forth in Section 3(t)
hereof.
"Business Day" shall mean a day that is not a Saturday, a Sunday, or a
day on which banking institutions in New York, New York are required to be
closed.
"Closing Time" shall mean the Closing Time as defined in the Purchase
Agreement.
<PAGE>
"Company" shall have the meaning set forth in the preamble to this
Agreement and also includes the Company's successors and permitted assigns.
"Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Company; provided, however, that such
depositary must have an address in the Borough of Manhattan, in The City of
New York.
"Effectiveness Period" shall have the meaning set forth in Section
2(b) hereof.
"Event Date" shall have the meaning set forth in Section 2(e) hereof.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Exchange Offer" shall mean the exchange offer by the Company of
Exchange Securities for Securities pursuant to Section 2(a) hereof.
"Exchange Offer Registration" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.
"Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-1 or S-4 (or, if applicable, on another
appropriate form), and all amendments and supplements to such registration
statement, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.
"Exchange Period" shall have the meaning set forth in Section 2(a)
hereof.
"Exchange Securities" shall mean the 10-3/8% Senior Notes due 2005,
issued by the Company under the Indenture containing terms identical to the
Securities (except that (i) interest thereon shall accrue from the last
date on which interest was paid on the Securities or, if no such interest
has been paid, from June 16, 1997 and (ii) the transfer restrictions
thereon shall be eliminated) to be offered to Holders of Securities in
exchange for Securities pursuant to the Exchange Offer.
-2-
<PAGE>
"Guarantors" shall have the meaning set forth in Section 7(c) hereof.
"Holder" shall mean the Initial Purchasers, for so long as they own
any Registrable Securities, and each of their successors, assigns and
direct and indirect transferees who become registered owners of Registrable
Securities under the Indenture.
"Indenture" shall mean the Indenture relating to the Securities dated
as of June 16, 1997 between the Company and First Union National Bank, as
trustee, as the same may be amended from time to time in accordance with
the terms thereof.
"Initial Purchasers" shall have the meaning set forth in the preamble
to this Agreement.
"Inspectors" shall have the meaning set forth in Section 3(n) hereof.
"Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities.
"Participating Broker-Dealer" shall have the meaning set forth in
Section 3(t) hereof.
"Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political
subdivision thereof.
"Private Exchange" shall have the meaning set forth in Section 2(a)
hereof.
"Private Exchange Securities" shall have the meaning set forth in
Section 2(a) hereof.
"Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a
prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration
Statement, and by all other amendments and supplements to a prospectus,
including post-effective amendments, and in each case including all
material incorporated by reference therein.
-3-
<PAGE>
"Purchase Agreement" shall have the meaning set forth in the preamble
to this Agreement.
"Records" shall have the meaning set forth in Section 3(n) hereof.
"Registrable Securities" shall mean each Security and, if issued, each
Private Exchange Security until (i) the date on which such Security has
been exchanged by a Person other than a Participating Broker-Dealer for an
Exchange Security in the Exchange Offer, (ii) following the exchange by a
Participating Broker-Dealer in the Exchange Offer of a Security for an
Exchange Security, the date on which such Exchange Security is sold to a
purchaser who receives from such Participating Broker-Dealer on or prior to
the date of such sale a copy of the Prospectus contained in the Exchange
Offer Registration Statement, as amended or supplemented, (iii) the date on
which such Security or Private Exchange Security, as the case may be, has
been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement, (iv) the date on which
such Security or Private Exchange Security, as the case may be, is eligible
for distribution to the public pursuant to Rule 144(k) under the Securities
Act (or any similar provision then in force, but not Rule 144A under the
Securities Act), (v) the date such Security or Private Exchange Security,
as the case may be, shall have been otherwise transferred by the holder
thereof and a new Security not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent
disposition of such Security shall not require registration or
qualification under the Securities Act or any similar state law then in
force or (vi) such Security or Private Exchange Security, as the case may
be, ceases to be outstanding.
"Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. (the "NASD") registration and filing fees,
including, if applicable, the fees and expenses of any "qualified
independent underwriter" (and its counsel) that is required to be retained
by any Initial Purchaser holding Registrable Securities in accordance with
the rules and regulations of the NASD, (ii) all fees and expenses incurred
in connection with compliance with state securities or blue sky laws
(including reasonable fees and
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disbursements of counsel for any underwriters or any Holder that was an
Initial Purchaser in connection with blue sky qualification of any of the
Exchange Securities or Registrable Securities) and compliance with the
rules of the NASD, (iii) all expenses of any Persons (other than the
Holders or Persons acting on the request of the Holders) in preparing or
assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus and any amendments or supplements
thereto, and in preparing or assisting in preparing, printing and
distributing any underwriting agreements, securities sales agreements and
other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) the fees and disbursements of
counsel for the Company and of the independent certified public accountants
of the Company, including the expenses of any "cold comfort" letters
required by or incident to such performance and compliance, (vi) the fees
and expenses of the Trustee, and any exchange agent or custodian, (vii) all
fees and expenses incurred in connection with the listing, if any, of any
of the Registrable Securities on any securities exchange or exchanges, and
(viii) any fees and disbursements of any underwriter customarily required
to be paid by Company or sellers of securities and the reasonable fees and
expenses of any special experts retained by the Company in connection with
any Registration Statement, but excluding fees of counsel to the
underwriters or Holders and underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.
"Registration Statement" shall mean any registration statement of the
Company which covers any of the Exchange Securities or Registrable
Securities pursuant to the provisions of this Agreement, and all amendments
and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.
"SEC" shall mean the Securities and Exchange Commission.
"Securities" shall have the meaning set forth in the preamble to this
Agreement.
"Securities Act" shall mean the Securities Act of 1933, as amended.
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"Shelf Registration" shall mean a registration effected pursuant to
Section 2(b) hereof.
"Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2(b) hereof
which covers all of the Registrable Securities or all of the Private
Exchange Securities, as the case may be, on an appropriate form under Rule
415 under the Securities Act, or any similar rule that may be adopted by
the SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.
"TIA" shall have the meaning set forth in Section 3(l) hereof.
"Trustee" shall mean the trustee with respect to the Securities under
the Indenture.
2. Registration Under the Securities Act.
(a) Exchange Offer. To the extent not prohibited by any applicable law or
applicable SEC policy, the Company shall, for the benefit of the Holders, at the
Company's cost (i) file with the SEC within 60 days after the Closing Time an
Exchange Offer Registration Statement on an appropriate form under the
Securities Act covering the offer by the Company to the Holders to exchange all
of the Registrable Securities (other than Private Exchange Securities) for a
like principal amount of Exchange Securities, (ii) use its best efforts to cause
such Exchange Offer Registration Statement declared effective under the
Securities Act by the SEC not later than the date which is 120 days after the
Closing Time, (iii) use its best efforts to have such Registration Statement
remain effective until the closing of the Exchange Offer and (iv) commence the
Exchange Offer and use its best efforts to issue Exchange Securities in exchange
for all Securities properly tendered prior thereto in the Exchange Offer not
later than 30 days after the date on which the Exchange Offer Registration
Statement was declared effective by the SEC. Upon the effectiveness of the
Exchange Offer Registration Statement, the Company shall promptly commence the
Exchange Offer, it being the objective of such Exchange Offer to enable each
Holder eligible and electing to exchange Registrable Securities for Exchange
Securities (assuming that such Holder is not an affiliate of the Company within
the meaning of Rule 405 under the Securities Act and is not a broker-dealer
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tendering Registrable Securities acquired directly from the Company for its own
account, acquires the Exchange Securities in the ordinary course of such
Holder's business and has no arrangements or understandings with any Person to
participate in the Exchange Offer for the purpose of distributing (within the
meaning of the Securities Act) the Exchange Securities) to transfer such
Exchange Securities from and after their receipt without any limitations or
restrictions under the Securities Act and under state securities or blue sky
laws.
In connection with the Exchange Offer, the Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter
of transmittal and related documents;
(ii) keep the Exchange Offer open for acceptance for a period of not
less than 30 days after the date notice thereof is mailed to the Holders
(or longer if required by applicable law) (such period referred to herein
as the "Exchange Period");
(iii) utilize the services of the Depositary for the Exchange Offer;
(iv) permit Holders to withdraw tendered Securities at any time prior
to the close of business, New York time, on the last Business Day of the
Exchange Period, by sending to the institution specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of
such Holder, the principal amount of Securities delivered for exchange, and
a statement that such Holder is withdrawing such Holder's election to have
such Securities exchanged;
(v) notify each Holder that any Security not tendered will remain
outstanding and continue to accrue interest, but will not retain any rights
under this Agreement (except in the case of the Initial Purchasers and
Participating Broker-Dealers as provided herein); and
(vi) otherwise comply in all respects with all applicable laws
relating to the Exchange Offer.
If, prior to consummation of the Exchange Offer, the Initial Purchasers
hold any Securities acquired by them and
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having the status of an unsold allotment in the initial distribution, the
Company upon the request of any Initial Purchaser shall, simultaneously with the
delivery of the Exchange Securities in the Exchange Offer, issue and deliver to
such Initial Purchaser in exchange (the "Private Exchange") for the Securities
held by such Initial Purchaser, a like principal amount of debt securities of
the Company that are identical (except that such securities shall bear
appropriate transfer restrictions) to the Exchange Securities (the "Private
Exchange Securities").
The Exchange Securities and the Private Exchange Securities shall be issued
under (i) the Indenture or (ii) an indenture identical to the Indenture in all
material respects and which, in either case, has been qualified under the TIA
and shall provide that the Exchange Securities shall not be subject to the
transfer restrictions set forth in the Indenture. The Indenture or such
indenture shall provide that the Exchange Securities, the Private Exchange
Securities and the Securities shall vote and consent together on all matters as
one class and that none of the Exchange Securities, the Private Exchange
Securities or the Securities will have the right to vote or consent as a
separate class on any matter. The Private Exchange Securities shall be of the
same series as, and the Company shall use its best efforts to have the Private
Exchange Securities bear the same CUSIP number as, the Exchange Securities.
As soon as practicable after the close of the Exchange Offer and/or the
Private Exchange, as the case may be, the Company shall:
(i) accept for exchange all Securities or portions thereof tendered
and not validly withdrawn pursuant to the Exchange Offer;
(ii) accept for exchange all Securities duly tendered pursuant to the
Private Exchange; and
(iii) deliver, or cause to be delivered, to the Trustee for
cancellation all Securities or portions thereof so accepted for exchange by
the Company, and issue, and cause the Trustee under the Indenture to
promptly authenticate and deliver to each Holder, a new Exchange Security
or Private Exchange Security, as the case may be, equal in principal amount
to the principal amount of the Securities surrendered by such Holder and
accepted for exchange.
To the extent not prohibited by any law or applicable interpretation of the
staff of the SEC, the Company shall use its best
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<PAGE>
efforts to complete the Exchange Offer as provided above, and shall comply with
the applicable requirements of the Securities Act, the Exchange Act and other
applicable laws in connection with the Exchange Offer. The Exchange Offer shall
not be subject to any conditions, other than that the Exchange Offer does not
violate applicable law or any applicable interpretation of the staff of the SEC.
Each Holder of Registrable Securities who wishes to exchange such Registrable
Securities for Exchange Securities in the Exchange Offer will be required to
make certain customary representations in connection therewith, including
representations that such Holder is not an affiliate of the Company within the
meaning of Rule 405 under the Securities Act, or if it is such an affiliate, it
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, that any Exchange Securities to be
received by it will be acquired in the ordinary course of business and that at
the time of the commencement of the Exchange Offer it has no arrangement with
any Person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Securities. The Company shall inform the Initial
Purchasers, after consultation with the Trustee and the Initial Purchasers, of
the names and addresses of the Holders to whom the Exchange Offer is made, and
the Initial Purchasers shall have the right to contact such Holders and
otherwise facilitate the tender of Registrable Securities in the Exchange Offer.
Upon consummation of the Exchange Offer in accordance with this Section
2(a), the provisions of this Agreement shall continue to apply, mutatis
mutandis, solely with respect to Registrable Securities that are Private
Exchange Securities and Exchange Securities held by Participating
Broker-Dealers, and the Company shall have no further obligation to register
Registrable Securities (other than Private Exchange Securities) pursuant to
Section 2(b) hereof.
(b) Shelf Registration. In the event that (i) the Company is not permitted
to file the Exchange Offer Registration Statement or to consummate the Exchange
Offer because the Exchange Offer is not permitted by applicable law or SEC
policy, (ii) the Exchange Offer is not for any other reason consummated within
150 days after the Closing Time, (iii) any holder of Securities notifies the
Company within 30 days after the commencement of the Exchange Offer that (a) due
to a change in law or policy it is not entitled to participate in the Exchange
Offer, (b) due to a change in law or policy it may not resell the Exchange
Securities acquired by it in the Exchange Offer to the public without delivering
a prospectus and the
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<PAGE>
prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such holder or (c) it is a
broker-dealer and owns Securities acquired directly from the Company or an
affiliate of the Company or (iv) the holders of a majority in aggregate
principal amount of the Securities may not resell the Exchange Securities
acquired by them in the Exchange Offer to the public without restriction under
the Securities Act and without restriction under applicable blue sky or state
securities laws, then the Company shall, at its cost, file as promptly as
practicable after such determination or date, as the case may be, and, in any
event, prior to the later of (A) 60 days after the Closing Time or (B) 30 days
after such filing obligation arises (provided, however, that if the Company has
not consummated the Exchange Offer within 150 days after the Closing Time, then
the Company shall file the Shelf Registration Statement with the SEC on or prior
to the 180th day after the Closing Time), a Shelf Registration Statement
providing for the sale by the Holders of all of the Registrable Securities, and
shall use its best efforts to cause such Shelf Registration Statement declared
effective by the SEC as soon as practicable and, in any event, on or prior to 60
days after the obligation to file the Shelf Registration Statement arises. No
Holder of Registrable Securities may include any of its Registrable Securities
in any Shelf Registration pursuant to this Agreement unless and until such
Holder furnishes to the Company in writing, within 15 days after receipt of a
request therefor, such information as the Company may, after conferring with
counsel with regard to information relating to Holders that would be required by
the SEC to be included in such Shelf Registration Statement or Prospectus
included therein, reasonably request for inclusion in any Shelf Registration
Statement or Prospectus included therein. Each Holder as to which any Shelf
Registration is being effected agrees to furnish to the Company all information
with respect to such Holder necessary to make any information previously
furnished to the Company by such Holder not materially misleading.
The Company agrees to use its best efforts to keep the Shelf Registration
Statement continuously effective, supplemented and amended for a period of two
years (or such shorter period provided for in any amendment to Rule 144(k) under
the Securities Act (or any successor provision other than Rule 144A) upon the
expiration of which securities are eligible for distribution to the public) from
the Closing Time or such shorter period that will terminate when all the
Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant thereto (subject to extension pursuant to the
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last paragraph of Section 3 hereof) (the "Effectiveness Period"). The Company
shall not permit any securities other than Registrable Securities to be included
in the Shelf Registration. The Company further agrees, if necessary, to
supplement or amend the Shelf Registration Statement, if required by the rules,
regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration Statement or by the Securities Act or by any
other rules and regulations thereunder for shelf registrations, and the Company
agrees to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.
(c) Expenses. The Company shall pay all Registration Expenses in connection
with the registration pursuant to Section 2(a) or 2(b) hereof and any one
counsel designated in writing by the Majority Holders to act as counsel for the
Holders of the Registrable Securities in connection with a Shelf Registration
Statement. Except as provided in the preceding sentence, each Holder shall pay
all expenses of its counsel, underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of such Holder's Registrable
Securities pursuant to the Shelf Registration Statement.
(d) Effective Registration Statement. An Exchange Offer Registration
Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement
pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC; provided, however, that if,
after it has been declared effective, the offering of Registrable Securities
pursuant to a Shelf Registration Statement is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or court, such Registration Statement will be deemed not to have been
effective during the period of such interference, until the offering of
Registrable Securities may legally resume. The Company will be deemed not to
have used its best efforts to cause the Exchange Offer Registration Statement or
the Shelf Registration Statement, as the case may be, to become, or to remain,
effective during the requisite period if they voluntarily take any action that
would result in any such Registration Statement not being declared effective or
in the Holders of Registrable Securities covered thereby not being able to
exchange or offer and sell such Registrable Securities during that period unless
such action is required by applicable law.
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<PAGE>
(e) Additional Interest. If (i) the Company fails to file an Exchange Offer
Registration Statement or the Shelf Registration Statement on or before the date
specified herein for such filing, (ii) the Exchange Offer Registration Statement
or the Shelf Registration Statement is not declared effective by the SEC on or
prior to the date specified herein for such effectiveness (the "Effectiveness
Target Date"), (iii) the Exchange Offer is required to be consummated hereunder
and the Company fails to issue Exchange Securities in exchange for all
Securities properly tendered and not withdrawn in the Exchange Offer within 30
days of the Effectiveness Target Date with respect to the Exchange Offer
Registration Statement, or (iv) the Exchange Offer Registration Statement or the
Shelf Registration Statement required to be filed and declared effective
hereunder is declared effective but thereafter ceases to be effective or usable
in connection with the Exchange Offer or resales of Securities, as the case may
be, during the periods specified herein (each such event referred to in clauses
(i) through (iv) above, a "Registration Default"), then the interest rate borne
by the Registrable Securities as to which such Registration Default relates
shall be increased (the "Additional Interest"), with respect to the first 90-day
period (or portion thereof) while a Registration Default is continuing
immediately following the occurrence of such Registration Default, by 0.25% per
annum, such interest rate increasing by an additional 0.25% per annum at the
beginning of each subsequent 90-day period (or portion thereof) while a
Registration Default is continuing until all Registration Defaults have been
cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (w)
the filing of the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, required hereunder (in the case of
clause (i) of the preceding sentence), (x) the effectiveness of the Exchange
Offer Registration Statement or the Shelf Registration Statement, as the case
may be, required hereunder (in the case of clause (ii) of the preceding
sentence), (y) the issuance of Exchange Securities in exchange for all
Securities properly tendered and not withdrawn in the Exchange Offer (in the
case of clause (iii) of the preceding sentence) or (z) the effectiveness of the
Exchange Offer Registration Statement or the Shelf Registration Statement, as
the case may be, required hereunder which had ceased to be effective (in the
case of clause (iv) of the preceding sentence), Additional Interest as a result
of the Registration Default described in such clause shall cease to accrue (but
any accrued amount shall be payable) and the interest rate on the Securities
shall revert to the original rate if no other Registration Default has occurred
and is continuing.
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The Company shall notify the Trustee within three Business Days after each
and every date on which an event occurs in respect of which Additional Interest
is required to be paid (an "Event Date"). Additional Interest shall be paid by
depositing with the Trustee, in trust, for the benefit of the Holders of
Securities or of Private Exchange Securities, as the case may be, on or before
the applicable semiannual interest payment date, immediately available funds in
sums sufficient to pay the Additional Interest then due. The Additional Interest
due shall be payable on each interest payment date to the record Holder of
Securities entitled to receive the interest payment to be paid on such date as
set forth in the Indenture. Each obligation to pay Additional Interest shall be
deemed to accrue from and including the day following the applicable Event Date.
(f) Specific Enforcement. Without limiting the remedies available to the
Initial Purchasers and the Holders, the Company acknowledge that any failure by
the Company to comply with its obligations under Section 2(a) and Section 2(b)
hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it would not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Company's obligations under
Section 2(a) and Section 2(b) hereof.
3. Registration Procedures. In connection with the obligations of the
Company with respect to the Registration Statements pursuant to Sections 2(a)
and 2(b) hereof, the Company shall:
(a) prepare and file with the SEC a Registration Statement or
Registration Statements as prescribed by Sections 2(a) and 2(b) hereof
within the relevant time period specified in Section 2 hereof on the
appropriate form under the Securities Act, which form (i) shall be selected
by the Company, (ii) shall, in the case of a Shelf Registration, be
available for the sale of the Registrable Securities by the selling Holders
thereof and (iii) shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements
required by the SEC to be filed therewith; and use its best efforts to
cause such Registration Statement to become effective and remain effective
in accordance with Section 2 hereof; provided, however, that if (1) such
filing is pursuant to Section 2(b), or (2) a Prospectus
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contained in an Exchange Offer Registration Statement filed pursuant to
Section 2(a) is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Securities, before
filing any Registration Statement or Prospectus or any amendments or
supplements thereto, the Company shall furnish to and afford the Holders of
the Registrable Securities and each such Participating Broker-Dealer, as
the case may be, covered by such Registration Statement, their counsel and
the managing underwriters, if any, a reasonable opportunity to review
copies of all such documents (including copies of any documents to be
incorporated by reference therein and all exhibits thereto) proposed to be
filed (at least 10 Business Days prior to such filing). The Company shall
not file any Registration Statement or Prospectus or any amendments or
supplements thereto in respect of which the Holders must be afforded an
opportunity to review prior to the filing of such document if the Majority
Holders or such Participating Broker-Dealer, as the case may be, their
counsel or the managing underwriters, if any, shall reasonably object;
(b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the Effectiveness Period or the
Applicable Period, as the case may be; and cause each Prospectus to be
supplemented by any required prospectus supplement and as so supplemented
to be filed pursuant to Rule 424 (or any similar provision then in force)
under the Securities Act, and comply with the provisions of the Securities
Act, the Exchange Act and the rules and regulations promulgated thereunder
applicable to it with respect to the disposition of all securities covered
by each Registration Statement during the Effectiveness Period or the
Applicable Period, as the case may be, in accordance with the intended
method or methods of distribution by the selling Holders thereof described
in this Agreement (including sales by any Participating Broker-Dealer);
(c) in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities, at least three Business Days prior to filing, that
a Shelf Registration Statement with respect to the Registrable Securities
is being filed and advising such Holder that the distribution of
Registrable Securities will be made in accordance with the method selected
by the Majority Holders; and (ii) furnish to each Holder of Registrable
Securities and to each
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underwriter of an underwritten offering of Registrable Securities, if any,
without charge, as many copies of each Prospectus, including each
preliminary prospectus, and any amendment or supplement thereto and such
other documents as such Holder or underwriter may reasonably request, in
order to facilitate the public sale or other disposition of the Registrable
Securities; and (iii) subject to the last paragraph of Section 3 hereof,
hereby consent to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of Registrable Securities in
connection with the offering and sale of the Registrable Securities covered
by the Prospectus or any amendment or supplement thereto;
(d) in the case of a Shelf Registration, use its best efforts to
register or qualify the Registrable Securities under all applicable state
securities or "blue sky" laws of such jurisdictions by the time the
applicable Registration Statement is declared effective by the SEC as any
Holder of Registrable Securities covered by a Registration Statement and
each underwriter of an underwritten offering of Registrable Securities
shall reasonably request in advance of such date of effectiveness, and do
any and all other acts and things which may be reasonably necessary or
advisable to enable such Holder and underwriter to consummate the
disposition in each such jurisdiction of such Registrable Securities owned
by such Holder; provided, however, that the Company shall not be required
to (i) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to qualify but for
this Section 3(d), (ii) file any general consent to service of process or
(iii) subject itself to taxation in any such jurisdiction if it is not so
subject;
(e) in the case of (1) a Shelf Registration or (2) Participating
Broker-Dealers who have notified the Company that they will be utilizing
the Prospectus contained in the Exchange Offer Registration Statement as
provided in Section 3(t) hereof, notify each Holder of Registrable
Securities, or such Participating Broker-Dealers, as the case may be, their
counsel and the managing underwriters, if any, promptly and confirm such
notice in writing (i) when a Registration Statement has become effective
and when any post-effective amendments and supplements thereto become
effective, (ii) of any request by the SEC or any state securities authority
for amendments and supplements to a Registration Statement or Prospectus
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or for additional information after the Registration Statement has become
effective, (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, (iv) in
the case of a Shelf Registration, if, between the effective date of a
Registration Statement and the closing of any sale of Registrable
Securities covered thereby, the representations and warranties of the
Company contained in any underwriting agreement, securities sales agreement
or other similar agreement, if any, relating to such offering (but not
including the Purchase Agreement, the Indenture or this Agreement) cease to
be true and correct in all material respects, (v) if the Company receives
any notification with respect to the suspension of the qualification of the
Registrable Securities or the Exchange Securities to be sold by any
Participating Broker-Dealer for offer or sale in any jurisdiction or the
initiation of any proceeding for such purpose, (vi) of the happening of any
event or the failure of any event to occur or the discovery of any facts or
otherwise during the Effectiveness Period or Applicable Period, as the case
may be, which makes any statement made in a Registration Statement or the
related Prospectus untrue in any material respect or which causes such
Registration Statement or Prospectus to omit to state a material fact
necessary to make the statements therein (in the case of the Prospectus, in
the light of the circumstances under which they were made) not misleading
and (vii) the Company's reasonable determination that a post-effective
amendment to the Registration Statement would be appropriate;
(f) make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement as soon as
practicable;
(g) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of each
Registration Statement relating to such Shelf Registration and any
post-effective amendment thereto (without documents incorporated therein by
reference or exhibits thereto, unless requested);
(h) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and
not bearing any restrictive legends; and cause such
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Registrable Securities to be in such denominations (consistent with the
provisions of the Indenture) and registered in such names as the selling
Holders or the underwriters may reasonably request at least two Business
Days prior to the closing of any sale of Registrable Securities;
(i) in the case of a Shelf Registration or an Exchange Offer
Registration, upon the occurrence of any circumstance contemplated by
Section 3(e)(ii), 3(e)(iii), 3(e)(v), 3(e)(vi) or 3(e)(vii) hereof, use its
best efforts to prepare a supplement or post-effective amendment to a
Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document
(subject to Section 3(a)) so that, as thereafter delivered to the
purchasers of the Registrable Securities or Exchange Securities to whom a
Prospectus is being delivered by a Participating Broker-Dealer who has
notified the Company that it will be utilizing the Prospectus contained in
the Exchange Offer Registration Statement as provided in Section 3(t)
hereof, such Prospectus will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; and to notify each Holder or Participating Broker-Dealer, as
the case may be, to suspend use of the Prospectus as promptly as
practicable after the occurrence of such an event, and each Holder and
Participating Broker-Dealer hereby agrees to suspend use of the Prospectus
until the Company have amended or supplemented the Prospectus to correct
such misstatement or omission;
(j) in the case of a Shelf Registration, upon the filing of any
document which is to be incorporated by reference into a Registration
Statement or a Prospectus after the initial filing of a Registration
Statement, provide a reasonable number of copies of such document to the
Holders;
(k) obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement, and provide the Trustee with certificates for the
Exchange Securities or the Registrable Securities, as the case may be, in a
form eligible for deposit with the Depositary;
(l) cause the Indenture or the indenture provided for in Section 2(a)
to be qualified under the TIA in
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connection with the registration of the Exchange Securities or Registrable
Securities, as the case may be, cooperate with the Trustee or any trustee
under such indenture and the Holders to effect such changes to the
Indenture or such indenture as may be required for the Indenture or such
indenture to be so qualified in accordance with the terms of the TIA and
execute, and use their best efforts to cause the Trustee or such trustee to
execute, all documents as may be required to effect such changes, and all
other forms and documents required to be filed with the SEC to enable the
Indenture or such indenture to be so qualified in a timely manner;
(m) in the case of a Shelf Registration, enter into such agreements
(including underwriting agreements) as are customary in underwritten
offerings and take all such other appropriate actions as are reasonably
requested in order to expedite or facilitate the registration or the
disposition of such Registrable Securities, and in such connection, whether
or not an underwriting agreement is entered into and whether or not the
registration is an underwritten registration: (i) make such representations
and warranties to Holders of such Registrable Securities and the
underwriters (if any), with respect to the business of the Company and its
subsidiaries as then conducted or proposed to be conducted and the
Registration Statement, Prospectus and documents, if any, incorporated or
deemed to be incorporated by reference therein, in each case, as are
customarily made by Company to underwriters in underwritten offerings, and
confirm the same if and when requested; (ii) obtain opinions of counsel to
the Company and updates thereof in form and substance reasonably
satisfactory to the managing underwriters (if any) and the Holders of a
majority in principal amount of the Registrable Securities being sold,
addressed to each selling Holder and the underwriters (if any) covering the
matters customarily covered in opinions requested in underwritten offerings
and such other matters as may be reasonably requested by such Holders and
underwriters; (iii) obtain "cold comfort" letters and updates thereof in
form and substance reasonably satisfactory to the managing underwriters (if
any) from the independent certified public accountants of the Company (and,
if necessary, any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the Company for
which financial statements and financial data are, or are required to be,
included in the Registration Statement), addressed to the selling Holders
of Registrable
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Securities and to each of the underwriters (if any), such letters to be in
customary form and covering matters of the type customarily covered in
"cold comfort" letters in connection with underwritten offerings and such
other matters as reasonably requested by such selling Holders and
underwriters; and (iv) if an underwriting agreement is entered into, the
same shall contain indemnification provisions and procedures no less
favorable than those set forth in Section 4 hereof (or such other less
favorable provisions and procedures acceptable to Holders of a majority in
aggregate principal amount of Registrable Securities covered by such
Registration Statement and the managing underwriters or agents) with
respect to all parties to be indemnified pursuant to said Section
(including, without limitation, such underwriters and selling Holders). The
above shall be done at each closing under such underwriting agreement, or
as and to the extent required thereunder;
(n) if (1) a Shelf Registration is filed pursuant to Section 2(b) or
(2) a Prospectus contained in an Exchange Offer Registration Statement
filed pursuant to Section 2(a) is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period, make available for
inspection by any selling Holder of such Registrable Securities being sold,
or each such Participating Broker-Dealer, as the case may be, any
underwriter participating in any such disposition of Registrable
Securities, if any, and any attorney, accountant or other agent retained by
any such selling Holder or each such Participating Broker-Dealer, as the
case may be, or underwriter (collectively, the "Inspectors"), at the
offices where normally kept, during reasonable business hours, all
financial and other records, pertinent corporate documents and properties
of the Company and their subsidiaries (collectively, the "Records") as
shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees
of the Company and its subsidiaries to supply all information in each case
reasonably requested by any such Inspector in connection with such
Registration Statement. Records which the Company determines, in good
faith, to be confidential and any Records which they notify the Inspectors
are confidential shall not be disclosed by the Inspectors unless (i) the
disclosure of such Records is necessary in connection with the Inspectors'
assertion of any claims or actions or with their
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establishment of any defense in an action then pending before a court of
competent jurisdiction, (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent
jurisdiction or (iii) the information in such Records has been made
generally available to the public. Each selling Holder of such Registrable
Securities and each such Participating Broker-Dealer will be required to
agree that information obtained by it as a result of such inspections shall
be deemed confidential and shall not be used by it as the basis for any
market transactions in the securities of the Company unless and until such
is made generally available to the public. Each selling Holder of such
Registrable Securities and each such Participating Broker-Dealer will be
required to further agree that it will, prior to disclosure of such Records
pursuant to clause (i) or (ii) above, give prompt notice to the Company and
allow the Company at its expense to undertake appropriate action to prevent
disclosure to the public of the Records deemed confidential;
(o) comply with all applicable rules and regulations of the SEC and
make generally available to their securityholders earnings statements
satisfying the provisions of Section 11(a) of the Securities Act and Rule
158 thereunder (or any similar rule promulgated under the Securities Act)
no later than 45 days after the end of any 12-month period (or 90 days
after the end of any 12-month period if such period is a fiscal year) (i)
commencing at the end of any fiscal quarter in which Registrable Securities
are sold to underwriters in a firm commitment or best efforts underwritten
offering and (ii) if not sold to underwriters in such an offering,
commencing on the first day of the first fiscal quarter of the Company
after the effective date of a Registration Statement, which statements
shall cover said 12-month periods;
(p) upon consummation of an Exchange Offer or a Private Exchange,
obtain an opinion of counsel to the Company addressed to the Trustee for
the benefit of all Holders of Registrable Securities participating in the
Exchange Offer or the Private Exchange, as the case may be, and which
includes an opinion that (i) the Company has duly authorized, executed and
delivered the Exchange Securities and Private Exchange Securities and the
Indenture, and (ii) each of the Exchange Securities or the Private Exchange
Securities, as the case may be, and the Indenture constitute a legal, valid
and binding obligation of the Company, enforceable against the Company in
accordance
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with its respective terms (in each case, with customary exceptions);
(q) if an Exchange Offer or a Private Exchange is to be consummated,
upon delivery of the Registrable Securities by Holders to the Company (or
to such other Person as directed by the Company) in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may be,
the Company shall mark, or cause to be marked, on such Registrable
Securities delivered by such Holders that such Registrable Securities are
being cancelled in exchange for the Exchange Securities or the Private
Exchange Securities, as the case may be; in no event shall such Registrable
Securities be marked as paid or otherwise satisfied;
(r) cooperate with each seller of Registrable Securities covered by
any Registration Statement and each underwriter, if any, participating in
the disposition of such Registrable Securities and their respective counsel
in connection with any filings required to be made with the NASD;
(s) use their best efforts to take all other steps necessary to effect
the registration of the Registrable Securities covered by a Registration
Statement contemplated hereby;
(t) (A) in the case of the Exchange Offer Registration Statement (i)
include in the Exchange Offer Registration Statement a section entitled
"Plan of Distribution," which section shall be reasonably acceptable to the
Initial Purchasers or another representative of the Participating
Broker-Dealers, and which shall contain a summary statement of the
positions taken or policies made by the staff of the SEC with respect to
the potential "underwriter" status of any broker-dealer (a "Participating
Broker-Dealer") that holds Registrable Securities acquired for its own
account as a result of market-making activities or other trading activities
and that will be the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Securities to be received by such broker-dealer
in the Exchange Offer, whether such positions or policies have been
publicly disseminated by the staff of the SEC or such positions or
policies, in the reasonable judgment of the Initial Purchasers or such
other representative, represent the prevailing views of the staff of the
SEC, including a statement that any such
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broker-dealer who receives Exchange Securities for Registrable Securities
pursuant to the Exchange Offer may be deemed a statutory underwriter and
must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Securities, (ii) furnish to
each Participating Broker-Dealer who has delivered to the Company the
notice referred to in Section 3(e), without charge, as many copies of each
Prospectus included in the Exchange Offer Registration Statement, including
any preliminary prospectus, and any amendment or supplement thereto, as
such Participating Broker-Dealer may reasonably request (iii) hereby
consent to the use of the Prospectus forming part of the Exchange Offer
Registration Statement or any amendment or supplement thereto, by any
Person subject to the prospectus delivery requirements of the SEC,
including all Participating Broker-Dealers, in connection with the sale or
transfer of the Exchange Securities covered by the Prospectus or any
amendment or supplement thereto, (iv) use its best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement
the Prospectus contained therein in order to permit such Prospectus to be
lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such Persons
must comply with such requirements in order to resell the Exchange
Securities; provided, however, that such period shall not be required to
exceed 180 days (or such longer period if extended pursuant to the last
sentence of Section 3 hereof) (the "Applicable Period"), and (iv) include
in the transmittal letter or similar documentation to be executed by an
exchange offeree in order to participate in the Exchange Offer (x) the
following provision:
"If the exchange offeree is a broker-dealer holding Registrable
Securities acquired for its own account as a result of market-making
activities or other trading activities, it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any
resale of Exchange Securities received in respect of such Registrable
Securities pursuant to the Exchange Offer";
and (y) a statement to the effect that by a Participating Broker-Dealer
making the acknowledgment described in clause (x) and by delivering a
Prospectus in connection with the exchange of Registrable Securities, such
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Participating Broker-Dealer will not be deemed to admit that it is an
underwriter within the meaning of the Securities Act; and
(B) in the case of any Exchange Offer Registration Statement, the
Company agrees to deliver to the Initial Purchasers or to Participating
Broker-Dealers upon consummation of the Exchange Offer (i) an opinion of
counsel substantially in the form attached hereto as Exhibit A, and (ii) an
officers' certificate containing certifications substantially similar to
those set forth in Section 5(e) of the Purchase Agreement and such
additional certifications as are customarily delivered in a public offering
of debt securities.
The Company may require each seller of Registrable Securities as to which
any registration is being effected to furnish to the Company such information
regarding such seller and the proposed distribution of such Registrable
Securities, as the Company may from time to time reasonably request in writing.
The Company may exclude from such registration the Registrable Securities of any
seller who fails to furnish any such information which the Company reasonably
requires in order for the Shelf Registration Statement to comply with applicable
law and SEC policy within a reasonable time after receiving such request and
shall be under no obligation to compensate any such seller for any lost income,
interest or other opportunity forgone, or any liability incurred, as a result of
the Company's decision to exclude such seller.
In the case of (1) a Shelf Registration Statement or (2) Participating
Broker-Dealers who have notified the Company that they will be utilizing the
Prospectus contained in the Exchange Offer Registration Statement as provided in
Section 3(t) hereof that are seeking to sell Exchange Securities and are
required to deliver Prospectuses, each Holder or Participating Broker-Dealer, as
the case may be, agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(e)(ii), 3(e)(iii),
3(e)(v), 3(e)(vi) or 3(e)(vii) hereof, such Holder or Participating
Broker-Dealer, as the case may be, will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement or Exchange
Securities, as the case may be, until such Holder's or Participating
Broker-Dealer's, as the case may be, receipt of the copies of the supplemented
or amended Prospectus contemplated by Section 3(i) hereof or until it is advised
in writing (the "Advice") by the Company that the use of the applicable
Prospectus may be resumed, and, if so directed
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by the Company, such Holder or Participating Broker-Dealer, as the case may be,
will deliver to the Company (at the Company's expense) all copies in such
Holder's or Participating Broker-Dealer's, as the case may be, possession, other
than permanent file copies then in such Holder's or Participating
Broker-Dealer's, as the case may be, possession, of the Prospectus covering such
Registrable Securities or Exchange Securities, as the case may be, current at
the time of receipt of such notice. If the Company shall give any such notice to
suspend the disposition of Registrable Securities or Exchange Securities, as the
case may be, pursuant to a Registration Statement, (x) the Company shall use its
best efforts to file and have declared effective (if an amendment) as soon as
practicable an amendment or supplement to the Registration Statement and, in the
case of an amendment, have such amendment declared effective as soon as
practicable; provided, however, that the Company may postpone the filing of such
amendment or supplement for a period not to extend beyond the earlier to occur
of (I) 30 days after the date of the determination of the Board of Directors
referred to below and (II) the day after the cessation of the circumstances
described below upon which such postponement is based, if the Board of Directors
of the Company determines reasonably and in good faith that such filing would
require disclosure of material information which the Company has a bona fide
purpose for preserving as confidential; provided, further, however, that the
Company shall be entitled to such postponement only once during any 12-month
period and the exercise by the Company of its rights under this provision shall
not relieve it of any obligation to pay Additional Interest under Section 2(e);
and (y) the Company shall extend the period during which such Registration
Statement shall be maintained effective pursuant to this Agreement by the number
of days in the period from and including the date of the giving of such notice
to and including the date when the Company shall have made available to the
Holders or Participating Broker-Dealers, as the case may be, (x) copies of the
supplemented or amended Prospectus necessary to resume such dispositions or (y)
the Advice.
4. Indemnification and Contribution. (a) The Company shall indemnify and
hold harmless each Initial Purchaser, each Holder, each Participating
Broker-Dealer, each underwriter who participates in an offering of Registrable
Securities, their respective affiliates, each Person, if any, who controls any
of such parties within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act and each of their respective directors, officers,
employees and agents, as follows:
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(i) against any and all loss, liability, claim, damage and expense
whatsoever, joint or several, as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment or supplement thereto), covering
Registrable Securities or Exchange Securities, including all documents
incorporated therein by reference, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact contained in any
Prospectus (or any amendment or supplement thereto) or the omission or
alleged omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, joint or several, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or any investigation or
proceeding by any court or governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement
or omission, or any such alleged untrue statement or omission, if such
settlement is effected with the prior written consent of the Company; and
(iii) against any and all expenses whatsoever, as incurred (including
reasonable fees and disbursements of counsel chosen by the Initial
Purchasers, such Holder, such Participating Broker-Dealer or any
underwriter (except to the extent otherwise expressly provided in Section
4(c) hereof)), reasonably incurred in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any court or
governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense
is not paid under subparagraph (i) or (ii) of this Section 4(a);
provided, however, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of an untrue statement or
omission or alleged untrue statement or omission (i) made in reliance upon and
in conformity with written information furnished in writing to the Company by
such Initial Purchaser, such Holder, such Participating Broker-Dealer or any
underwriter with respect to such Initial
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Purchaser, Holder, Participating Broker-Dealer or underwriter, as the case may
be, expressly for use in the Registration Statement (or any amendment or
supplement thereto) or any Prospectus (or any amendment or supplement thereto)
or (ii) contained in any preliminary prospectus if such Initial Purchaser, such
Holder, such Participating Broker-Dealer or such underwriter failed to send or
deliver a copy of the Prospectus (in the form it was first provided to such
parties for confirmation of sales or as amended or supplemented pursuant to
Section 3(i) prior to such confirmation of sales) to the Person asserting such
losses, claims, damages or liabilities on or prior to the delivery of written
confirmation of any sale of securities covered thereby to such Person in any
case where such delivery is required by the Securities Act and a court of
competent jurisdiction in a judgment not subject to appeal or final review shall
have determined that such Prospectus would have corrected such untrue statement
or omission. Any amounts advanced by the Company to an indemnified party
pursuant to this Section 4 as a result of such losses shall be returned to the
Company if it shall be finally determined by such a court in a judgment not
subject to appeal or final review that such indemnified party was not entitled
to indemnification by the Company.
(b) Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, each Initial Purchaser, each underwriter who participates
in an offering of Registrable Securities and the other selling Holders and each
of their respective directors, officers (including each officer of the Company
who signed the Registration Statement), employees and agents and each Person, if
any, who controls the Company, any Initial Purchaser, any underwriter or any
other selling Holder within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, against any and all loss, liability, claim, damage and
expense whatsoever described in the indemnity contained in Section 4(a) hereof,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Company by such selling Holder with respect to such Holder expressly for use in
the Registration Statement (or any supplement thereto), or any such Prospectus
(or any amendment thereto); provided, however, that, in the case of the Shelf
Registration Statement, no such Holder shall be liable for any claims hereunder
in excess of the amount of net proceeds received by such Holder from the sale or
other disposition of Registrable Securities pursuant to the Shelf Registration
Statement.
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(c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In the case of parties indemnified
pursuant to Section 4(a) above, counsel to the indemnified parties shall be
selected by Merrill Lynch, and, in the case of parties indemnified pursuant to
Section 4(b) above, counsel to the indemnified parties shall be selected by the
Company. An indemnifying party may participate at its own expense in the defense
of any such action; provided, however, that counsel to the indemnifying party
shall not (except with the consent of the indemnified party) also be counsel to
the indemnified party. In no event shall the indemnifying parties be liable for
fees and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 4 (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.
(d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for reasonable fees and
expenses of counsel to which such indemnified party is entitled pursuant to
Section 4(a) or (b), such indemnifying party agrees that it shall be liable for
any settlement of the nature contemplated by Section 4(a)(ii) effected without
its written consent if (i) such settlement is entered into more than 30 days
after receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such
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settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement.
(e) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 4 is for any reason held to be unavailable to the indemnified parties
although applicable in accordance with its terms, the Company and the Holders
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by such indemnity agreement incurred by the
Company, the Initial Purchasers, the Holders and the Participating
Broker-Dealers; provided, however, that no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person that was not guilty of such
fraudulent misrepresentation. As between the Company and the Holders, such
parties shall contribute to such aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by such indemnity agreement in such
proportion as shall be appropriate to reflect the relative fault of the Company
on the one hand and of the Holder of Registrable Securities, the Participating
Broker-Dealer or Initial Purchaser, as the case may be, on the other hand in
connection with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.
The relative fault of the Company on the one hand and the Holder of
Registrable Securities, the Participating Broker-Dealer or the Initial
Purchasers, as the case may be, on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, or by the Holder of Registrable
Securities, the Participating Broker-Dealer or the Initial Purchasers, as the
case may be, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
The Company and the Holders of the Registrable Securities and the Initial
Purchasers agree that it would not be just and equitable if contribution
pursuant to this Section 4 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this Section 4.
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For purposes of this Section 4, each affiliate of any Initial Purchaser or
Holder, and each director, officer, employee, agent and Person, if any, who
controls a Holder of Registrable Securities, a Initial Purchaser or a
Participating Broker-Dealer within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution
as such other Person, and each director of the Company, each officer of the
Company who signed the Registration Statement, and each Person, if any, who
controls the Company within the meaning of Section 15 of the Securities act or
Section 20 of the Exchange Act shall have the same rights to contribution as the
Company.
5. Participation in Underwritten Registrations. No Holder may participate
in any underwritten registration hereunder unless such Holder (a) agrees to sell
such Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements. The
Company shall be under no obligation to compensate any Holder for lost income,
interest or other opportunity foregone, or other liability incurred, as a result
of the Company's decision to exclude such Holder from any underwritten
registration if such Holder has not complied with the provisions of this Section
5 in all material respects following 5 business days' written notice of
non-compliance and the Company's decision to exclude such Holder.
6. Selection of Underwriters. The Holders of Registrable Securities covered
by the Shelf Registration Statement who desire to do so may sell the securities
covered by such Shelf Registration in an underwritten offering. In any such
underwritten offering, the underwriter or underwriters and manager or managers
that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount of the Registrable Securities included in such
offering; provided, however, that such underwriters and managers must be
reasonably satisfactory to the Company.
7. Miscellaneous.
(a) Rule 144 and Rule 144A. For so long as the Company is subject to the
reporting requirements of Section 13 or 15 of the Exchange Act and any
Registrable Securities remain outstanding, the Company covenants that it will
file the
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reports required to be filed by them under the Securities Act and Section 13(a)
or 15(d) of the Exchange Act and the rules and regulations adopted by the SEC
thereunder, that if it ceases to be so required to file such reports, it will
upon the request of any Holder of Registrable Securities (a) make publicly
available such information as is necessary to permit sales pursuant to Rule 144
under the Securities Act, (b) deliver such information to a prospective
purchaser as is necessary to permit sales pursuant to Rule 144A under the
Securities Act and will take such further action as any Holder of Registrable
Securities may reasonably request, and (c) take such further action that is
reasonable in the circumstances, in each case, to the extent required from time
to time to enable such Holder to sell its Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such rule may be amended
from time to time, (ii) Rule 144A under the Securities Act, as such rule may be
amended from time to time, or (iii) any similar rules or regulations hereafter
adopted by the SEC. Upon the reasonable request of any Holder of Registrable
Securities, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements.
(b) No Inconsistent Agreements. The Company has not entered into nor will
the Company on or after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Company's
other issued and outstanding securities under any such agreements.
(c) Guarantors. So long as any Registrable Securities remain outstanding,
the Company shall cause each of its subsidiaries that becomes a guarantor of the
Securities under the Indenture to execute and deliver a counterpart to this
Agreement which subjects such subsidiary to the provisions of this agreements as
a guarantor (all such subsidiaries, the "Guarantors"). Each of the Guarantors
agrees to join the Company in all of its undertakings hereunder to effect the
Exchange Offer for the Exchange Securities (which will be guaranteed by each of
the Guarantors with terms identical to such Guarantors' guaranty of the
Securities) and the filing of any Shelf Registration Statement required
hereunder (including, without limitation, the undertakings in Sections 3 and 4
hereof).
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(d) Amendments and Waivers. Except as permitted in paragraph (c) above, the
provisions of this Agreement, including provisions of this sentence, may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of the Company and the Majority Holders; provided, however, that no
amendment, modification, or supplement or waiver or consent to the departure
with respect to the provisions of Section 4 hereof shall be effective as against
any Holder of Registrable Securities unless consented to in writing by such
Holder of Registrable Securities.
(e) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, registered first-class
mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if
to a Holder, at the most current address given by such Holder to the Company by
means of a notice given in accordance with the provisions of this Section 7(e),
which address initially is, with respect to the Initial Purchasers, the address
set forth in the Purchase Agreement; and (ii) if to the Company, initially at
the Company's address set forth in the Purchase Agreement and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 7(e).
All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.
Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.
(f) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of the Initial
Purchasers, including, without limitation and without the need for an express
assignment, subsequent Holders; provided, however, that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such
-31-
<PAGE>
Registrable Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Securities, such Person
shall be conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement and such Person shall be entitled to
receive the benefits hereof.
(g) Third Party Beneficiary. Each of the Initial Purchasers shall be a
third party beneficiary of the agreements made hereunder between the Company, on
the one hand, and the Holders, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.
(h) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(i) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(j) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY
PROVISIONS RELATING TO CONFLICTS OF LAWS. Specified times of day refer to New
York City time.
(k) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
(l) Securities Held by the Company or any of its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
any of their affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.
[Signature Pages Follow]
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<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
CHEMICAL LEAMAN CORPORATION
By: /s/ David M. Boucher
-------------------------------
Name:
Title:
Confirmed and accepted as of
the date first above written:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Lisa Craig
---------------------------------
Name: Lisa Craig
Title: Vice President
SCHRODER WERTHEIM & CO. INCORPORATED
By: /s/ Eric H. Schless
---------------------------------
Name: Eric H. Schless
Title: Managing Director
S-1
<PAGE>
Exhibit A
Form of Opinion of Counsel
1. Each of the Exchange Offer Registration Statement and the Prospectus
(other than the financial statements, notes or schedules thereto and other
financial and statistical information and supplemental schedules included or
referred to therein or omitted therefrom and the Form T-1, as to which such
counsel need express no opinion), complies as to form in all material respects
with the applicable requirements of the Securities Act and the applicable rules
and regulations promulgated under the Securities Act.
2. In the course of such counsel's review and discussion of the contents of
the Exchange Offer Registration Statement and the Prospectus with certain
officers and other representatives of the Company and representatives of the
independent certified public accountants of the Company, but without independent
check or verification or responsibility for the accuracy, completeness or
fairness of the statements contained therein, on the basis of the foregoing
(relying as to materiality to a large extent upon representations and opinions
of officers and other representatives of the Company), no facts have come to
such counsel's attention which cause such counsel to believe that the Exchange
Offer Registration Statement (other than the financial statements, notes and
schedules thereto and other financial and statistical information contained or
referred to therein and the Form T-1, as to which such counsel need express no
belief), at the time the Exchange Offer Registration Statement became effective
and at the time of the consummation of the Exchange Offer, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements contained therein not
misleading, or that the Prospectus (other than the financial statements, notes
and schedules thereto and other financial and statistical information contained
or referred to therein, as to which such counsel need express no belief)
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading.
[GRAPHIC OMITTED]
CREDIT AGREEMENT
$20,000,000
between
CHEMICAL LEAMAN CORPORATION
and
CORESTATES BANK, N.A.
dated
June 16, 1997
<PAGE>
Table of Contents
1. Certain Definitions......................................................1
1.1. Definitions...................................................1
1.2. Accounting Terms..............................................9
2. The Credit..............................................................10
2.1. Credit Facilities.
(a) The Loans.................................................10
(b) Letters of Credit
2.2. The Note.....................................................11
2.3. Funding Procedures...........................................11
(a) Requests for Advance......................................11
(b) Irrevocability............................................12
(c) Availability of Funds.....................................12
(d) Funding of Net Amount.....................................12
2.4. Interest.....................................................12
(a) Base Rate.................................................12
(b) LIBO Rate.................................................12
(c) Renewals and Conversions of Loans.........................12
(d) Automatic Reinstatement...................................13
2.5. Fees.
(a) Administrative Fee........................................13
(b) Unused Commitment Fee.....................................13
2.6. Reduction or Termination of Commitment.......................13
(a) Voluntary.................................................13
(b) Loan Commitment Termination...............................13
2.7. Voluntary Prepayments........................................13
(a) Base Rate Loans...........................................13
(b) LIBO Rate Loans...........................................13
2.8. Payments.....................................................14
(a) Base Rate Loans...........................................14
(b) LIBO Rate Loans...........................................14
(c) Form of Payments, Application of Payments,
Payment Administration, Etc...............................14
(d) Net Payments..............................................14
(e) Prepayment of LIBO Rate Loans.............................15
(f) Demand Deposit Account....................................15
2.9. Changes in Circumstances; Yield Protection...................15
2.10. Illegality...................................................17
2.11. Repayment of Notes under Indenture...........................17
3. Representations and Warranties..........................................17
3.1. Organization, Standing.......................................17
3.2. Corporate Authority, Validity, Etc...........................17
3.3. Litigation...................................................18
- i -
<PAGE>
3.4. ERISA........................................................18
3.5. Financial Statements.........................................18
3.6. Not in Default, Judgments, Etc...............................19
3.7. Taxes........................................................19
3.8. Permits, Licenses, Etc.......................................19
3.9. No Materially Adverse Contracts, Etc.........................19
3.10. Compliance with Laws, Etc....................................19
(a) Compliance Generally......................................19
(b) Hazardous Wastes, Substances and Petroleum Products.......19
3.11. Solvency.....................................................20
3.12. Subsidiaries, Etc............................................20
3.13. Title to Properties, Leases..................................20
3.14. Public Utility Holding Company; Investment Company...........20
3.15. Margin Stock.................................................20
3.16. Use of Proceeds..............................................20
3.17. Disclosure Generally.........................................20
4. Conditions Precedent....................................................21
4.1. All Loans....................................................21
(a) Documents.................................................21
(b) Compliance Certificate....................................21
(c) Borrowing Base Certificate................................21
(d) Covenants; Representations................................21
(e) Defaults..................................................21
(f) Material Adverse Change...................................21
(g) Administrative Fee........................................21
4.2. Conditions to First Loan.....................................21
(a) Articles, Bylaws..........................................21
(b) Evidence of Authorization.................................21
(c) Legal Opinions............................................21
(d) Incumbency................................................22
(e) Note......................................................22
(f) Security Agreement........................................22
(g) Documents.................................................22
(h) Consents..................................................22
(i) Other Agreements..........................................22
(j) Repayment of Loans under CLTL Credit Agreement............22
(k) Repayment of Other Debt...................................22
(l) Collateralization of Letters of Credit....................22
(m) Sale of Senior Notes......................................22
(n) Fees, Expenses............................................22
- ii -
<PAGE>
5. Affirmative Covenants...................................................23
5.1. Financial Statements and Reports.............................23
(a) Annual Statements.........................................23
(b) Quarterly Statements......................................23
(c) Compliance Certificate....................................24
(d) ERISA.....................................................24
(e) Material Changes..........................................24
(f) Other Information.........................................24
(g) Borrowing Base Certificate................................24
5.2. Corporate Existence..........................................24
5.3. ERISA........................................................24
5.4. Compliance with Regulations..................................24
5.5. Conduct of Business; Permits and Approvals,
Compliance with Laws.........................................24
5.6. Maintenance of Insurance.....................................25
5.7. Payment of Debt; Payment of Taxes, Etc.......................25
5.8. Notice of Events.............................................25
5.9. Inspection Rights............................................26
5.10. Generally Accepted Accounting Principles.....................26
5.11. Compliance with Material Contracts...........................26
5.12. Use of Proceeds..............................................26
5.13. Further Assurances...........................................26
5.14. Restrictive Covenants in Other Agreements....................26
5.15. Equipment....................................................27
6. Negative Covenants......................................................27
6.1. Consolidation and Merger.....................................27
6.2. Liens........................................................27
6.3. Guarantees...................................................27
6.4. Margin Stock.................................................27
6.5. Acquisitions and Investments.................................27
6.6. Transfer of Assets; Nature of Business.......................27
6.7. Restricted Payments..........................................28
6.8. Accounting Change............................................28
6.9. Transactions with Affiliates.................................28
6.10. Restriction on Amendment of This Agreement...................28
6.11. Indebtedness.................................................28
7. Financial Covenants.....................................................29
7.1. Minimum Tangible Net Worth...................................29
7.2. Fixed Charge Coverage........................................29
7.3. Borrowing Base...............................................29
8. Default.................................................................29
8.1. Events of Default............................................29
(a) Payments..................................................29
(b) Covenants.................................................29
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<PAGE>
(c) Representations, Warranties...............................29
(d) Bankruptcy................................................30
(e) Senior Notes..............................................30
(f) Certain Other Defaults....................................30
(g) Judgments.................................................30
(h) Attachments...............................................30
(i) ERISA.....................................................30
(j) Change in Control.........................................31
(k) Security Interests........................................31
(l) Material Adverse Change...................................31
9. Collateral..............................................................31
9.1. Collateral...................................................31
10. Miscellaneous..........................................................32
10.1. Waiver.......................................................32
10.2. Amendments...................................................32
10.3. Governing Law................................................32
10.4. Participations and Assignments...............................32
10.5. Captions.....................................................32
10.6. Notices......................................................32
10.7. Expenses; Indemnification....................................33
10.8. Survival of Warranties and Certain Agreements................33
10.9. Severability.................................................33
10.10. No Fiduciary Relationship....................................33
10.11. CONSENT TO JURISDICTION AND SERVICE OF PROCESS...............33
10.12. WAIVER OF JURY TRIAL.........................................33
10.13. Counterparts; Effectiveness..................................34
10.14. Use of Defined Terms.........................................34
10.15. Offsets......................................................34
10.16. Entire Agreement.............................................34
10.18. Consolidated Basis...........................................34
- -------------------
EXHIBIT A NOTE
SCHEDULE 1 DISCLOSURE ITEMS
- iv -
<PAGE>
Credit Agreement
This Credit Agreement, dated June 16, 1997 (this "Agreement"), is
entered into by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania
corporation ("CLC") and CORESTATES BANK, N.A., a national banking association
("CoreStates", "CoreStates Bank" or the "Bank").
Preliminary Statement
WHEREAS, CLC proposes to issue $100,000,000 of 10 3/8% Senior Notes due
2005 (the "Senior Notes"), pursuant to the terms of an Indenture, dated on or
about June 16, 1997, by and between CLC and First Union National Bank, as
Trustee thereunder (the "Indenture").
WHEREAS, as a condition to the purchase of the Notes under the
Indenture, CLC is required to have a $20,000,000 revolving credit facility in
effect.
WHEREAS, CLC has requested and CoreStates has agreed to establish such
credit facility, under the terms and conditions hereinafter set forth.
WHEREAS, CLC owns all of the issued and outstanding capital stock of
Chemical Leaman Tank Lines, Inc., a Delaware corporation ("CLTL").
WHEREAS, CLTL currently is party to a Credit Agreement, dated July 31,
1995, as amended (the "CLTL Credit Agreement"), with the Bank pursuant to which
CLTL may borrow up to $12,500,000.
WHEREAS, CLC will cause CLTL to repay all obligations under the CLTL
Credit Agreement, deposit cash collateral with the Bank in the amount of letters
of credit outstanding pursuant to ss.1.1(b) of the CLTL Credit Agreement and the
CLTL Credit Agreement shall be terminated as of June 16, 1997.
NOW, THEREFORE, in consideration of the premises and promises
hereinafter set forth and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Certain Definitions
1.1. Definitions.
"Additional Amount" shall have the meaning set forth in ss.2.8.(e).
"Adjusted Appraised Value" shall mean the aggregate of the Appraised
Values of each item of Revenue Equipment listed on Schedule A to the
Security Agreement as such schedule shall exist at the time of the
determination multiplied by a percentage which shall be (i) 100% for
the first calendar quarter (or portion thereof) that the item of
Revenue Equipment is included in the Collateral and (ii) for each
calendar quarter thereafter, a percentage which is 100% minus 2% times
the number of calendar quarters the item of Revenue Equipment has been
included in the Collateral. For example, an item of Revenue Equipment
added to Collateral on June 16, 1997
Credit Agreement, June 16, 1997 - 1 - Chemical Leaman Corporation
<PAGE>
would be included at 100% until June 30, 1997, and the percentage would
change to 98% on July 1, 1997, 96% on October 1, 1997, 94% on January
1, 1998, and so on.
"Administrative Fee" shall have the meaning set forth in ss.2.5.(a)
"Affiliate" shall mean any Person: (1) which directly or indirectly
controls, or is controlled by, or is under common control with CLC; (2)
which directly or indirectly beneficially owns or holds ten percent
(10%) or more of any class of voting stock of CLC; or (3) ten percent
(10%) or more of whose voting stock of which is directly or indirectly
beneficially owned or held by CLC. The term "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract, or otherwise.
"Agreement" shall mean this Credit Agreement, as amended, supplemented,
modified, replaced, substituted for or restated from time to time and
all exhibits and schedules attached hereto.
"Appraised Value" shall mean that value determined annually on or about
July 1 of each year by an independent appraiser of recognized standing
who shall be selected by CLC with the consent of the Bank (which
consent shall not be unreasonably withheld) as the aggregate of the
fair market values of each item of Revenue Equipment listed on Schedule
A to the Security Agreement as such schedule shall exist at the time of
the annual appraisal. Appraised value shall be adjusted at the time any
item of Revenue Equipment is withdrawn or added to Schedule A to the
Security Agreement during the course of each year with the fair market
value of deletions and additions to be the value of each item of
Revenue Equipment as such is listed on the most recent annual
appraisal. In the event an item of Revenue Equipment to be added to
Schedule A to the Security Agreement is not listed on the most recent
annual appraisal, the fair market value of such addition shall be
determined in good faith by CLC at the time of the addition on a basis
consistent with that employed by the appraiser in connection with the
most recent annual appraisal, provided, however, if the Bank shall
object to the value placed on any such addition the proposed addition
shall have no value for this purpose until (1) a valuation is agreed
upon by the Bank and CLC, or (2) a valuation is completed for such item
at the time of the next annual appraisal.
"Base Rate" shall mean, for any day, the higher of the Federal Funds
Rate plus 1/2 of 1% or the prime commercial lending rate of CoreStates
Bank, N.A., as announced from time to time at its head office,
calculated on the basis of 30 day months and a year of 360 days.
"Borrowing Base" shall mean an amount equal to 80% of the aggregate
Adjusted Appraised Value of all Revenue Equipment.
"Borrowing Base Certificate" shall mean a certificate setting forth
detailed information with respect to the Borrowing Base which shall be
in the form and substance requested by the Bank, as such may be
modified from time to time, and shall be signed by the chief financial
officer, treasurer or controller of CLC.
"Business Day" shall mean any day other than a Saturday, Sunday, or
other day on which commercial banks in Philadelphia are authorized or
required to close under the laws of the Commonwealth of Pennsylvania.
Credit Agreement, June 16, 1997 - 2 - Chemical Leaman Corporation
<PAGE>
"Capitalized Lease" shall mean all lease obligations of any Person for
any property (whether real, personal or mixed) which have been or
should be capitalized on the books of the lessee in accordance with
General Accepted Accounting Principles.
"Capitalized Lease Obligations" with respect to any Person, shall mean
the aggregate amount which, in accordance with GAAP, is required to be
reported as a liability on the balance sheet of such Person at such
time in respect of such Person's interest as lessee under a Capital
Lease.
"Cash Flow Available for Fixed Charges" shall mean with respect to CLC,
for any period, without duplication, the amounts for such period, taken
as a single accounting period, of (i) net income, (ii) non-cash
charges, (iii) interest expense, and (iv) to the extent reducing net
income, income tax expenses, as such items are shown in the
consolidated financial statements of CLC.
"CLTL" shall have the meaning set forth in the Preliminary Statement.
"CLTL Credit Agreement" shall have the meaning set forth in the
Preliminary Statement.
"CLTL Letter of Credit" shall have the meaning set forth in ss.2.1(b).
"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and all rules and regulations with respect thereto in
effect from time to time.
"Collateral" shall have the meaning set forth in ss.9.1.
"Compliance Certificate" shall have the meaning set forth in ss.4.1(b).
"Credit Termination Date" shall have the meaning set forth in ss.2.2.
"Debt" shall mean, as of any date of determination with respect to CLC,
without duplication, (i) all items which in accordance with Generally
Accepted Accounting Principles would be included in determining total
liabilities as shown on the liability side of a balance sheet of CLC as
of the date on which Debt is to be determined, (ii) all indebtedness of
others with respect to which CLC has become liable by way of a
guarantee or endorsement (other than for collection or deposit in the
ordinary course of business), (iii) all contingent liabilities of CLC,
and (iv) lease obligations that, in conformity with GAAP, have been
capitalized on CLC's balance sheet.
"Default Rate" on any Loan shall mean the higher of 2% per annum above
the Base Rate or 2% per annum above the rate of interest otherwise in
effect for such Loan.
"Dollars" shall mean the lawful currency of the United States of
America.
"Environmental Control Statutes" shall mean each and every applicable
federal, state, county or municipal environmental statute, ordinance,
rule, regulation, order, directive or requirement, together with all
successor statutes, ordinances, rules, regulations, orders, directives
or requirements, of any Governmental Authority, including without
limitation laws in any way related to Hazardous Substances.
Credit Agreement, June 16, 1997 - 3 - Chemical Leaman Corporation
<PAGE>
"ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as it may be amended from time to time.
"ERISA Affiliate" shall mean any corporation which is a member of the
same controlled group of corporations as CLC within the meaning of
ss.414(b) of the Code, or any trade or business which is under common
control with CLC within the meaning of ss.414(c) of the Code.
"Event of Default" shall have the meaning set forth in ss.8.1.
"Federal Funds Rate" shall mean, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to
the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal Reserve
Bank of New York on the Business Day next succeeding such day, provided
that if the day for which such rate is to be determined is not a
Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on
the next succeeding Business Day.
"Fiscal Quarter" shall mean a fiscal quarter of CLC, which shall be any
quarterly period ending on March 31, June 30, September 30 or December
31 of any year.
"Fiscal Year" shall mean a fiscal year of CLC, which shall end on the
last day of December.
"Fixed Charges" shall mean with respect to CLC, for any period, without
duplication, the amounts for such period of (i) interest expense, (ii)
the aggregate amount of cash dividends paid during such accounting
period in respect of preferred stock, (iii) 25% of the aggregate
outstanding balance of the Loans and Letters of Credit, and (iv) all
other debt obligations due within the next 365 days. Fixed Charges
shall be determined for CLC and its Subsidiaries on a consolidated
basis.
"Generally Accepted Accounting Principles" or "GAAP" shall mean
generally accepted accounting principles as in effect from time to time
in the United States, consistently applied.
"Governmental Authority" shall mean the federal, state, county or
municipal government, or any department, agency, bureau or other
similar type body obtaining authority therefrom or created pursuant to
any laws, including without limitation Environmental Control Statutes.
"Hazardous Substances" shall mean without limitation, any regulated
substance, toxic substance, hazardous substance, hazardous waste,
pollution, pollutant or contaminant, as defined or referred to in the
Resource Conservation and Recovery Act, as amended, 15 U.S.C., ss.2601
et seq.; the Comprehensive Environmental Response, Compensation and
Liability Act, 33 U.S.C. ss.1251 et seq.; the federal underground
storage tank law, Subtitle I of the Resource Conservation and Recovery
Act, as amended, P.L. 98-616, 42 U.S.C. ss.6901 et seq.; together with
any amendments thereto, regulations promulgated thereunder and all
substitutions thereof, as well as words of similar purport or meaning
referred to in any other federal, state, county or municipal
environmental statute, ordinance, rule or regulation.
"Indebtedness for Borrowed Money" shall mean (i) all indebtedness,
liabilities, and obligations, now existing or hereafter arising, for
money borrowed by CLC or any Subsidiary, whether or not
Credit Agreement, June 16, 1997 - 4 - Chemical Leaman Corporation
<PAGE>
evidenced by any note, indenture, or agreement (including, without
limitation, the Note and any indebtedness for money borrowed from an
Affiliate) and (ii) all indebtedness of others for money borrowed
(including indebtedness of an Affiliate) with respect to which CLC or
any Subsidiary has become liable by way of a guarantee or indemnity.
"Indenture" shall have the meaning set forth in the Preliminary
Statement.
"Interest Period" shall mean with respect to any LIBO Rate Loan, each
period commencing on the date any such Loan is made, or, with respect
to a Loan being renewed, the last day of the next preceding Interest
Period with respect to a Loan, and ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on
the last day of the calendar month) in the first, third or sixth
calendar month thereafter as selected under the procedures specified in
ss.2.3, if the Bank is then offering LIBO Rate Loans for such period;
provided that each LIBO Rate Loan Interest Period which would otherwise
end on a day which is not a Business Day (or, for purposes of Loans to
be repaid on a London Business Day, such day is not a London Business
Day) shall end on the next succeeding Business Day (or London Business
Day, as appropriate) unless such next succeeding Business Day (or
London Business Day, as appropriate) falls in the next succeeding
calendar month, in which case the Interest Period shall end on the next
preceding Business Day (or London Business Day, as appropriate). In the
case of any Interest Period in excess of three months, CLC shall pay
interest on the ninetieth (90th) day of the Interest Period and on the
last day of the Interest Period.
"Investment" in any Person shall mean (a) the acquisition (whether for
cash, property, services or securities or otherwise) of capital stock,
bonds, notes, debentures, partnership or other ownership interests or
other securities of such Person; (b) any deposit with, or advance, loan
or other extension of credit to, such Person (other than any such
deposit, advance, loan or extension of credit having a term not
exceeding 90 days in the case of unaffiliated Persons and 120 days in
the case of Affiliates representing the purchase price of inventory or
supplies purchased in the ordinary course of business) or guarantee or
assumption of, or other contingent obligation with respect to,
Indebtedness for Borrowed Money or other liability of such Person; and
(c) (without duplication of the amounts included in (a) and (b)) any
amount that may, pursuant to the terms of such investment, be required
to be paid, deposited, advanced, lent or extended to or guaranteed or
assumed on behalf of such Person.
"Letters of Credit" shall have the meaning set forth in ss.2.1(b).
"LIBO Rate" shall mean, for the applicable Interest Period, (i) the
rate, rounded upwards to the next one-sixteenth of one percent,
determined by the Bank three London Business Days prior to the date of
the corresponding LIBO Rate Loan, at which the Bank is offered deposits
in dollars at approximately 11:00 A.M., London time by leading banks in
the interbank eurodollar or eurocurrency market for delivery on the
date of such Loan in an amount and for a period comparable to the
amount and Interest Period of such Loan and in like funds, divided by
(ii) a number equal to one (1.0) minus the LIBO Rate Reserve
Percentage. The LIBO Rate shall be adjusted automatically with respect
to any LIBO Rate Loan outstanding on the effective date of any change
in the LIBO Rate Reserve Percentage, as of such effective date. LIBO
Rate shall be calculated on the basis of the number of days elapsed in
a year of 360 days.
Credit Agreement, June 16, 1997 - 5 - Chemical Leaman Corporation
<PAGE>
"LIBO Rate Loans" shall mean Loans accruing interest based on the LIBO
Rate.
"LIBO Rate Reserve Percentage" shall mean, for any LIBO Rate Loan for
any Interest Period therefor, the daily average of the stated maximum
rate (expressed as a decimal) at which reserves (including any
marginal, supplemental, or emergency reserves) are required to be
maintained during such Interest Period under Regulation D by the Bank
against "Eurocurrency liabilities" (as such term is used in Regulation
D) but without benefit of credit proration, exemptions, or offsets that
might otherwise be available to the Bank from time to time under
Regulation D. Without limiting the effect of the foregoing, the LIBO
Rate Reserve Percentage shall reflect any other reserves required to be
maintained by the Bank against (1) any category of liabilities which
includes deposits by reference to which the rate for LIBO Rate Loans is
to be determined; or (2) any category of extension of credit or other
assets which include LIBO Rate Loans.
"Lien" shall mean any lien, mortgage, security interest, chattel
mortgage, pledge or other encumbrance (statutory or otherwise) of any
kind securing satisfaction of an Obligation, including any agreement to
give any of the foregoing, any conditional sales or other title
retention agreement, any lease in the nature thereof, and the filing of
or the agreement to give any financing statement under the Uniform
Commercial Code of any jurisdiction or similar evidence of any
encumbrance, whether within or outside the United States.
"Loan" or "Loans" shall mean the meanings set forth in ss.2.1.
"Loan Commitment" shall have the meaning set forth in ss.2.1.
"Loan Documents" shall mean this Agreement, the Note, the Security
Agreement and all other documents directly related or incidental to
said documents, the Loans or the Collateral.
"London Business Day" shall mean any Business Day on which banks in
London, England are open for business.
"Material Adverse Change" shall mean any event or condition which, in
the good faith determination of the Bank, could result in a material
adverse change in the financial condition, assets, operations or
prospects of CLC or any Subsidiary, or which gives reasonable grounds
to conclude that CLC may not or will not be able to perform or observe
(in the normal course) its obligations under the Loan Documents to
which it is a party, including but not limited to the Note.
"Material Adverse Effect" shall mean any event or condition which, in
the good faith determination of the Bank, could have a material adverse
effect on (i) the financial condition, assets, operations or prospects
of CLC or any Subsidiary, (ii) the ability of CLC to perform its
obligations under the Loan Documents to which it is a party, including
but not limited to the Note, or (iii) the legality, validity or
enforceability of this Agreement or the Note or the rights and remedies
of the holder(s) of the Loans.
"Multiemployer Plan" shall mean a multiemployer plan as defined in
ERISA ss.4001(a)(3), which covers employees of CLC or any ERISA
Affiliate.
"Note" shall have the meaning set forth in ss.2.2.
Credit Agreement, June 16, 1997 - 6 - Chemical Leaman Corporation
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"Obligations" shall mean all now existing or hereafter arising debts,
obligations, covenants, and duties of payment or performance of every
kind, matured or unmatured, direct or contingent, owing, arising, due,
or payable to the Bank by or from CLC arising out of this Agreement or
any other Loan Document, including, without limitation, all obligations
to repay principal of and interest on the Loans, and to pay interest,
fees, costs, charges, expenses, professional fees, and all sums
chargeable to CLC or for which CLC is liable as indemnitor under the
Loan Documents, whether or not evidenced by any note or other
instrument.
"PBGC" shall mean the Pension Benefit Guaranty Corporation and any
successor thereto.
"Pension Plan" shall mean, at any time, any Plan (including a
Multiemployer Plan), the funding requirements of which (under ERISA
ss.302 or Code ss.412) are, or at any time within the six years
immediately preceding the time in question, were in whole or in part,
the responsibility of CLC or any ERISA Affiliate.
"Permitted Liens" shall mean (a) any Liens for current taxes,
assessments and other governmental charges not yet due and payable or
being contested in good faith by CLC by appropriate proceedings and for
which adequate reserves have been established by CLC as reflected in
CLC's financial statements; (b) any mechanic's, materialman's,
carrier's, warehousemen's or similar Liens for sums not yet due or
being contested in good faith by CLC by appropriate proceedings and for
which adequate reserves have been established by CLC as reflected in
CLC's financial statements; (c) easements, rights-of-way, restrictions
and other similar encumbrances on the real property or fixtures of CLC
incurred in the ordinary course of business which individually or in
the aggregate are not substantial in amount and which do not in any
case materially detract from the value or marketability of the property
subject thereto or interfere with the ordinary conduct of the business
of CLC; (d) Liens (other than Liens imposed on any property of CLC
pursuant to ERISA or ss.412 of the Code) incurred or deposits made in
the ordinary course of business, including Liens in connection with
workers' compensation, unemployment insurance and other types of social
security and Liens to secure performance of tenders, statutory
obligations, surety and appeal bonds (in the case of appeal bonds such
Liens shall not secure any reimbursement or indemnity obligation in an
amount greater than $250,000), bids, leases that are not Capitalized
Leases, performance bonds (in the case of performance bonds such Liens
shall not secure any reimbursement or indemnity obligation in an amount
greater than $10,000,000 in the aggregate), sales contracts and other
similar obligations, in each case, not incurred in connection with the
obtaining of credit or the payment of a deferred purchase price, and
which do not, in the aggregate, result in a Material Adverse Effect;
(e) Liens, if any, existing on the date hereof and listed in Schedule 1
hereto; (f) Liens on specific assets, if any, whether existing on the
date hereof or hereafter created, with respect to Indebtedness for
Borrowed Money of a type similar to that contemplated herein provided
that no such Lien shall be a Lien on any of the Collateral; (g) Liens
related to any capital lease obligations and/or purchase money security
interests limited to assets so purchased, the aggregate unpaid balance
of which shall not exceed $10,000,000 at any time.
"Person" shall mean any individual, corporation, partnership, joint
venture, association, company, business trust or entity, or other
entity of whatever nature.
"Plan" shall mean an employee benefit plan as defined in ss.3(3) of
ERISA, other than a Multiemployer Plan, whether formal or informal and
whether legally binding or not.
Credit Agreement, June 16, 1997 - 7 - Chemical Leaman Corporation
<PAGE>
"Potential Default" shall mean an event, condition or circumstance that
with the giving of notice or lapse of time or both would become an
Event of Default.
"Prohibited Transaction" shall mean a transaction that is prohibited
under Code ss.4975 or ERISA ss.406 and not exempt under Code ss.4975 or
ERISA ss.408.
"Regulation" shall mean any statute, law, ordinance, regulation, order
or rule of any United States or foreign, federal, state, local or other
government or governmental body, including, without limitation, those
covering or related to banking, financial transactions, securities,
public utilities, environmental control, energy, safety, health,
transportation, bribery, record keeping, zoning, antidiscrimination,
antitrust, wages and hours, employee benefits, and price and wage
control matters.
"Regulation D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System, as it may be amended from time to time.
"Regulatory Change" shall mean any change after the date of this
Agreement in any Regulation (including Regulation D) or the adoption or
making after such date of any interpretations, directives or requests
of or under any Regulation (whether or not having the force of law) by
any court or governmental or monetary authority charged with the
interpretation or administration thereof applying to a class of banks
but excluding any foreign office of the Bank.
"Release" shall mean without limitation, the presence, leaking,
leaching, pouring, emptying, discharging, spilling, using, generating,
manufacturing, refining, transporting, treating, or storing of
Hazardous Substances at, into, onto, from or about the property or the
threat thereof, regardless of whether the result of an intentional or
unintentional action or omission, and which is in violation of any
applicable law, including Environmental Control Statutes.
"Reportable Event" shall mean, with respect to a Pension Plan: (a) any
of the events set forth in ERISA Sections 4043(b) (other than a
reportable event as to which the provision of 30 days' notice to the
PBGC is waived under applicable regulations) or 4063(a) or the
regulations thereunder, (b) an event requiring CLC or any ERISA
Affiliate to provide security to a Pension Plan under Code
ss.401(a)(29) and (c) any failure by CLC or any ERISA Affiliate to make
payments required by Code ss.412(m).
"Revenue Equipment" shall mean all CLC's trucks, tractors, trailers and
similar equipment owned by CLC and used by it or a Subsidiary in the
normal course of its business and described in Schedule A to the
Security Agreement to be executed and delivered by CLC in favor of the
Bank on or before the date of the first advance as provided in
ss.4.2(f) hereof, as such Schedule A shall have been or be amended or
supplemented from time to time.
"Security Agreement" shall mean a security agreement in form and
substance acceptable to the Bank, which shall be executed and delivered
to the Bank on or before the first advance as set forth in ss.4.2(f)
hereof.
"Senior Notes" shall have the meaning set forth in the Preliminary
Statement.
Credit Agreement, June 16, 1997 - 8 - Chemical Leaman Corporation
<PAGE>
"Solvent" shall mean, with respect to any Person, that the aggregate
present fair saleable value of such Person's assets is in excess of the
total amount of its probable liabilities on its existing debts as they
become absolute and matured, such Person has not incurred debts beyond
its foreseeable ability to pay such debts as they mature, and such
Person has capital adequate to conduct the business it is presently
engaged in or is about to engage in.
"Subsidiary" shall mean a corporation or other entity the shares of
stock or other equity interests of which having ordinary voting power
(other than stock or other equity interests having such power only by
reason of the happening of a contingency) to elect a majority of the
board of directors or other managers of such corporation are at the
time owned, or the management of which is otherwise controlled,
directly or indirectly through one or more intermediaries or both, by
CLC.
"Tangible Assets" shall mean total assets, excluding patents,
copyrights, capitalized research and development costs, goodwill,
operating rights and other intangible assets on a consolidated basis.
"Tangible Net Worth" shall mean Tangible Assets less total liabilities
shown on the balance sheet.
"Taxes" shall have the meaning set forth in ss.2.8.(d).
"Termination Event" shall mean, with respect to a Pension Plan: (a) a
Reportable Event, (b) the termination of a Pension Plan, or the filing
of a notice of intent to terminate a Pension Plan, or the treatment of
a Pension Plan amendment as a termination under ERISA ss.4041(c), (c)
the institution of proceedings to terminate a Pension Plan under ERISA
ss.4042 or (d) the appointment of a trustee to administer any Pension
Plan under ERISA ss.4042.
"Unfunded Pension Liabilities" shall mean, with respect to any Pension
Plan at any time, the amount, if any, determined by taking the
accumulated benefit obligation, as disclosed in accordance with
Statement of Accounting Standards No. 87, and deducting the fair market
value of Pension Plan assets.
"Unrecognized Retiree Welfare Liability" shall mean, with respect to
any Plan that provides post-retirement benefits other than pension
benefits, the amount of the accumulated post-retirement benefit
obligation, as determined in accordance with Statement of Financial
Accounting Standards No. 106, as of the most recent valuation date.
Prior to the date such statement is applicable to any CLC, such amount
of the obligation shall be based on an estimate made in good faith.
1.2. Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with Generally Accepted Accounting
Principles consistent with those applied in the preparation of the financial
statements referred to in ss.3.5, and all financial data submitted pursuant to
this Agreement shall be prepared in accordance with such principles.
Credit Agreement, June 16, 1997 - 9 - Chemical Leaman Corporation
<PAGE>
2. The Credit
2.1. Credit Facilities.
(a) The Loans. Subject to the terms and conditions herein set forth,
CoreStates Bank agrees to make loans (herein called individually a "Loan" and
collectively, the "Loans") to CLC upon receipt of loan requests therefor. Each
Loan made shall be in a minimum principal amount of two hundred and fifty
thousand dollars ($250,000). All Loans together and the aggregate amount of all
Letters of Credit outstanding shall not exceed an aggregate principal amount
outstanding at any time of TWENTY MILLION DOLLARS ($20,000,000). from the date
hereof through the Credit Termination Date (such amount, as the same may be
reduced pursuant to ss.2.6 or ss.2.11 hereof being hereinafter called the "Loan
Commit ment"). The maturity date of the Note, as provided in ss.2.2 below, shall
be June 15, 2000, if not sooner accelerated; provided, however, no later than
April 15, 1998 and April 15, 1999, respectively, CLC may request that CoreStates
extend the maturity date for one additional year. If CoreStates, in its sole
discretion, is willing to extend the maturity date as requested, it will so
advise CLC in writing not later than June 15, 1998 and June 15, 1999,
respectively, that the maturity date is extended. All Loans shall be made to CLC
at the main office of the Bank, Broad and Chestnut Streets, Philadelphia,
Pennsylvania 19101.
Notwithstanding the foregoing, CLC shall not be entitled to any Loan
if, after giving effect to such Loan, the aggregate unpaid amount of the Loan,
when added to the aggregate amount of Letters of Credit outstanding as provided
below, would exceed the Loan Commitment. Further, CLC shall not be entitled to
any Loan if, after giving effect to such Loan, the unpaid amount of the Loan
when added to the aggregate amount of Letters of Credit outstanding would exceed
CLC's current Borrowing Base, as stated in the most recent Borrowing Base
Certificate furnished to the Bank as provided herein. Within the limits of the
Loan Commitment and the Borrowing Base, CLC may borrow, prepay and reborrow.
(b) Letters of Credit. The Bank, under the terms and subject to the
conditions of this Agreement, agrees to provide standby letters of credit at the
request and for the account of CLC (including for the use by a Subsidiary), from
time to time prior to the Credit Termination Date, as requested by CLC, provided
that:
(i) the aggregate amount of Letters of Credit outstanding at
any one time shall not exceed $8,500,000, at any time hereafter, or such lesser
amount, if any, as will, when added to the amount of the Loans then outstanding,
aggregate $20,000,000 (or such lesser amount as CLC is entitled to borrow
hereunder at such time by reason of the limitation of the Borrowing Base or
otherwise);
(ii) no Letter of Credit shall be issued after the Credit
Termination Date and no Letter of Credit shall be for a term longer than one
year; and
(iii) no Letter of Credit shall be issued for general
business purposes.
As used in this Agreement, "Letter of Credit" shall mean only those
standby letters of credit issued pursuant to a completed application on the form
of letter of credit application required by the Bank at the time of the request
for each Letter of Credit.
Letters of Credit (as defined in the CLTL Credit Agreement) issued for
the account of CLTL under the CLTL Credit Agreement (which are guaranteed by
CLC) ("CLTL Letters of Credit") shall be deemed
Credit Agreement, June 16, 1997 - 10 - Chemical Leaman Corporation
<PAGE>
Letters of Credit for purposes of this Agreement for so long as they shall
continue in effect. Simultaneously with the execution and delivery of this
Agreement, CLC shall deposit cash collateral with the Bank in the amount of CLTL
Letters of Credit outstanding. At such time as the excess of the Borrowing Base
over the aggregate of the outstanding Loans and Letters of Credit issued
pursuant to this agreement is equal to or greater than the amount of the CLTL
Letters of Credit outstanding, the Bank shall return said cash collateral to, or
at the direction of, CLC and the CLTL Letters of Credit shall thereafter be
deemed to be issued pursuant to this Agreement.
CLC shall request a Letter of Credit by delivering a completed
letter of credit application to the Bank not less than one Business Day prior to
the date specified by CLC as the date the Letter of Credit is to be issued.
Letters of Credit shall not bear interest until drawn upon but shall
each be subject to an annual charge, payable quarterly in arrears from the date
of issuance, equal to one and eight-tenths percent (1.8%) of the amount of the
Letter of Credit.
Within the foregoing limit, CLC may request issuance of Letters of
Credit, pay them upon a drawing thereunder and request new issuances. Any
obligation of CLC to pay money in connection with any Letter of Credit shall be
secured as if made as a Loan hereunder. In the event CLC shall terminate the
Loan Commitment as provided in ss.2.6 and shall pay the outstanding principal
amount of the Loans in full and with interest or the Credit Termination Date
shall occur at a time when one or more Letters of Credit remain outstanding,
then CLC shall furnish to the Bank within three Business Days such amount of
cash, to be held as cash collateral and invested in certificates of deposit of
the Bank, as will pay the maximum amount which may be drawn by beneficiaries of
Letters of Credit outstanding at the date of such termination or Credit
Termination Date, as applicable.
2.2. The Note. The Loans made by the Bank shall be evidenced by a
single promissory note of CLC (such promissory note as it may be amended,
extended, modified, restated, replaced, substituted for or renewed, the "Note")
in principal face amount equal to TWENTY MILLION DOLLARS ($20,000,000) payable
to the order of the Bank and otherwise in the form attached hereto as Exhibit A.
The Note shall be dated June 16, 1997, shall bear interest at the rate per annum
and be payable as to principal and interest in accordance with the terms hereof.
The Note shall mature on the earliest to occur of (i) the date the maturity of
the Note is accelerated as provided in ss.8.1 hereof, or (ii) June 15, 2000,
subject to any extensions which may be made as provided for in ss.2.1(a) hereof
(this date to be deemed the "Credit Termination Date"). Upon maturity, the Loan
evidenced by the Note shall be due and payable. The Bank shall maintain records
of all Loans evidenced by the Note and of all payments thereon, which records
shall be conclusive absent manifest error.
2.3. Funding Procedures.
(a) Requests for Advance. Each request for a Loan or the conversion
or renewal of an interest rate with respect to a Loan shall be made not later
than 11:00 a.m. on a Business Day by delivery to the Bank of a written request
signed by CLC or in the alternative a telephone request followed promptly by
written confirmation of the request, specifying the date and amount of the Loan
to be made, converted or renewed, selecting the interest rate option applicable
thereto, and in the case of a LIBO Rate Loan, specifying the Interest Period
applicable to such Loan. Each request shall be received not less than one
Business Day prior to the date of the proposed borrowing, conversion or renewal
in the case of Base Rate Loans and three
Credit Agreement, June 16, 1997 - 11 - Chemical Leaman Corporation
<PAGE>
London Business Days prior to the date of the proposed borrowing, conversion or
renewal in the case of LIBO Rate Loans. No request shall be effective until
actually received in writing by the Bank.
(b) Irrevocability. Upon receipt of a request for a Loan by the
Bank, the request shall not be revocable by CLC.
(c) Availability of Funds. Unless the Bank knows that any applicable
condition specified herein has not been satisfied, it will make funds
immediately available to CLC on the date of each Loan by a credit to the account
of CLC at the Bank's address set forth opposite its name on the signature page
hereof or to such other destination and in such other form as CLC may request,
in writing.
(d) Funding of Net Amount. If the Bank makes a Loan on a day on
which all or any part of an outstanding Loan from the Bank is to be repaid, the
Bank shall apply the proceeds of its new Loan to make such repayment and only an
amount equal to the difference (if any) between the amount being borrowed and
the amount being repaid shall be made available by the Bank to CLC as provided
in clause (c).
2.4. Interest. The following interest rates may be applicable to
any Loan or Loans, as requested by CLC from time to time.
(a) Base Rate. Each Base Rate Loan shall bear interest on the
principal amount thereof from the date made until such Loan is paid in full or
converted, at a rate per annum equal to the Base Rate plus one half of one
percent (1/2%).
(b) LIBO Rate. Each LIBO Rate Loan shall bear interest on the
principal amount thereof from the date made until such Loan is paid in full,
renewed, or converted, at a rate per annum equal to the LIBO Rate plus 180 basis
points. After receipt of a request for a LIBO Rate Loan, the Bank shall proceed
to determine the LIBO Rate to be applicable thereto. The Bank shall give prompt
notice by telephone or facsimile to CLC of the LIBO Rate thus determined in
respect of each LIBO Rate Loan or any change therein. Not more than ten (10)
LIBO Rate Loans shall be in existence at any one time in any combination of LIBO
Rates applicable to the Loans.
(c) Renewals and Conversions of Loans. On the last day of each
Interest Period, the LIBO Rate Loan then maturing shall automatically be renewed
for a new Interest Period of like duration, unless CLC shall have given the Bank
notice of a permitted conversion or renewal for an Interest Period of different
duration as provided in ss.2.3 hereof, or an Event of Default, or Potential
Default exists or would thereby occur. If no Event of Default or Potential
Default exists or would thereby occur, CLC shall have the right to convert Base
Rate Loans into LIBO Rate Loans, to convert LIBO Rate Loans into Base Rate
Loans, and to renew LIBO Rate Loans for Interest Periods of different duration,
from time to time, provided that it shall give the Bank notice of each permitted
conversion or renewal as provided in ss.2.3 hereof, and LIBO Rate Loans may be
converted or renewed for different Interest Periods only as of the last day of
the applicable Interest Period for such Loans. The Bank shall use its best
efforts to notify CLC of the effectiveness of such conversion or renewal
(automatic or not automatic), and the new interest rate to which the converted
or renewed Loan is subject, as soon as practicable after the conversion or
renewal; provided, however, that any failure to give such notice shall not
affect CLC's obligations or the Bank's rights and remedies hereunder in any way
whatsoever. In the event a LIBO Rate Loan is not automatically renewed as
provided herein and CLC shall not have selected an alternative Interest Period
for any LIBO Rate Loan maturing as provided
Credit Agreement, June 16, 1997 - 12 - Chemical Leaman Corporation
<PAGE>
herein, such Loan shall be automatically converted into a Base Rate Loan on the
last day of the Interest Period for such Loan.
(d) Automatic Reinstatement. The liability of CLC under this ss.2.4
shall continue to be effective or be automatically reinstated, as the case may
be, if at any time payment, in whole or in part, of any of the payments to the
Bank is rescinded or must otherwise be restored or returned upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of CLC or any other
Person, or upon or as a result of the appointment of a custodian, receiver,
trustee or other officer with similar powers with respect to CLC or any other
Person or any substantial part of its property, or otherwise, all as though such
payment had not been made.
2.5. Fees.
(a) Administrative Fee. CLC agrees to pay to the Bank a one-time
fee (the "Administrative Fee") in an amount equal to $100,000, which fee is
payable on the date hereof.
(b) Unused Commitment Fee. CLC agrees to pay the Bank as
compensation for its Loan Commitment, a fee ("Commitment Fee") computed at the
rate of three-eighths of one percent (3/8%) per annum on the average daily
amount of the unused portion of the Loan Commitment accrued from and after the
date hereof. The unused portion of the Loan Commitment shall mean the Loan
Commitment less the principal amount of the outstanding Loan and Letters of
Credit issued hereunder. The Commitment Fee shall be calculated and be payable
quarterly in arrears and on the Credit Termination Date. The Commitment Fee
shall be calculated on the basis of a 365-day year for the actual number of days
elapsed.
2.6. Reduction or Termination of Commitment.
(a) Voluntary. CLC may at any time, on not less than one Business
Day's written notice, terminate or permanently reduce the Loan Commitment,
provided that any reduction shall be in the amount of $250,000 or a multiple
thereof and that no such reduction shall cause the principal amount of Loans
outstanding to exceed the Loan Commitment as reduced.
(b) Loan Commitment Termination. In the event the Loan Commitment is
terminated, the Credit Termination Date shall accelerate to such date of
termination and CLC shall, simultaneously with such termination, repay the Base
Rate Loans and LIBO Rate Loans in accordance with ss.2.8.
2.7. Voluntary Prepayments.
(a) Base Rate Loans. On one Business Day's notice to the Bank, CLC
may, at its option, prepay any Base Rate Loan in whole at any time or in part
from time to time, provided that each partial prepayment shall be in the
principal amount of $250,000 or, if greater, then in multiples thereof and, if
less than $250,000 shall be outstanding, in principal amount equal to the amount
remaining outstanding.
(b) LIBO Rate Loans. On one Business Day's notice to the Bank, CLC
may, at its option prepay any LIBO Rate Loan provided that if it shall prepay a
LIBO Rate Loan prior to the last day of the applicable Interest Period, or shall
fail to borrow any LIBO Rate Loan on the date such Loan is to be made, it shall
pay to the Bank, in addition to the principal and interest then to be paid in
the case of a prepayment
Credit Agreement, June 16, 1997 - 13 - Chemical Leaman Corporation
<PAGE>
on such date of prepayment, the Additional Amount (as defined in ss.2.8(e)
below) incurred or sustained by the Bank as a result of such prepayment or
failure to borrow.
2.8. Payments.
(a) Base Rate Loans. Accrued interest on all Base Rate Loans shall
be due and payable on the first Business Day of each calendar month and upon the
Credit Termination Date.
(b) LIBO Rate Loans. Accrued interest on LIBO Loans with Interest
Periods of one or three months shall be due and payable on the last day of such
Interest Period. Accrued interest on LIBO Loans with an Interest Period of six
months shall be due and payable on the ninetieth (90th) day of such Interest
Period and on the last day of such Interest Period.
(c) Form of Payments, Application of Payments, Payment
Administration, Etc. Provided that no Event of Default or Potential Default then
exists, all payments and prepayments shall be applied to the Loans in such order
and to such extent as shall be specified by CLC, by written notice to the Bank
at the time of such payment or prepayment. Except as otherwise provided herein,
all payments of principal, interest, fees, or other amounts payable by CLC
hereunder shall be remitted to the Bank at the address set forth opposite its
name on the signature page hereof or at such office or account as the Bank shall
specify to CLC, in immediately available funds not later than 2:00 p.m. on the
day when due. Whenever any payment is stated as due on a day which is not a
Business Day, the maturity of such payment shall, except as otherwise provided
in the definition of "Interest Period," be extended to the next succeeding
Business Day and interest shall continue to accrue during such extension. CLC
authorizes the Bank to deduct from any account of CLC maintained at the Bank or
over which the Bank has control any amount payable under this Agreement, the
Notes or any other Loan Document. The Bank's failure to deliver any bill,
statement or invoice with respect to amounts due under this Section or under any
Loan Document shall not affect CLC's obligation to pay any installment of
principal, interest or any other amount under this Agreement when due and
payable.
(d) Net Payments. All payments made to the Bank by CLC hereunder,
under the Note or under any other Loan Document will be made without set off,
counterclaim or other defense. All such payments will be made free and clear of,
and without deduction or withholding for, any present or future taxes, levies,
imposts, duties, fees, assessments or other charges of whatever nature now or
hereafter imposed by any jurisdiction or any political subdivision or taxing
authority thereof or therein (but excluding, except as provided below, any tax
imposed on or measured by the gross or net income of the Bank (including all
interest, penalties or similar liabilities related thereto) pursuant to the laws
of the United States of America or any political subdivision thereof, or taxing
authority of the United States of America or any political subdivision thereof,
in which the principal office or applicable lending office of the Bank is
located), and all interest, penalties or similar liabilities with respect
thereto (collectively, together with any amounts payable pursuant to the next
sentence, "Taxes"). CLC shall also reimburse the Bank, upon the written request
of the Bank, for Taxes imposed on or measured by the gross or net income of the
Bank pursuant to the laws of the United States of America (or any State or
political subdivision thereof), or the jurisdiction (or any political
subdivision or taxing authority thereof) in which the principal office or
applicable lending office of the Bank is located as the Bank shall determine are
payable by the Bank due to the amount of Taxes paid to or on behalf of the Bank
pursuant to this or the preceding sentence. If any Taxes are so levied or
imposed, CLC agrees to pay the full amount of such Taxes, and such additional
amounts as may be necessary so that every payment of all amounts due hereunder,
under the Note or under any other Loan Document, after
Credit Agreement, June 16, 1997 - 14 - Chemical Leaman Corporation
<PAGE>
withholding or deduction for or on account of any Taxes, will not be less than
the amount provided for herein or in the Note. CLC will furnish to the Bank upon
request certified copies of tax receipts evidencing such payment by CLC. CLC
will indemnify and hold harmless the Bank, and reimburse the Bank upon its
written request, for the amount of any Taxes so levied or imposed and paid or
withheld by the Bank.
(e) Prepayment of LIBO Rate Loans. If any principal of a LIBO Rate
Loan shall be repaid (whether upon prepayment, reduction of the Loan Commitment
after acceleration or for any other reason) or converted to a Base Rate Loan
prior to the last day of the Interest Period applicable to such LIBO Rate Loan
or if CLC fails for any reason to borrow a LIBO Rate Loan after giving
irrevocable notice pursuant to ss.2.3, CLC shall pay to the Bank, in addition to
the principal and interest then to be paid, such additional amounts as may be
necessary to compensate the Bank for all direct and indirect costs and losses
(including losses resulting from redeployment of prepaid or unborrowed funds at
rates lower than the cost of such funds to the Bank, and including lost profits
incurred or sustained by the Bank) as a result of such repayment or failure to
borrow (the "Additional Amount"). The Additional Amount (which the Bank shall
take reasonable measures to minimize) shall be specified in a written notice or
certificate delivered to CLC by the Bank. Such notice or certificate shall
contain a calculation in reasonable detail of the Additional Amount to be
compensated and shall be conclusive as to the facts and the amounts stated
therein, absent manifest error.
(f) Demand Deposit Account. CLC shall maintain at least one demand
deposit account with the Bank for purposes of this Agreement. CLC authorizes the
Bank (but the Bank shall not be obligated) to deposit into said account all
amounts to be advanced to CLC hereunder. Further, CLC authorizes the Bank (but
the Bank shall not be obligated) to deduct from said account, or any other
account maintained by CLC at the Bank, any amount payable hereunder on or after
the date upon which it is due and payable. Such authorization shall include but
not be limited to amounts payable with respect to principal, interest, fees and
expenses.
2.9. Changes in Circumstances; Yield Protection.
(a) If any Regulatory Change or compliance by the Bank with any request
made after the date of this Agreement by the Board of Governors of the Federal
Reserve System or by any Federal Reserve Bank or other central bank or fiscal,
monetary or similar authority (in each case whether or not having the force of
law) shall:
(i) impose, modify or make applicable any reserve, special
deposit, Federal Deposit Insurance Corporation premium or similar
requirement or imposition against assets held by, or deposits in or for
the account of, or loans made by, or any other acquisition of funds for
loans or advances by, the Bank;
(ii) impose on the Bank any other condition regarding the
Note;
(iii) subject the Bank to, or cause the withdrawal or
termination of any previously granted exemption with respect to, any
tax (including any withholding tax but not including any income tax not
currently causing the Bank to be subject to withholding) or any other
levy, impost, duty, charge, fee or deduction on or from any payments
due from CLC; or
Credit Agreement, June 16, 1997 - 15 - Chemical Leaman Corporation
(iv) change the basis of taxation of payments from CLC to the
Bank (other than by reason of a change in the method of taxation of the
Bank's net income);
and the result of any of the foregoing events is to increase the cost to the
Bank of making or maintaining any Loan or to reduce the amount of principal,
interest or fees to be received by the Bank hereunder in respect of any Loan,
the Bank will immediately so notify CLC. If the Bank determines in good faith
that the effects of the change resulting in such increased cost or reduced
amount cannot reasonably be avoided or the cost thereof mitigated, then upon
notice by the Bank to CLC, CLC shall pay to the Bank on each interest payment
date of the Loan, such additional amount as shall be necessary to compensate the
Bank for such increased cost or reduced amount.
(b) If the Bank shall determine that any Regulation regarding capital
adequacy or the adoption of any Regulation regarding capital adequacy, which
Regulation is applicable to banks (or their holding companies) generally and not
CoreStates Bank (or its holding company) specifically, or any change therein, or
any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Bank (or its holding company) with
any such request or directive regarding capital adequacy (whether or not having
the force of law) of any such authority, central bank or comparable agency, has
the effect of reducing the rate of return on the Bank's capital as a consequence
of its obligations hereunder to a level below that which the Bank could have
achieved but for such adoption, change or compliance (taking into consideration
the Bank's policies with respect to capital adequacy) by an amount deemed by the
Bank to be material, CLC shall promptly pay to the Bank, upon the demand of the
Bank, such additional amount or amounts as will compensate the Bank for such
reduction.
(c) If the Bank shall determine (which determination shall be, in the
absence of fraud or manifest error, conclusive and binding upon all parties
hereto) that by reason of abnormal circumstances affecting the interbank
eurodollar or applicable eurocurrency market, adequate and reasonable means do
not exist for ascertaining the LIBO Rate to be applicable to the requested LIBO
Rate Loan or that eurodollar or eurocurrency funds in amounts sufficient to fund
all the LIBO Rate Loans are not obtainable on reasonable terms, the Bank shall
give notice of such inability or determination by telephone and thereupon the
obligations of the Bank to make, convert other Loans to, or renew such LIBO Rate
Loan shall be excused, subject, however, to the right of CLC at any time
thereafter to submit another request.
(d) Determination by the Bank for purposes of this Section 2.9 of the
effect of any Regulatory Change or other change or circumstance referred to
above on its costs of making or maintaining Loans or on amounts receivable by it
in respect of the Loans and of the additional amounts required to compensate the
Bank in respect of any additional costs, shall be made in good faith and shall
be evidenced by a certificate, signed by an officer of the Bank and delivered to
CLC, as to the fact and amount of the increased cost incurred by or the reduced
amount accruing to the Bank owing to such event or events. Such certificate
shall be prepared in reasonable detail and shall be conclusive as to the facts
and amounts stated therein, absent manifest error.
(e) The Bank will notify CLC of any event occurring after the date of
this Agreement that will entitle the Bank to compensation pursuant to this
Section as promptly as practicable after it obtains knowledge thereof and
determines to request such compensation. Said notice shall be in writing, shall
specify the applicable Section or Sections of this Agreement to which it relates
and shall set forth the amount
Credit Agreement, June 16, 1997 - 16 - Chemical Leaman Corporation
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or amounts then payable pursuant to this Section. CLC shall pay the Bank the
amount shown as due on such notice within 30 days after its receipt of the same.
2.10. Illegality. Notwithstanding any other provision in this
Agreement, if the adoption of any applicable Regulation, or any change therein,
or any change in the interpretation or administration thereof by any
governmental authority, central bank, or comparable agency charged with the
interpretation or administration thereof, or compliance by the Bank with any
request or directive (whether or not having the force of law) of any such
authority, central bank, or comparable agency shall make it unlawful or
impossible for the Bank to (1) maintain its Loan Commitment, then upon notice to
CLC by the Bank, the Loan Commitment shall terminate; or (2) maintain or fund
its LIBO Rate Loans, then upon notice to CLC of such event, CLC's outstanding
LIBO Rate Loans shall be converted into Base Rate Loans.
2.11. Repayment of Notes under Indenture. To the extent that the
holders of Senior Notes exercise their rights under the Indenture to cause CLC
to redeem any Senior Notes held by them pursuant to a "Change of Control" as
defined in the Indenture, CLC shall prepay to the Bank, on the date of such
redemption, and the amount of the Loan Commitment shall be reduced by, that
amount which is equal to the lesser of (a) the Loan Commitment or (b) the actual
amount of the Senior Notes redeemed.
3. Representations and Warranties
CLC represents and warrants to the Bank that:
3.1. Organization, Standing. It (i) is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, (ii) has the corporate power and authority necessary to own its
assets, carry on its business and enter into and perform its obligations
hereunder and under each Loan Document, and (iii) is qualified to do business
and is in good standing in each jurisdiction where the nature of its business or
the ownership of its properties requires such qualification, except where the
failure to be so qualified would not have a Material Adverse Effect.
3.2. Corporate Authority, Validity, Etc. The making and performance of
the Loan Documents to which it is a party are within its power and authority and
have been duly authorized by all necessary corporate action. The making and
performance of the Loan Documents do not and under present law will not require
any consent or approval of any of CLC's shareholders or any other person, do not
and under present law will not violate any law, rule, regulation order, writ,
judgment, injunction, decree, determination or award, do not violate any
provision of its charter or by-laws, do not and will not result in any breach of
any material agreement, lease or instrument to which it is a party, by which it
is bound or to which any of its assets are or may be subject, and do not and
will not give rise to any Lien upon any of its assets. The number of shares and
classes of the capital stock of CLC and the ownership thereof are accurately set
forth on Schedule 1 attached hereto; all such shares are validly issued, fully
paid and non-assessable, and the issuance and sale thereof are in compliance
with all applicable federal and state securities and other applicable laws.
Further, CLC is not in default under any such agreement, lease or instrument
except to the extent such default reasonably could not have a Material Adverse
Effect. No authorizations, approvals or consents of, and no filings or
registrations with, any governmental or regulatory authority or agency are
necessary for the execution, delivery or performance by CLC of any Loan Document
or for the validity or
Credit Agreement, June 16, 1997 - 17 - Chemical Leaman Corporation
<PAGE>
enforceability thereof. Each Loan Document, when executed and delivered, will be
the legal, valid and binding obligation of CLC enforceable against it in
accordance with its terms.
3.3. Litigation. Except as disclosed on Schedule 1, there are no
actions, suits or proceedings pending or, to CLC's knowledge, threatened against
or affecting CLC or any of its assets before any court, government agency, or
other tribunal which if adversely determined reasonably could have a Material
Adverse Effect upon the ability of CLC to perform under the Loan Documents. If
there is any disclosure on Schedule 1, the status (including the tribunal, the
nature of the claim and the amount in controversy) of each such litigation
matter as of the date of this Agreement is set forth in Schedule 1.
3.4. ERISA. (a) CLC and each ERISA Affiliate are in compliance in all
material respects with all applicable provisions of ERISA and the regulations
promulgated thereunder; and, except as disclosed on Schedule 1, since April 29,
1980, none of CLC or any ERISA Affiliate has withdrawn from participation in any
"multiemployer plan" (as defined in section 4001 of ERISA) to which it makes
contributions such that any withdrawal liability has been or may be assessed and
remains unpaid, and none of CLC or any ERISA Affiliate has received any notice
and is not aware that any multiemployer plan to which it contributes is
insolvent or in reorganization status within the meaning of ERISA. With respect
to multiemployer plans to which CLC or any ERISA Affiliate makes contributions
but does not participate in the administration of such plans, none of CLC or any
ERISA Affiliate has received any information from any such multiemployer plan
which would indicate that any of the foregoing representation would be incorrect
as applied to such multiemployer plan; (b) neither CLC nor any ERISA Affiliate
sponsors or maintains any Plan under which there is an accumulated funding
deficiency within the meaning of ss.412 of the Code, whether or not waived; (c)
the aggregate liability for accrued benefits and other ancillary benefits under
each Plan that is or will be sponsored or maintained by CLC or any ERISA
Affiliate (determined on the basis of the actuarial assumptions prescribed for
valuing benefits under terminating single-employer defined benefit plans under
Title IV of ERISA) does not exceed the aggregate fair market value of the assets
under each such defined benefit pension Plan; (d) the aggregate liability of CLC
and each ERISA Affiliate arising out of or relating to a failure of any Plan to
comply with the provisions of ERISA or the Code, will not have a Material
Adverse Effect; (e) there does not exist any unfunded liability (determined on
the basis of actuarial assumptions utilized by the actuary for the plan in
preparing the most recent Annual Report) of CLC or any ERISA Affiliate under any
plan, program or arrangement providing post-retirement life or health benefits;
and (f) none of the Plans which are "employee pension benefit plans" (as defined
by ERISA) or the trusts created thereunder have been terminated since September
2, 1974; nor has any such Plan incurred any material liability to the Pension
Benefit Guaranty Corporation established pursuant to ERISA, other than for
required insurance premiums which have been paid when due, or incurred any
material "accumulated funding deficiency," (as defined by ERISA) whether or not
waived; nor has there been any "reportable event" (as defined by ERISA), or
other event or condition, which represents a material risk of termination of any
such Plan by the Pension Benefit Guaranty Corporation.
3.5. Financial Statements. The consolidated financial statements of CLC
as of and for the Fiscal Years ending December 31, 1994, December 31, 1995 and
December 31, 1996 and for the interim three-month period ending March 31, 1997,
consisting in each case of a balance sheet, a statement of operations, a
statement of shareholders' equity, a statement of cash flows and accompanying
footnotes, furnished to the Bank in connection herewith, present fairly, in all
material respects, the financial position, results of operations and operating
statistics of CLC as of the dates and for the periods referred to, in conformity
with Generally Accepted Accounting Principles. Except as set forth on Schedule 1
hereto, there are no material liabilities, fixed or contingent, which are not
reflected in such financial statements, other than
Credit Agreement, June 16, 1997 - 18 - Chemical Leaman Corporation
<PAGE>
liabilities which are not required to be reflected in such balance sheets. There
has been no Material Adverse Change since March 31, 1997.
3.6. Not in Default, Judgments, Etc. No Event of Default or Potential
Default under any Loan Document has occurred and is continuing. CLC has
satisfied all judgments and is not in default with respect to any judgment,
writ, injunction, decree, rule, or regulation of any court, arbitrator, or
federal, state, municipal, or other governmental authority, commission, board,
bureau, agency, or instrumentality, domestic or foreign which could have a
Material Adverse Effect.
3.7. Taxes. CLC has filed all federal, state, local and foreign tax
returns and reports which it is required by law to file and as to which its
failure to file would have a Material Adverse Effect, and has paid all taxes,
including wage taxes, assessments, withholdings and other governmental charges
which are presently due and payable, other than those being contested in good
faith by appropriate proceedings, if any, and disclosed on Schedule 1. The tax
charges, accruals and reserves on the books of CLC are adequate to pay all such
taxes that have accrued but are not presently due and payable.
3.8. Permits, Licenses, Etc. CLC possesses all permits, licenses,
franchises, trademarks, trade names, copyrights and patents necessary to the
conduct of its business as presently conducted or as presently proposed to be
conducted, except where the failure to possess the same would not have a
Material Adverse Effect.
3.9. No Materially Adverse Contracts, Etc. CLC is not subject to any
charter, corporate or other legal restriction, or any judgment, decree, order,
rule or regulation which in the judgment of its directors or officers has or is
expected in the future to have a Material Adverse Effect upon CLC or any
Subsidiary. Neither CLC nor any Subsidiary is a party to any contract or
agreement which in the judgment of the directors or officers of CLC has or is
expected to have any Material Adverse Effect except as otherwise reflected in
adequate reserves.
3.10. Compliance with Laws, Etc.
(a) Compliance Generally. CLC is in compliance in all material respects
with all Regulations applicable to its business (including obtaining all
authorizations, consents, approvals, orders, licenses, exemptions from, and
making all filings or registrations or qualifications with, any court or
governmental department, public body or authority, commission, board, bureau,
agency, or instrumentality), the noncompliance with which reasonably could have
a Material Adverse Effect.
(b) Hazardous Wastes, Substances and Petroleum Products. Except as
disclosed on Schedule 1, (i) CLC has received all permits and filed all
notifications necessary to carry on its business; and is in compliance in all
respects with all Environmental Control Statutes; (ii) CLC has not given any
written or oral notice, nor has it failed to give required notice, to the
Environmental Protection Agency ("EPA") or any state or local agency with regard
to any actual or imminently threatened Release of Hazardous Substances on
properties owned, leased or operated by it or used in connection with the
conduct of its business and operations; (iii) CLC has not received notice that
it is potentially responsible for costs of clean-up or remediation of any actual
or imminently threatened Release of Hazardous Substances pursuant to any
Environmental Control Statute; (iv) to the best of CLC's knowledge and belief,
no real property owned or leased by it is in violation of any Environmental Laws
and no Hazardous Substances are present on said real property in violation of
applicable law; and (v) CLC has not been identified in any litigation,
administrative
Credit Agreement, June 16, 1997 - 19 - Chemical Leaman Corporation
<PAGE>
proceedings or investigation as a potentially responsible party for any
liability under any Environmental Laws, where such liability could have a
Material Adverse Effect.
3.11. Solvency. CLC is, and after giving effect to the transactions
contemplated hereby, will be, Solvent.
3.12. Subsidiaries, Etc. CLC has no Subsidiaries, except as set forth
in Schedule 1 hereto. Set forth in Schedule 1 hereto is a complete and correct
list, as of the date of this Agreement, of all Investments held by CLC in any
joint venture or other Person.
3.13. Title to Properties, Leases. CLC has good and marketable title to
all assets and properties reflected as being owned by it in its financial
statements as well as to all assets and properties acquired since said date
(except property disposed of since said date in the ordinary course of
business). Except for the Liens set forth in Schedule 1 hereto and any other
Permitted Liens and except for Liens to be discharged with proceeds of the
Senior Notes on or about June 16, 1997, there are no Liens on any of such assets
or properties. It has the right to, and does, enjoy peaceful and undisturbed
possession under all material leases under which it is leasing property as a
lessee. All such leases are valid, subsisting and in full force and effect, and
none of such leases is in default, except where such default, either
individually or in the aggregate, could not have a Material Adverse Effect.
3.14. Public Utility Holding Company; Investment Company. CLC is not a
"public utility company" or a "holding company", or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company", as such terms are defined in the Public Utility
Holding Company Act of 1935, as amended; or a "public utility" within the
meaning of the Federal Power Act, as amended. Further, CLC is not an "investment
company" or an "affiliated person" of an "investment company" or a company
"controlled" by an "investment company" as such terms are defined in the
Investment Company Act of 1940, as amended.
3.15. Margin Stock. CLC is not and will not be engaged principally or
as one of its important activities in the business of extending credit for the
purpose of purchasing or carrying or trading in any margin stocks or margin
securities (within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System as amended from time to time). CLC will not use or permit
any proceeds of the Loans to be used, either directly or indirectly, for the
purpose, whether immediate, incidental or ultimate, of buying or carrying margin
stocks or margin securities.
3.16. Use of Proceeds. CLC will use the proceeds of any Loan only for
general corporate purposes, including, but not limited to working capital,
letters of credit and the purchase of revenue producing equipment.
3.17. Disclosure Generally. The representations and statements made by
CLC or on its behalf in connection with this credit facility and the Loans,
including representations and statements in each of the Loan Documents, do not
and will not contain any untrue statement of a material fact or omit to state a
material fact or any fact necessary to make the representations made not
materially misleading. No written information, exhibit, report, brochure or
financial statement furnished by CLC to the Bank in connection with this credit
facility, the Loans, or any Loan Document contains or will contain any material
misstatement of fact or omit to state a material fact or any fact necessary to
make the statements contained therein not misleading.
Credit Agreement, June 16, 1997 - 20 - Chemical Leaman Corporation
<PAGE>
4. Conditions Precedent
4.1. All Loans. After this Agreement has become effective, the
obligation of the Bank to make any Loan (including but not limited to the first
Loan hereunder) is conditioned upon the following:
(a) Documents. CLC shall have delivered and the Bank shall have
received a request for a Loan in such form as the Bank may request from time to
time.
(b) Compliance Certificate. CoreStates shall have received a
certificate in the form and substance requested by the Bank, as such may be
modified from time to time ("Compliance Certificate").
(c) Borrowing Base Certificate. CLC shall have delivered and the Bank
shall have received a Borrowing Base Certificate dated the date of the Loan
requested under this Agreement.
(d) Covenants; Representations. CLC shall be in compliance with all
covenants, agreements and conditions in each Loan Document and each
representation and warranty contained in each Loan Document shall be true with
the same effect as if such representation or warranty had been made on the date
such Loan is made or issued.
(e) Defaults. Immediately prior to and after giving effect to such
transaction, no Event of Default or Potential Default shall exist.
(f) Material Adverse Change. Since March 31, 1997, there shall not have
been any Material Adverse Change with respect to CLC or any Subsidiary.
(g) Administrative Fee. CLC shall have paid the Administrative Fee to
the Bank as set forth in ss.2.5.
4.2. Conditions to First Loan. In addition to the conditions to all
Loans as provided in ss.4.1, the obligation of the Bank to make the first Loan
hereunder is conditioned upon the following:
(a) Articles, Bylaws. The Bank shall have received copies of the
Articles of Incorporation and Bylaws of CLC certified by its Secretary or
Assistant Secretary; together with a Certificate of Good Standing from any
jurisdiction where the nature of its business or the ownership of its properties
requires such qualification except where the failure to be so qualified would
not have a Material Adverse Effect.
(b) Evidence of Authorization. The Bank shall have received copies
certified by the Secretary or Assistant Secretary of CLC of all corporate or
other action taken by CLC to authorize its execution and delivery and
performance of the Loan Documents and to authorize the Loans, together with such
other related papers as the Bank shall reasonably require.
(c) Legal Opinions. The Bank shall have received a favorable written
opinion in form and substance satisfactory to the Bank from Pepper, Hamilton &
Sheetz LLP, as counsel for CLC, which shall be addressed to the Bank and be
dated the date of the first Loan.
Credit Agreement, June 16, 1997 - 21 - Chemical Leaman Corporation
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(d) Incumbency. The Bank shall have received a certificate signed by
the secretary or assistant secretary of CLC, together with the true signature of
the officer or officers authorized to execute and deliver the Loan Documents and
certificates thereunder, upon which the Bank shall be entitled to rely
conclusively until it shall have received a further certificate of the secretary
or assistant secretary of CLC amending the prior certificate and submitting the
signature of the officer or officers named in the new certificate as being
authorized to execute and deliver Loan Documents and certificates thereunder.
(e) Note. The Bank shall have received the Note duly executed,
completed and issued in accordance herewith.
(f) Security Agreement. The Bank shall have received the Security
Agreement duly executed, completed and issued in accordance herewith.
(g) Documents. The Bank shall have received all certificates,
instruments and other documents then required to be delivered pursuant to any
Loan Documents, in each instance in form and substance reasonably satisfactory
to it.
(h) Consents. CLC shall have provided to the Bank evidence satisfactory
to it that all governmental, shareholder and third party consents and approvals
necessary in connection with the transactions contemplated hereby have been
obtained and remain in effect.
(i) Other Agreements. CLC shall have executed and delivered each other
Loan Document required hereunder.
(j) Repayment of Loans under CLTL Credit Agreement. CLC shall have paid
in full all outstanding indebtedness and satisfied all of its obligations under
the CLTL Credit Agreement other than with respect to the CLTL Letters of Credit.
(k) Repayment of all other Debt. CLC shall have provided to the Bank
evidence satisfactory to it that all outstanding indebtedness of CLC and its
subsidiaries and affiliates, including, without limitation, that indebtedness to
Associates Commercial Corporation, has been paid in full, except as otherwise
provided in Schedule 4.2(k) attached hereto.
(l) Collateralization of Letters of Credit. CLC shall have fully
collateralized the $3,900,000 letters of credit outstanding under the CLTL
Credit Agreement.
(m) Sale of Senior Notes. CLC shall have consummated the sale of the
Senior Notes pursuant to the Indenture.
(n) Fees, Expenses. CLC shall simultaneously pay or shall have paid all
fees and expenses due hereunder or any other Loan Document.
Credit Agreement, June 16, 1997 - 22 - Chemical Leaman Corporation
<PAGE>
5. Affirmative Covenants
CLC covenants and agrees that from and after the date hereof and so
long as the Loan Commitment is in effect or any Obligation remains unpaid or
outstanding, it will:
5.1. Financial Statements and Reports. Furnish to the Bank the
following financial information:
(a) Annual Statements. No later than ninety (90) days after the end of
each Fiscal Year, the consolidated and consolidating balance sheet (which
consolidating balance sheets may be unaudited and prepared by management of CLC)
of CLC as of the end of such year and the prior year in comparative form, and
related statements of operations, shareholders' equity, and cash flows for the
Fiscal Year and the prior Fiscal Year in comparative form. The financial
statements shall be in reasonable detail with appropriate notes and be prepared
in accordance with Generally Accepted Accounting Principles. The consolidated
annual financial statements shall be certified (without any qualification or
exception) by Arthur Anderson & Co. or such other independent certified public
accountants of nationally recognized standing reasonably acceptable to the Bank.
Such financial statements shall be accompanied by a report of such independent
certified public accountants stating that, in the opinion of such accountants,
such financial statements present fairly, in all material respects, the
financial position, and the results of operations and the cash flows of CLC for
the period then ended in conformity with Generally Accepted Accounting
Principles, except for inconsistencies resulting from changes in accounting
principles and methods agreed to by such accountants and specified in such
report, and that, in the case of such financial statements, the examination by
such accountants of such financial statements has been made in accordance with
generally accepted auditing standards and accordingly included examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and assessing the accounting principles used and significant
estimates made, as well as evaluating the overall financial statement
presentation. Each financial statement provided under this subsection (a) shall
be accompanied by a certificate signed by such accountants either stating that
during the course of their examination nothing came to their attention which
would cause them to believe that any event has occurred and is continuing which
constitutes an Event of Default or Potential Default, or describing each such
event. In addition to the annual financial statements, CLC shall, promptly upon
receipt thereof, furnish to the Bank a copy of each other report submitted to
its board of directors by its independent accountants in connection with any
annual, interim or special audit made by them of the financial records of CLC.
(b) Quarterly Statements. No later than forty-five (45) calendar days
after the end of each Fiscal Quarter of each Fiscal Year, the consolidated and
consolidating balance sheet (which consolidating balance sheets may be unaudited
and prepared by management of CLC) and related statements of operations,
shareholders' equity and cash flows of CLC for such quarterly period and for the
period from the beginning of such fiscal year to the end of such Fiscal Quarter
and a corresponding financial statement for the same periods in the preceding
Fiscal Year certified by the chief financial officer of CLC as having been
prepared in accordance with Generally Accepted Accounting Principles (subject to
changes resulting from audits and year-end adjustments); provided, however, that
if the independent certified public accountants issue a review report on the
quarterly financial statements of CLC, the financial statements required by this
subsection (b) shall be accompanied by a certificate signed by such accountants
either stating that during the course of their examination nothing came to their
attention which would cause them to believe that any event has occurred and is
continuing which constitutes an Event of Default or Potential Default, or
describing each such event and the remedial steps being taken by CLC.
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(c) Compliance Certificate. Within forty-five (45) calendar days after
the end of each of the first three Fiscal Quarters of each Fiscal Year and
within ninety (90) calendar days after the end of each Fiscal Year, a Compliance
Certificate signed by the chief financial officer of CLC.
(d) ERISA. All reports and forms filed with respect to all Plans,
except as filed in the normal course of business and that would not result in an
adverse action to be taken under ERISA, and details of related information of a
Reportable Event, promptly following each filing.
(e) Material Changes. Notification to the Bank of any litigation,
administrative proceeding, investigation, business development, or change in
financial condition which could reasonably have a Material Adverse Effect,
promptly following its discovery.
(f) Other Information. Promptly, upon request by the Bank from time to
time (which may be on a monthly or other basis), CLC shall provide such other
information and reports regarding its operations, business affairs, prospects
and financial condition as the Bank may reasonably request.
(g) Borrowing Base Certificate. In the event CLC shall not have
delivered a Borrowing Base Certificate to the Bank during a calendar month, it
will deliver to the Bank, no later than thirty (30) days after the end of such
calendar month as of the last day of the preceding calendar month, a Borrowing
Base Certifi cate signed by the chief executive or chief financial officer,
treasurer or controller of CLC, together with appropriate schedules reflecting
the Revenue Equipment included in the Borrowing Base.
5.2. Corporate Existence. Preserve its, and cause its Subsidiaries to
preserve their, corporate existence and all material franchises, licenses,
patents, copyrights, trademarks and trade names consistent with good business
practice; and maintain, keep, and preserve all of its properties (tangible and
intangible) necessary or useful in the conduct of its and their business in good
working order and condition, ordinary wear and tear expected.
5.3. ERISA. Comply in all material respects with the provisions of
ERISA to the extent applicable to any Plan maintained for the employees of CLC
or any ERISA Affiliate; do or cause to be done all such acts and things that are
required to maintain the qualified status of each Plan and tax exempt status of
each trust forming part of such Plan; not incur any material accumulated funding
deficiency (within the meaning of ERISA and the regulations promulgated
thereunder), or any material liability to the PBGC (as established by ERISA);
not permit any event to occur as described in ss.4042 of ERISA or which may
result in the imposition of a lien on its properties or assets; notify the Bank
in writing promptly after it has come to the attention of senior management of
CLC of the assertion or threat of any "reportable event" or other event
described in ss.4042 of ERISA (relating to the soundness of a Plan) or the
PBGC's ability to assert a material liability against it or impose a lien on
its, or any ERISA Affiliates' properties or assets; and refrain from engaging in
any Prohibited Transactions or actions causing possible liability under ss.5.02
of ERISA.
5.4. Compliance with Regulations. Comply, and cause its Subsidiaries to
comply, in all material respects with all Regulations applicable to its and
their business, the noncompliance with which reasonably could have a Material
Adverse Effect.
5.5. Conduct of Business; Permits and Approvals, Compliance with Laws.
Continue to engage, and cause its Subsidiaries to continue to engage, in an
efficient and economical manner in businesses substantially the same as
conducted by them on the date of this Agreement; maintain, and cause its
Credit Agreement, June 16, 1997 - 24 - Chemical Leaman Corporation
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Subsidiaries to maintain, in full force and effect, its and their franchises,
and all licenses, patents, trademarks, trade names, contracts, permits,
approvals and other rights necessary to the profitable conduct of its business.
5.6. Maintenance of Insurance. Keep and maintain, and cause its
Subsidiaries to keep and maintain, all of its and their property and assets
fully covered by insurance with reputable and financially sound insurance
companies against such hazards and in such amounts as is customary in the
industry and reasonably satisfactory to the Bank (including up to $2,000,000 of
self-insurance), under policies requiring the insurer to furnish thirty (30)
days' prior notice to the Bank and opportunity to cure any non-payment of
premiums prior to termination of coverage; and furnish the Bank with
certificates of such insurance and cause the Bank to be named as an additional
insured and the loss payee thereof with respect to the Collateral, as its
interest may appear.
5.7. Payment of Debt; Payment of Taxes, Etc. Where the amount involved
exceeds 1,000,000 or where the non-payment or non-discharge would otherwise have
a Material Adverse Effect on CLC or any of its Subsidiaries, or any of their
assets: promptly pay and discharge, and cause its Subsidiaries to promptly pay
and discharge, (a) all of its and their Debt in accordance with the terms
thereof; (b) all taxes, assessments, and governmental charges or levies imposed
upon it or them or upon its or their income and profits, upon any of their
property, real, personal or mixed, or upon any part thereof, before the same
shall become in default; (c) all lawful claims for labor, materials and supplies
or otherwise, which, if unpaid, might become a lien or charge upon such property
or any part thereof; provided, however, that so long as CLC first notifies the
Bank of its intention to do so, CLC or its Subsidiaries shall not be required to
pay and discharge any such Debt, tax, assessment, charge, levy or claim so long
as the failure to so pay or discharge does not constitute or result in an Event
of Default or a Potential Default hereunder and so long as no foreclosure or
other similar proceedings shall have been commenced against such property or any
part thereof and so long as the validity thereof shall be contested in good
faith by appropriate proceedings diligently pursued and it shall have set aside
on its consolidated books adequate reserves with respect thereto.
5.8. Notice of Events. Promptly upon discovery of any of the following
events, CLC shall provide telephone notice to the Bank (confirmed within three
(3) calendar days by written notice), describing the event and all action CLC
proposes to take with respect thereto:
(a) an Event of Default or Potential Default under this Agreement or
any other Loan Document;
(b) any default or event of default under a contract or contracts and
the default or event of default involves payments by CLC in an aggregate amount
equal to or in excess of $1,000,000;
(c) a default or event of default under or as defined in any evidence
of or agreements for Indebtedness for Borrowed Money under which the CLC's or
its Subsidiaries' liability is equal to or in excess of $1,000,000, singularly
or in the aggregate, whether or not an event of default thereunder has been
declared by any party to such agreement or any event which, upon the lapse of
time or the giving of notice or both, would become an event of default under any
such agreement or instrument or would permit any party to any such instrument or
agreement to terminate or suspend any commitment to lend to CLC or its
Subsidiaries or to declare or to cause any such indebtedness to be accelerated
or payable before it would otherwise be due;
(d) the institution of, any material adverse determination in, or the
entry of any default judgment or order or stipulated judgment or order in, any
suit, action, arbitration, administrative proceeding, criminal
Credit Agreement, June 16, 1997 - 25 - Chemical Leaman Corporation
<PAGE>
prosecution or governmental investigation against CLC or its Subsidiaries in
which the amount in controversy is in excess of $1,000,000, singularly or in the
aggregate; or
(e) any change in any Regulation, including, without limitation,
changes in tax laws and regulations, which would have a Material Adverse Effect
on CLC or any of its Subsidiaries.
5.9. Inspection Rights. During regular business hours and then as often
as requested of CLC by the Bank, permit the Bank, or any authorized officer,
employee, agent, or representative of the Bank to examine and make abstracts
from the records and books of account of CLC and its Subsidiaries, wherever
located, and to visit the properties of CLC and its Subsidiaries; and to discuss
the affairs, finances, and accounts of CLC and its Subsidiaries with CLC's
Chairman, President, any executive vice president, it chief financial officer,
treasurer, controller or independent accountants. If no Event of Default or
Potential Default shall be in existence, the Bank shall limit such examination
to four times each calendar year and CLC shall reimburse the Bank its expenses
in connection with each such examination promptly following the completion of
each such examination. If the inspection shall be made during the continuance of
a Potential Default or an Event of Default, CLC shall reimburse the Bank for the
Bank's expense of such inspection. At all times, it is understood and agreed by
CLC that all expenses in connection with any such inspection which may be
incurred by CLC, any officers and employees thereof and the attorneys and
independent certified public accountants therefor shall be expenses payable by
CLC and shall not be expenses of the Bank.
5.10. Generally Accepted Accounting Principles. Maintain books and
records at all times in accordance with Generally Accepted Accounting
Principles.
5.11. Compliance with Material Contracts. CLC and its Subsidiaries will
comply in all material respects with all obligations, terms, conditions and
covenants, as applicable, in all Debt of CLC or its Subsidiaries and all
instruments and agreements related thereto, and all other instruments and
agreements to which it is a party or by which it is bound or any of its
properties is affected and in respect of which the failure to comply reasonably
could have a Material Adverse Effect.
5.12. Use of Proceeds. CLC will use the proceeds of any Loan made
pursuant hereto only for general corporate purposes, including, but not limited
to working capital, letters of credit and the purchase of revenue producing
equipment.
5.13. Further Assurances. Do such further acts and things and execute
and deliver to the Bank such additional assignments, agreements, powers and
instruments, as the Bank may reasonably require or reasonably deem advisable to
carry into affect the purposes of this Agreement or to better assure and confirm
unto the Bank its rights, powers and remedies hereunder.
5.14. Restrictive Covenants in Other Agreements. In the event that CLC
shall enter into or otherwise become subject to or suffer to exist any agreement
pertaining to Debt which contains covenants or restrictions that are more
restrictive on it than the covenants and restrictions contained in this
Agreement, each and every such covenant and restriction shall be deemed
incorporated herein by reference as fully as if set forth herein. If and to the
extent that any such covenant or restriction shall be inconsistent with or
otherwise be in conflict with any covenant or restriction set forth herein
(other than by reason of its being more restrictive), this Agreement shall
govern.
Credit Agreement, June 16, 1997 - 26 - Chemical Leaman Corporation
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5.15. Equipment. CLC will grant to the Bank and the Bank shall continue
to have a valid, perfected first lien on and security interest in all equipment
set forth in Schedule A to the Security Agreement, as provided in such agreement
and as amended from time to time.
6. Negative Covenants
CLC covenants and agrees that, without the prior written consent of the
Bank, from and after the date hereof and so long as the Loan Commitment is in
effect or any Obligation remains unpaid or outstanding, it will not and it will
not permit its Subsidiaries to:
6.1. Consolidation and Merger. (a) dissolve, (b) adopt or enter into
any plan or agreement of liquidation, or (c) merge or consolidate with or into
any corporation or acquire all or substantially all of the assets of any Person,
unless the surviving entity is CLC.
6.2. Liens. Create, assume or permit to exist any Lien on any of its
property or assets, whether now owned or hereafter acquired, or upon any income
or profits therefrom, except Permitted Liens.
6.3. Guarantees. Guarantee or otherwise in any way become or be
responsible for indebtedness or obligations (including working capital
maintenance, take-or-pay contracts) of any other Person, contingently or
otherwise, in any amounts that would exceed $1,000,000 in the aggregate.
6.4. Margin Stock. Use or permit any proceeds of the Loans to be used,
either directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of buying or carrying margin stock within the meaning of Regulation U
of The Board of Governors of the Federal Reserve System, as amended from time to
time.
6.5. Acquisitions and Investments. Except as provided in ss.6.1,
purchase or otherwise acquire (including without limitation by way of share
exchange) any part or amount of the capital stock or assets of, or make any
Investments in any other Person; or enter into any new business activities or
ventures not directly related to its present business; or create any Subsidiary,
except (a) it may acquire and hold stock, obligations or securities received in
settlement of debts (created in the ordinary course of business) owing to it,
and (b) it may make and own (i) Investments in certificates of deposit or time
deposits having maturities in each case not exceeding one year from the date of
issuance thereof and issued by a Bank, or any FDIC-insured commercial bank
incorporated in the United States or any state thereof having a combined capital
and surplus of not less than $150,000,000, (ii) Investments in marketable direct
obligations issued or unconditionally guaranteed by the United States of
America, any agency thereof, or backed by the full faith and credit of the
United States of America, in each case maturing within one year from the date of
issuance or acquisition thereof, (iii) Investments in commercial paper issued by
a corporation incorporated in the United States or any State thereof maturing no
more than one year from the date of issuance thereof and, at the time of
acquisition, having a rating of A-1 (or better) by Standard & Poor's Corporation
or P-1 (or better) by Moody's Investors Service, Inc., and (iv) Investments in
money market mutual funds all of the assets of which are invested in cash or
investments described in the immediately preceding clauses (i), (ii) and (iii).
6.6. Transfer of Assets; Nature of Business. Sell, transfer, pledge,
assign or otherwise dispose of any of its assets unless such sale or disposition
shall be in the ordinary course of its business for value received; or
discontinue or liquidate in any material respect any substantial part of its
operations or business.
Credit Agreement, June 16, 1997 - 27 - Chemical Leaman Corporation
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6.7. Restricted Payments.
(a) Make or pay any redemptions, repurchases, dividends or
distributions of any kind with respect to its capital stock, except that as long
as no Event of Default or Potential Default shall be in existence (i) dividends
required pursuant to the terms of preferred stock of CLC as such shall exist on
the date hereof, (ii) loans to shareholders of CLC which are outstanding as of
the date hereof, (iii) loans to David Hamilton made after the date hereof
provided the aggregate outstanding balance of such loans do not exceed $350,000
at any time, and (iv) purchases, redemptions or other acquisitions, cancellation
or retirement for value of capital stock, or options, warrants, equity
appreciation rights or other rights to purchase or acquire capital stock of CLC
or any Subsidiary, or similar securities held by officers or employees or former
officers or employees of the CLC or any Subsidiary (or their estates), upon
death, disability, retirement, or terminating of employment, not to exceed
$1,000,000 in any consecutive 12-month period.
(b) Make any repayment or advance any monies to any Subsidiary or
Affiliate in respect of intercompany obligations, except that as long as no
Event of Default or Potential Default shall be in existence repayments or
advances may be made to any Subsidiary or Affiliate in the ordinary course of
the business of CLC.
(c) Make any prepayments or redemptions with respect to (i) any
subordinated indebtedness of CLC or any Subsidiary, or (ii) the Senior Notes.
Notwithstanding the foregoing, prepayments or redemptions may be made with
respect to the Senior Notes as permitted by the terms and conditions of the
Indenture as in effect on the date hereof, provided, that no Event of Default or
Potential Default shall be in existence or shall be the result of such
prepayment or redemption.
6.8. Accounting Change. Make or permit any change in financial
accounting policies or financial reporting practices, except as required by
Generally Accepted Accounting Principles or regulations of the Securities and
Exchange Commission, if applicable.
6.9. Transactions with Affiliates. Enter into any transaction
(including, without limitation, the purchase, sale or exchange of property, the
rendering of any services or the payment of management fees) with any Affiliate,
except transactions in the ordinary course of, and pursuant to the reasonable
requirements of, its business, and in good faith and upon commercially
reasonable terms.
6.10. Restriction on Amendment of This Agreement. Enter into or
otherwise become subject to or suffer to exist any agreement which would require
it to obtain the consent of any other person as a condition to the ability of
CoreStates and CLC to amend or otherwise modify this Agreement.
6.11. Indebtedness. Create, enter into or allow to exist any
indebtedness of CLC or any of its Subsidiaries except (i) the Loans hereunder
and the Letters of Credit issued pursuant hereto, (ii) the Senior Notes, (iii)
capital lease obligations and/or purchase money security interests limited to
assets purchased, the aggregate unpaid balance of which shall not exceed
$10,000,000 at any time, and (iv) performance bonds which shall not exceed
$10,000,000 in the aggregate outstanding at any time.
Credit Agreement, June 16, 1997 - 28 - Chemical Leaman Corporation
<PAGE>
7. Financial Covenants
CLC covenants and agrees that, without the prior written consent of the
Bank, from and after the date hereof and so long as the Loan Commitment is in
effect or any Obligation remains unpaid or outstanding:
7.1. Minimum Tangible Net Worth. Tangible Net Worth of CLC, on a
consolidated basis, will not at any time be less than the sum of (i)
$15,000,000, (ii) fifty percent (50%) of net income for each Fiscal Quarter
ending after March 31, 1997 without deduction for any net losses and (iii) 100%
of the amount of subordinated debt and equity issued after March 31, 1997,
provided however any additions to equity after March 31, 1997 which are made for
the sole purpose of enabling CLC to be in compliance with the terms and
conditions of this Agreement or any other Loan Document shall not increase the
minimum Tangible Net Worth requirement if at the time of such addition CLC shall
provide written notice of such purpose to the Bank specifying the amount
required therefor.
7.2. Fixed Charge Coverage. The ratio of Cash Flow Available for Fixed
Charges to Fixed Charges of CLC for the four (4) most recently ended consecutive
Fiscal Quarters shall not be less than 1.10:1.
7.3. Borrowing Base. The aggregate principal amount of Loans
outstanding shall not at any time exceed the Borrowing Base or the Loan
Commitment, whichever is less; provided, however, that this covenant shall not
be deemed breached if, at the time such aggregate amount exceeds said level,
within five Business Days after the earlier of the date CLC first has knowledge
of such excess or the date of the next Borrowing Base Certificate disclosing the
existence of such excess, a prepayment of Loans shall be made in an amount
sufficient to assure continued compliance with this covenant in the future.
8. Default
8.1. Events of Default. CLC shall be in default if any one or more of
the following events (each an "Event of Default") occurs:
(a) Payments. CLC fails to pay any principal of or interest on the Note
when due and payable (whether at maturity, by notice of intention to
prepay, or otherwise) or fails to pay when it is due and payable any
other amount payable under any Loan Document, and such failure shall
continue for a period of five days or more.
(b) Covenants. CLC fails to observe or perform (1) any term, condition
or covenant set forth in ss.5.2, ss.5.4, ss.5.6, ss.5.9, ss.5.10,
ss.5.15, ss.ss.6.1 through 6.11 or ss.ss.7.1 through 7.3 of this
Agreement, as and when required, or (2) any term, condition or covenant
contained in this Agreement or any other Loan Document other than as
set forth in (1) above, as and when required and such failure shall
continue for a period of 10 days or more.
(c) Representations, Warranties. Any representation or warranty made or
deemed to be made by CLC herein or in any Loan Document or in any
exhibit, schedule, report or certificate delivered pursuant hereto or
thereto shall prove to have been false, misleading or incorrect in any
material respect when made or deemed to have been made.
Credit Agreement, June 16, 1997 - 29 - Chemical Leaman Corporation
<PAGE>
(d) Bankruptcy. CLC or any Subsidiary is dissolved or liquidated, makes
an assignment for the benefit of creditors, files a petition in
bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies
to any tribunal for any receiver or trustee, commences any proceeding
relating to itself under any bankruptcy, reorganization, readjustment
of debt, dissolution or liquidation law or statute of any jurisdiction,
has commenced against it any such proceeding which remains undismissed
for a period of thirty (30) days, or indicates its consent to, approval
of or acquiescence in any such proceeding, or any receiver of or
trustee for CLC or any Subsidiary or any substantial part of the
property of CLC or any Subsidiary is appointed, or if any such
receivership or trusteeship to continues undischarged for a period of
thirty (30) days.
(e) Senior Notes. CLC shall fail to pay any amounts due in respect of
the Senior Notes and such failure shall continue beyond any applicable
cure period, or CLC shall suffer to exist any default or event of
default in the performance or observance, subject to any applicable
grace period, of any agreement, term, condition or covenant with
respect to any agreement or document relating to the Senior Notes if
the effect of such default is to permit, with the giving of notice or
passage of time or both, the holders thereof to cause or declare any
portion of any borrowings thereunder to become due and payable prior to
the date on which it would otherwise be due and payable or require
repurchase or redemption of all or any portion of the Senior Notes,
provided that during any applicable cure period the Bank's obligations
hereunder to make further Loans shall be suspended.
(f) Certain Other Defaults. CLC or any Subsidiary shall fail to pay
when due any Indebtedness for Borrowed Money other than the Senior
Notes, which singularly or in the aggregate exceeds $1,000,000, and
such failure shall continue beyond any applicable cure period, or CLC
or any Subsidiary shall suffer to exist any default or event of default
in the performance or observance, subject to any applicable grace
period, of any agreement, term, condition or covenant with respect to
any agreement or document relating to Indebtedness for Borrowed Money
if the effect of such default is to permit, with the giving of notice
or passage of time or both, the holders thereof, or any trustee or
agent for said holders, to terminate or suspend any commitment (which
is equal to or in excess of $1,000,000) to lend money or to cause or
declare any portion of any borrowings thereunder to become due and
payable prior to the date on which it would otherwise be due and
payable, provided that during any applicable cure period the Bank's
obligations hereunder to make further Loans shall be suspended.
(g) Judgments. Any judgments against CLC or any Subsidiary or against
their assets or property for amounts in excess of $1,000,000 in the
aggregate remain unpaid, unstayed on appeal, undischarged, unbonded and
undismissed for a period of sixty (60) days.
(h) Attachments. Any assets of CLC or any Subsidiary shall be subject
to attachments, levies, or garnishments for amounts in excess of
$1,000,000 in the aggregate which have not been dissolved or satisfied
within twenty (20) days after service of notice thereof to CLC or any
Subsidiary.
(i) ERISA. Any Reportable Event or any other fact or circumstance which
the Bank in good faith determines constitutes ground for the
termination of any employee benefit plan maintained for employees of
CLC or any ERISA Affiliate and covered by Title IV of ERISA or grounds
for the appointment by an appropriate United States District Court of a
trustee to administer any such plan, shall have occurred and be
continuing for five days, or any such plan shall be terminated within
the meaning of such Title IV, or a trustee shall be appointed by the
appropriate United States District
Credit Agreement, June 16, 1997 - 30 - Chemical Leaman Corporation
<PAGE>
Court to administer such plan or the Pension Benefit Guaranty
Corporation shall institute proceedings to terminate any such plan or
to appoint a trustee to administer such plan, if upon the termination
of the plan or plans with respect to which any of the foregoing events
shall have occurred there is or would be, in the reasonable judgment of
the Bank, a material resultant liability of CLC or any ERISA Affiliate.
(j) Change in Control. Mr. David R. Hamilton, Mr. George McFadden, Mr.
John McFadden and the Estate of Joseph C. Szabo, the members of their
immediate families, and trusts they control for the benefit of the
members of their immediate families, shall own, in the aggregate,
beneficially and of record, less than thirty percent (30%) of the
outstanding common stock of CLC.
(k) Security Interests. Any security interest created pursuant to any
Loan Document shall cease to be in full force and effect, or shall
cease in any material respect to give the Bank, the Liens, rights,
powers and privileges purported to be created thereby (including,
without limitation, a perfected security interest in, and Lien on, all
of the Collateral), superior to and prior to the rights of all third
Persons, and subject to no other Liens (except as permitted by ss.6.2).
(l) Material Adverse Change. There occurs any Material Adverse Change
with respect to CLC, or CLC and its Subsidiaries taken as a whole.
THEN and in every such event other than those specified in clause (d) above, the
Bank may, in its sole discretion, terminate the Loan Commitment (the date of
such termination being a Credit Termination Date) and declare the Notes together
with accrued interest thereon and all other amounts payable under any Loan
Document to be, and the same shall thereupon become, due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by CLC. Upon the occurrence of any event specified in clause (d)
above, the Loan Commitment shall automatically terminate and the Notes together
with accrued interest thereon and all other amounts payable under any Loan
Document shall immediately be due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by CLC. From
and after the date an Event of Default shall have occurred and for so long as
any Event of Default shall be continuing, the Loan shall bear interest at the
Default Rate. Upon the occurrence of an Event of Default, in addition to the
rights set forth above, the Bank shall have the immediate right to enforce or
realize on any collateral security granted to it in any manner or order it deems
expedient without regard to any equitable principles of marshalling or
otherwise. In addition to any rights granted hereunder or in any of the other
Loan Documents, the Bank shall have all the rights and remedies granted by
applicable law, all of which shall be cumulative in nature.
9. Collateral
9.1. Collateral. Except as otherwise specifically set forth herein or
in any other Loan Document, any Loans made and outstanding and their repayment
at all times shall be secured by a first priority, perfected, security interest
in the Collateral (which shall mean Revenue Equipment and is sometimes referred
to herein as the "Collateral").
Credit Agreement, June 16, 1997 - 31 - Chemical Leaman Corporation
<PAGE>
10. Miscellaneous
10.1. Waiver. No failure or delay on the part of the Bank or any holder
of the Note in exercising any right, power or remedy under any Loan Document
shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right, power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy under any Loan Document. The
remedies provided under the Loan Documents are cumulative and not exclusive of
any remedies provided by law.
10.2. Amendments. No amendment, modification, termination or waiver of
any Loan Document or any provision thereof nor any consent to any departure by
CLC therefrom shall be effective unless the same shall have been approved in
writing by the Bank, be in writing and be signed by the Bank and CLC and then
any such waiver or consent shall be effective only in the instance and for the
specific purpose for which given. No notice to or demand on the CLC shall
entitle CLC to any other or further notice or demand in similar or other
circumstances.
10.3. Governing Law. The Loan Documents and all rights and obligations
of the parties thereunder shall be governed by and be construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania without regard to
Pennsylvania or federal principles of conflict of laws.
10.4. Participations and Assignments. CLC hereby acknowledges and
agrees that CoreStates may at any time: (a) grant participations in all or any
portion of the Note or of its right, title and interest therein or in or to this
Agreement (collectively, "Participations") to any other lending office of
CoreStates or to any other bank, lending institution or other entity which has
the requisite sophistication to evaluate the merits and risks of investments in
Participations ("Participants"); provided, however, that: (i) all amounts
payable by CLC hereunder shall be determined as if CoreStates had not granted
such Participation; and (ii) any agreement pursuant to which CoreStates may
grant a Participation: (x) shall provide that CoreStates shall retain the sole
right and responsibility to enforce the obligations of CLC hereunder including,
without limitation, the right to approve any amendment, modification or waiver
of any provisions of this Agreement; and (y) such participation agreement may
provide that CoreStates will not agree to any modification, amendment or waiver
of this Agreement without the consent of the Participant if such modification,
amendment or waiver would reduce the principal of or rate of interest on any
Loan or postpone the date fixed for any payment of principal of or interest on
any Loan; and (b) CoreStates may assign any of its obligations under this
Agreement and the Loan Documents, provided it shall retain at least $10,000,000
of the Loan Commitment and shall serve as agent for all assignees.
10.5. Captions. Captions in the Loan Documents are included for
convenience of reference only and shall not constitute a part of any Loan
Document for any other purpose.
10.6. Notices. All notices, requests, demands, directions, declarations
and other communications between the Bank and the CLC provided for in any Loan
Document shall, except as otherwise expressly provided, be mailed by registered
or certified mail, return receipt requested, or telegraphed, or faxed, or
delivered in hand to the applicable party at its address indicated opposite its
name on the signature pages hereto. The foregoing shall be effective and deemed
received three days after being deposited in the mails, postage prepaid,
addressed as aforesaid and shall whenever sent by telegram, telegraph or fax or
delivered in hand be effective when received. Any party may change its address
by a communication in accordance herewith.
Credit Agreement, June 16, 1997 - 32 - Chemical Leaman Corporation
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10.7. Expenses; Indemnification. CLC will from time to time reimburse
the Bank promptly following demand for all reasonable out-of-pocket expenses
(including the reasonable fees and expenses of legal counsel) in connection with
(i) the preparation of the Loan Documents, (ii) the making of any Loans, (iii)
the administration of the Loan Documents, and (iv) the enforcement of the Loan
Documents. In addition to the payment of the foregoing expenses, CLC hereby
agrees to indemnify, protect and hold the Bank and any holder of the Note and
the officers, directors, employees, agents, affiliates and attorneys of the Bank
and such holder (collectively, the "Indemnitees") harmless from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses and disbursements of any kind or nature,
including reasonable fees and expenses of legal counsel, which may be imposed
on, incurred by, or asserted against such Indemnitee by CLC or other third
parties and arise out of or relate to this Agreement or the other Loan Documents
or any other matter whatsoever related to the transactions contemplated by or
referred to in this Agreement or the other Loan Documents; provided, however,
that CLC shall have no obligation to an Indemnitee hereunder to the extent that
the liability incurred by such Indemnitee has been determined by a court of
competent jurisdiction to be the result of gross negligence or willful
misconduct of such Indemnitee.
10.8. Survival of Warranties and Certain Agreements. All agreements,
representations and warranties made or deemed made herein shall survive the
execution and delivery of this Agreement, the making of the Loans hereunder and
the execution and delivery of the Note. Notwithstanding anything in this
Agreement or implied by law to the contrary, the agreements of CLC set forth in
ss.ss.2.8, 2.9, and 10.7 shall survive the payment of the Loans and the
termination of this Agreement. This Agreement shall remain in full force and
effect until the repayment in full of all amounts owed by CLC under the Note or
any other Loan Document.
10.9. Severability. The invalidity, illegality or unenforceability in
any jurisdiction of any provision in or obligation under this Agreement, the
Note or other Loan Documents shall not affect or impair the validity, legality
or enforceability of the remaining provisions or obligations under this
Agreement, the Note or other Loan Documents or of such provision or obligation
in any other jurisdiction.
10.10. No Fiduciary Relationship. No provision in this Agreement or in
any of the other Loan Documents and no course of dealing between the parties
shall be deemed to create any fiduciary duty by the Bank to CLC.
10.11. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. CLC AND
CORESTATES EACH HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL
COURT LOCATED WITHIN THE EASTERN DISTRICT OF PENNSYLVANIA AND IRREVOCABLY AGREES
THAT, ANY ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THE NOTE, THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY BE LITIGATED IN SUCH COURTS. EACH
PARTY TO THIS AGREEMENT ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
AGREEMENT, ANY NOTE, OR SUCH OTHER LOAN DOCUMENT.
10.12. WAIVER OF JURY TRIAL. CLC AND CORESTATES EACH HEREBY WAIVES ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
Credit Agreement, June 16, 1997 - 33 - Chemical Leaman Corporation
<PAGE>
OR ARISING OUT OF THIS AGREEMENT, ANY OF THE LOAN DOCUMENTS, OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE
LENDER/BORROWER RELATIONSHIP ESTABLISHED HEREBY. THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY
COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING
WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW AND STATUTORY CLAIMS. CLC AND CORESTATES EACH ACKNOWLEDGES THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO THE TRANSACTION, THAT EACH HAS ALREADY
RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE
TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. CLC AND CORESTATES EACH
FURTHER WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH ITS
LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS,
MODIFICATIONS, REPLACEMENTS OR RESTATEMENTS TO THIS AGREEMENT, THE LOAN
DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS. IN THE
EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL
BY THE COURT.
10.13. Counterparts; Effectiveness. This Agreement and any amendment
hereto or waiver hereof may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement and any amendments
hereto or waivers hereof shall become effective when the Bank shall have
received signed counterparts or notice by fax of the signature page that the
counterpart has been signed and is being delivered to it or facsimile that such
counterparts have been signed by all the parties hereto or thereto.
10.14. Use of Defined Terms. All words used herein in the singular or
plural shall be deemed to have been used in the plural or singular where the
context or construction so requires. Any defined term used in the singular
preceded by "any" shall be taken to indicate any number of the members of the
relevant class.
10.15. Offsets. Nothing in this Agreement shall be deemed a waiver or
prohibition of the Bank's right of banker's lien or offset.
10.16. Entire Agreement. This Agreement, the Note issued hereunder and
the other Loan Documents constitute the entire understanding of the parties
hereto as of the date hereof with respect to the subject matter hereof and
thereof and supersede any prior agreements, written or oral, with respect hereto
or thereto.
10.17. CLTL Agreement. Simultaneously with the execution and delivery
of this Agreement, the commitment of CoreStates Bank to make loans or issue
letters of credit under the CLTL Credit Agreement are hereby terminated.
10.18. Consolidated Basis. Unless the context otherwise requires,
references to CLC in this Agreement shall mean CLC and its Subsidiaries and
financial information shall be provided on a consolidated basis.
Credit Agreement, June 16, 1997 - 34 - Chemical Leaman Corporation
<PAGE>
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement
to be duly executed by their duly authorized representatives as of the date
first above written.
CHEMICAL LEAMAN CORPORATION
By: /s/ David M. Boucher
-----------------------------
Name: David M. Boucher
Title: Senior Vice President
Notices To:
Mr. David M. Boucher
Senior Vice President and Chief Financial Officer
Chemical Leaman Corporation
102 Pickering Way
Lionville, PA 19341-0200
FAX No. 610-363-4233
CORESTATES BANK, N.A.
By: /s/ David D'Antonio
-----------------------------
Name: David D'Antonio
Title: Vice President
Notices To:
Mr. David D'Antonio
Vice President
CoreStates Bank, N.A.
Transportation Leasing and Construction Industry Services
FC 1-8-11-24
1339 Chestnut Street
Philadelphia, PA 19107
FAX No. 215-786-7704
Chemical Leaman Tank Lines, Inc. hereby terminates the commitment of
CoreStates Bank, N.A. as permitted by Section 1.5 of the CLTL Credit Agreement
and consents to Section 10.17 of the foregoing agreement.
CHEMICAL LEAMAN TANK LINES, INC.
By: /s/ David M. Boucher
-----------------------------
Name: David M. Boucher
Title: Senior Vice President
Credit Agreement, June 16, 1997 - 35 - Chemical Leaman Corporation
<PAGE>
Reference Table of Definitions
definition page defined
Additional Amount.........................................................15
Adjusted Appraised Value...................................................1
Administrative Fee........................................................13
Affiliate..................................................................2
Agreement..................................................................2
Appraised Value............................................................2
Bank.......................................................................1
Base Rate..................................................................2
Borrowing Base.............................................................2
Borrowing Base Certificate.................................................2
Business Day...............................................................2
Capitalized Lease..........................................................3
Capitalized Lease Obligations..............................................3
Code.......................................................................3
Collateral................................................................31
Commitment Fee............................................................13
Compliance Certificate....................................................21
CoreStates.................................................................1
CoreStates Bank............................................................1
Credit Termination Date...................................................11
Debt.......................................................................3
Default Rate...............................................................3
Dollars....................................................................3
Environmental Control Statutes.............................................3
ERISA......................................................................4
ERISA Affiliate............................................................4
Event of Default..........................................................29
Federal Funds Rate.........................................................4
Fiscal Quarter.............................................................4
Fiscal Year................................................................4
GAAP.......................................................................4
Generally Accepted Accounting Principles...................................4
Governmental Authority.....................................................4
Hazardous Substances.......................................................4
Indebtedness for Borrowed Money............................................4
Indemnitees...............................................................33
Interest Period............................................................5
Investment.................................................................5
Letter of Credit..........................................................10
LIBO Rate..................................................................5
LIBO Rate Loans............................................................6
LIBO Rate Reserve Percentage...............................................6
Credit Agreement, June 16, 1997 - 36 - Chemical Leaman Corporation
<PAGE>
Lien.......................................................................6
Loan......................................................................10
Loan Commitment...........................................................10
Loan Documents.............................................................6
Loans.....................................................................10
Material Adverse Change....................................................6
Material Adverse Effect....................................................6
MLC........................................................................1
Multiemployer Plan.........................................................6
Note......................................................................11
Obligations................................................................7
Participants..............................................................32
Participations............................................................32
PBGC.......................................................................7
Pension Plan...............................................................7
Permitted Liens............................................................7
Person.....................................................................7
Plan.......................................................................7
Potential Default..........................................................8
Prohibited Transaction.....................................................8
Regulation.................................................................8
Regulation D...............................................................8
Regulatory Change..........................................................8
Release....................................................................8
Reportable Event...........................................................8
Revenue Equipment..........................................................8
Security Agreement.........................................................8
Solvent....................................................................9
Subsidiary.................................................................9
Tangible Assets............................................................9
Tangible Net Worth.........................................................9
Taxes......................................................................9
Termination Event..........................................................9
Unfunded Pension Liabilities...............................................9
Unrecognized Retiree Welfare Liability.....................................9
Credit Agreement, June 16, 1997 - 37 - Chemical Leaman Corporation
<PAGE>
EXHIBIT A
[GRAPHIC OMITTED]
Note
$20,000,000 Philadelphia, PA
______ __, 1997
For Value Received, CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation
("CLC"), hereby promises to pay to the order of CORESTATES BANK, N.A. (the
"Bank"), in lawful currency of the United States of America in immediately
available funds at the Bank's offices located at Broad and Chestnut Streets,
Philadelphia, Pennsylvania, on the earlier to occur of acceleration of the
maturity date as provided in the Credit Agreement described below or the Credit
Termination Date as therein defined, the principal sum of TWENTY MILLION DOLLARS
($20,000,000) or, if less, the then unpaid principal amount of all Loans made by
the Bank pursuant to the Credit Agreement (defined below).
CLC promises also to pay interest on the unpaid principal amount hereof in like
money at such office from the date hereof until paid in full at the rates and at
the times provided in the Credit Agreement.
This Note is the Note referred to in, is entitled to the benefits of and is
secured by security interests referred to in the Credit Agreement, dated as of
June 16, 1997 by and between CLC and the Bank (as such may be amended, modified,
supplemented, restated or replaced from time to time, the "Credit Agreement").
Capitalized terms used in this Note but not defined herein shall have the
meanings ascribed to such terms in the Credit Agreement. This Note is subject to
voluntary prepayment and mandatory repayment prior to demand, acceleration of
maturity or the Credit Termination Date, in whole or in part, as provided in the
Credit Agreement.
In case an Event of Default shall occur and be continuing, the maturity date of
the principal of and the accrued interest on this Note may be accelerated and be
declared to be due and payable in the manner and with the effect provided in the
Credit Agreement.
CLC hereby waives presentment, demand, protest or notice of any kind in
connection with this Note.
Notwithstanding the face amount of this Note, the undersigned's liability
hereunder shall be limited, at all times, to the actual aggregate outstanding
indebtedness to the Bank relating to the Bank's Loans, including all principal
and interest, together with all fees and expenses as provided in the Credit
Agreement, as established by the Bank's books and records which shall be
conclusive absent manifest error.
Note - 1 - DRAFT: June 13, 1997
<PAGE>
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO PENNSYLVANIA OR FEDERAL
PRINCIPLES OR CONFLICT OF LAWS.
IN WITNESS WHEREOF, and intending to be legally bound hereby, CLC has
caused this Note to be executed by its duly authorized officer as of the date
and year first above written.
CHEMICAL LEAMAN CORPORATION
By
-----------------------------------
Name:
Title:
Note - 2 - DRAFT: June 13, 1997
<PAGE>
SCHEDULE 1
1.1 "Permitted Liens"
Permitted Liens including Liens securing indebtedness which will be paid
off with the proceeds of the Senior Notes.
<PAGE>
3.2 Corporate Authority, Validity, Etc.
PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of the Company's
Common Stock as of March 30, 1997 with respect to each of the Company's
directors, the named executive officers, all directors and executive officers as
a group and each person who owns more than 5% of the Company's Common Stock.
Number Percentage of
of Shares Outstanding
Beneficially Shares of
Name and Address of Beneficial Owner(1) Owned Common Stock
- --------------------------------------- ------------ -------------
David R. Hamilton ....................... 216,600(2) 37.3%
George McFadden ......................... 186,200(3) 32.0%
John H. McFadden ........................ 43,400 7.5%
G. Michael Cronk ........................ 13,600 2.3%
Samuel F. Niness, Jr. ................... -- --
David M. Boucher ........................ 8,750 1.5%
Philip J. Ringo ......................... 17,450 3.0%
Eugene C. Parkerson ..................... 11,650 2.0%
Samuel C. Hamilton, Jr. ................. 1,000 .2%
Charles E. Fernald, Jr. ................. -- --
Reuben M. Rosenthal ..................... 8,750 1.5%
Fernando C. Colon-Osorio ................ 6,975 1.2%
Karen Szabo Lloyd ....................... 30,200(4) 5.2%
Directors and executive officers as a
group (12 persons) .................... 518,445 89.2%
- ----------
(1) Unless otherwise specified, the address of each listed beneficial owner is
102 Pickering Way, Exton, PA 19341.
(2) Includes 61,200 shares held in trust for the benefit of Mr. Hamilton's
children.
(3) Includes 35,800 shares owned by other family members and 105,200 shares
owned in trust for the benefit of Mr. McFadden and other family members.
(4) Issuable upon conversion of preferred stock.
<PAGE>
3.3 Litigation
Environmental Matters
The Company's operations and properties are subject to a wide variety of
increasingly complex and stringent federal, state, local and foreign laws and
regulations, including those governing the use, storage, handling, transport,
generation, treatment, release, discharge and disposal of certain materials,
substances and wastes, the remediation of contaminated soil and groundwater, and
the health and safety of employees (collectively, "Environmental Laws"). As
such, the nature of the Company's operations exposes it to the risk of claims
with respect to such matters and there can be no assurance that material costs
or liabilities will not be incurred in connection with such claims.
The Company believes that it is in compliance in all material respects with
all applicable Environmental Laws. Changes in Environmental Laws have resulted
in claims against the Company which arise from unintentional contamination as a
consequence of past waste disposal and treatment practices. Company management
has instituted policies and procedures intended to achieve compliance with all
applicable Environmental Laws. Compliance with such Environmental Laws is one of
the principal cornerstones of its business strategy due to its critical
importance to both the customer and the Company's operations.
Environmental issues confronting the Company may be separated into two
separate and distinct categories. The first category is exposure to remedial and
investigatory costs associated with the Company's historic operations. The
second is exposure to costs associated with ongoing environmental compliance.
The Company's wholly-owned subsidiary, EnviroPower, Inc., is staffed with
environmental experts who manage the Company's environmental exposure relating
to historic operations and develop policies and procedures, including periodic
audits of the Company's terminals and tank cleaning facilities, in order to
minimize the existence of circumstances that could lead to future environmental
exposure. None of the current audits has identified any material potential
liability under Environmental Laws at or involving existing Company facilities,
except for the Bridgeport, New Jersey site and certain other sites discussed
below. EnviroPower manages and oversees the Company's involvement in two sites
located in Bridgeport, New Jersey and West Caln Township, Pennsylvania, which
have been designated as Superfund Sites by the U.S. Environmental Protection
Agency ("EPA"). EnviroPower is also the Company's principal interface with the
EPA and various state environmental agencies. The Company is currently solely
responsible for remediation of the following two sites:
Bridgeport, New Jersey. During 1991, the Company entered into a Consent
Decree with the EPA filed in the U.S. District Court for the District of New
Jersey, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 91-2637 (JFG)
(D.N.J.), with respect to its site located in Bridgeport, New Jersey, requiring
the Company to remediate groundwater contamination. The Consent Decree allowed
the Company to undertake Remedial Design and Remedial Action ("RD/RA") related
to the groundwater operable unit of the cleanup. Costs associated with
performing the RD/RA were $1.2 million in 1996. No decision has been made as to
the extent of soil remediation to be required, if any.
In August 1994, the EPA issued a Record of Decision ("ROD") selecting a
remedy for the wetlands operable unit at the Bridgeport site. The Company has
submitted comments to the EPA that
<PAGE>
dispute the merits of the EPA's remedy. In the last quarter of 1996, the EPA
issued demands to the Company for reimbursement of approximately $2.5 million
in alleged EPA past response costs at the site for the groundwater and
wetlands operable units, and the Company expects that additional demands may
be issued in the future. The Company is involved in settlement negotiations
related to the matter. The government has not made a claim against the Company
for natural resource damages.
The Company is in litigation with its insurers to recover its costs in
connection with the environmental cleanup at the Bridgeport site. On April 7,
1993, the U.S. District Court for the District of New Jersey entered a
judgment requiring the insurers to reimburse the Company for substantially all
past and future environmental cleanup costs at the Bridgeport site. The
insurers appealed the judgment to the U.S. Court of Appeals for the Third
Circuit, but before the appeal was decided the Company and its primary insurer
settled all of the Company's claims, including claims asserted or to be asserted
at other sites, for $11.5 million. This insurer dismissed its appeal, but the
excess carriers did not. On June 20, 1996, the U.S. Court of Appeals
affirmed the judgment against the excess insurance carriers, except for the
allocation of liability among applicable policies, and remanded the case for
an allocation of damage liability among the insurers and applicable policies
on a several basis. The allocation proceeding and the Company's petition for
recovery of its legal costs are presently pending before the U.S. District
Court. While the excess insurers are continuing to contest the extent of their
coverage and the allocation methods proposed by the Company, the Company expects
to receive insurance proceeds sufficient to recover substantially all of the
costs of remediating the Bridgeport site, including attorney fees and expenses.
West Caln Township, Pennsylvania. The EPA has alleged that the Company
disposed of hazardous materials at the William Dick Lagoons Superfund Site
located in West Caln Township, Pennsylvania. In 1991, the EPA issued ROD I,
requiring the installation of a public water supply for some residents near the
site. In November 1991, the EPA issued special notice letters to the Company
and another potentially responsible party ("PRP") soliciting implementation
of ROD I. In March 1992, the EPA issued a uniliateral order to the Company and
the other party directing them to implement ROD I. The Company declined to
comply based on its belief that it had sufficient cause not to comply.
In April 1993, the EPA issued ROD II, selecting a remedy for the soil
remediation phase of this cleanup program. The EPA and the Company agreed that
the Company would be afforded the opportunity to implement its preferred remedy
for the soil remediation phase and to settle its differences with the EPA
regarding the public water supply issue. Pursuant to a Consent Decree lodged
with the U.S. District Court for the Eastern District of Pennsylvania on October
10, 1995, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 95-CV-4264
(RJB) (E.D.P.A.), the Company paid the EPA $713,674 in June 1996, $713,674 in
October 1996, and approximately $300,000 in November 1995, and established a
$300,000 irrevocable standby letter of credit. These payments settled the EPA's
claim relating to past response costs and failure to install a public water
supply in accordance with ROD I. The Consent Decree requires the Company to make
an additional payment to the EPA of $700,000 in October 1997, perform an
interim groundwater remedy at the site, and finance the soil remedy. The Consent
Decree does not cover the final groundwater remedy or other site remedies, or
claims, if any, for natural resource damages.
Other Environmental Matters. The Company has been named as a PRP under
CERLCA and similar state laws at approximately 35 former waste treatment
and/or disposal sites. In general, the Company is among several PRPs named
at these sites. Based on the information known at this time, the Company's
involvement at these sites generally arises from shipment of wastes by or
for the Company in the ordinary course of business over many years to sites,
now contaminated, that are owned and operated by third parties. Given the
nature of the Company's involvement and the expected participation of a number
of other PRP's at these sites, the Company does not believes its liability at
these third party sites will be material. There can be no assurance, however,
that costs associated with these sites, individually or in the aggregate, will
not be material. The Company is also incurring expenses resulting from the
remediation of certain Company-owned sites. In April 1997, the Company received
a request from the New York State Department of Environmental Conservation
to perform a
<PAGE>
Remedial Investigation and Feasibility Study relating to certain former surface
impoundments previously closed by the Company at its Tonawanda, New York
Terminal. The Company has indicated its willingness to perform a mutually
acceptable Remedial Investigation and Feasibility Study. In 1994, the Company
entered into an Administrative Consent Order ("ACO") with the West Virginia
Division of Environmental Protection ("DEP") to undertake the investigation and
remediation of a former lagoon at its former facility in Putnam County, West
Virginia. In accordance with the ACO, the Company has submitted a workplan to
DEP to address potential sludge and soil contamination. The extent of
groundwater remediation to be required, if any, has not been determined.
The Company has also undertaken the removal of all underground storage
tanks at its owned and operated facilities. This project is being managed by
EnviroPower staff and will be completed by the end of 1998 at an estimated cost
of $2 million, of which 1.5 million has been expended to date.
Although the extent and timing of the litigation, settlement and possible
cleanup costs at the foregoing sites, other than certain phases of the
Bridgeport and West Caln Township sites, are not reasonably estimable at this
time, it is anticipated that the Company will continue to incur costs with
respect to such sites and there can be no assurance that such costs will not
have a material adverse effect on the Company's financial condition or results
of operations. The Company has recorded total charges to income $2.3 million and
$2.4 million in 1996 and 1995, respectively, with regard to the foregoing
environmental matters and expects to continue to incur costs for environmental
matters generally for the foreseeable future.
Legal Proceedings
The Company is a party to a lawsuit filed in 1987 against the Company and
approximately 25 other defendants in the Superior Court of New Jersey, Passaic
County (A.L.U. Textile Combining Corp. et al. v. Texaco Chemical Co., et al.,
No. L-23905-87). The approximately 175 plaintiffs seek damages claimed to exceed
$100 million resulting from a fire set to a building by trespassing arsonists.
The plaintiffs allege that the Company was negligent by delivering a shipment of
naphthalene to an outdoor facility where it could be ignited by trespassers. The
Company has denied any liability and has asserted cross-claims against the other
defendants. Discovery in the lawsuit has not yet been concluded. The Company is
currently in negotiations concerning a settlement of the claim. If a settlement
cannot be successfully concluded, the Company intends to defend against the
lawsuit and believes that it has meritorious defenses. There can be no assurance
that any settlement will be successfully concluded or that the terms of any
settlement or other resolution of the lawsuit would not have a material adverse
effect on the Company's financial condition or results of operations.
In connection with a dispute between the Company and a multiemployer
pension plan covering certain of the Company's union employees, the plan's
trustees have threatened to terminate the Company's participation in the pension
plan with respect to some of its employees. If such termination were to occur,
the plan's trustees have indicated that the Company would be required to pay a
partial withdrawal liability in the amount of approximately $3.8 million over a
period of two years commencing in 1999. The Company is currently negotiating
with the turstees concerning a possible settlement of the dispute, which would
permit all of the Company's covered operations to continue to participate in the
pension plan in exchange for either increased future contributions or increased
covered employment. There can be no assurance that any settlement agreement will
be reached. The Company believes that the ultimate resolution of this matter
will not have a material adverse effect on the Company's financial condition or
results of operations.
In addition to the matters described above and under "Environmental
Matters," the Company is a party to routine litigation incidental to its
business, primarily involving claims for personal injury or property damages
incurred in the transportation of chemicals. Except as described above and under
"Environmental Matters," the Company is not a party to any litigation, and is
not aware of any threatened claims, that could materially adversely affect the
Company's financial condition or results of operations.
<PAGE>
3.4 ERISA
In connection with a dispute between the Company and a multiemployer
pension plan covering certain of the Company's union employees (Central States),
the plan's trustees have threatened to terminate the Company's participation in
the pension plan with respect to some of its employees. If such termination were
to occur, the plan's trustees have indicated that the Company would be required
to pay a partial withdrawal liability in the amount of approximately $3.8
million over a period of two years commencing in 1999. The Company is currently
negotiating with the trustees concerning a possible settlement of the dispute,
which would permit all of the Company's covered operations to continue to
participate in the pension plan in exchange for either increased future
contributions or increased covered employment. There can be no assurance that
any settlement agreement will be reached. The Company believes that the ultimate
resolution of this matter will not have a material adverse effect on the
Company's financial condition or results of operations.
<PAGE>
3.5 Financial Statements
None.
<PAGE>
3.7 Taxes
None.
<PAGE>
3.10(b) Hazardous Wastes, Substances and Petroleum Products
Environmental Matters
The Company's operations and properties are subject to a wide variety of
increasingly complex and stringent federal, state, local and foreign laws and
regulations, including those governing the use, storage, handling, transport,
generation, treatment, release, discharge and disposal of certain materials,
substances and wastes, the remediation of contaminated soil and groundwater, and
the health and safety of employees (collectively, "Environmental Laws"). As
such, the nature of the Company's operations exposes it to the risk of claims
with respect to such matters and there can be no assurance that material costs
or liabilities will not be incurred in connection with such claims.
The Company believes that it is in compliance in all material respects with
all applicable Environmental Laws. Changes in Environmental Laws have resulted
in claims against the Company which arise from unintentional contamination as a
consequence of past waste disposal and treatment practices. Company management
has instituted policies and procedures intended to achieve compliance with all
applicable Environmental Laws. Compliance with such Environmental Laws is one of
the principal cornerstones of its business strategy due to its critical
importance to both the customer and the Company's operations.
Environmental issues confronting the Company may be separated into two
separate and distinct categories. The first category is exposure to remedial and
investigatory costs associated with the Company's historic operations. The
second is exposure to costs associated with ongoing environmental compliance.
The Company's wholly-owned subsidiary, EnviroPower, Inc., is staffed with
environmental experts who manage the Company's environmental exposure relating
to historic operations and develop policies and procedures, including periodic
audits of the Company's terminals and tank cleaning facilities, in order to
minimize the existence of circumstances that could lead to future environmental
exposure. None of the current audits has identified any material potential
liability under Environmental Laws at or involving existing Company facilities,
except for the Bridgeport, New Jersey site and certain other sites discussed
below. EnviroPower manages and oversees the Company's involvement in two sites
located in Bridgeport, New Jersey and West Caln Township, Pennsylvania, which
have been designated as Superfund Sites by the U.S. Environmental Protection
Agency ("EPA"). EnviroPower is also the Company's principal interface with the
EPA and various state environmental agencies. The Company is currently solely
responsible for remediation of the following two sites:
Bridgeport, New Jersey. During 1991, the Company entered into a Consent
Decree with the EPA filed in the U.S. District Court for the District of New
Jersey, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 91-2637 (JFG)
(D.N.J.), with respect to its site located in Bridgeport, New Jersey, requiring
the Company to remediate groundwater contamination. The Consent Decree allowed
the Company to undertake Remedial Design and Remedial Action ("RD/RA") related
to the groundwater operable unit of the cleanup. Costs associated with
performing the RD/RA were $1.2 million in 1996. No decision has been made as to
the extent of soil remediation to be required, if any.
In August 1994, the EPA issued a Record of Decision ("ROD") selecting a
remedy for the wetlands operable unit at the Bridgeport site. The Company has
submitted comments to the EPA that
<PAGE>
dispute the merits of the EPA's remedy. In the last quarter of 1996, the EPA
issued demands to the Company for reimbursement of approximately $2.5 million
in alleged EPA past response costs at the site for the groundwater and
wetlands operable units, and the Company expects that additional demands may
be issued in the future. The Company is involved in settlement negotiations
related to the matter. The government has not made a claim against the Company
for natural resource damages.
The Company is in litigation with its insurers to recover its costs in
connection with the environmental cleanup at the Bridgeport site. On April 7,
1993, the U.S. District Court for the District of New Jersey entered a
judgment requiring the insurers to reimburse the Company for substantially all
past and future environmental cleanup costs at the Bridgeport site. The
insurers appealed the judgment to the U.S. Court of Appeals for the Third
Circuit, but before the appeal was decided the Company and its primary insurer
settled all of the Company's claims, including claims asserted or to be asserted
at other sites, for $11.5 million. This insurer dismissed its appeal, but the
excess carriers did not. On June 20, 1996, the U.S. Court of Appeals
affirmed the judgment against the excess insurance carriers, except for
allocation of liability among applicable policies, and remanded the case for
an allocation of damage liability among the insurers and applicable policies
on a several basis. The allocation proceeding and the Company's petition for
recovery of its legal costs are presently pending before the U.S. District
Court. While the excess insurers are continuing to contest the extent of their
coverage and the allocation methods proposed by the Company, the Company expects
to receive insurance proceeds sufficient to recover substantially all of the
costs of remediating the Bridgeport site, including attorney fees and expenses.
West Caln Township, Pennsylvania. The EPA has alleged that the Company
disposed of hazardous materials at the William Dick Lagoons Superfund Site
located in West Caln Township, Pennsylvania. In 1991, the EPA issued ROD I,
requiring the installation of a public water supply for some residents near the
site. In November 1991, the EPA issued special notice letters to the Company
and another potentially responsible party ("PRP") soliciting implementation
of ROD I. In March 1992, the EPA issued a unilateral order to the Company and
the other party directing them to implement ROD I. The Company declined to
comply based on its belief that it had sufficient cause not to comply.
In April 1993, the EPA issued ROD II, selecting a remedy for the soil
remediation phase of this cleanup program. The EPA and the Company agreed that
the Company would be afforded the opportunity to implement its preferred remedy
for the soil remediation phase and to settle its differences with the EPA
regarding the public water supply issue. Pursuant to a Consent Decree lodged
with the U.S. District Court for the Eastern District of Pennsylvania on October
10, 1995, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 95-CV-4264
(RJB) (E.D.P.A.), the Company paid the EPA $713,674 in June 1996, $713,674 in
October 1996, and approximately $300,000 in November 1995, and established a
$300,000 irrevocable standby letter of credit. These payments settled the EPA's
claim relating to past response costs and failure to install a public water
supply in accordance with ROD I. The Consent Decree requires the Company to make
an additional payment to the EPA of $700,000 in October 1997, perform an
interim groundwater remedy at the site, and finance the soil remedy. The Consent
Decree does not cover the final groundwater remedy or other site remedies, or
claims, if any, for natural resource damages.
Other Environmental Matters. The Company has been named as a PRP under
CERLCA and similar state laws at approximately 35 former waste treatment
and/or disposal sites. In general, the Company is among several PRPs named
at these sites. Based on the information known at this time, the Company's
involvement at these sites generally arises from shipment of wastes by or
for the Company in the ordinary course of business over many years to sites,
now contaminated, that are owned and operated by third parties. Given the
nature of the Company's involvement and the expected participation of a number
of other PRP's at these sites, the Company does not believe its liability at
these third party sites will be material. There can be no assurance, however,
that costs associated with these sites, individually or in the aggregate, will
not be material. The Company is also incurring expenses resulting from the
remediation of certain Company-owned sites. In April 1997, the Company received
a request from the New York State Department of Environmental Conservation
to perform a
<PAGE>
Remedial Investigation and Feasibility Study relating to certain former surface
impoundments previously closed by the Company at its Tonawanda, New York
Terminal. The Company has indicated its willingness to perform a mutually
acceptable Remedial Investigation and Feasibility Study. In 1994, the Company
entered into an Administrative Consent Order ("ACO") with the West Virginia
Division of Environmental Protection ("DEP") to undertake the investigation and
remediation of a former lagoon at its former facility in Putnam County, West
Virginia. In accordance with the ACO, the Company has submitted a workplan to
DEP to address potential sludge and soil contamination. The extent of
groundwater remediation to be required, if any, has not been determined.
The Company has also undertaken the removal of all underground storage
tanks at its owned and operated facilities. This project is being managed by
EnviroPower staff and will be completed by the end of 1998 at an estimated cost
of $2 million, of which $1.5 million has been expended to date.
Although the extent and timing of the litigation, settlement and possible
cleanup costs at the foregoing sites, other than certain phases of the
Bridgeport and West Caln Township sites, are not reasonably estimable at this
time, it is anticipated that the Company will continue to incur costs with
respect to such sites and there can be no assurance that such costs will not
have a material adverse effect on the Company's financial condition or results
of operations. The Company has recorded total charges to income of $2.3 million
and $2.4 million in 1996 and 1995, respectively, with regard to the foregoing
environmental matters and expects to continue to incur costs for environmental
matters generally for the foreseeable future.
<PAGE>
3.12 SUBSIDIARIES, Etc.
Chemical Leaman Tank Lines, Inc.
Fleet Transport Company, Inc.
Chemical Properties, Inc.
Power Purchasing, Inc.
American Transinsurance Group, Inc.
Capacity Management Services, Inc.
Quala Systems, Inc.
Pickering Way Funding Corp.
Enviropower, Inc.
Core Logistics Management, Inc.
Leaman Air Services, Inc.
<PAGE>
3.13 TITLE TO PROPERTIES, LEASES
Permitted Liens including Liens securing indebtedness which will be paid
off with the proceeds of the Senior Notes.
EXHIBIT 10.3
<PAGE>
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS AND ARE
BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND FROM EXEMPTIONS FROM REGISTRATION UNDER
APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THESE SECURITIES IS RESTRICTED
BY SUCH LAWS AND THE TERMS OF THIS AGREEMENT AND MAY NOT BE SOLD, OFFERED,
TRANSFERRED OR OTHERWISE DISPOSED OF FOR VALUE EXCEPT PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN
EXEMPTION THEREFROM TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE
AGENCY OR AUTHORITY HAS PASSED ON, RECOMMENDED OR ENDORSED THE MERITS OF THIS
OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PENNSYLVANIA SECURITIES LAWS GENERALLY PROHIBIT PENNSYLVANIA RESIDENTS FROM
SELLING THESE SECURITIES FOR A MINIMUM OF TWELVE MONTHS AFTER THE DATE OF
PURCHASE.
================================================================================
PURCHASE AGREEMENT
BETWEEN
CHEMICAL LEAMAN CORPORATION
AND
DAVID M. BOUCHER
September 10, 1996
================================================================================
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<PAGE>
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT, dated September 10, 1996, is by and between
CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation with offices at 102
Pickering Way, Exton, PA 19341-0200 (the "Company") and David M. Boucher, an
individual residing in the Commonwealth of Pennsylvania (the "Employee").
BACKGROUND
Employee desires to purchase 43.75 shares of the common stock of the
Company, par value $2.50 per share (the "Shares") from the Company and the
Company desires to sell the Shares to Employee, and in connection therewith, the
Company and Employee each desire to set forth certain limitations relating to
the Shares, any other securities of the Company or any of its subsidiaries or
affiliates (the "Affiliated Securities") and any Rights (as defined in Section 7
hereof) relating to securities of the Company or any of its subsidiaries or
affiliates (collectively, the "Company Affiliates") held by Employee, all upon
the terms and subject to the conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
1. Purchase and Sale of the Shares. Subject to the terms and conditions set
forth herein, Employee hereby subscribes for and agrees to purchase from the
Company and the Company hereby agrees to sell to Employee, on the date hereof,
the Shares.
2. Purchase Price. As full payment for the Shares, on the date hereof,
Employee shall pay to the Company an amount equal to Six thousand dollars
($6,000.00) per Share, for an aggregate purchase price of Two hundred sixty-two
thousand five hundred dollars ($262,500.00) (the "Purchase Price") by the
delivery to the Company of a promissory note in the aggregate principal amount
of $262,500.00 in substantially the form attached hereto as Exhibit A (the
"Note"). Notwithstanding anything herein contained to the contrary, Employee
shall only be personally liable under the Note and this Section 2 to the extent
set forth in Paragraph 5 of the Note.
3. Gross-Up Bonus. For so long as Employee is employed by the Company on
the date that an interest payment is due and is paid to the Company under the
Note, the Company shall pay to Employee, contemporaneously with the payment of
such interest payment, a bonus (the "Bonus") in an amount equal to (i) the
amount of such interest payment, plus (ii) the amount required to enable
Employee to pay any Federal, state or other applicable taxes on such Bonus.
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<PAGE>
4. Representations and Warranties of the Company. The Company represents
and warrants as follows:
a. The Company is a corporation duly organized, validly existing, and in
good standing under the laws of the Commonwealth of Pennsylvania, and has full
corporate power and authority to carry on its business as it is now being
conducted and to own and operate the properties and assets now owned and
operated by it.
b. The Company has the power and authority to execute, deliver and
perform this Agreement. The Agreement is a valid and binding obligation of the
Company, enforceable in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws
affecting the enforcement of creditors' rights generally.
c. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby and thereby do not and will
not contravene any provision of the Articles of Incorporation or Bylaws of the
Company; nor violate, be in conflict with, or constitute a default under, cause
the acceleration of any payments pursuant to, or otherwise impair the good
standing, validity or effectiveness of any agreement, contract, indenture,
lease, or mortgage, or subject any property or asset of the Company to any
indenture, mortgage, contract, commitment, or agreement, other than this
Agreement, to which the Company is a party or by which the Company or any of its
assets is bound; or violate any provision of law, rule, regulation, order,
permit, or license to which the Company is subject.
d. Upon issuance thereof, the Shares will be validly issued and
outstanding, fully paid and nonassessable, not subject to preemptive or any
other similar rights of the shareholders of the Company or others and will be
free and clear of any and all liens and encumbrances (except for any
restrictions imposed by this Agreement, by the Applicable Laws (as hereinafter
defined) or by the Securities Act of 1933, as amended (the "Securities Act").
5. Representations and Warranties of the Employee. The Employee hereby
represents, warrants, acknowledges and/or agrees as follows:
a. The Employee is acquiring the Shares solely for his own account, for
investment purposes, and not with a view to resale or distribution of all or any
part thereof. The Employee has no present arrangement, understanding or
agreement for transferring or disposing of all or any part of the Shares. The
Employee will not sell, transfer or otherwise dispose of any of his Shares, in
any manner, unless at the time of any such transfer: (a) a Registration (as
hereinafter defined) under the Securities Act and under the Applicable Laws is
in effect with respect to the Shares to be sold, transferred or disposed of, and
the Employee complies with all of the requirements of the Securities Act and the
Applicable Laws with respect to the proposed transaction; or (b) the Employee
has obtained and has provided to the Company an opinion from counsel reasonably
satisfactory to the Company (as to both the
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<PAGE>
counsel rendering such opinion and the substance of the opinion) that the
proposed sale, transfer or disposition does not require Registration under the
Securities Act or the Applicable Laws. As used herein: the term "Registration"
means registration under the Securities Act and, with respect to the Applicable
Laws, such registration thereunder (or, with respect to any of the Applicable
Laws which do not provide for registration, such compliance therewith which is
similar to registration) which has then resulted in statutory or administration
authorization for the proposed transaction; and the term "Applicable Laws" means
any applicable state securities laws and any other applicable law.
b. The Employee has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of an
investment in the Shares and to form an investment decision with respect
thereto. Prior to the execution of this Agreement, the Employee and his
advisers, if any, have received and carefully read the Company's current
quarterly and last annual audited financial statements. The Employee and his
advisers, if any, have also made such other investigation, review, examination
and inquiry concerning the Company and its business and affairs as they have
deemed appropriate; and the Employee and his advisers, if any, have been offered
the opportunity to ask such questions and obtain such additional information
concerning the Company and its business and affairs as they have requested so as
to understand the nature of the investment in the Shares, including, without
limitation, the merits and risks thereof, and to verify the accuracy of the
information obtained as a result of such investigation.
c. The Employee has received and carefully read the Company's financial
statements for the years ended December 31, 1996 and December 31, 1995. Other
than as may be set forth herein, the Employee has not received any other written
material or oral representation of any person with respect to the Company or
this Agreement. Further, the Employee has had the opportunity to ask questions
of, and receive answers from, officers and directors of the Company and persons
acting on its behalf concerning the terms and conditions of this Agreement. The
Employee has received sufficient information relating to the Company to enable
her to make an informed decision with respect to Employee's investment in the
Company.
d. The Employee has adequate net worth and means of providing for his
current needs and personal contingencies and can afford to sustain a complete
loss of the Employee's investment in the Company. The Employee recognizes that
an investment in the Company is speculative and involves certain risks, and the
Employee has taken full cognizance of and understands and can evaluate all of
the risks of the investment in the Shares. The Employee acknowledges that these
risks include, without limitation, the following:
(1) The Company and its operations are subject to all the risks
inherent in the establishment and growth of a business in the trucking industry.
The likelihood of the success of the Company must be considered in light of the
problems, complications and delays frequently encountered in connection with the
trucking industry. There can be no assurance that the Company will operate at a
profit.
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<PAGE>
(2) The Shares represent a minor portion of the outstanding capital
stock of the Company. Thus, it can be expected that the current majority owners,
by virtue of their percentage share ownership, will continue to have the
unrestricted ability to determine the composition of the Board of Directors and
the policies of the Company.
(3) It is highly unlikely that dividends will be paid with respect to
the Shares. Moreover, there can be no assurance that the operations of the
Company will generate sufficient revenues to enable the Company to declare or
pay dividends on or make distributions with respect to the Shares, or that such
dividends shall be permitted by the terms of the Company's credit facility with
its senior lender.
(4) The Employee recognizes that:
(a) The existing shareholders of the Company (i.e., those who
have been issued capital stock prior to the date hereof) have paid different
amounts per share for their shares of common stock.
(b) The Company does not represent nor has it been implied that
any of the Shares can be resold at the offering price.
(c) The Employee acknowledges that no Federal, state or foreign
agency has passed upon, approved, recommended or endorsed the merits of the
Shares for investment, or for any other purpose.
e. The Employee understands that the Shares are being offered and sold in
reliance on specific exemptions from the registration requirements of Federal
and state law and that the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings set
forth herein in order to determine the applicability of such exemptions and the
suitability of the Employee to acquire the Shares.
f. The Employee understands that (i) there is no established market for the
Shares, nor is any such market expected to develop, and (ii) neither the Company
nor any other person has any obligation or intention to effect the Registration
of the Employee's Shares for sale, transfer or disposition by the Employee under
the Securities Act or the Applicable Laws, or to take any action or provide any
information (including, without limitation, the filing of reports or the
publication of information required by Rule 144 under the Securities Act) which
would make available any exemption from the Registration requirements of the
Securities Act or the Applicable Laws. The Employee must therefore hold his
Shares indefinitely unless a subsequent Registration or exemption therefrom is
available and is obtained.
g. The Employee understands that he is not entitled to cancel, terminate or
revoke this subscription, except as may otherwise be set forth in this Section
5.
-5-
<PAGE>
h. (1) If the Employee is a Pennsylvania resident, the Employee has
received and read the notice of his right to withdraw under certain
circumstances his subscription for Shares hereunder. The Employee represents
that he understands that, in accepting an offer made pursuant to this Agreement
to purchase Shares hereby, the Employee may elect, within two business days
after the Company is in receipt of this executed Agreement, to withdraw from the
Agreement and receive a full refund of all monies paid for the Shares. Such
withdrawal will be without any further liability to the Employee. To accomplish
this withdrawal, the Employee need only send a letter or a telegram to the
Company indicating his intention to withdraw. If a letter is sent, the Employee
understands that it should be sent by registered or certified mail, return
receipt requested, to ensure that it is received and also to evidence the date
on which it is mailed. If the Employee orally requests to withdraw, he should
ask for written confirmation that the request has been received.
(2) The Employee also agrees that he will not sell any of the Shares
acquired hereby within twelve months from the date of purchase except in
accordance with the requirements of the Pennsylvania Securities Act of 1972, as
amended, as well as the Securities Act.
i. No broker or finder has acted for the Employee in connection with his
purchase of the Shares and no broker or finder is entitled to any broker's or
finder's fees or other commissions in connection therewith based on agreements
between the Employee and any broker or finder.
j. The Employee is a resident of the Commonwealth of Pennsylvania. If an
individual, the Employee is a citizen of the United States of America, is at
least 21 years of age, and has the legal capacity to execute, deliver and
perform this Agreement.
k. All information which the Employee has provided to the Company
concerning such Employee, such Employee's financial position and such Employee's
knowledge of financial and business matters, including all information contained
herein, is true and complete as of the date hereof.
l. Appropriate restrictive endorsement(s) will be placed upon the
certificates evidencing the Shares subscribed to hereby to reflect the foregoing
and that the Company will give appropriate stop transfer instructions to the
person(s) in charge of the transfer of the Employee's Shares.
6. Restrictive Legend. Stock Certificates representing the Shares issued to
the Employee pursuant hereto shall bear the following legends:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
PLEDGED, HYPOTHECATED, SOLD
-6-
<PAGE>
OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE
SECURITIES LAWS OR A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH PLEDGE, HYPOTHECATION, SALE OR TRANSFER IS EXEMPT
THEREFROM UNDER ANY SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.
THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES BY
ACCEPTANCE HEREOF THAT SUCH HOLDER WILL NOT SELL ANY OF SUCH SECURITIES
WITHIN TWELVE MONTHS FROM THE DATE OF THE PURCHASE THEREOF EXCEPT IN
ACCORDANCE WITH THE REQUIREMENTS OF THE PENNSYLVANIA SECURITIES ACT OF
1972, AS AMENDED.
7. Termination of Options, Warrants and other Rights. Employee hereby
cancels and terminates in all respects any and all Rights that may be held by
Employee on the date hereof (collectively, the "Terminated Rights"). On the date
hereof, Employee has delivered to the Company for cancellation any original
documents in Employee's control or possession evidencing or representing any
such Terminated Rights. Employee hereby releases the Company, the Company
Affiliates, their respective directors, officers, employees and agents, and
their respective successors and assigns, from any liability to Employee
whatsoever relating to, arising out of, or in connection with, such Terminated
Rights. The foregoing provisions shall not be construed to limit the ability of
the Company to grant or issue to Employee, after the date hereof, any similar
rights to acquire any capital stock or other securities of the Company and/or
the Company Affiliates, including options or warrants. For purposes of this
Agreement, "Rights" shall mean any contracts, subscriptions, calls, rights to
convert, commitments or rights of any character or kind, including without
limitation, options or warrants, to purchase or otherwise acquire or to require
the Company and/or the Company Affiliates, to issue any capital stock or other
securities of the Company and/or any other Affiliated Securities.
8. Mandatory Company Obligation to Repurchase Shares at Premium On
Occurrence of Certain Events.
a. In the event (i) that the Employee shall die ("Death"), (ii) of the
disability of the Employee such that Employee is unable to perform his or her
duties and responsibilities to the Company or any Company Affiliate to the full
extent required by reasons of illness, injury or incapacity for a period of more
than one hundred twenty (120) consecutive days or more than two hundred seventy
(270) days, in the aggregate, during any three hundred sixty-five (365) day
period ("Disability"), or (iii) Employee shall retire at reaching 65 years of
age (or at such earlier age as may be agreed by Employee and the Company)
("Retirement" and together with Death and Disability, collectively the "Section
8 Events"), the Company shall (unless otherwise prevented by law) redeem all of
the Shares owned by the Employee at the time of such Section 8 Event. The
purchase price for the Shares so redeemed pursuant to the
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<PAGE>
provisions of this Section 8 shall be equal to the greater of (x) the price paid
for such Shares by the Employee, and (y) the fair market value of such Shares,
which shall be mutually agreed upon by the Employee and Company; provided that,
in the event the Employee and Company cannot agree upon the fair market value
for such Shares within thirty (30) days following the Section 8 Event in
question, the fair market value of such Shares shall be determined by appraisal
(pursuant to Sections 8(b) and 8(c) hereof).
b. Such appraisal shall be conducted by an independent investment
banking firm engaged by Company and agreed upon by the Employee (or Employee's
personal representative or executor, if applicable); provided, however, that if
the Company and Employee (or Employee's personal representative or executor, if
applicable) cannot agree on an appraiser within forty (40) days following the
Section 8 Event in question, each of the Company and Employee (or Employee's
personal representative or executor, if applicable) shall within five (5) days
thereafter select one appraiser, and such appraisers shall mutually agree within
forty five (45) days thereafter upon the value of such Shares; and further
provided, if such appraisers cannot mutually agree upon the value of such
Shares, the appraisers shall (on or prior to such forty fifth (45th) day)
mutually agree upon a third appraiser, which third appraiser shall determine, in
its sole discretion, the value of such Shares. The Company shall be responsible
for all of the costs of such appraisal. Any time periods set forth in this
Section 8 shall be adjusted in order to account for any delay caused by such
appraisal.
c. If the determination of the fair market value of the Shares by the
appraiser(s) depends on or takes into account the net income or projected net
income of the Company for any prior or future period, the appraiser(s) shall be
directed to exclude from such net income or projected net income any amounts
paid or projected to be paid to or for the benefit of David R. Hamilton and to
George McFadden in excess of their base salary and consulting fees and other
base compensation, if any.
d. Settlement for the purchase of such Shares by the Company pursuant to
this Section shall be made within one (1) year following the date of the Section
8 Event, unless the Company for any reason is legally prohibited from redeeming
any of those Shares, in which case the Company shall thereafter redeem such
shares on the earliest date(s) on which the Company is no longer so prohibited
from redeeming such Shares, or unless the Company has not obtained all required
third party consents to such purchase, in which case settlement shall occur as
promptly as practicable following the date that the Company shall obtain such
consents. The Company hereby agrees to use its best efforts to obtain all such
requisite third party consents. All settlements for the purchase and sale of
such Shares shall, unless otherwise agreed to by the Company and Employee (or
Employee's personal representative or executor, if applicable), be held at the
principal offices of the Company during regular business hours. The precise date
and hour of settlement shall be fixed by the Company (within the time limits
allowed by the provisions of this Section) by notice in writing to Employee (or
Employee's personal representative or executor, if applicable) given at least
five (5) days in advance of the settlement date specified. At settlement, the
Shares being sold shall be delivered by Employee
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<PAGE>
(or Employee's personal representative or executor, if applicable) to the
Company, duly endorsed for transfer or with executed stock powers attached, with
any necessary documentary and transfer tax stamps affixed by Employee.
9. Mandatory Company Obligation to Repurchase Shares at Premium On
Occurrence of Other Events.
a. In the event that (i) the Employee voluntarily resigns from the
Company or a Company Affiliate, as the case may be (except as set forth in
Section 10 below) or (ii) the Employee is terminated without Cause (as defined
below) (any of the foregoing, a "Section 9 Event"), the Company shall (unless
otherwise prevented by law), redeem up to all of the Shares owned by the
Employee at the time of such Section 9 Event. The purchase price for any Shares
redeemed pursuant to the provisions of Section 9(a)(i) hereof shall be equal to
(x) the greater of the price paid by the Employee for each such Share, and (y)
an amount equal to two-thirds of the fair market value of such Shares (as
determined in accordance with the provisions of Section 8 hereof). The purchase
price for any Shares redeemed pursuant to the provisions of Section 9(a)(ii)
hereof shall be equal to the greater of (r) the price paid by the Employees for
each such Share, and (s) the fair market value of such Shares (as determined in
accordance with the provisions of Section 8 hereof.
b. Settlement for the purchase of such Shares by the Company pursuant to
this Section shall be made within one (1) year following the date of the Section
9 Event, unless the Company for any reason is legally prohibited from redeeming
any of those Shares, in which case the Company may thereafter redeem such shares
on the earliest date(s) on which the Company is no longer so prohibited from
redeeming such Shares, or unless the Company has not obtained all required third
party consents to such purchase, in which case settlement shall occur as
promptly as practicable following the date that the Company shall obtain such
consents. The Company hereby agrees to use its best efforts to obtain all such
requisite third party consents. Settlement for the purchase and sale of such
Shares shall, unless otherwise agreed to by the Company and Employee, be held at
the principal offices of the Company during regular business hours. The precise
date and hour of settlement shall be fixed by the Company (within the time
limits allowed by the provisions of this Section) by notice in writing to
Employee given at least five (5) days in advance of the settlement date
specified. At settlement, the Shares being sold shall be delivered by Employee
to the Company, duly endorsed for transfer or with executed stock powers
attached, with any necessary documentary and transfer tax stamps affixed by
Employee in exchange for the purchase price therefor.
10. Optional Company Right to Repurchase Shares for Purchase Price Thereof.
a. In the event (each of the following, a "Section 10 Event") that the
Employee's employment with the Company or a Company Affiliate shall cease as a
consequence of (a) the Employee's willful or gross malfeasance or gross
misconduct with respect to the Company or a Company Affiliate, including without
limitation, fraud, embezzlement, theft or proven dishonesty in the course of his
employment or (b) Employee's conviction of a felony (the
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<PAGE>
events described in subsections (a) and (b), collectively, "Cause"), the Company
may (unless otherwise prevented by law), at its option, upon written notice
thereof given within 30 days of such Section 10 Event and upon the tender of
payment therefor, redeem all of the Shares owned by the Employee at the time of
such Section 10 Event. The purchase price for any Shares so redeemed pursuant to
the provisions of this Section 10 shall be equal to the price paid by the
Employee for such Shares.
b. Settlement for the purchase of such Shares by the Company pursuant to
this Section shall be made within one (1) year following the date of the Section
10 Event, unless the Company for any reason is legally prohibited from redeeming
any of those Shares, in which case the Company may thereafter redeem such shares
on the earliest date(s) on which the Company is no longer so prohibited from
redeeming such shares, or unless the Company has not obtained all required third
party consents to such purchase, in which case settlement shall occur as
promptly as practicable following the date that the Company shall obtain such
consents. All settlements for the purchase and sale of such Shares shall, unless
otherwise agreed to by the Company and Employee, be held at the principal
offices of the Company during regular business hours. The precise date and hour
of settlement shall be fixed by the Company (within the time limits allowed by
the provisions of this Section) by notice in writing to Employee given at least
five (5) days in advance of the settlement date specified. At settlement, the
Shares being sold shall be delivered by Employee to the Company, duly endorsed
for transfer or with executed stock powers attached, with any necessary
documentary and transfer tax stamps affixed by Employee.
11. Company Purchase Option.
a. Employee shall not (either during or following Employee's employment
with the Company) transfer, sell, donate, pledge or otherwise dispose of or
encumber (collectively, "Transfer") any Shares except as provided in this
Section 11.
b. In the event Employee (either during or following Employee's
employment with the Company) desires to in any way directly or indirectly,
Transfer, either voluntarily or involuntarily, all or any portion of his Shares,
Employee shall first obtain a bona fide written offer which he desires to accept
(hereinafter called the "Offer") to purchase the Shares which he desires to sell
("Offered Shares"). Employee shall then provide written notice to the Company of
such desire which notice shall set forth the price per share for the Offered
Shares set forth in the Offer, and the other terms and conditions upon which
Employee shall sell the Offered Shares. The purchase price payable by the
Company for such Offered Shares shall be equal to the price per Share paid by
the Employee for such Shares.
c. For a period of fifteen (15) days after the delivery to the Company
of notice of the Offer, the Company shall have the option, exercisable by
written notice to Employee, to purchase the Offered Shares for the purchase
price set forth above. If the Company does not exercise its option to purchase
the Offered Shares within the applicable fifteen (15) day period, the Company's
option to purchase the Offered Shares shall terminate and Employee shall have
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the right to sell the Offered Shares to the third party making the Offer at a
purchase price not less than the purchase price set forth in the Offer and
substantially in accordance with the other terms and conditions of the Offer;
provided, however, that if a Transfer to such third party is not consummated
within ninety (90) days after the expiration of the foregoing fifteen (15) day
period at a purchase price not less than the purchase price set forth in the
Offer and substantially in accordance with the other terms and conditions of the
Offer, Employee shall not be entitled to Transfer the Offered Shares unless a
new Offer is obtained and the Offered Shares are then reoffered to the Company
in accordance with the foregoing procedures of this Section.
d. Settlement for the purchase of Offered Shares by the Company pursuant
to this Section shall be made within thirty (30) days following the date of
exercise of the option. Settlements for the purchase and sale of Offered Shares
shall, unless otherwise agreed to, be held at the principal offices of the
Company during regular business hours. The precise date and hour of settlement
shall be fixed by the Company (within the time limits allowed by the provisions
of this Agreement) by notice in writing to Employee given at least five (5) days
in advance of the settlement date specified. At settlement, the Offered Shares
being sold shall be delivered by Employee to the Company, duly endorsed for
transfer or with executed stock powers attached, with any necessary documentary
and transfer tax stamps affixed by Employee.
e. This Section shall not apply to a transfer of Shares by Employee to
his spouse, parents, siblings or lineal descendants or any such persons or to a
trust for the benefit of any of the foregoing (including trusts for such
Employee's benefit); provided, that any such transferee shall agree in writing
to be bound by, and to comply with, all applicable provisions of this Agreement;
provided, further, that any shares so transferred shall be held by the
transferee subject to the rights, obligations, sale/repurchase rights and other
burdens which would be imposed on Employee with respect to such Shares as if he
had not transferred the shares.
f. In connection with, and as a condition of, permitting any Transfer or
delivery of stock certificates under this Section, the Company may require
Employee to pay to it a sufficient sum to enable it to pay, or to reimburse it
for any payment made in respect of, any stamp tax or other governmental charge
in connection with such transfer or delivery.
g. The provisions of this Section 11 shall remain in full force and
effect until the closing of the first public offering of the Company's common
stock after the date hereof.
12. Noncompetition; Non-Solicitation: Proprietary Information: Property.
a. The Employee shall not, during all times (the "Term") that he is
employed or retained by, or otherwise associated with, the Company or a Company
Affiliate and for a period of twelve months thereafter (the "Restricted
Period"), do any of the following directly or indirectly without the prior
written consent of the Company:
-11-
<PAGE>
(1) engage or participate in any business activity competitive
with the Company's business, or the business of any of the Company Affiliates,
as same are conducted during the Term with respect to any period during the
Term, or upon the termination of the Term with respect to the balance of the
Restricted Period (the "Business");
(2) become interested in (as owner, stockholder, lender, partner,
co-venturer, director, officer, employee, agent, consultant or otherwise) any
person, firm, corporation, association or other entity engaged in any business
that is competitive with the Business during the Term or the balance of the
Restricted Period, or become interested in any portion of the business of any
person where such portion of such business is competitive with the Business
during the Term or the balance of the Restricted Period. Notwithstanding the
foregoing, Employee may hold not more than one percent (1%) of the outstanding
securities of any class of any publicly-traded securities of a company that is
so engaged.
b. Employee shall not, during the Term and for the balance of the
Restricted Period, do any of the following, directly or indirectly, without the
prior written consent of the Company:
(1) solicit, call on, or in any way contact, either directly or
indirectly, whether on behalf of Employee or any other person, any account,
client, customer or supplier with whom (or which) the Company or a Company
Affiliate shall have dealt at any time during the Term or for the two (2) year
period immediately preceding the Term;
(2) influence or attempt to influence any supplier, customer or
potential customer of the Company or a Company Affiliate to terminate or modify
any written or oral agreement or course of dealing with the Company or a Company
Affiliate;
(3) employ or retain, or arrange to have any other person or
entity employ or retain, any person who shall have been employed or retained by
the Company or a Company Affiliate as an employee, consultant, agent,
distributor or in a similar such capacity at any time during the Term; or
(4) influence or attempt to influence any such person to
terminate or modify his employment, consulting, agency, distributorship or other
arrangement with the Company or a Company Affiliate.
c. (1) Employee recognizes and acknowledges that the Proprietary
Information (as hereinafter defined) is a valuable, special and unique asset of
the business of the Company. As a result, both during the Term and thereafter,
Employee shall not, without the prior written consent of the Company, for any
reason either directly or indirectly divulge to any third-party or use for his
own benefit, or for any purpose other than the exclusive benefit of the Company,
any confidential, proprietary, business and technical information or trade
secrets of the Company or of any Company Affiliate ("Proprietary Information")
revealed, obtained or developed in the course of his retention with the Company
or Company Affiliate.
-12-
<PAGE>
Such Proprietary Information shall include, but shall not be limited to, any
information relating to research, computer codes or instructions, costs,
business studies, business procedures, finances, marketing data, methods, plans
and efforts, the identities of customers, contractors and suppliers and
prospective customers, contractors and suppliers, the terms of contracts and
agreements with customers, contractors and suppliers, personnel information,
customer and vendor credit information, and any other confidential information
relating to the business of the Company, provided, that nothing herein contained
shall restrict Employee's ability to make such disclosures during the Term as
may be necessary or appropriate to the effective and efficient discharge of his
duties to the Company or as such disclosures may be required by law, and further
provided, that nothing herein contained shall restrict Employee from divulging
or using for his own benefit or for any other purpose any Proprietary
Information which is readily available to the general public so long as such
information did not become available to the general public as a direct or
indirect result of Employee's breach of this Section 12(c)(1). Failure by the
Company to mark any of the Proprietary Information as confidential or
proprietary shall not affect its status as Proprietary Information under the
terms of this Agreement.
(2) In the event that the Employee is requested pursuant to, or
required by, applicable law or regulation or by legal process to disclose any
such Confidential Information, the Employee shall provide the Company with
prompt notice of such request or the receipt of legal process to enable the
Company to seek an appropriate protective order, to consult with the Company
with respect to the taking of steps to resist or narrow the scope of such
request or process, and/or waive compliance in whole or in part with the
Employee's agreement to maintain the confidentiality of such data or
information. If and to the extent after the foregoing notice, in the absence of
a protective order or receipt of a waiver under this Agreement, the Employee is,
in the written opinion of the Employee's counsel, compelled to disclose such
data or information or be liable for contempt or suffer censure or penalty or
violate applicable laws or regulations, the Employee may disclose such data or
information without liability to the Company under this Agreement.
d. All right, title and interest in and to Proprietary Information shall
be and remain the sole and exclusive property of the Company. During the Term,
Employee shall not remove from the Company's offices or premises any documents,
records, notebooks, files, correspondence, reports, memoranda or similar
materials of or containing Proprietary Information, or other materials or
property of any kind belonging to the Company unless necessary or appropriate in
accordance with his employment and, in the event that such materials or property
are removed, all of the foregoing shall be returned to their proper files or
places of safekeeping as promptly as possible after the removal shall serve its
specific purpose. Employee shall not make, retain, remove and/or distribute any
copies of any of the foregoing for any reason whatsoever, except as disclosure
shall be necessary in the performance of his duties; and upon the termination of
the Term, he shall leave with or return to the Company all originals and copies
of the foregoing then in his possession, whether prepared by Employee or by
others.
-13-
<PAGE>
e. Employee acknowledges that the restrictions contained in this Section
12 are reasonable and necessary to protect the legitimate interests of the
Company and its affiliates and that the Company would not have entered into this
Agreement in the absence of such restrictions. Employee also acknowledges that
any breach by him of this Section 12 will cause continuing and irreparable
injury to the Company for which monetary damages would not be an adequate
remedy. Employee shall not, in any action or proceeding to enforce any of the
provisions of this Agreement, assert the claim or defense that such an adequate
remedy at law exists. In the event of such breach by Employee, the Company shall
have the right to enforce the provisions of this Section 12 by seeking
injunctive or other relief in any court, and this Agreement shall not in any way
limit remedies of law or in equity otherwise available to the Company. If an
action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to recover, in addition
to any other relief, reasonable attorneys' fees, costs and disbursements. In the
event that the provisions of this Section 12 should ever be adjudicated to
exceed the time, geographic, or other limitations permitted by applicable law in
any applicable jurisdiction, then such provisions shall be deemed reformed in
such jurisdiction to the maximum time, geographic, or other limitations
permitted by applicable law. In the event that Employee shall be in breach of
any of the restrictions contained in Sections 12(a) and/or (b) hereof, then the
Restricted Period shall be extended for a period of time equal to the period of
time that Employee is in breach of such restriction.
13. Change of Control.
a. If at any time while Employee is employed by the Company or a Company
Affiliate (i) there shall occur a Change of Control (as defined below) or (ii)
David R. Hamilton shall cease to be Chairman and Chief Executive Officer of the
Company (each of the foregoing, a "Section 13 Event"), then Employee may elect
at any time within twenty-four months after such event to terminate Employee's
employment upon thirty days prior written notice given at any time within said
twelve months, such termination to be effective at the expiration of said thirty
day period.
b. In the event that following the occurrence of a Section 13 Event, (i)
Employee makes such election to terminate Employee's employment as set forth in
Section 13 (a) hereof, or (ii) Employee's employment shall be terminated by the
Company or a Company Affiliate (other than for Cause) within twenty-four months
following the occurrence thereof, then Employee shall receive severance payments
in accordance with Section 14 hereof "Employee Severance".
c. For purposes of this Section 13, a "Change of Control" means the
sale, transfer, assignment or other disposition (including by merger or
consolidation) by stockholders of the Company, in one transaction or a series of
related transactions, such that following such transaction(s) David R. Hamilton
and George McFadden, collectively, cease to own (directly, or indirectly through
their Affiliates) more than fifty percent (50%) of the voting power represented
by the then outstanding stock of the Company. For these purposes,
-14-
<PAGE>
"Affiliate" means (i) any entity directly or indirectly controlling, controlled
by or under common control with such stockholder, (ii) any immediate family
member of such stockholder, or (iii) any trust for the benefit of such
stockholder or any immediate family member of such stockholder.
14. Employee Severance. In the event that (a) Employee's employment with
the Company or a Company Affiliate shall be terminated at any time by the
Company (or a Company Affiliate, as the case may be) under the circumstances
described in Section 13 (b) hereof following the occurrence of a Section 13
Event, then Employee shall, for a period of not less than twelve months
following the termination of Employee's employment, continue to receive
Employee's base salary and benefits package including the use of a company car
and related costs, reimbursement of club dues, health and dental plan,
participation in the Company's Pension and 401 (k) plans and any additional
employee benefits which may be in effect at the time of such termination. Base
salary shall continue to be inclusive of all applicable income, social security
and other taxes and charges which are required by law to be withheld by the
Company and in accordance with Company's normal payroll practices for its
executives from time to time in effect.
15. Notice. Any notice or communication required or permitted under this
Agreement shall be made in writing and sent by certified or registered mail,
return receipt requested, addressed as follows:
If to the Company:
Chemical Leaman Corporation
102 Pickering Way
Exton, PA 19341
Fax: (610) 363-4233
If to the Employee:
David M. Boucher
c/o Chemical
Leaman Corporation
102 Pickering Way
Exton, PA 19341
Telephone (610) 363-4215
or to such other address as either party may from time to time duly specify by
notice given to the other party in the manner specified above.
16. Gender: Number. All pronouns and other words used herein shall include
all genders and the singular and the plural as the context requires.
-15-
<PAGE>
17. Headings. The headings of the Sections located herein are for
convenience only, and they are not part of this Agreement and shall not affect
its interpretation.
18. Applicable Law. This Agreement shall be governed by and be construed in
accordance with the internal laws of the Commonwealth of Pennsylvania, without
regard to the principles of conflicts of laws thereof.
19. Entire Agreement. This Agreement constitutes the entire understanding
among the parties with respect to the subject matter hereof, and supersedes any
prior understanding and/or written or oral agreements among them with respect
thereto, except as may be contained herein. This Agreement may not be changed or
modified, except by an Agreement in writing signed by each of the parties
hereto.
20. No Third party Beneficiaries. This Agreement is for the sole benefit of
the parties hereto and their respective permitted successors and assigns, and
neither this Agreement, nor any provision hereof shall be construed as
conferring and are not intended to confer any rights on any other persons. In
furtherance and not in limitation of the foregoing, the parties hereto
acknowledge and agree that the Shares being sold hereunder are being sold by the
Company pursuant to this Agreement only, and are not being sold pursuant to a
plan or other arrangement generally available to the Company's employees.
21. Binding Effect. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefits of the parties hereto, their
successors and assigns..
22. Assignment. The Employee agrees not to transfer or assign this
Agreement, or any of the Employee's interest herein, and further agrees that the
transfer or assignment of the Shares shall be made only in accordance with
applicable laws and the terms of this Agreement.
23. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties executed this Purchase Agreement on the
date and year first written above.
CHEMICAL LEAMAN CORPORATION
By: /s/ David R. Hamilton
____________________________________
Title:
DAVID M. BOUCHER
/s/ David M. Boucher
____________________________________
Signature
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EXHIBIT 10.4
<PAGE>
PROMISSORY NOTE
$262,500.00 Exton, PA
September 10, 1996
FOR VALUE RECEIVED, David M. Boucher, an individual residing in the
Commonwealth of Pennsylvania (the "Maker") hereby promises to pay to the order
of CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Holder"), at
such place as the Holder may designate from time to time in writing, the
principal sum of Two hundred sixty-two thousand five hundred dollars
($262,500.00) in lawful money of the United States of America, together with
interest on the outstanding principal balance hereunder as hereinafter provided.
This Promissory Note is made in connection with the purchase by Maker and the
sale by the Holder of shares of the common stock of the Holder (the "Shares")
pursuant to the terms of a Stock Purchase Agreement (the "Agreement"), dated the
date hereof, by and among the Maker and the Holder. Capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed to them
in the Agreement.
1. Payments of Interest and Principal. Payments of principal plus interest
shall be payable in accordance with the terms hereof. If not prepaid in full
prior thereto, the outstanding principal balance hereunder shall be paid in full
on the tenth (10th) anniversary of the date of this Note (the "Maturity Date").
Interest shall be payable on the unpaid principal hereof outstanding from time
to time at a rate equal to 7.25% per annum. Interest shall be payable annually,
in arrears, commencing on December 31, 1996, and continuing each year
thereafter, until the Maturity Date, with the final installment of interest, and
any other accrued and unpaid interest hereon, payable on the Maturity Date.
Interest shall be calculated on the basis of actual days elapsed over a 365-day
year and shall be payable until the Maturity Date or until this Note is prepaid
in full pursuant to the terms set forth below. All amounts payable hereunder
shall be paid by the Maker in lawful money of the United States of America, by
check or wire transfer (at the Maker's option), or any other method approved in
advance by the Holder at the place designated by the Holder in writing to the
Maker, in immediately available and freely transferable funds at such place of
payment. Notwithstanding anything herein to the contrary, the effective rate of
interest hereunder shall not exceed the maximum effective rate of interest
permitted by applicable law or regulation.
2. Prepayments.
a. The Maker may prepay at any time all or any portion of the sums due
hereunder without penalty or premium.
b. In the event that, from time to time, the Maker (or any person to
whom any of the Shares are transferred in accordance with Section 11(e) of the
Agreement) sells, transfers or conveys all or any portion of the Shares for
consideration, including without limitation to the Holder, the Maker shall
immediately thereafter prepay this Note to the extent of the net proceeds
realized by the Maker (or such other seller) upon such sale, transfer or
conveyance. For purposes
1
<PAGE>
hereof, "net proceeds" shall be defined as the gross proceeds realized by the
Maker (or such other seller), less only reasonable attorneys' fees and other
customary and usual transaction costs incurred by Maker (or such other seller)
in connection therewith.
c. In the event that, from time to time, the Maker (or any person to
whom any of the Shares are transferred in accordance with Section 11(e) of the
Agreement) shall receive cash dividends in respect of the Shares, the Maker
shall immediately thereafter prepay this Note to the extent of such dividends
received by the Maker (or such other seller).
d. Any prepayment hereunder shall be applied first to any accrued and
unpaid interest and then to principal in the inverse order of the due dates of
the installments thereof.
3. Events of Default. The occurrence of one or more of the following events
shall constitute an event of default hereunder (an "Event of Default"):
a. should there be any default in the payment of any installment of
principal and/or interest on any day whereon the same is payable as above
expressed, including without limitation, a mandatory prepayment pursuant to
Sections 2(b) or 2(c) hereof, and such default shall continue for a period of
five (5) days after written notice thereof from the Holder to the Maker; or
b. in the event that the Maker (i) makes an assignment for the benefit
of creditors, (ii) admits in writing his inability to pay his debts as they
become due, (iii) files a voluntary petition in bankruptcy, (iv) is adjudicated
as bankrupt or insolvent, (v) files any petition or answer seeking for himself
any relief under laws relating to reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law, or regulation, (vi) files any answer admitting or not
contesting the material allegation of a petition filed against the Maker in any
such proceeding, or (vii) seeks, consents to, or acquiesces in, the appointment
of any trustee, receiver, or liquidator of the Maker or of all or any
substantial part of the properties of the Maker; or
c. if, within 60 days after the commencement of an action against the
Maker seeking any relief under laws relating to reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under any
present or future statute, law or regulation, such action shall not have been
dismissed or all orders or proceedings under such action affecting the
operations or the business of the Maker stayed, or if the stay of any such order
or proceeding shall later be set aside, or if, within 60 days after the
appointment without the consent or acquiescence of the Maker of any trustee,
receiver, or liquidator of the Maker or of all or any substantial part of the
properties of the Maker, such appointment shall not have been vacated.
4. Remedies. Upon the occurrence of any Event of Default, the entire unpaid
principal sum hereunder plus any and all interest accrued thereon plus all other
sums due and payable to the Holder hereunder shall, at the option of the Holder,
become due and payable immediately. In the event that legal proceedings are
instituted to collect any amount due hereunder, the Maker agrees to pay the
Holder, in addition to the amount of the unpaid balance
2
<PAGE>
of principal and interest, all costs and expenses of such proceedings, including
reasonable attorney's fees. The remedies of the Holder provided herein and in
the Agreement, and the warrants of attorney herein or therein contained, shall
be cumulative and concurrent, and may be pursued singly, successively and
together at the sole discretion of the Holder, and may be exercised as often as
occasion therefor shall occur and the failure to exercise any such right or
remedy shall in no event be construed as a waiver or release of the same.
5. Non-Recourse. Notwithstanding the face amount hereof, or any other
provisions herein or in the Agreement, the Maker shall only be personally liable
under this Note for (a) an amount not to exceed twenty percent (20%) of (i) the
original face amount hereof, plus (ii) the aggregate amount of any interest
owing to the Holder form time to time hereunder, and (b) any amounts required to
be prepaid pursuant to Sections 2(b) and 2(c) hereof, and the Maker shall have
no other personal liability on account of this Note; provided that, in the event
that the Maker shall sell, transfer or convey all of the Shares to the Holder in
exchange for an amount that, together with all amounts paid to the Holder
pursuant to Section 5(b) hereof, does not equal or exceed the sum expressed in
Section 5(a) hereof, the Maker shall not be personally liable in respect hereof
for any additional amounts.
6. Notices. Notices of prepayment and all other notices to be given to the
Holder shall be given by overnight U.S. registered mail (return receipt
requested), overnight courier, or telecopier to the Holder at 102 Pickering Way,
Exton, Pennsylvania 19341, or at such other address as the Holder shall notify
the Maker thereof in writing.
7. Waivers. The Maker, to the extent permitted by law, waives and agrees
not to assert or take advantage of any of the following: (a) acceptance or
notice of acceptance of this Note by the Maker; (b) presentment and/or demand
for payment of this Note or any indebtedness or obligations hereby promised; and
(c) protest any notice of dishonor with respect to this Note or any indebtedness
or performance of obligations arising hereunder.
8. Exclusive Jurisdiction. Maker agrees that any action or proceeding
against him to enforce the Note shall be commenced in state or federal court in
the County of Chester in the Commonwealth of Pennsylvania, and Maker waives
personal service of process and agrees that a summons and complaint commencing
an action or proceeding in any such court shall be properly served and shall
confer personal jurisdiction if served in accordance with the notice provisions
set forth herein.
9. Severability. In the event that any provision of this Note is held to be
invalid, illegal or unenforceable in any respect or to any extent, such
provision shall nevertheless remain valid, legal and enforceable in all such
other respects and to such extent as may be permissible. Any such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Note, but this Note shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
3
<PAGE>
10. Transfer, etc.; Successors and Assigns. Neither the Maker nor the
Holder may assign or delegate any of its rights or obligations (as the case may
be) under this Note, except that the Holder may assign this Note to any
subsidiary or affiliate thereof.
11. Captions. The captions or headings of the paragraphs in this Note are
for convenience only and shall not control or affect the meaning or construction
of any of the terms or provisions of this Note.
12. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without reference
to conflict of laws principles.
IN WITNESS WHEREOF, the Maker has duly executed this Note the day and year
above first written.
Witness
/s/ David M. Boucher
- --------------------------------- ----------------------------------
DAVID M. BOUCHER
4
EXHIBIT 10.5
<PAGE>
PLEDGE AGREEMENT
This Pledge Agreement (the "Agreement") is made as of the 10th day of
September, 1996, by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania
corporation (the "Company") and David M. Boucher, a resident of the Commonwealth
of Pennsylvania ("Employee").
BACKGROUND
Pursuant to a Purchase Agreement, dated September 10, 1996, between the
Company and Employee, the Company sold to Employee 43.75 shares of the common
stock of the Company (the "Shares") in exchange for a limited recourse
promissory note of Employee, also dated September 10, 1996, in the original
principal amount of $262,500.00 (the "Note"). It was the intent of the parties
to the Purchase Agreement that the obligations of Employee under the Note be
secured by the grant of a security interest in the Shares. The parties hereto
desire to evidence such grant by the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants herein contained, and intending to be legally bound,
Employee and the Company hereby agree as follows:
ARTICLE 1
PLEDGE
1.1. Grant of Security Interest. Employee hereby assigns, pledges and
grants to the Company a security interest in the Shares, together with all
additions thereto, substitutions or exchanges therefor, proceeds thereof and
distributions thereon (which shall be referred to collectively herein as the
"Collateral"), as collateral security for the Note and for the payment and
performance of all indebtedness, liability and obligations of Employee to
Company (collectively, the "Obligations"), whether for principal, interest,
fees, expenses or otherwise, now existing or hereafter created or arising under
the Purchase Agreement, the Note and this Agreement (collectively, the
"Documents"), all on the terms and conditions set forth herein. The Obligations
shall include amounts for which Employee has no personal liability pursuant to
Paragraph 5 of the Note.
1.2. Limitations on Encumbrances. Prior to the full payment and performance
of the Obligations, Employee agrees not to create or permit to exist any lien,
security interest, or other charge or encumbrance upon or with respect to any of
the Collateral, except the security interest under this Agreement.
1.3. Additional Security. Prior to the full payment and performance of the
Obligations, the Company shall be entitled to receive, as additional Collateral
any and all additional shares of stock or any other property of any kind
distributable on or by reason of the Shares pledged hereunder, whether in the
form of or by way of stock dividends or otherwise, with the sole exception of
normal, regularly declared cash dividends. If any of such property, other than
such cash dividends, shall come into the possession or control of Employee,
Employee shall hold or control and forthwith transfer and deliver the same to
Company subject to the provisions hereof.
1.4. Rights Prior to a Default. So long as no default has occurred under
any of the Obligations or Documents and Employee is in full compliance with the
terms hereof:
<PAGE>
(a) Employee shall be entitled to receive and retain any normal,
regularly declared cash dividends paid on the Shares pledged hereunder.
(b) Employee may exercise all voting rights, if any, pertaining to the
Shares for any purpose.
1.5. Further Assurances. Employee shall take all actions (and execute and
deliver from time to time all instruments and documents) necessary or
appropriate or reasonably requested by Company, to continue the validity,
enforceability and perfected status of the pledge of the Shares hereunder.
1.6 No Obligations. The Company shall be under no obligation to take any
actions and shall have no liability (except for negligence or willful
misconduct) with respect to the preservation or protection of the pledged Shares
or any underlying interests represented thereby as against any prior or other
parties.
1.7. Extensions, etc. Employee agrees that the Company, at any time and
without affecting its rights in the pledged Shares and without notice to
Employee, may grant any extensions, releases or other modifications of any kind
respecting the Documents, Obligations and any collateral security therefor and
Employee, except as otherwise provided herein or in the Documents, waives all
notices of any kind in connection with the Obligations, the Documents and any
changes therein or defaults or enforcement proceedings thereunder, whether
against Employee or any other party. Employee hereby waives any rights it has at
equity or in law to require the Company to apply any rights of marshaling or
other equitable doctrines in the circumstances.
1.8. Default. After the occurrence of an Event of Default (as defined in
the Note) or if any agreement of Employee hereunder is breached or proves to be
false (a "Default"):
(a) The Company may transfer or cause to be transferred any of the
pledged Shares into its own or a nominee's or nominees' names.
(b) The Company shall be entitled to receive and apply in payment of
the Obligations any cash dividends or other payment on the pledged Shares.
(c) The Company shall be entitled to exercise in the Company's
discretion all voting rights, if any, pertaining thereto and in connection
therewith and at the written request of the Company, Employee shall execute any
appropriate dividend, payment or brokerage orders or proxies.
(d) Employee shall take any action necessary or required or reasonably
requested by the Company, in order to allow the Company fully to enforce the
pledge of the Shares hereunder and realize thereon to the fullest possible
extent, including but not limited to the filing of any claims with any court,
liquidator or trustee, custodian, receiver or other like person or party.
(e) The Company shall have all the rights and remedies granted or
available to it hereunder, under the Uniform Commercial Code as in effect from
time to time in Pennsylvania, under any other statute or the common law, or
under any of the Documents, including the right to sell the pledged Shares or
any portion thereof at one or more public or private sales upon ten (10) days'
written notice and to bid thereat or purchase any part or all thereof in its own
or a nominee's or nominees' names, free and clear of any equity or redemption;
and to apply the net proceeds of the sale, after
<PAGE>
deduction for any expenses of sale, including the payment of all the Company's
reasonable attorneys' fees in connection with the Obligations and the sale, to
the payment of the Obligations in any manner or order which the Company in its
sole discretion may elect, without further notice to or consent of Employee and
without regard to any equitable principles of marshalling or other like
equitable doctrines.
1.9. Appointments Attorney-in-Fact. Effective upon the occurrence of a
Default, Employee hereby irrevocably appoints Company as its attorney-in-fact to
execute, deliver and record, if appropriate, from time to time any instruments
or documents in connection with the Collateral, in Employee or the Company's
names.
1.10. Duration of Provisions. The provisions of this Agreement shall remain
in full force and effect until the payment and satisfaction in full of the
Obligations.
ARTICLE 2
MISCELLANEOUS
2.1. Entire Agreement; Amendments. This Agreement, together with the Note
and the Purchase Agreement, constitute the entire understanding among the
parties hereto with respect to the subject matter contained herein and
supersedes any prior understandings and agreements among them respecting such
subject matter. In the event of any inconsistency between this Agreement shall
control.
2.2. Headings. The headings in this Agreement are for convenience of
reference only and shall not affect its interpretation.
2.3. Gender; Number. Words of gender may be read as masculine, feminine, or
neuter, as required by context. Words of number may be read as singular or
plural, as required by context.
2.4. Severability. If any provision of this Agreement is held illegal,
invalid, or unenforceable, such illegality, invalidity, or unenforceability will
not affect any other provision hereof. This Agreement shall, in such
circumstances, be deemed modified to the extent necessary to render enforceable
the provisions hereof.
2.5. Waiver. The failure of any party hereto to insist upon strict
performance of any of the terms or conditions of this Agreement will not
constitute a waiver of any of its rights hereunder.
2.6. Assignment. No party hereto may assign any of its rights or delegate
any of its obligations hereunder without the prior written consent of the other
parties hereto.
2.7. Successors and Assigns. This Agreement binds, inures to the benefit
of, and is enforceable by the successors and assigns of the parties hereto, and
does not confer any rights on any other persons or entities.
2.8. Governing Law. This Agreement shall be construed and enforced in
accordance with the law of the Commonwealth of Pennsylvania.
2.9. Counterparts. This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be
<PAGE>
deemed to be an original and all of which counterparts taken together shall
constitute but one and the same instrument.
2.10. Personal Liability. Notwithstanding anything herein contained to the
contrary, Employee shall only be personally liable under the Note and this
Agreement to the extent set forth in Paragraph 5 of the Note.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
ATTEST: CHEMICAL LEAMAN CORPORATION
By: By: /s/ Eugene C. Parkerson
---------------------------- -----------------------------
Title Title:
Witness:
/s/ David M. Boucher
- ------------------------------- ---------------------------------
DAVID M. BOUCHER
EXHIBIT 10.6
<PAGE>
[LOGO] CHEMICAL LEAMAN CORPORATION
102 Pickering Way o Exton, Pennsylvania 19341-0200
DAVID M. BOUCHER
Senior Vice President
Chief Financial Officer
610-363-4215 Direct Dial
610-363-4233 Facsimile
September 10, 1996
Eugene C. Parkerson
c/o Chemical Leaman Corporation
102 Pickering Way
Exton, Pennsylvania 19341
Dear Mr. Parkerson:
You are currently the holder of an option to purchase up to 50 shares of
the common stock of Chemical Leaman Corporation (the "Company") at a price of
$2,400 per share. In exchange for your agreement to cancel this option as set
forth below, we have agreed as follows:
1. The option referenced above is hereby canceled and shall be of no
further force or effect, effective as of the date hereof, notwithstanding any
agreements, instruments or other writings, if any, evidencing the aforesaid
option. In furtherance and not in limitation of the foregoing, that certain
Agreement dated as of August 15, 1994 by and between the Company and you is
hereby terminated in its entirety as of the date hereof. Neither the Company nor
you shall have any continuing rights or obligations with respect to such
Agreement.
2. As consideration for the foregoing, the Company will pay you a bonus of
$180,000 the proceeds of which shall be disbursed as set forth in 4. below
3. The Company will on the date hereof grant you the right to purchase
58.25 shares of Chemical Leaman Corporation stock at a price per share of $6,000
pursuant to the terms of a Stock Purchase Agreement and related Promissory Note,
copies of which are attached hereto.
4. The aggregate purchase of the shares purchaseable pursuant to 3. above
will be $349,500 which amount will be paid for by the delivery by you to the
Company of the aforesaid Promissory Note. You will apply the after tax proceeds
of the bonus referenced in 2. above as a reduction of amounts owing in respect
of such Promissory Note. You and the Company will mutually agree on the amount
of such after tax proceeds, which amount the Company will retain as a prepayment
under such Promissory Note.
Please acknowledge your acceptance of these terms and conditions by
executing this letter where indicated on the following page.
<PAGE>
CHEMICAL LEAMAN CORPORATION
By: /s/ David M. Boucher
--------------------------------------
David M Boucher, Senior Vice President
Accepted and Agreed, this 10th day of
September, 1996:
/s/ Eugene C. Parkerson
------------------------------------------
Eugene C Parkerson
<PAGE>
AGREEMENT
THIS AGREEMENT (the "Agreement ") is made as of this 15th day of August,
1994 by and between Chemical Leaman Corporation, a Pennsylvania corporation (the
"Company"), and Eugene C. Parkerson (the "Grantee").
WITNESSETH:
WHEREAS, prior to the date hereof the Company has granted to the Grantee an
option (the "Option") to purchase up to 10,000 shares (the "Option Shares") of
the Company's common stock, par value of Two Dollars and Fifty Cents ($2.50) per
share (the "Common Stock") at an exercise price (the "Exercise Price") equal to
Twelve Dollars ($12.00) per share; and
WHEREAS, as of the date hereof, such Option is exercisable and has not been
exercised by the Grantee; and
WHEREAS, the Board of Directors of the Company has approved a project (the
"Reverse Share Split") pursuant to which, inter alia, each Two Hundred (200)
shares of Common Stock that are issued and outstanding on September 10, 1994
shall be converted on September 15, 1994 (the "Effective Date") into one (1)
share of Common Stock; and
WHEREAS, in order to effect the Reverse Share Split, the parties hereto
desire to amend the Option in the manner set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound, the parties hereto agree as follows:
1. Acknowledgement of Option. The parties hereto hereby acknowledge and
agree that on the date hereof (i) the Option is exercisable and unexercised and
(ii) the Option Shares represent all of the shares of Common Stock subject to
any issued, exercisable and unexercised options, including without limitation
the Option, granted by the Company to the Grantee, whether by written or verbal
agreement between the Company and the Grantee or otherwise.
2. Amendment of Option. Notwithstanding any provision of the Option to the
contrary, the parties hereto hereby agree that on the Effective Date (i) the
number of Option Shares subject to the Option shall be reduced to Fifty (50)
shares of the Common Stock, and (ii) the Exercise Price
<PAGE>
under the Option shall be increased to Two Thousand Four Hundred Dollars
($2,400) per share.
3. Confirmation of Option. As amended by this Agreement, the Option is in
all respects ratified and confirmed. In the event of any conflict between the
provisions of this Agreement and the terms and provisions of the Option, the
provisions of this Agreement shall prevail.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
CHEMICAL LEAMAN CORPORATION
By: /s/ David M. Boucher
---------------------------------
Title
/s/ Eugene C. Parkerson
-------------------------------------
Eugene C. Parkerson
EXHIBIT 10.7
<PAGE>
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS
AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND FROM EXEMPTIONS FROM
REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THESE
SECURITIES IS RESTRICTED BY SUCH LAWS AND THE TERMS OF THIS AGREEMENT AND
MAY NOT BE SOLD, OFFERED, TRANSFERRED OR OTHERWISE DISPOSED OF FOR VALUE
EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE LAWS
AS MAY BE APPLICABLE, OR AN EXEMPTION THEREFROM TOGETHER WITH AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR
STATE AGENCY OR AUTHORITY HAS PASSED ON, RECOMMENDED OR ENDORSED THE MERITS
OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PENNSYLVANIA SECURITIES LAWS GENERALLY PROHIBIT PENNSYLVANIA RESIDENTS FROM
SELLING THESE SECURITIES FOR A MINIMUM OF TWELVE MONTHS AFTER THE DATE OF
PURCHASE.
================================================================================
PURCHASE AGREEMENT
BETWEEN
CHEMICAL LEAMAN CORPORATION
AND
EUGENE C. PARKERSON
September 10, 1996
================================================================================
-1-
<PAGE>
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT, dated September 10, 1996, is by and between
CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation with offices at 102
Pickering Way, Exton, PA 19341-0200 (the "Company") and Eugene C. Parkerson, an
individual residing in the Commonwealth of Pennsylvania (the "Employee").
BACKGROUND
Employee desires to purchase 58.25 shares of the common stock of the
Company, par value $2.50 per share (the "Shares") from the Company and the
Company desires to sell the Shares to Employee, and in connection therewith, the
Company and Employee each desire to set forth certain limitations relating to
the Shares, any other securities of the Company or any of its subsidiaries or
affiliates (the "Affiliated Securities") and any Rights (as defined in Section 7
hereof) relating to securities of the Company or any of its subsidiaries or
affiliates (collectively, the "Company Affiliates") held by Employee, all upon
the terms and subject to the conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
1. Purchase and Sale of the Shares. Subject to the terms and conditions set
forth herein, Employee hereby subscribes for and agrees to purchase from the
Company and the Company hereby agrees to sell to Employee, on the date hereof,
the Shares.
2. Purchase Price. As full payment for the Shares, on the date hereof,
Employee shall pay to the Company an amount equal to Six thousand dollars
($6,000.00) per Share, for an aggregate purchase price of Three hundred
forty-nine thousand five hundred dollars ($349,500.00) (the "Purchase Price")
by the delivery to the Company of (a) a cash payment of $100,656.00 and (b) a
promissory note in the aggregate principal amount of $248,844.00 in
substantially the form attached hereto as Exhibit A (the "Note").
Notwithstanding anything herein contained to the contrary, Employee shall only
be personally liable under the Note and this Section 2 to the extent set forth
in Paragraph 5 of the Note.
3. Gross-Up Bonus. For so long as Employee is employed by the Company on
the date that an interest payment is due and is paid to the Company under the
Note, the Company shall pay to Employee, contemporaneously with the payment of
such interest payment, a bonus (the "Bonus") in an amount equal to (i) the
amount of such interest payment, plus (ii) the amount required to enable
Employee to pay any Federal, state or other applicable taxes on such Bonus.
-2-
<PAGE>
4. Representations and Warranties of the Company. The Company represents
and warrants as follows:
a. The Company is a corporation duly organized, validly existing, and in
good standing under the laws of the Commonwealth of Pennsylvania, and has full
corporate power and authority to carry on its business as it is now being
conducted and to own and operate the properties and assets now owned and
operated by it.
b. The Company has the power and authority to execute, deliver and
perform this Agreement. The Agreement is a valid and binding obligation of the
Company, enforceable in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws
affecting the enforcement of creditors' rights generally.
c. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby and thereby do not and will
not contravene any provision of the Articles of Incorporation or Bylaws of the
Company; nor violate, be in conflict with, or constitute a default under, cause
the acceleration of any payments pursuant to, or otherwise impair the good
standing, validity or effectiveness of any agreement, contract, indenture,
lease, or mortgage, or subject any property or asset of the Company to any
indenture, mortgage, contract, commitment, or agreement, other than this
Agreement, to which the Company is a party or by which the Company or any of its
assets is bound; or violate any provision of law, rule, regulation, order,
permit, or license to which the Company is subject.
d. Upon issuance thereof, the Shares will be validly issued and
outstanding, fully paid and nonassessable, not subject to preemptive or any
other similar rights of the shareholders of the Company or others and will be
free and clear of any and all liens and encumbrances (except for any
restrictions imposed by this Agreement, by the Applicable Laws (as hereinafter
defined) or by the Securities Act of 1933, as amended (the "Securities Act").
5. Representations and Warranties of the Employee. The Employee hereby
represents, warrants, acknowledges and/or agrees as follows:
a. The Employee is acquiring the Shares solely for his own account, for
investment purposes, and not with a view to resale or distribution of all or any
part thereof. The Employee has no present arrangement, understanding or
agreement for transferring or disposing of all or any part of the Shares. The
Employee will not sell, transfer or otherwise dispose of any of his Shares, in
any manner, unless at the time of any such transfer: (a) a Registration (as
hereinafter defined) under the Securities Act and under the Applicable Laws is
in effect with respect to the Shares to be sold, transferred or disposed of, and
the Employee complies with all of the requirements of the Securities Act and the
Applicable Laws with respect to the proposed transaction; or (b) the Employee
has obtained and has provided to the Company an opinion from counsel reasonably
satisfactory to the Company (as to both the
-3-
<PAGE>
counsel rendering such opinion and the substance of the opinion) that the
proposed sale, transfer or disposition does not require Registration under the
Securities Act or the Applicable Laws. As used herein: the term "Registration"
means registration under the Securities Act and, with respect to the Applicable
Laws, such registration thereunder (or, with respect to any of the Applicable
Laws which do not provide for registration, such compliance therewith which is
similar to registration) which has then resulted in statutory or administration
authorization for the proposed transaction; and the term "Applicable Laws" means
any applicable state securities laws and any other applicable law.
b. The Employee has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of an
investment in the Shares and to form an investment decision with respect
thereto. Prior to the execution of this Agreement, the Employee and his
advisers, if any, have received and carefully read the Company's current
quarterly and last annual audited financial statements. The Employee and his
advisers, if any, have also made such other investigation, review, examination
and inquiry concerning the Company and its business and affairs as they have
deemed appropriate; and the Employee and his advisers, if any, have been offered
the opportunity to ask such questions and obtain such additional information
concerning the Company and its business and affairs as they have requested so as
to understand the nature of the investment in the Shares, including, without
limitation, the merits and risks thereof, and to verify the accuracy of the
information obtained as a result of such investigation.
c. The Employee has received and carefully read the Company's financial
statements for the years ended December 31, 1996 and December 31, 1995. Other
than as may be set forth herein, the Employee has not received any other written
material or oral representation of any person with respect to the Company or
this Agreement. Further, the Employee has had the opportunity to ask questions
of, and receive answers from, officers and directors of the Company and persons
acting on its behalf concerning the terms and conditions of this Agreement. The
Employee has received sufficient information relating to the Company to enable
her to make an informed decision with respect to Employee's investment in the
Company.
d. The Employee has adequate net worth and means of providing for his
current needs and personal contingencies and can afford to sustain a complete
loss of the Employee's investment in the Company. The Employee recognizes that
an investment in the Company is speculative and involves certain risks, and the
Employee has taken full cognizance of and understands and can evaluate all of
the risks of the investment in the Shares. The Employee acknowledges that these
risks include, without limitation, the following:
(1) The Company and its operations are subject to all the risks
inherent in the establishment and growth of a business in the trucking industry.
The likelihood of the success of the Company must be considered in light of the
problems, complications and delays frequently encountered in connection with the
trucking industry. There can be no assurance that the Company will operate at a
profit.
-4-
<PAGE>
(2) The Shares represent a minor portion of the outstanding capital
stock of the Company. Thus, it can be expected that the current majority owners,
by virtue of their percentage share ownership, will continue to have the
unrestricted ability to determine the composition of the Board of Directors and
the policies of the Company.
(3) It is highly unlikely that dividends will be paid with respect to
the Shares. Moreover, there can be no assurance that the operations of the
Company will generate sufficient revenues to enable the Company to declare or
pay dividends on or make distributions with respect to the Shares, or that such
dividends shall be permitted by the terms of the Company's credit facility with
its senior lender.
(4) The Employee recognizes that:
(a) The existing shareholders of the Company (i.e., those who have
been issued capital stock prior to the date hereof) have paid different amounts
per share for their shares of common stock.
(b) The Company does not represent nor has it been implied that
any of the Shares can be resold at the offering price.
(c) The Employee acknowledges that no Federal, state or foreign
agency has passed upon, approved, recommended or endorsed the merits of the
Shares for investment, or for any other purpose.
e. The Employee understands that the Shares are being offered and sold in
reliance on specific exemptions from the registration requirements of Federal
and state law and that the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings set
forth herein in order to determine the applicability of such exemptions and the
suitability of the Employee to acquire the Shares.
f. The Employee understands that (i) there is no established market for the
Shares, nor is any such market expected to develop, and (ii) neither the Company
nor any other person has any obligation or intention to effect the Registration
of the Employee's Shares for sale, transfer or disposition by the Employee under
the Securities Act or the Applicable Laws, or to take any action or provide any
information (including, without limitation, the filing of reports or the
publication of information required by Rule 144 under the Securities Act) which
would make available any exemption from the Registration requirements of the
Securities Act or the Applicable Laws. The Employee must therefore hold his
Shares indefinitely unless a subsequent Registration or exemption therefrom is
available and is obtained.
g. The Employee understands that he is not entitled to cancel, terminate or
revoke this subscription, except as may otherwise be set forth in this Section
5.
-5-
<PAGE>
h. (1) If the Employee is a Pennsylvania resident, the Employee has
received and read the notice of his right to withdraw under certain
circumstances his subscription for Shares hereunder. The Employee represents
that he understands that, in accepting an offer made pursuant to this Agreement
to purchase Shares hereby, the Employee may elect, within two business days
after the Company is in receipt of this executed Agreement, to withdraw from the
Agreement and receive a full refund of all monies paid for the Shares. Such
withdrawal will be without any further liability to the Employee. To accomplish
this withdrawal, the Employee need only send a letter or a telegram to the
Company indicating his intention to withdraw. If a letter is sent, the Employee
understands that it should be sent by registered or certified mail, return
receipt requested, to ensure that it is received and also to evidence the date
on which it is mailed. If the Employee orally requests to withdraw, he should
ask for written confirmation that the request has been received.
(2) The Employee also agrees that he will not sell any of the Shares
acquired hereby within twelve months from the date of purchase except in
accordance with the requirements of the Pennsylvania Securities Act of 1972, as
amended, as well as the Securities Act.
i. No broker or finder has acted for the Employee in connection with his
purchase of the Shares and no broker or finder is entitled to any broker's or
finder's fees or other commissions in connection therewith based on agreements
between the Employee and any broker or finder.
j. The Employee is a resident of the Commonwealth of Pennsylvania. If an
individual, the Employee is a citizen of the United States of America, is at
least 21 years of age, and has the legal capacity to execute, deliver and
perform this Agreement.
k. All information which the Employee has provided to the Company
concerning such Employee, such Employee's financial position and such Employee's
knowledge of financial and business matters, including all information contained
herein, is true and complete as of the date hereof.
l. Appropriate restrictive endorsement(s) will be placed upon the
certificates evidencing the Shares subscribed to hereby to reflect the foregoing
and that the Company will give appropriate stop transfer instructions to the
person(s) in charge of the transfer of the Employee's Shares.
6. Restrictive Legend. Stock Certificates representing the Shares issued to
the Employee pursuant hereto shall bear the following legends:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE PLEDGED,
HYPOTHECATED, SOLD
-6-
<PAGE>
OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES
LAWS OR A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH PLEDGE, HYPOTHECATION, SALE OR TRANSFER IS EXEMPT THEREFROM UNDER ANY
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.
THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES BY
ACCEPTANCE HEREOF THAT SUCH HOLDER WILL NOT SELL ANY OF SUCH SECURITIES
WITHIN TWELVE MONTHS FROM THE DATE OF THE PURCHASE THEREOF EXCEPT IN
ACCORDANCE WITH THE REQUIREMENTS OF THE PENNSYLVANIA SECURITIES ACT OF 1972,
AS AMENDED.
7. Termination of Options, Warrants and other Rights. Employee hereby
cancels and terminates in all respects any and all Rights that may be held by
Employee on the date hereof (collectively, the "Terminated Rights"). On the date
hereof, Employee has delivered to the Company for cancellation any original
documents in Employee's control or possession evidencing or representing any
such Terminated Rights. Employee hereby releases the Company, the Company
Affiliates, their respective directors, officers, employees and agents, and
their respective successors and assigns, from any liability to Employee
whatsoever relating to, arising out of, or in connection with, such Terminated
Rights. The foregoing provisions shall not be construed to limit the ability of
the Company to grant or issue to Employee, after the date hereof, any similar
rights to acquire any capital stock or other securities of the Company and/or
the Company Affiliates, including options or warrants. For purposes of this
Agreement, "Rights" shall mean any contracts, subscriptions, calls, rights to
convert, commitments or rights of any character or kind, including without
limitation, options or warrants, to purchase or otherwise acquire or to require
the Company and/or the Company Affiliates, to issue any capital stock or other
securities of the Company and/or any other Affiliated Securities.
8. Mandatory Company Obligation to Repurchase Shares at Premium On
Occurrence of Certain Events.
a. In the event (i) that the Employee shall die ("Death"), (ii) of the
disability of the Employee such that Employee is unable to perform his or her
duties and responsibilities to the Company or any Company Affiliate to the full
extent required by reasons of illness, injury or incapacity for a period of more
than one hundred twenty (120) consecutive days or more than two hundred seventy
(270) days, in the aggregate, during any three hundred sixty-five (365) day
period ("Disability"), or (iii) Employee shall retire at reaching 65 years of
age (or at such earlier age as may be agreed by Employee and the Company)
("Retirement" and together with Death and Disability, collectively the "Section
8 Events"), the Company shall (unless otherwise prevented by law) redeem all of
the Shares owned by the Employee at the time of such Section 8 Event. The
purchase price for the Shares so redeemed pursuant to the
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<PAGE>
provisions of this Section 8 shall be equal to the greater of (x) the price paid
for such Shares by the Employee, and (y) the fair market value of such Shares,
which shall be mutually agreed upon by the Employee and Company; provided that,
in the event the Employee and Company cannot agree upon the fair market value
for such Shares within thirty (30) days following the Section 8 Event in
question, the fair market value of such Shares shall be determined by appraisal
(pursuant to Sections 8(b) and 8(c) hereof).
b. Such appraisal shall be conducted by an independent investment banking
firm engaged by Company and agreed upon by the Employee (or Employee's personal
representative or executor, if applicable); provided, however, that if the
Company and Employee (or Employee's personal representative or executor, if
applicable) cannot agree on an appraiser within forty (40) days following the
Section 8 Event in question, each of the Company and Employee (or Employee's
personal representative or executor, if applicable) shall within five (5) days
thereafter select one appraiser, and such appraisers shall mutually agree within
forty five (45) days thereafter upon the value of such Shares; and further
provided, if such appraisers cannot mutually agree upon the value of such
Shares, the appraisers shall (on or prior to such forty fifth (45th) day)
mutually agree upon a third appraiser, which third appraiser shall determine, in
its sole discretion, the value of such Shares. The Company shall be responsible
for all of the costs of such appraisal. Any time periods set forth in this
Section 8 shall be adjusted in order to account for any delay caused by such
appraisal.
c. If the determination of the fair market value of the Shares by the
appraiser(s) depends on or takes into account the net income or projected net
income of the Company for any prior or future period, the appraiser(s) shall be
directed to exclude from such net income or projected net income any amounts
paid or projected to be paid to or for the benefit of David R. Hamilton and to
George McFadden in excess of their base salary and consulting fees and other
base compensation, if any.
d. Settlement for the purchase of such Shares by the Company pursuant to
this Section shall be made within one (1) year following the date of the Section
8 Event, unless the Company for any reason is legally prohibited from redeeming
any of those Shares, in which case the Company shall thereafter redeem such
shares on the earliest date(s) on which the Company is no longer so prohibited
from redeeming such Shares, or unless the Company has not obtained all required
third party consents to such purchase, in which case settlement shall occur as
promptly as practicable following the date that the Company shall obtain such
consents. The Company hereby agrees to use its best efforts to obtain all such
requisite third party consents. All settlements for the purchase and sale of
such Shares shall, unless otherwise agreed to by the Company and Employee (or
Employee's personal representative or executor, if applicable), be held at the
principal offices of the Company during regular business hours. The precise date
and hour of settlement shall be fixed by the Company (within the time limits
allowed by the provisions of this Section) by notice in writing to Employee (or
Employee's personal representative or executor, if applicable) given at least
five (5) days in advance of the settlement date specified. At settlement, the
Shares being sold shall be delivered by Employee
-8-
<PAGE>
(or Employee's personal representative or executor, if applicable) to the
Company, duly endorsed for transfer or with executed stock powers attached, with
any necessary documentary and transfer tax stamps affixed by Employee.
9. Mandatory Company Obligation to Repurchase Shares at Premium On
Occurrence of Other Events.
a. In the event that (i) the Employee voluntarily resigns from the
Company or a Company Affiliate, as the case may be (except as set forth in
Section 10 below) or (ii) the Employee is terminated without Cause (as defined
below) (any of the foregoing, a "Section 9 Event"), the Company shall (unless
otherwise prevented by law), redeem up to all of the Shares owned by the
Employee at the time of such Section 9 Event. The purchase price for any Shares
redeemed pursuant to the provisions of Section 9(a)(i) hereof shall be equal to
(x) the greater of the price paid by the Employee for each such Share, and (y)
an amount equal to two-thirds of the fair market value of such Shares (as
determined in accordance with the provisions of Section 8 hereof). The purchase
price for any Shares redeemed pursuant to the provisions of Section 9(a)(ii)
hereof shall be equal to the greater of (r) the price paid by the Employees for
each such Share, and (s) the fair market value of such Shares (as determined in
accordance with the provisions of Section 8 hereof.
b. Settlement for the purchase of such Shares by the Company pursuant to
this Section shall be made within one (1) year following the date of the Section
9 Event, unless the Company for any reason is legally prohibited from redeeming
any of those Shares, in which case the Company may thereafter redeem such shares
on the earliest date(s) on which the Company is no longer so prohibited from
redeeming such Shares, or unless the Company has not obtained all required third
party consents to such purchase, in which case settlement shall occur as
promptly as practicable following the date that the Company shall obtain such
consents. The Company hereby agrees to use its best efforts to obtain all such
requisite third party consents. Settlement for the purchase and sale of such
Shares shall, unless otherwise agreed to by the Company and Employee, be held at
the principal offices of the Company during regular business hours. The precise
date and hour of settlement shall be fixed by the Company (within the time
limits allowed by the provisions of this Section) by notice in writing to
Employee given at least five (5) days in advance of the settlement date
specified. At settlement, the Shares being sold shall be delivered by Employee
to the Company, duly endorsed for transfer or with executed stock powers
attached, with any necessary documentary and transfer tax stamps affixed by
Employee in exchange for the purchase price therefor.
10. Optional Company Right to Repurchase Shares for Purchase Price Thereof.
a. In the event (each of the following, a "Section 10 Event") that the
Employee's employment with the Company or a Company Affiliate shall cease as a
consequence of (a) the Employee's willful or gross malfeasance or gross
misconduct with respect to the Company or a Company Affiliate, including without
limitation, fraud, embezzlement, theft or proven dishonesty in the course of his
employment or (b) Employee's conviction of a felony (the
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<PAGE>
events described in subsections (a) and (b), collectively, "Cause"), the Company
may (unless otherwise prevented by law), at its option, upon written notice
thereof given within 30 days of such Section 10 Event and upon the tender of
payment therefor, redeem all of the Shares owned by the Employee at the time of
such Section 10 Event. The purchase price for any Shares so redeemed pursuant to
the provisions of this Section 10 shall be equal to the price paid by the
Employee for such Shares.
b. Settlement for the purchase of such Shares by the Company pursuant to
this Section shall be made within one (1) year following the date of the Section
10 Event, unless the Company for any reason is legally prohibited from redeeming
any of those Shares, in which case the Company may thereafter redeem such shares
on the earliest date(s) on which the Company is no longer so prohibited from
redeeming such shares, or unless the Company has not obtained all required third
party consents to such purchase, in which case settlement shall occur as
promptly as practicable following the date that the Company shall obtain such
consents. All settlements for the purchase and sale of such Shares shall, unless
otherwise agreed to by the Company and Employee, be held at the principal
offices of the Company during regular business hours. The precise date and hour
of settlement shall be fixed by the Company (within the time limits allowed by
the provisions of this Section) by notice in writing to Employee given at least
five (5) days in advance of the settlement date specified. At settlement, the
Shares being sold shall be delivered by Employee to the Company, duly endorsed
for transfer or with executed stock powers attached, with any necessary
documentary and transfer tax stamps affixed by Employee.
11. Company Purchase Option.
a. Employee shall not (either during or following Employee's employment
with the Company) transfer, sell, donate, pledge or otherwise dispose of or
encumber (collectively, "Transfer") any Shares except as provided in this
Section 11.
b. In the event Employee (either during or following Employee's
employment with the Company) desires to in any way directly or indirectly,
Transfer, either voluntarily or involuntarily, all or any portion of his Shares,
Employee shall first obtain a bona fide written offer which he desires to accept
(hereinafter called the "Offer") to purchase the Shares which he desires to sell
("Offered Shares"). Employee shall then provide written notice to the Company of
such desire which notice shall set forth the price per share for the Offered
Shares set forth in the Offer, and the other terms and conditions upon which
Employee shall sell the Offered Shares. The purchase price payable by the
Company for such Offered Shares shall be equal to the price per Share paid by
the Employee for such Shares.
c. For a period of fifteen (15) days after the delivery to the Company
of notice of the Offer, the Company shall have the option, exercisable by
written notice to Employee, to purchase the Offered Shares for the purchase
price set forth above. If the Company does not exercise its option to purchase
the Offered Shares within the applicable fifteen (15) day period, the Company's
option to purchase the Offered Shares shall terminate and Employee shall have
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<PAGE>
the right to sell the Offered Shares to the third party making the Offer at a
purchase price not less than the purchase price set forth in the Offer and
substantially in accordance with the other terms and conditions of the Offer;
provided, however, that if a Transfer to such third party is not consummated
within ninety (90) days after the expiration of the foregoing fifteen (15) day
period at a purchase price not less than the purchase price set forth in the
Offer and substantially in accordance with the other terms and conditions of the
Offer, Employee shall not be entitled to Transfer the Offered Shares unless a
new Offer is obtained and the Offered Shares are then reoffered to the Company
in accordance with the foregoing procedures of this Section.
d. Settlement for the purchase of Offered Shares by the Company pursuant
to this Section shall be made within thirty (30) days following the date of
exercise of the option. Settlements for the purchase and sale of Offered Shares
shall, unless otherwise agreed to, be held at the principal offices of the
Company during regular business hours. The precise date and hour of settlement
shall be fixed by the Company (within the time limits allowed by the provisions
of this Agreement) by notice in writing to Employee given at least five (5) days
in advance of the settlement date specified. At settlement, the Offered Shares
being sold shall be delivered by Employee to the Company, duly endorsed for
transfer or with executed stock powers attached, with any necessary documentary
and transfer tax stamps affixed by Employee.
e. This Section shall not apply to a transfer of Shares by Employee to
his spouse, parents, siblings or lineal descendants or any such persons or to a
trust for the benefit of any of the foregoing (including trusts for such
Employee's benefit); provided, that any such transferee shall agree in writing
to be bound by, and to comply with, all applicable provisions of this Agreement;
provided, further, that any shares so transferred shall be held by the
transferee subject to the rights, obligations, sale/repurchase rights and other
burdens which would be imposed on Employee with respect to such Shares as if he
had not transferred the shares.
f. In connection with, and as a condition of, permitting any Transfer or
delivery of stock certificates under this Section, the Company may require
Employee to pay to it a sufficient sum to enable it to pay, or to reimburse it
for any payment made in respect of, any stamp tax or other governmental charge
in connection with such transfer or delivery.
g. The provisions of this Section 11 shall remain in full force and
effect until the closing of the first public offering of the Company's common
stock after the date hereof.
12. Noncompetition: Non-Solicitation; Proprietary Information; Property.
a. The Employee shall not, during all times (the "Term") that he is
employed or retained by, or otherwise associated with, the Company or a Company
Affiliate and for a period of twelve months thereafter (the "Restricted
Period"), do any of the following directly or indirectly without the prior
written consent of the Company:
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<PAGE>
(1) engage or participate in any business activity competitive with
the Company's business, or the business of any of the Company Affiliates, as
same are conducted during the Term with respect to any period during the Term,
or upon the termination of the Term with respect to the balance of the
Restricted Period (the "Business");
(2) become interested in (as owner, stockholder, lender, partner,
co-venturer, director, officer, employee, agent, consultant or otherwise) any
person, firm, corporation, association or other entity engaged in any business
that is competitive with the Business during the Term or the balance of the
Restricted Period, or become interested in any portion of the business of any
person where such portion of such business is competitive with the Business
during the Term or the balance of the Restricted Period. Notwithstanding the
foregoing, Employee may hold not more than one percent (1%) of the outstanding
securities of any class of any publicly-traded securities of a company that is
so engaged.
b. Employee shall not, during the Term and for the balance of the
Restricted Period, do any of the following, directly or indirectly, without the
prior written consent of the Company:
(1) solicit, call on, or in any way contact, either directly or
indirectly, whether on behalf of Employee or any other person, any account,
client, customer or supplier with whom (or which) the Company or a Company
Affiliate shall have dealt at any time during the Term or for the two (2) year
period immediately preceding the Term;
(2) influence or attempt to influence any supplier, customer or
potential customer of the Company or a Company Affiliate to terminate or modify
any written or oral agreement or course of dealing with the Company or a Company
Affiliate;
(3) employ or retain, or arrange to have any other person or entity
employ or retain, any person who shall have been employed or retained by the
Company or a Company Affiliate as an employee, consultant, agent, distributor or
in a similar such capacity at any time during the Term; or
(4) influence or attempt to influence any such person to terminate or
modify his employment, consulting, agency, distributorship or other arrangement
with the Company or a Company Affiliate.
c. (1) Employee recognizes and acknowledges that the Proprietary
Information (as hereinafter defined) is a valuable, special and unique asset of
the business of the Company. As a result, both during the Term and thereafter,
Employee shall not, without the prior written consent of the Company, for any
reason either directly or indirectly divulge to any third-party or use for his
own benefit, or for any purpose other than the exclusive benefit of the Company,
any confidential, proprietary, business and technical information or trade
secrets of the Company or of any Company Affiliate ("Proprietary Information")
revealed, obtained or developed in the course of his retention with the Company
or Company Affiliate.
-12-
<PAGE>
Such Proprietary Information shall include, but shall not be limited to, any
information relating to research, computer codes or instructions, costs,
business studies, business procedures, finances, marketing data, methods, plans
and efforts, the identities of customers, contractors and suppliers and
prospective customers, contractors and suppliers, the terms of contracts and
agreements with customers, contractors and suppliers, personnel information,
customer and vendor credit information, and any other confidential information
relating to the business of the Company, provided, that nothing herein contained
shall restrict Employee's ability to make such disclosures during the Term as
may be necessary or appropriate to the effective and efficient discharge of his
duties to the Company or as such disclosures may be required by law, and further
provided, that nothing herein contained shall restrict Employee from divulging
or using for his own benefit or for any other purpose any Proprietary
Information which is readily available to the general public so long as such
information did not become available to the general public as a direct or
indirect result of Employee's breach of this Section 12(c)(1). Failure by the
Company to mark any of the Proprietary Information as confidential or
proprietary shall not affect its status as Proprietary Information under the
terms of this Agreement.
(2) In the event that the Employee is requested pursuant to, or
required by, applicable law or regulation or by legal process to disclose any
such Confidential Information, the Employee shall provide the Company with
prompt notice of such request or the receipt of legal process to enable the
Company to seek an appropriate protective order, to consult with the Company
with respect to the taking of steps to resist or narrow the scope of such
request or process, and/or waive compliance in whole or in part with the
Employee's agreement to maintain the confidentiality of such data or
information. If and to the extent after the foregoing notice, in the absence of
a protective order or receipt of a waiver under this Agreement, the Employee is,
in the written opinion of the Employee's counsel, compelled to disclose such
data or information or be liable for contempt or suffer censure or penalty or
violate applicable laws or regulations, the Employee may disclose such data or
information without liability to the Company under this Agreement.
d. All right, title and interest in and to Proprietary Information shall
be and remain the sole and exclusive property of the Company. During the Term,
Employee shall not remove from the Company's offices or premises any documents,
records, notebooks, files, correspondence, reports, memoranda or similar
materials of or containing Proprietary Information, or other materials or
property of any kind belonging to the Company unless necessary or appropriate in
accordance with his employment and, in the event that such materials or property
are removed, all of the foregoing shall be returned to their proper files or
places of safekeeping as promptly as possible after the removal shall serve its
specific purpose. Employee shall not make, retain, remove and/or distribute any
copies of any of the foregoing for any reason whatsoever, except as disclosure
shall be necessary in the performance of his duties; and upon the termination of
the Term, he shall leave with or return to the Company all originals and copies
of the foregoing then in his possession, whether prepared by Employee or by
others.
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<PAGE>
e. Employee acknowledges that the restrictions contained in this Section
12 are reasonable and necessary to protect the legitimate interests of the
Company and its affiliates and that the Company would not have entered into this
Agreement in the absence of such restrictions. Employee also acknowledges that
any breach by him of this Section 12 will cause continuing and irreparable
injury to the Company for which monetary damages would not be an adequate
remedy. Employee shall not, in any action or proceeding to enforce any of the
provisions of this Agreement, assert the claim or defense that such an adequate
remedy at law exists. In the event of such breach by Employee, the Company shall
have the right to enforce the provisions of this Section 12 by seeking
injunctive or other relief in any court, and this Agreement shall not in any way
limit remedies of law or in equity otherwise available to the Company. If an
action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to recover, in addition
to any other relief, reasonable attorneys' fees, costs and disbursements. In the
event that the provisions of this Section 12 should ever be adjudicated to
exceed the time, geographic, or other limitations permitted by applicable law in
any applicable jurisdiction, then such provisions shall be deemed reformed in
such jurisdiction to the maximum time, geographic, or other limitations
permitted by applicable law. In the event that Employee shall be in breach of
any of the restrictions contained in Sections 12(a) and/or (b) hereof, then the
Restricted Period shall be extended for a period of time equal to the period of
time that Employee is in breach of such restriction.
13. Change of Control.
a. If at any time while Employee is employed by the Company or a Company
Affiliate (i) there shall occur a Change of Control (as defined below) or (ii)
David R. Hamilton shall cease to be Chairman and Chief Executive Officer of the
Company (each of the foregoing, a "Section 13 Event"), then Employee may elect
at any time within twenty-four months after such event to terminate Employee's
employment upon thirty days prior written notice given at any time within said
twelve months, such termination to be effective at the expiration of said thirty
day period.
b. In the event that following the occurrence of a Section 13 Event, (i)
Employee makes such election to terminate Employee's employment as set forth in
Section 13 (a) hereof, or (ii) Employee's employment shall be terminated by the
Company or a Company Affiliate (other than for Cause) within twenty-four months
following the occurrence thereof, then Employee shall receive severance payments
in accordance with Section 14 hereof "Employee Severance".
c. For purposes of this Section 13, a "Change of Control" means the
sale, transfer, assignment or other disposition (including by merger or
consolidation) by stockholders of the Company, in one transaction or a series of
related transactions, such that following such transaction(s) David R. Hamilton
and George McFadden, collectively, cease to own (directly, or indirectly through
their Affiliates) more than fifty percent (50%) of the voting power represented
by the then outstanding stock of the Company. For these purposes,
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<PAGE>
"Affiliate" means (i) any entity directly or indirectly controlling, controlled
by or under common control with such stockholder, (ii) any immediate family
member of such stockholder, or (iii) any trust for the benefit of such
stockholder or any immediate family member of such stockholder.
14. Employee Severance. In the event that (a) Employee's employment with
the Company or a Company Affiliate shall be terminated at any time by the
Company (or a Company Affiliate, as the case may be) under the circumstances
described in Section 13 (b) hereof following the occurrence of a Section 13
Event, then Employee shall, for a period of not less than twelve months
following the termination of Employee's employment, continue to receive
Employee's base salary and benefits package including the use of a company car
and related costs, reimbursement of club dues, health and dental plan,
participation in the Company's Pension and 401 (k) plans and any additional
employee benefits which may be in effect at the time of such termination. Base
salary shall continue to be inclusive of all applicable income, social security
and other taxes and charges which are required by law to be withheld by the
Company and in accordance with Company's normal payroll practices for its
executives from time to time in effect.
15. Notice. Any notice or communication required or permitted under this
Agreement shall be made in writing and sent by certified or registered mail,
return receipt requested, addressed as follows:
If to the Company:
Chemical Leaman Corporation
102 Pickering Way
Exton, PA 19341
Fax: (610) 363-4233
If to the Employee:
Eugene C. Parkerson
c/o Chemical Leaman Corporation
102 Pickering Way
Exton, PA 19341
Telephone (610) 3634256
or to such other address as either party may from time to time duly specify by
notice given to the other party in the manner specified above.
16. Gender; Number. All pronouns and other words used herein shall include
all genders and the singular and the plural as the context requires.
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<PAGE>
17. Headings. The headings of the Sections located herein are for
convenience only, and they are not part of this Agreement and shall not affect
its interpretation.
18. Applicable Law. This Agreement shall be governed by and be construed in
accordance with the internal laws of the Commonwealth of Pennsylvania, without
regard to the principles of conflicts of laws thereof.
19. Entire Agreement. This Agreement constitutes the entire understanding
among the parties with respect to the subject matter hereof, and supersedes any
prior understanding and/or written or oral agreements among them with respect
thereto, except as may be contained herein. This Agreement may not be changed or
modified, except by an Agreement in writing signed by each of the parties
hereto.
20. No Third Party Beneficiaries. This Agreement is for the sole benefit of
the parties hereto and their respective permitted successors and assigns, and
neither this Agreement, nor any provision hereof shall be construed as
conferring and are not intended to confer any rights on any other persons. In
furtherance and not in limitation of the foregoing, the parties hereto
acknowledge and agree that the Shares being sold hereunder are being sold by the
Company pursuant to this Agreement only, and are not being sold pursuant to a
plan or other arrangement generally available to the Company's employees.
21. Binding Effect. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefits of the parties hereto, their
successors and assigns.
22. Assignment. The Employee agrees not to transfer or assign this
Agreement, or any of the Employee's interest herein, and further agrees that the
transfer or assignment of the Shares shall be made only in accordance with
applicable laws and the terms of this Agreement.
23. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties executed this Purchase Agreement on the
date and year first written above.
CHEMICAL LEAMAN CORPORATION
BY: /s/ David R. Hamilton
----------------------------------------
Title:
EUGENE C. PARKERSON
/s/ Eugene C. Parkerson
----------------------------------------
Signature
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EXHIBIT 10.8
<PAGE>
PROMISSORY NOTE
$244,844.00 Exton, PA
September 10, 1996
FOR VALUE RECEIVED, Eugene C. Parkerson, an individual residing in the
Commonwealth of Pennsylvania (the "Maker") hereby promises to pay to the order
of CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Holder"), at
such place as the Holder may designate from time to time in writing, the
principal sum of Two hundred forty-four thousand eight hundred forty-four
dollars ($244,844.00) in lawful money of the United States of America, together
with interest on the outstanding principal balance hereunder as hereinafter
provided. This Promissory Note is made in connection with the purchase by Maker
and the sale by the Holder of shares of the common stock of the Holder (the
"Shares") pursuant to the terms of a Stock Purchase Agreement (the "Agreement"),
dated the date hereof, by and among the Maker and the Holder. Capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed to
them in the Agreement.
1. Pavements of Interest and Principal. Payments of principal plus interest
shall be payable in accordance with the terms hereof. If not prepaid in full
prior thereto, the outstanding principal balance hereunder shall be paid in full
on the tenth (10th) anniversary of the date of this Note (the "Maturity Date").
Interest shall be payable on the unpaid principal hereof outstanding from time
to time at a rate equal to 7.25% per annum. Interest shall be payable annually,
in arrears, commencing on December 31, 1996, and continuing each year
thereafter, until the Maturity Date, with the final installment of interest, and
any other accrued and unpaid interest hereon, payable on the Maturity Date.
Interest shall be calculated on the basis of actual days elapsed over a 365-day
year and shall be payable until the Maturity Date or until this Note is prepaid
in full pursuant to the terms set forth below. All amounts payable hereunder
shall be paid by the Maker in lawful money of the United States of America, by
check or wire transfer (at the Maker's option), or any other method approved in
advance by the Holder at the place designated by the Holder in writing to the
Maker, in immediately available and freely transferable funds at such place of
payment. Notwithstanding anything herein to the contrary, the effective rate of
interest hereunder shall not exceed the maximum effective rate of interest
permitted by applicable law or regulation.
2. Prepayments.
a. The Maker may prepay at any time all or any portion of the sums due
hereunder without penalty or premium.
b. In the event that, from time to time, the Maker (or any person to
whom any of the Shares are transferred in accordance with Section 1l(e) of the
Agreement) sells, transfers or conveys all or any portion of the Shares for
consideration, including without limitation to the Holder, the Maker shall
immediately thereafter prepay this Note to the extent of the net proceeds
realized by the Maker (or such other seller) upon such sale. transfer or
conveyance. For purposes
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<PAGE>
hereof, "net proceeds" shall be defined as the gross proceeds realized by the
Maker (or such other seller), less only reasonable attorneys' fees and other
customary and usual transaction costs incurred by Maker (or such other seller)
in connection therewith.
c. In the event that, from time to time, the Maker (or any person to
whom any of the Shares are transferred in accordance with Section 11(e) of the
Agreement) shall receive cash dividends in respect of the Shares, the Maker
shall immediately thereafter prepay this Note to the extent of such dividends
received by the Maker (or such other seller).
d. Any prepayment hereunder shall be applied first to any accrued and
unpaid interest and then to principal in the inverse order of the due dates of
the installments thereof.
3. Events of Default. The occurrence of one or more of the following events
shall constitute an event of default hereunder (an "Event of Default"):
a. should there be any default in the payment of any installment of
principal and/or interest on any day whereon the same is payable as above
expressed, including without limitation, a mandatory prepayment pursuant to
Sections 2(b) or 2(c) hereof, and such default shall continue for a period of
five (5) days after written notice thereof from the Holder to the Maker; or
b. in the event that the Maker (i) makes an assignment for the benefit
of creditors, (ii) admits in writing his inability to pay his debts as they
become due, (iii) files a voluntary petition in bankruptcy, (iv) is adjudicated
as bankrupt or insolvent, (v) files any petition or answer seeking for himself
any relief under laws relating to reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law, or regulation, (vi) files any answer admitting or not
contesting the material allegation of a petition filed against the Maker in any
such proceeding, or (vii) seeks, consents to, or acquiesces in, the appointment
of any trustee, receiver, or liquidator of the Maker or of all or any
substantial part of the properties of the Maker; or
c. if, within 60 days after the commencement of an action against the
Maker seeking any relief under laws relating to reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under any
present or future statute, law or regulation, such action shall not have been
dismissed or all orders or proceedings under such action affecting the
operations or the business of the Maker stayed, or if the stay of any such order
or proceeding shall later be set aside, or if, within 60 days after the
appointment without the consent or acquiescence of the Maker of any trustee,
receiver, or liquidator of the Maker or of all or any substantial part of the
properties of the Maker, such appointment shall not have been vacated.
4. Remedies. Upon the occurrence of any Event of Default, the entire unpaid
principal sum hereunder plus any and all interest accrued thereon plus all other
sums due and payable to the Holder hereunder shall, at the option of the Holder,
become due and payable immediately. In the event that legal proceeding s are
instituted to collect any amount due hereunder, the Maker agrees to pay the
Holder, in addition to the amount of the unpaid balance
2
<PAGE>
of principal and interest, all costs and expenses of such proceedings, including
reasonable attorney's fees. The remedies of the Holder provided herein and in
the Agreement, and the warrants of attorney herein or therein contained, shall
be cumulative and concurrent, and may be pursued singly, successively and
together at the sole discretion of the Holder, and may be exercised as often as
occasion therefor shall occur and the failure to exercise any such right or
remedy shall in no event be construed as a waiver or release of the same.
5. Non-Recourse. Notwithstanding the face amount hereof, or any other
provisions herein or in the Agreement, the Maker shall only be personally liable
under this Note for (a) an amount not to exceed twenty percent (20%) of (i) the
original face amount hereof, plus (ii) the aggregate amount of any interest
owing to the Holder from time to time hereunder, and (b) any amounts required to
be prepaid pursuant to Sections 2(b) and 2(c) hereof, and the Maker shall have
no other personal liability on account of this Note; provided that, in the event
that the Maker shall sell, transfer or convey all of the Shares to the Holder in
exchange for an amount that, together with all amounts paid to the Holder
pursuant to Section 5(b) hereof, does not equal or exceed the sum expressed in
Section 5(a) hereof, the Maker shall not be personally liable in respect hereof
for any additional amounts.
6. Notices. Notices of prepayment and all other notices to be given to the
Holder shall be given by overnight U.S. registered mail (return receipt
requested), overnight courier, or telecopier to the Holder at 102 Pickering Way,
Exton, Pennsylvania 19341, or at such other address as the Holder shall notify
the Maker thereof in writing.
7. Waivers. The Maker, to the extent permitted by law, waives and agrees
not to assert or take advantage of any of the following: (a) acceptance or
notice of acceptance of this Note by the Maker; (b) presentment and/or demand
for payment of this Note or any indebtedness or obligations hereby promised; and
(c) protest any notice of dishonor with respect to this Note or any indebtedness
or performance of obligations arising hereunder.
8. Exclusive Jurisdiction. Maker agrees that any action or proceeding
against him to enforce the Note shall be commenced in state or federal court in
the County of Chester in the Commonwealth of Pennsylvania, and Maker waives
personal service of process and agrees that a summons and complaint commencing
an action or proceeding in any such court shall be properly served and shall
confer personal jurisdiction if served in accordance with the notice provisions
set forth herein.
9. Severability. In the event that any provision of this Note is held to be
invalid, illegal or unenforceable in any respect or to any extent, such
provision shall nevertheless remain valid, legal and enforceable in all such
other respects and to such extent as may be permissible. Any such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Note, but this Note shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
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<PAGE>
10. Transfer, etc.; Successors and Assigns. Neither the Maker nor the
Holder may assign or delegate any of its rights or obligations (as the case may
be) under this Note, except that the Holder may assign this Note to any
subsidiary or affiliate thereof.
11. Captions. The captions or headings of the paragraphs in this Note are
for convenience only and shall not control or affect the meaning or construction
of any of the terms or provisions of this Note.
12. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without reference
to conflict of laws principles.
IN WITNESS WHEREOF, the Maker has duly executed this Note the day and year
above first written.
Witness
- --------------------------------- ----------------------------------
EUGENE C. PARKERSON
EXHIBIT 10.9
<PAGE>
PLEDGE AGREEMENT
----------------
This Pledge Agreement (the "Agreement") is made as of the 10th day of
September, 1996, by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania
corporation (the "Company") and Eugene C. Parkerson, a resident of the
Commonwealth of Pennsylvania ("Employee").
BACKGROUND
----------
Pursuant to a Purchase Agreement, dated September 10, 1996, between the
Company and Employee, the Company sold to Employee 58.25 shares of the common
stock of the Company (the "Shares") in exchange for (a) a cash payment of
$100,656.00 and (b) a limited recourse promissory note of Employee, also dated
September 10, 1996, in the principal amount of $248,844.00 (the "Note"). It was
the intent of the parties to the Purchase Agreement that the obligations of
Employee under the Note be secured by the grant of a security interest in the
Shares. The parties hereto desire to evidence such grant by the execution and
delivery of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants herein contained, and intending to be legally bound,
Employee and the Company hereby agree as follows:
ARTICLE 1
PLEDGE
------
1.1. Grant of Security Interest. Employee hereby assigns, pledges and
grants to the Company a security interest in the Shares, together with all
additions thereto, substitutions or exchanges therefor, proceeds thereof and
distributions thereon (which shall be referred to collectively herein as the
"Collateral"), as collateral security for the Note and for the payment and
performance of all indebtedness, liability and obligations of Employee to
Company (collectively, the "Obligations"), whether for principal, interest,
fees, expenses or otherwise, now existing or hereafter created or arising under
the Purchase Agreement, the Note and this Agreement (collectively, the
"Documents"), all on the terms and conditions set forth herein. The Obligations
shall include amounts for which Employee has no personal liability pursuant to
Paragraph 5 of the Note.
1.2. Limitations on Encumbrances. Prior to the full payment and performance
of the Obligations, Employee agrees not to create or permit to exist any lien,
security interest, or other charge or encumbrance upon or with respect to any of
the Collateral, except the security interest under this Agreement.
1.3. Additional Security. Prior to the full payment and performance of the
Obligations, the Company shall be entitled to receive, as additional Collateral
any and all additional shares of stock or any other property of any kind
distributable on or by reason of the Shares pledged hereunder, whether in the
form of or by way of stock dividends or otherwise, with the sole exception of
normal, regularly declared cash dividends. If any of such property, other than
such cash dividends, shall come into the possession or control of Employee,
Employee shall hold or control and forthwith transfer and deliver the same to
Company subject to the provisions hereof.
1.4. Rights Prior to a Default. So long as no default has occurred under
any of the Obligations or Documents and Employee is in full compliance with the
terms hereof:
<PAGE>
(a) Employee shall be entitled to receive and retain any normal,
regularly declared cash dividends paid on the Shares pledged hereunder.
(b) Employee may exercise all voting rights, if any, pertaining to the
Shares for any purpose.
1.5. Further Assurances. Employee shall take all actions (and execute and
deliver from time to time all instruments and documents) necessary or
appropriate or reasonably requested by Company, to continue the validity,
enforceability and perfected status of the pledge of the Shares hereunder.
1.6 No Obligations. The Company shall be under no obligation to take any
actions and shall have no liability (except for negligence or willful
misconduct) with respect to the preservation or protection of the pledged Shares
or any underlying interests represented thereby as against any prior or other
parties.
1.7. Extensions, etc. Employee agrees that the Company, at any time and
without affecting its rights in the pledged Shares and without notice to
Employee, may grant any extensions, releases or other modifications of any kind
respecting the Documents, Obligations and any collateral security therefor and
Employee, except as otherwise provided herein or in the Documents, waives all
notices of any kind in connection with the Obligations, the Documents and any
changes therein or defaults or enforcement proceedings thereunder, whether
against Employee or any other party. Employee hereby waives any rights it has at
equity or in law to require the Company to apply any rights of marshalling or
other equitable doctrines in the circumstances.
1.8. Default. After the occurrence of an Event of Default (as defined in
the Note) or if any agreement of Employee hereunder is breached or proves to be
false (a "Default"):
(a) The Company may transfer or cause to be transferred any of the
pledged Shares into its own or a nominee's or nominees' names.
(b) The Company shall be entitled to receive and apply in payment of
the Obligations any cash dividends or other payment on the pledged Shares.
(c) The Company shall be entitled to exercise in the Company's
discretion all voting rights, if any, pertaining thereto and in connection
therewith and at the written request of the Company, Employee shall execute any
appropriate dividend, payment or brokerage orders or proxies.
(d) Employee shall take any action necessary or required or reasonably
requested by the Company, in order to allow the Company fully to enforce the
pledge of the Shares hereunder and realize thereon to the fullest possible
extent, including but not limited to the filing of any claims with any court.
Liquidator or trustee' custodian, receiver or other like person or party.
(e) The Company shall have all the rights and remedies granted or
available to it hereunder, under the Uniform Commercial Code as in effect from
time to time in Pennsylvania, under any other statute or the common law, or
under any of the Documents, including the right to sell the pledged Shares or
any portion thereof at one or more public or private sales upon ten (10) days'
written notice and to bid thereat or purchase any part or all thereof in its own
or a nominee's or nominees' names, free and clear of any equity or redemption;
and to apply the net proceeds of the sale, after
<PAGE>
deduction for any expenses of sale, including the payment of all the Company's
reasonable attorneys' fees in connection with the Obligations and the sale, to
the payment of the Obligations in any manner or order which the Company in its
sole discretion may elect, without further notice to or consent of Employee and
without regard to any equitable principles of marshalling or other like
equitable doctrines.
1.9. Appointment as Attorney-in-Fact. Effective upon the occurrence of a
Default, Employee hereby irrevocably appoints Company as its attorney-in-fact to
execute, deliver and record, if appropriate, from time to time any instruments
or documents in connection with the Collateral, in Employee or the Company's
names.
1.10. Duration of Provisions. The provisions of this Agreement shall remain
in full force and effect until the payment and satisfaction in full of the
Obligations.
ARTICLE 2
MISCELLANEOUS
-------------
2.1. Entire Agreement; Amendments. This Agreement, together with the Note
and the Purchase Agreement, constitute the entire understanding among the
parties hereto with respect to the subject matter contained herein and
supersedes any prior understandings and agreements among them respecting such
subject matter. In the event of any inconsistency between this Agreement shall
control.
2.2. Headings. The headings in this Agreement are for convenience of
reference only and shall not affect its interpretation.
2.3. Gender; Number. Words of gender may be read as masculine, feminine, or
neuter, as required by context. Words of number may be read as singular or
plural, as required by context.
2.4. Severability. If any provision of this Agreement is held illegal,
invalid, or unenforceable, such illegality, invalidity, or unenforceability will
not affect any other provision hereof. This Agreement shall, in such
circumstances, be deemed modified to the extent necessary to render enforceable
the provisions hereof.
2.5. Waiver. The failure of any party hereto to insist upon strict
performance of any of the terms or conditions of this Agreement will not
constitute a waiver of any of its rights hereunder.
2.6. Assignment. No party hereto may assign any of its rights or delegate
any of its obligations hereunder without the prior written consent of the other
parties hereto.
2.7. Successors and Assigns. This Agreement binds, inures to the benefit
of, and is enforceable by the successors and assigns of the parties hereto, and
does not confer any rights on any other persons or entities.
2.8. Governing Law. This Agreement shall be construed and enforced in
accordance with the law of the Commonwealth of Pennsylvania.
2.9. Counterparts. This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be
<PAGE>
deemed to be an original and all of which counterparts taken together shall
constitute but one and the same instrument.
2.10. Personal Lability. Notwithstanding anything herein contained to the
contrary. Employee shall only be personally liable under the Note and this
Agreement to the extent set forth in Paragraph 5 of the Note.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
ATTEST: CHEMICAL LEAMAN CORPORATION
By: By: /s/ David M. Boucher
-------------------------------- ---------------------------------
Title: Title:
Witness:
/s/ Eugene C. Parkerson
- ----------------------------------- ------------------------------------
EUGENE C. PARKERSON
EXHIBIT 10.10
<PAGE>
[LOGO] CHEMICAL LEAMAN CORPORATION
102 Pickering Way o Exton, Pennsylvania 19341-0200
DAVID M. BOUCHER
Senior vice President
Chief Financial Officer
610-363-4215 Direct Dial
610-363-4233 Facsimile
September 10, 1996
Philip J. Ringo
102 Pickering Way
Exton, PA 19341
Re: Amendment No. 1 to Stock Purchase and Pledge Agreement
Dear Phil:
Reference is hereby made to that certain (i) Stock Purchase and Pledge
Agreement (the "Agreement"), dated August 9, 1995, by and between Chemical
Leaman Corporation (the "Company") and Philip J. Ringo ("Ringo"), and (ii) the
$456,000 Promissory Note (the "Note") executed by Ringo in connection therewith.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.
The Company desires to issue and sell to Ringo, as of the date hereof,
11.25 shares of the common stock of the Company (the "Additional Shares"), and
Ringo desires to purchase such Additional Shares. The Company and Ringo further
desire that the purchase of such Additional Shares be upon the terms and subject
to the conditions set forth in the Agreement.
This Amendment No. 1 to Stock Purchase and Pledge Agreement sets forth the
terms and conditions pursuant to which the Company shall issue and sell, and
Ringo shall purchase, the Additional Shares.
1. Subject to the terms and conditions set forth herein and in the
Agreement, Ringo hereby subscribes for and agrees to purchase from the Company
and the Company hereby agrees to sell to Ringo, on the date hereof, the
Additional Shares.
2. As full payment for the Additional Shares, on the date hereof, Ringo
shall pay to the Company an amount equal to Six thousand Dollars ($6,000.00) per
Share, for an aggregate purchase price of $67,500 (the "Purchase Price") by the
delivery to the Company of a promissory note in the aggregate principal amount
of $67,500 in substantially the form attached hereto as Exhibit A (the
"Additional Note").
3. The Company's representations and warranties as set forth in Article 3
of the Agreement remain true and correct on the date hereof, except that all
references therein to the "Shares" shall include the Additional Shares and all
references therein to the "Agreement" shall include this Amendment No. 1.
4. Ringo's representations and warranties as set forth in Article 4 of the
Agreement remain true and correct on the date hereof, except that all references
therein to the "Shares" shall include the Additional Shares.
<PAGE>
5. The definition of "Collateral" set forth in Article 5 of the Agreement,
shall hereinafter include the Additional Shares, together with all additions
thereto, substitutions or exchanges therefor, proceeds thereof and distributions
thereon. The definition of "Obligations" set forth in Article 5 of the
Agreement' shall hereinafter include the Additional Note and shall include
amounts for which Ringo has no personal liability pursuant to Paragraph 5 of the
Additional Note. The definition of "Documents" set forth in Article 5 of the
Agreement shall hereinafter include the Additional Note and this Amendment No.
1. The references to "Shares" set forth in Article 5 of the Agreement shall
hereinafter include the Additional Shares.
6. The references to "Shares" set forth in Article 6 of the Agreement,
shall hereinafter include the Additional Shares.
7. This Amendment No. 1, together with the Agreement, the Note, the
Additional Note and the Letter Agreement, constitute the entire understanding
among the parties hereto with respect to the subject matter contained herein and
supersedes any prior understandings and agreements among them respecting such
subject matter. In the event of any inconsistency between the Agreement, as
amended hereby, and the Letter Agreement, the terms of this Agreement shall
control.
8. Words of gender may be read as masculine, feminine, or neuter, as
required by context. Words of number may be read as singular or plural, as
required by context.
9. If any provision of this Amendment No. 1 is held illegal, invalid, or
unenforceable, such illegality, invalidity, or unenforceability will not affect
any other provision hereof. This Amendment No. 1 shall, in such circumstances,
be deemed modified to the extent necessary to render enforceable the provisions
hereof.
10. No party hereto may assign any of its rights or delegate any of its
obligations hereunder without the prior written consent of the other parties
hereto.
11. This Amendment No. 1 binds, inures to the benefit of, and is
enforceable by the successors and assigns of the parties hereto, and does not
confer any rights on any other persons or entities.
12. This Amendment No. I shall be construed and enforced in accordance with
the law of the Commonwealth of Pennsylvania.
13. Notwithstanding anything herein contained to the contrary, Ringo shall
only be personally liable under the Additional Note and this Amendment No. 1 to
the extent set forth in Paragraph 5 of the Additional Note.
14. The parties acknowledge that the offer and sale of the Additional
Shares are exempt from registration under the Securities Act by virtue of Rule
701 thereunder and other available exemptions.
<PAGE>
If you are in agreement with the foregoing, please sign where indicated
below.
CHEMICAL LEAMAN CORPORATION
/s/ David M. Boucher
-----------------------------
David M. Boucher
Senior Vice President and CFO
ACCEPTED AND AGREED THIS
10th DAY OF SEPTEMBER, 1996
/s/ Philip J. Ringo
- ---------------------------
Philip J. Ringo
EXHIBIT 10.11
<PAGE>
PROMISSORY NOTE
$67,500.00 Exton, PA
September 10, 1996
FOR VALUE RECEIVED, PHILIP J. RINGO, an individual residing in the
Commonwealth of Pennsylvania (the "Maker") hereby promises to pay to the order
of CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Holder"), at
such place as the Holder may designate from time to time in writing, the
principal sum of Sixty-Seven Thousand Five Hundred Dollars ($67,500.00) in
lawful money of the United States of America, together with interest on the
outstanding principal balance hereunder as hereinafter provided. This Promissory
Note is made in connection with the purchase by Maker and the sale by the Holder
of shares of the common stock of the Holder (the "Shares") pursuant to the terms
of a Stock Purchase Agreement (the "Agreement"), dated the date hereof, by and
among the Maker and the Holder. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Agreement.
1. Payments of Interest and Principal. Payments of principal plus interest
shall be payable in accordance with the terms hereof. If not prepaid in full
prior thereto, the outstanding principal balance hereunder shall be paid in full
on December 31, 2005 (the "Maturity Date"). Interest shall be payable on the
unpaid principal hereof outstanding from time to time at a rate equal to 7.25%
per annum. Interest shall be payable annually, in arrears, commencing on
December 31, 1996 and continuing each year thereafter, until the Maturity Date,
with the final installment of interest, and any other accrued and unpaid
interest hereon, payable on the Maturity Date. Interest shall be calculated on
the basis of actual days elapsed over a 365-day year and shall be payable until
the Maturity Date or until this Note is prepaid in full pursuant to the terms
set forth below. All amounts payable hereunder shall be paid by the Maker in
lawful money of the United States of America, by check or wire transfer (at the
Maker's option), or any other method approved in advance by the Holder at the
place designated by the Holder in writing to the Maker, in immediately available
and freely transferable funds at such place of payment. Notwithstanding anything
herein to the contrary, the effective rate of interest hereunder shall not
exceed the maximum effective rate of interest permitted by applicable law or
regulation.
2. Prepayments.
a. The Maker may prepay at any time all or any portion of the sums due
hereunder without penalty or premium.
b. In the event that, from time to time, the Maker (or any person to
whom any of the Additional Shares are transferred in accordance with
Section 6(c) of the Agreement) sells, transfers or conveys all or any portion of
the Additional Shares for consideration, the Maker shall immediately thereafter
prepay this Note to the extent of the net proceeds realized by the Maker (or
such other seller) upon such sale, transfer or conveyance. For purposes hereof,
"net proceeds" shall be defined as the gross proceeds realized by the Maker (or
such other seller), less only reasonable attorneys' fees and other customary and
usual transaction costs incurred by Maker (or such other seller) in connection
therewith.
c. Any prepayment hereunder shall be applied first to any accrued and
unpaid interest and then to principal in the inverse order of the due dates of
the installments thereof.
3. Events of Default. The occurrence of one or more of the following events
shall constitute an event of default hereunder (an "Event of Default");
<PAGE>
a. should there be any default in the payment of any installment of
principal and/or interest on any day whereon the same is payable as above
expressed, and such default shall continue for a period of five (5) days after
written notice thereof from the Holder to the Maker; or
b. in the event that the Maker (i) makes an assignment for the benefit
of creditors, (ii) admits in writing his inability to pay his debts as they
become due, (iii) files a voluntary petition in bankruptcy, (iv) is adjudicated
as bankrupt or insolvent, (v) files any petition or answer seeking for himself
any relief under laws relating to reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law, or regulation, (vi) files any answer admitting or not
contesting the material allegation of a petition filed against the Maker in any
such proceeding, or (vii) seeks, consents to, or acquiesces in, the appointment
of any trustee, receiver, or liquidator of the Maker or of all or any
substantial part of the properties of the Maker; or
c. if, within 60 days after the commencement of an action against the
Maker seeking any relief under laws relating to reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under any
present or future statute, law or regulation, such action shall not have been
dismissed or all orders or proceedings under such action affecting the
operations or the business of the Maker stayed, or if the stay of any such order
or proceeding shall later be set aside, or if, within 60 days after the
appointment without the consent or acquiescence of the Maker of any trustee,
receiver, or liquidator of the Maker or of all or any substantial part of the
properties of the Maker, such appointment shall not have been vacated.
4. Remedies. Upon the occurrence of any Event of Default, the entire unpaid
principal sum hereunder plus any and all interest accrued thereon plus all other
sums due and payable to the Holder hereunder shall, at the option of the Holder,
become due and payable immediately. In the event that legal proceeding s are
instituted to collect any amount due hereunder, the Maker agrees to pay the
Holder, in addition to the amount of the unpaid balance of principal and
interest, all costs and expenses of such proceedings, including reasonable
attorney's fees. The remedies of the Holder provided herein and in the
Agreement, and the warrants of attorney herein or therein contained, shall be
cumulative and concurrent, and may be pursued singly, successively and together
at the sole discretion of the Holder, and may be exercised as often as occasion
therefor shall occur and the failure to exercise any such right or remedy shall
in no event be construed as a waiver or release of the same.
5. Non-Recourse. Notwithstanding the face amount hereof, or any other
provisions herein or in the Agreement, the Maker shall only be personally liable
under this Note and the Agreement for the greater of (a) $13,500 and (b) any
amounts required to be prepaid pursuant to Paragraph 2b hereof, and the Maker
shall have no other personal liability on account of this Note and the
Agreement.
6. Notices. Notices of prepayment and all other notices to be given to the
Holder shall be given by overnight U.S. registered mail (return receipt
requested), overnight courier, or telecopier to the Holder at 102 Pickering Way,
Exton, Pennsylvania 19341, or at such other address as the Holder shall notify
the Maker thereof in writing.
7. Waivers. The Maker, to the extent permitted by law, waives and agrees
not to assert or take advantage of any of the following: (a) acceptance or
notice of acceptance of this Note by the Maker; (b) presentment and/or demand
for payment of this Note or any indebtedness or obligations hereby promised; and
(c) protest any notice of dishonor with respect to this Note or any indebtedness
or performance of obligations arising hereunder.
<PAGE>
8. Severability. In the event that any provision of this Note is held to be
invalid, illegal or unenforceable in any respect or to any extent, such
provision shall nevertheless remain valid, legal and enforceable in all such
other respects and to such extent as may be permissible. Any such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Note, but this Note shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
9. Transfer. etc.; Successors and Assigns. Neither the Maker nor the Holder
may assign or delegate any of its rights or obligations (as the case may be)
under this Note, except that the Holder may assign this Note to any subsidiary
or affiliate thereof.
10. Captions. The captions or headings of the paragraphs in this Note are
for convenience only and shall not control or affect the meaning or construction
of any of the terms or provisions of this Note
11. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without reference
to conflict of laws principles.
IN WITNESS WHEREOF, the Maker has duly executed this Note the day and year
above first written.
Witness
/s/ Susan Conapinski /s/ Philip J. Ringo
- --------------------------- -----------------------------
Philip J. Ringo
EXHIBIT 10.12
<PAGE>
STOCK PURCHASE AND PLEDGE AGREEMENT
BETWEEN
CHEMICAL LEAMAN CORPORATION
AND
PHILIP J. RINGO
DATED: AUGUST 9, 1995
<PAGE>
STOCK PURCHASE AND PLEDGE AGREEMENT
This Stock Purchase and Pledge Agreement (the "Agreement") is made this
9th day of August, 1995, by and between CHEMICAL LEAMAN CORPORATION, a
Pennsylvania corporation (the "Company") and PHILIP J. RINGO, a resident of the
Commonwealth of Pennsylvania ("Ringo").
BACKGROUND
Pursuant to a letter agreement, dated June 2, 1995, among the Company,
the Company's wholly-owned subsidiary, Chemical Leaman Tank Line, Inc. ("Tank
Lines") and Ringo (the "Letter Agreement"), Ringo will be employed as the
President and Chief Executive Officer of Tank Lines commencing on or about July
14, 1995. Paragraph 8 of the Letter Agreement also provides that the Company
will sell to Ringo seventy six (76) shares of the common stock of the Company
(the "Shares"). In order to consummate the transaction set forth in Paragraph 8
of the Letter Agreement, Ringo desires to purchase the Shares from the Company
and the Company desires to sell the Shares to Ringo, all upon the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants herein contained, and intending to be legally bound,
Ringo and the Company hereby agree as follows:
ARTICLE 1
STOCK PURCHASE
1.1. Purchase and Sale of the Shares. Subject to the terms and conditions
set forth herein, Ringo hereby subscribes for and agrees to purchase from the
Company and the Company hereby agrees to sell to Ringo, on the date hereof, the
Shares.
ARTICLE 2
CONSIDERATION
2.1. Purchase Price. As full payment for the Shares, on the date hereof,
Ringo shall pay to the Company an amount equal to Six Thousand Dollars
($6,000.00) per Share, for an aggregate purchase price of Four Hundred Fifty Six
Thousand Dollars ($456,000) (the "Purchase Price") by the delivery to the
Company of a promissory note in the aggregate principal amount of $456,000 in
substantially the form attached hereto as Exhibit A (the "Note").
<PAGE>
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants as follows:
3.1. Organization, Power, Standing and Qualification. The Company is a
corporation duly organized, validly existing, and in good standing under the
laws of the Commonwealth of Pennsylvania, and has full corporate power and
authority to carry on its business as it is now being conducted and to own and
operate the properties and assets now owned and operated by it.
3.2. Power and Authority. The Company has the power and authority to
execute, deliver and perform this Agreement. The Agreement is a valid and
binding obligation of the Company, enforceable in accordance with its terms,
except as such enforcement may be limited by applicable bankruptcy, insolvency,
moratorium, or similar laws affecting the enforcement of creditors' rights
generally.
3.3. Validity of Contemplated Transactions. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby and thereby do not and will not contravene any provision of
the Articles (Certificate) of Incorporation or Bylaws of the Company; nor
violate, be in conflict with, or constitute a default under, cause the
acceleration of any payments pursuant to, or otherwise impair the good standing,
validity or effectiveness of any agreement, contract, indenture, lease, or
mortgage, or subject any property or asset of the Company to any indenture,
mortgage, contract, commitment, or agreement, other than this Agreement, to
which the Company is a party or by which the Company or any of its assets is
bound; or violate any provision of law, rule, regulation, order, permit, or
license to which the Company is subject.
3.4. Ownership of Shares. Upon issuance thereof, the Shares will be validly
issued and outstanding, fully paid and nonassessable, not subject to preemptive
or any other similar rights of the stockholders of the Company or others and
will be free and clear of any and all liens and encumbrances (except for any
restrictions imposed by this Agreement or by the Securities Act of 1933, as
amended (the "Securities Act")).
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF RINGO
Ringo hereby represents, warrants and acknowledges to the Company as
follows:
-2-
<PAGE>
(a) I am acquiring the Shares solely for my own account for investment
purposes and not with a present view to resale or distribution of all or
any part thereof. I have no present arrangement, understanding or agreement for
transferring or disposing of all or any part of the Shares. I will not sell,
transfer or otherwise dispose of any of my Shares, in any manner, unless at the
time of any such transfer: (a) a Registration (as hereinafter defined) under the
Securities Act and under the Applicable Laws (as hereinafter defined) is in
effect with respect to the Shares to be sold, transferred or disposed of, and I
comply with all of the requirements of the Securities Act and the Applicable
Laws with respect to the proposed transaction; or (b) I have obtained and have
provided to the Company an opinion from counsel satisfactory to the Company (as
to both the counsel rendering such opinion and the substance of the opinion)
that the proposed sale, transfer or disposition does not require Registration
under the Securities Act or the Applicable Laws. As used herein: the term
"Registration" means registration under the Securities Act and, with respect to
the Applicable Laws, such registration thereunder (or, with respect to any of
the Applicable Laws which do not provide for registration, such compliance
therewith which is similar to registration) which has then resulted in statutory
or administration authorization for the proposed transaction; and the term
"Applicable Laws" means any applicable state securities laws and any other
applicable law.
(b) I have such knowledge and experience in financial and business
matters that I am capable of evaluating the merits and risks of an
investment in the Shares and to form an investment decision with respect
thereto. I and my advisers have made such investigation, review, examination and
inquiry concerning the Company and its business and affairs as we have deemed
appropriate; and I and my advisers, if any, have been offered the opportunity to
ask such questions and obtain such additional information concerning the Company
and its business and affairs as we have requested so as to understand the nature
of the investment in the Shares, including without limitation, the merits and
risks thereof, and to verify the accuracy of the information obtained as a
result of such investigation.
(c) I recognize that an investment in the Company is speculative and
involves certain risks, and I have taken full cognizance of and understand and
can evaluate all of the risks of the investment in the Shares. I have adequate
net worth and means of providing for my current needs and personal contingencies
to sustain a complete loss of my investment in the Company.
(d) I understand that the Shares are being offered and sold in reliance
on specific exemptions from the
-3-
<PAGE>
Registration requirements of Federal and state law and that the Company is
relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgements and understandings set forth herein in order to
determine the applicability of such exemptions and my suitability to acquire the
Shares.
(e) I understand that there is no established market for the Shares, nor
is any such market expected to develop. I must therefore hold my Shares
indefinitely unless a subsequent Registration or exemption therefrom is
available and is obtained. No federal or state agency has approved or
disapproved the Shares for investment or any other purpose.
(f) No broker or finder has acted for me in connection with my purchase
of the Shares and no broker or finder is entitled to any broker's or
finder's fees or other commissions in connection therewith based on agreements
between me and any broker or finder.
(g) I am an accredited investor (as such term is defined in Regulation D
under the Securities Act). I am a natural person and a resident of the
Commonwealth of Pennsylvania. I am a citizen of the United States of America, am
at least 21 years of age, and I have the legal capacity to execute, deliver and
perform this Agreement.
(h) All information which I have provided to the Company concerning
myself, my financial position and my knowledge of financial and business
matters, including all information contained herein.
(i) Appropriate restrictive endorsement(s) will be placed upon the
certificates evidencing the Shares subscribed to hereby to reflect the foregoing
and that the Company will give appropriate stop transfer instructions to the
person(s) in charge of the transfer of my Shares.
ARTICLE 5
PLEDGE OF STOCK
5.1. Grant of Security Interest. Ringo hereby assigns, pledges and grants
to the Company a security interest in the Shares, together with all additions
thereto, substitutions or exchanges therefor, proceeds thereof and distributions
thereon (which shall be referred to collectively herein as the "Collateral"), as
collateral security for the Note and for the payment and performance of all
indebtedness, liability and obligations of Ringo to Company (collectively, the
"Obligations"), whether for principal, interest, fees, expenses
-4-
<PAGE>
or otherwise, now existing or hereafter created or arising under the Note
and this Agreement (collectively, the "Documents"), all on the terms and
conditions set forth in this Article 5. The Obligations shall include amounts
for which Ringo has no personal liability pursuant to Paragraph 5 of the Note.
5.2. Limitations on Encumbrances. Prior to the full payment and performance
of the Obligations, Ringo agrees not to create or permit to exist any lien,
security interest, or other charge or encumbrance upon or with respect to any of
the Collateral, except the security interest under this Agreement.
5.3. Additional Security. Prior to the full payment and performance of the
Obligations, the Company shall be entitled to receive, as additional Collateral
any and all additional shares of stock or any other property of any kind
distributable on or by reason of the Shares pledged hereunder, whether in the
form of or by way of stock dividends or otherwise, with the sole exception of
normal, regularly declared cash dividends. If any of such property, other than
such cash dividends, shall come into the possession or control of Ringo, Ringo
shall hold or control and forthwith transfer and deliver the same to Company
subject to the provisions hereof.
5.4. Rights Prior to a Default. So long as no default has occurred under
any of the Obligations or Documents and Ringo is in full compliance with the
terms hereof:
(a) Ringo shall be entitled to receive and retain any normal, regularly
declared cash dividends paid on the Shares pledged hereunder.
(b) Ringo may exercise all voting rights, if any, pertaining to the
Shares for any purpose.
5.5. Further Assurances. Ringo shall take all actions (and execute and
deliver from time to time all instruments and documents) necessary or
appropriate or reasonably requested by Company, to continue the validity,
enforceability and perfected status of the pledge of the Shares hereunder.
5.6. No Obligations. The Company shall be under no obligation to take any
actions and shall have no liability (except for negligence or willful
misconduct) with respect to the preservation or protection of the pledged Shares
or any underlying interests represented thereby as against any prior or other
parties.
5.7. Extensions, etc. Ringo agrees that the Company, at any time and
without affecting its rights in the pledged Shares and without notice to Ringo,
may grant any extensions, releases or other modifications of any kind respecting
the Documents,
-5-
<PAGE>
Obligations and any collateral security therefor and Ringo, except as
otherwise provided herein or in the Documents, waives all notices of any kind in
connection with the Obligations, the Documents and any changes therein or
defaults or enforcement proceedings thereunder, whether against Ringo or any
other party. Ringo hereby waives any rights it has at equity or in law to
require the Company to apply any rights of marshalling or other equitable
doctrines in the circumstances.
5.8. Default. After the occurrence of an Event of Default (as defined in
the Note) or if any representation, warranty or agreement of Ringo hereunder is
breached or proves to be false (a "Default"):
(a) The Company may transfer or cause to be transferred any of the
pledged Shares into its own or a nominee's or nominees' names.
(b) The Company shall be entitled to receive and apply in payment of the
Obligations any cash dividends or other payment on the pledged Shares.
(c) The Company shall be entitled to exercise in the Company's
discretion all voting rights, if any, pertaining thereto and in connection
therewith and at the written request of the Company, Ringo shall execute any
appropriate dividend, payment or brokerage orders or proxies.
(d) Ringo shall take any action necessary or required or reasonably
requested by the Company, in order to allow the Company fully to enforce the
pledge of the Shares hereunder and realize thereon to the fullest possible
extent, including but not limited to the filing of any claims with any court,
liquidator or trustee, custodian, receiver or other like person or party.
(e) The Company shall have all the rights and remedies granted or
available to it hereunder, under the Uniform Commercial Code as in effect
from time to time in Pennsylvania, under any other statute or the common law, or
under any of the Documents, including the right to sell the pledged Shares or
any portion thereof at one or more public or private sales upon ten (10) days'
written notice and to bid thereat or purchase any part or all thereof in its own
or a nominee's or nominees' names, free and clear of any equity of redemption;
and to apply the net proceeds of the sale, after deduction for any expenses of
sale, including the payment of all the Company's reasonable attorneys' fees in
connection with the Obligations and the sale, to the payment of the Obligations
in any manner or order which the Company in its sole discretion may elect,
without further notice
-6-
<PAGE>
to or consent of Ringo and without regard to any equitable principles of
marshalling or other like equitable doctrines.
5.9. Appointment as Attorney-in-Fact. Effective upon the occurrence of a
Default, Ringo hereby irrevocably appoints Company as its attorney-in-fact to
execute, deliver and record, if appropriate, from time to time any instruments
or documents in connection with the Collateral, in Ringo or the Company's names.
5.10. Duration of Provisions. The provisions of this Article 5 shall remain
in full force and effect until the payment and satisfaction in full of the
Obligations.
ARTICLE 6
LIMITATIONS ON TRANSFERS
6.1. General Limitation. Ringo agrees not to transfer any or all of the
Shares except in accordance with the terms and subject to the conditions set
forth in this Agreement.
6.2. Limitations on Transfer. In the event Ringo desires to sell, or in any
other way directly or indirectly, to transfer, assign, distribute, pledge, lien,
hypothecate, or otherwise dispose of, either voluntarily or involuntarily, all
or any portion of his Shares, Ringo shall first offer to sell the Shares which
he desires to sell ("Offered Shares") to the Company by written notice of such
desire ("Offer"). The Offer shall set forth the price per share which Ringo
desires to receive for the Offered Shares, and the other terms and conditions
upon which Ringo desires to sell the Offered Shares. In the event that any such
Offer would require payment of consideration other than cash, the Company shall
be entitled to pay for each share of Offered Shares, in lieu of such other
consideration, in cash in an amount to be mutually agreed upon by Ringo and the
Company in good faith, or if no agreement can be reached, an amount determined
by an independent arbitration proceeding, which Ringo and the Company agree to
institute promptly, to constitute the fair value of such consideration.
(a) For a period of fifteen (15) days after the delivery of the Offer to
the Company, the Company shall have the option, exercisable by written notice to
Ringo, to accept the Offer. If the Company does not exercise its option to
purchase the Offered Shares within the applicable fifteen (15) day period, the
Company's option to purchase the Offered Shares shall terminate and Ringo shall
have the right to sell the Offered Shares to a third party at a purchase price
not less than the purchase price set forth in the Offer and substantially in
accordance with the other terms and conditions of the Offer; provided, however,
that if a transfer to a third party is not
-7-
<PAGE>
consummated within ninety (90) days after the expiration of the foregoing
fifteen (15) day period at a purchase price not less than the purchase price set
forth in the Offer and substantially in accordance with the other terms and
conditions of the Offer, Ringo shall not be entitled to transfer the Offered
Shares unless they are first reoffered to the Company in accordance with the
foregoing procedures of this Section.
(b) Settlement for the purchase of Offered Shares by the Company
pursuant to this Section shall be made within thirty (30) days following
the date of exercise of the option. Settlements for the purchase and sale of
Offered Shares shall, unless otherwise agreed to, be held at the principal
offices of the Company during regular business hours. The precise date and hour
of settlement shall be fixed by the Company (within the time limits allowed by
the provisions of this Agreement) by notice in writing to Ringo given at least
five (5) days in advance of the settlement date specified. At settlement, the
Offered Shares being sold shall be delivered by Ringo to the Company, duly
endorsed for transfer or with executed stock powers attached, with any necessary
documentary and transfer tax stamps affixed by Ringo. In the event of the
purchase of Offered Shares by the Company, the Company shall pay the purchase
price either (i) in cash or by certified or cashier's check at settlement or
(ii) pursuant to the payment terms set forth in the Offer.
(c) This Section shall not apply to a transfer of Shares by Ringo to his
spouse, parents, siblings or lineal descendants or any such persons or to a
trust for the benefit of any of the foregoing (including trusts for such Ringo's
benefit); provided, that any such transferee shall agree in writing to be bound
by, and to comply with, all applicable provisions of this Agreement; provided,
further, that any shares so transferred shall be subject to the security
interest granted herein and shall be held by the transferee subject to the
rights, obligations, sale/repurchase rights and other burdens which would be
imposed on Ringo with respect to such Shares as if he had not transferred the
shares.
6.3. Duration of Provisions. The provisions of this Article 6 shall remain
in full force and effect until the closing of the first public offering of the
Company's common stock after the date hereof.
ARTICLE 7
MISCELLANEOUS
7.1. Entire Agreement; Amendments. This Agreement, together with the Note
and the Letter Agreement, constitute the entire understanding among the parties
hereto with respect to the
-8-
<PAGE>
subject matter contained herein and supersedes any prior understandings and
agreements among them respecting such subject matter. In the event of any
inconsistency between this Agreement and the Letter Agreement, the terms of this
Agreement shall control.
7.2. Headings. The headings in this Agreement are for convenience of
reference only and shall not affect its interpretation.
7.3. Gender; Number. Words of gender may be read as masculine, feminine, or
neuter, as required by context. Words of number may be read as singular or
plural, as required by context.
7.4. Severability. If any provision of this Agreement is held illegal,
invalid, or unenforceable, such illegality, invalidity, or unenforceability will
not affect any other provision hereof. This Agreement shall, in such
circumstances, be deemed modified to the extent necessary to render enforceable
the provisions hereof.
7.5. Waiver. The failure of any party hereto to insist upon strict
performance of any of the terms or conditions of this Agreement will not
constitute a waiver of any of its rights hereunder.
7.6. Assignment. No party hereto may assign any of its rights or delegate
any of its obligations hereunder without the prior written consent of the other
parties hereto.
7.7. Successors and Assigns. This Agreement binds, inures to the benefit
of, and is enforceable by the successors and assigns of the parties hereto, and
does not confer any rights on any other persons or entities.
7.8. Governing Law. This Agreement shall be construed and enforced in
accordance with the law of the Commonwealth of Pennsylvania.
7.9. Counterparts. This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be deemed to be an original and all of
which counterparts taken together shall constitute but one and the same
instrument. The execution of this Agreement by any party hereto will not become
effective until counterparts hereof have been executed by all the parties
hereto. It shall not be necessary in making proof of this Agreement or any
counterpart hereof to produce or account for any of the other counterparts.
7.10. Personal Liability. Notwithstanding anything herein contained to the
contrary, Ringo shall only be personally liable
-9-
<PAGE>
under the Note and this Agreement to the extent set forth in Paragraph 5 of
the Note.
7.11. Rule 701 Acknowledgement. The parties acknowledge that the offer and
sale of the Shares are exempt from registration under the Securities Act by
virtue of Rule 701 thereunder and other available exemptions.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
ATTEST: CHEMICAL LEAMAN CORPORATION
By: /s/ David M. Boucher By: /s/ Eugene C. Parkerson
----------------------- ------------------------
Title: Title:
Witness
/s/ [Illegible] /s/ Philip J. Ringo
- -------------------------- ------------------------
Philip J. Ringo
EXHIBIT 10.13
<PAGE>
PROMISSORY NOTE
$456,000 Exton, PA
August 9, 1995
FOR VALUE RECEIVED, PHILIP J. RINGO, an individual residing in the
Commonwealth of Pennsylvania (the "Maker") hereby promises to pay to the order
of CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Holder"), at
such place as the Holder may designate from time to time in writing, the
principal sum of Four Hundred Fifty Six Thousand Dollars ($456,000) in lawful
money of the United States of America, together with interest on the outstanding
principal balance hereunder as hereinafter provided. This Promissory Note is
made in connection with the purchase by Maker and the sale by the Holder of
shares of the common stock of the Holder (the "Shares") pursuant to the terms of
a Stock Purchase and Pledge Agreement (the "Agreement"), dated the date hereof,
by and among the Maker and the Holder and Chemical Leaman Tank Lines, Inc., a
wholly-owned subsidiary of the Holder. In addition, this Note is secured by a
pledge of the Shares by the Maker to the Holder pursuant to the terms and
conditions of the Agreement. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Agreement.
1. Pavements of Interest and Principal. Payments of principal plus interest
shall be payable in accordance with the terms hereof. If not prepaid in full
prior thereto, the outstanding principal balance hereunder shall be paid in full
on December 31, 2004 (the "Maturity Date"). Interest shall be payable on the
unpaid principal hereof outstanding from time to time at a rate equal to 6.83%
per annum. Interest shall be payable annually, in arrears, on or prior to
January 31 of each year following the date of this Note, and continuing each
year thereafter, until the Maturity Date, with the final installment of
interest, and any other accrued and unpaid interest hereon, payable on the
Maturity Date. Interest shall be calculated on the basis of actual days elapsed
over a 365-day year and shall be payable until the Maturity Date or until this
Note is prepaid in full pursuant to the terms set forth below. All amounts
payable hereunder shall be paid by the Maker in lawful money of the United
States of America, by check or wire transfer (at the Maker's option), or any
other method approved in advance by the Holder at the place designated by the
Holder in writing to the Maker, in immediately available and freely transferable
funds at such place of payment. Notwithstanding anything herein to the
<PAGE>
contrary, the effective rate of interest hereunder shall not exceed the maximum
effective rate of interest permitted by applicable law or regulation.
2. Repayments.
a. The Maker may prepay at any time all or any portion of the sums due
hereunder without penalty or premium.
b. In the event that, from time to time, the Maker (or any person to whom
any of the Shares are transferred in accordance with Section 6.2(c) of the
Agreement) sells, transfers or conveys all or any portion of the Shares for
consideration, the Maker shall immediately thereafter prepay this Note to the
extent of the net proceeds realized by the Maker (or such other seller) upon
such sale, transfer or conveyance. For purposes hereof, "net proceeds" shall be
defined as the gross proceeds realized by the Maker (or such other seller), less
only reasonable attorneys' fees and other customary and usual transaction costs
incurred by Maker (or such other seller) in connection therewith.
c. Any prepayment hereunder shall be applied first to any accrued and
unpaid interest and then to principal in the inverse order of the due dates of
the installments thereof.
3. Events of Default. The occurrence of one or more of the following events
shall constitute an event of default hereunder (an "Event of Default"):
a. should there be any default in the payment of any installment of
principal and/or interest on any day whereon the same is payable as above
expressed, and such default shall continue for a period of five (5) days after
written notice thereof from the Holder to the Maker; or
b. in the event that the Maker (i) makes an assignment for the benefit of
creditors, (ii) admits in writing his inability to pay his debts as they become
due, (iii) files a voluntary petition in bankruptcy, (iv) is adjudicated a
bankrupt or insolvent, (v) files any petition or answer seeking for himself any
relief under laws relating to reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law, or regulation, (vi) files any answer admitting or not
contesting the material allegations of a petition filed against the Maker in any
such proceeding, or (vii) seeks, consents to, or acquiesces in, the appointment
of any trustee, receiver, or liquidator of the Maker or of all or any
substantial part of the properties of the Maker; or
-2-
<PAGE>
c. if, within 60 days after the commencement of an action against the Maker
seeking any relief under laws relating to reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under any
present or future statute, law or regulation, such action shall not have been
dismissed or all orders or proceedings under such action affecting the
operations or the business of the Maker stayed, or if the stay of any such order
or proceeding shall later be set aside, or if, within 60 days after the
appointment without the consent or acquiescence of the Maker of any trustee,
receiver, or liquidator of the Maker or of all or any substantial part of the
properties of the Maker, such appointment shall not have been vacated.
4. Remedies. Upon the occurrence of any Event of Default, the entire unpaid
principal sum hereunder plus any and all interest accrued thereon plus all other
sums due and payable to the Holder hereunder shall, at the option of the Holder,
become due and payable immediately. In the event that legal proceedings are
instituted to collect any amount due hereunder, the Maker agrees to pay the
Holder, in addition to the amount of the unpaid balance of principal and
interest, all costs and expenses of such proceedings, including reasonable
attorney's fees. The remedies of the Holder provided herein and in the
Agreement, and the warrants of attorney herein or therein contained, shall be
cumulative and concurrent, and may be pursued singly, successively and together
at the sole discretion of the Holder, and may be exercised as often as occasion
therefor shall occur and the failure to exercise any such right or remedy shall
in no event be construed as a waiver or release of the same.
5. Non-Recourse. Notwithstanding the face amount hereof, or any other
provisions herein or in the Agreement, the Maker shall only be personally liable
under the Note and the Agreement for the greater of (a) $91,200 and (b) any
amounts required to be prepaid pursuant to Paragraph 2b. hereof, and the Maker
shall have no other personal liability on account of this Note and the
Agreement.
6. Notices. Notices of prepayment and all other notices to be given to the
Holder shall be given by overnight U.S. registered mail (return receipt
requested), overnight courier, or telecopier to the Holder at 919 North Michigan
Avenue, Suite 2900, Chicago, Illinois 60611, or at such other address as the
Holder shall notify the Maker thereof in writing.
7. Waivers. The Maker, to the extent permitted by law, waives and agrees
not to assert or take advantage of any of the following: (a) acceptance or
notice of acceptance of this Note by the Maker; (b) presentment and/or demand
for payment of this Note or any indebtedness or obligations hereby promised; and
-3-
<PAGE>
(c) protest and notice of dishonor with respect to this Note or any indebtedness
or performance of obligations arising hereunder.
8. Severability. In the event that any provision of this Note is held to be
invalid, illegal or unenforceable in any respect or to any extent, such
provision shall nevertheless remain valid, legal and enforceable in all such
other respects and to such extent as may be permissible. Any such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Note, but this Note shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
9. Transfer, etc.; Successors and Assigns. Neither the Maker nor the Holder
may assign or delegate any of its rights or obligations (as the case may be)
under this Note, except that the holder may assign this Note to any subsidiary
or affiliate thereof.
10. Captions. The captions or headings of the paragraphs in this Note are
for convenience only and shall not control or affect the meaning or construction
of any of the terms or provisions of this Note.
11. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without reference
to conflict of laws principles.
IN WITNESS WHEREOF, the Maker has duly executed this Note the day and year
above first written.
Witness
/s/ [Illegible] /s/ Philip J. Ringo
- --------------------------------- ------------------------
Philip J. Ringo
-4-
[Chemical Leaman Corporation LOGO]
CHEMICAL LEAMAN CORPORATION
102 Pickering Way o Exton, Pennsylvania 19341-0200
DAVID M. BOUCHER
Senior Vice President
Chief Financial Officer
610-363-4215 Direct Dial
610-363-4233 Facsimile
September 10, 1996
Reuben M. Rosenthal
c/o Chemical Leaman Corporation
102 Pickering Way
Exton, Pennsylvania 19341
Dear Mr. Rosenthal:
You are currently the holder of an option to purchase up to 37.5 shares of
the common stock of Chemical Leaman Corporation (the "Company") at a price of
$2,400 per share. In exchange for your agreement to cancel this option as set
forth below, we have agreed as follows:
1. The option referenced above is hereby canceled and shall be of no
further force or effect, effective as of the date hereof, notwithstanding any
agreements, instruments or other writings, if any, evidencing the aforesaid
option. In furtherance and not in limitation of the foregoing, that certain
Agreement dated as of August 15, 1994 by and between the Company and you is
hereby terminated in its entirety as of the date hereof. Neither the Company nor
you shall have any continuing rights or obligations with respect to such
Agreement.
2. As consideration for the foregoing, the Company will pay you a bonus of
$135,000 the proceeds of which shall be disbursed as set forth in 4. below.
3. The Company will on the date hereof grant you the right to purchase
43.75 shares of Chemical Leaman Corporation stock at a price per share of $6,000
pursuant to the terms of a Stock Purchase Agreement and related Promissory Note,
copies of which are attached hereto.
4. The aggregate purchase of the shares purchaseable pursuant to 3. above
will be $262,500 which amount will be paid for by the delivery by you to the
Company of the aforesaid Promissory Note. You will apply the after tax proceeds
of the bonus referenced in 2. above as a reduction of amounts owing in respect
of such Promissory Note. You and the Company will mutually agree on the amount
of such after tax proceeds, which amount the Company will retain as a prepayment
under such Promissory Note.
Please acknowledge your acceptance of these terms and conditions by
executing this letter where indicated on the following page.
<PAGE>
CHEMICAL LEAMAN CORPORATION
BY: /s/ David M. Boucher
---------------------------------
David M. Boucher, Senior Vice President
Accepted and Agreed, this 10th day of September, 1996:
/s/ Reuben M. Rosenthal
-------------------------------------
Reuben M. Rosenthal
<PAGE>
AGREEMENT
THIS AGREEMENT (the "Agreement") is made as of the 18th day of December,
1995 by and between Chemical Leaman Corporation (the "Company") and Reuben M.
Rosenthal (the "Grantee").
WITNESSETH:
WHEREAS, prior to the date hereof the Company has granted to the Grantee an
option (the "Option") to purchase up to 7,500 shares (the "Option Shares") of
the Company's common stock, par value of $2.50 per share (the "Common Stock") at
an exercise price of $12.00 per share (the "Exercise Price"); and
WHEREAS, the number of Option Shares subject to the Option were reduced to
37.5 shares of the Common Stock, and the Exercise Price under the Option was
increased to $2,400.00 per share pursuant to an Agreement dated August 15, 1994
between the Company and the Grantee,
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound, the parties hereto agree as follows:
1. Acknowledgment of Option. The parties hereto hereby acknowledge and
agree that on the date hereof (i) the Option is exercisable and unexercised and
(ii) the Option Shares represent all of the shares of Common Stock or other
securities of the Company or any affiliate thereof subject to any issued,
exercisable and unexercised options, warrants or other rights including without
limitation the Option granted by the Company to the Grantee, whether by written
or verbal agreement between the Company, its affiliates and the Grantee or
otherwise.
2. Amendment of Option. Notwithstanding any provision of the Option to the
contrary, the parties hereto hereby agree that the right to exercise the Option
is extended from December 18, 1995 to September 30, 1996, if such Option is
exercised during Grantee's employment.
3. Confirmation of Option. As amended by this Agreement, the Option is in
all respects ratified and confirmed. In the event of any conflict between the
provisions of this Agreement and the terms and provisions of this Agreement
shall prevail.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
CHEMICAL LEAMAN CORPORATION
/s/ Reuben M. Rosenthal By: /s/ Eugene C. Parkerson
- --------------------------- ---------------------------
Reuben M. Rosenthal Eugene C. Parkerson
<PAGE>
AGREEMENT
THIS AGREEMENT (the "Agreement") is made as of this 15th day of August,
1994 by and between Chemical Leaman Corporation, a Pennsylvania corporation (the
"Company"), and Reuben M. Rosenthal (the "Grantee").
WITNESSETH:
WHEREAS, prior to the date hereof the Company has granted to the Grantee an
option (the "Option") to purchase up to 7,500 shares (the "Option Shares") of
the Company's common stock, par value of Two Dollars and Fifty Cents ($2.50) per
share (the "Common Stock") at an exercise price (the "Exercise Price") equal to
Twelve Dollars ($12.00) per share; and
WHEREAS, as of the date hereof, such Option is exercisable and has not been
exercised by the Grantee; and
WHEREAS, the Board of Directors of the Company has approved a project (the
"Reverse Share Split") pursuant to which, inter alia, each Two Hundred (200)
shares of Common Stock that are issued and outstanding on September 10, 1994
shall be converted on September 15, 1994 (the "Effective Date") into one (1)
share of Common Stock; and
WHEREAS, in order to effect the Reverse Share Split, the parties hereto
desire to amend the Option in the manner set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound, the parties hereto agree as follows:
1. Acknowledgement of Option. The parties hereto hereby acknowledge and
agree that on the date hereof (i) the Option is exercisable and unexercised and
(ii) the Option Shares represent all of the shares of Common Stock subject to
any issued, exercisable and unexercised options, including without limitation
the Option, granted by the Company to the Grantee, whether by written or verbal
agreement between the Company and the Grantee or otherwise.
2. Amendment of Option. Notwithstanding any provision of the Option to the
contrary, the parties hereto hereby agree that on the Effective Date (i) the
number of Option Shares subject to the Option shall be reduced to Thirty-Seven
and One-Half (37.5) shares of the Common Stock, and (ii) the Exercise Price
under the Option shall be
<PAGE>
increased to Two Thousand Four Hundred Dollars ($2,400) per share.
3. Confirmation of Option. As amended by this Agreement, the Option is in
all respects ratified and confirmed. In the event of any conflict between the
provisions of this Agreement and the terms and provisions of the Option, the
provisions of this Agreement shall prevail.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
CHEMICAL LEAMAN CORPORATION
BY: /s/ David M. Boucher
-----------------------------
Title:
/s/ Reuben M. Rosenthal
-------------------------------
Reuben M. Rosenthal
EXHIBIT 10.15
<PAGE>
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS AND
ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND FROM EXEMPTIONS FROM REGISTRATION UNDER
APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THESE SECURITIES IS RESTRICTED
BY SUCH LAWS AND THE TERMS OF THIS AGREEMENT AND MAY NOT BE SOLD, OFFERED,
TRANSFERRED OR OTHERWISE DISPOSED OF FOR VALUE EXCEPT PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN
EXEMPTION THEREFROM TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR
STATE AGENCY OR AUTHORITY HAS PASSED ON, RECOMMENDED OR ENDORSED THE MERITS OF
THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PENNSYLVANIA SECURITIES LAWS GENERALLY PROHIBIT PENNSYLVANIA RESIDENTS FROM
SELLING THESE SECURITIES FOR A MINIMUM OF TWELVE MONTHS AFTER THE DATE OF
PURCHASE.
================================================================================
PURCHASE AGREEMENT
BETWEEN
CHEMICAL LEAMAN CORPORATION
AND
REUBEN M. ROSENTHAL
September 10, 1996
================================================================================
-1-
<PAGE>
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT, dated September 10, 1996, is by and between
CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation with offices at 102
Pickering Way, Exton, PA 19341-0200 (the "Company") and Reuben M. Rosenthal, an
individual residing in the Commonwealth of Pennsylvania (the "Employee").
BACKGROUND
Employee desires to purchase 43.75 shares of the common stock of the
Company, par value $2.50 per share (the "Shares") from the Company and the
Company desires to sell the Shares to Employee, and in connection therewith, the
Company and Employee each desire to set forth certain limitations relating to
the Shares, any other securities of the Company or any of its subsidiaries or
affiliates (the "Affiliated Securities") and any Rights (as defined in Section 7
hereof) relating to securities of the Company or any of its subsidiaries or
affiliates (collectively, the "Company Affiliates") held by Employee, all upon
the terms and subject to the conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
1. Purchase and Sale of the Shares. Subject to the terms and conditions set
forth herein, Employee hereby subscribes for and agrees to purchase from the
Company and the Company hereby agrees to sell to Employee, on the date hereof,
the Shares.
2. Purchase Price. As full payment for the Shares, on the date hereof,
Employee shall pay to the Company an amount equal to Six thousand dollars
($6,000.00) per Share, for an aggregate purchase price of Two hundred sixty-two
thousand five hundred dollars ($262,500.00) (the "Purchase Price") by the
delivery to the Company of (a) a cash payment of $74,412.00 and (b) a promissory
note in the aggregate principal amount of $188,088.00 in substantially the form
attached hereto as Exhibit A (the "Note"). Notwithstanding anything herein
contained to the contrary, Employee shall only be personally liable under the
Note and this Section 2 to the extent set forth in Paragraph 5 of the Note.
3. Gross-Up Bonus. For so long as Employee is employed by the Company on
the date that an interest payment is due and is paid to the Company under the
Note, the Company shall pay to Employee, contemporaneously with the payment of
such interest payment, a bonus (the "Bonus") in an amount equal to (i) the
amount of such interest payment, plus (ii) the amount required to enable
Employee to pay any Federal, state or other applicable taxes on such Bonus.
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4. Representations and Warranties of the company. The Company represents
and warrants as follows:
a. The Company is a corporation duly organized, validly existing, and in
good standing under the laws of the Commonwealth of Pennsylvania, and has full
corporate power and authority to carry on its business as it is now being
conducted and to own and operate the properties and assets now owned and
operated by it.
b. The Company has the power and authority to execute, deliver and
perform this Agreement. The Agreement is a valid and binding obligation of the
Company, enforceable in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws
affecting the enforcement of creditors' rights generally.
c. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby and thereby do not and will
not contravene any provision of the Articles of Incorporation or Bylaws of the
Company; nor violate, be in conflict with, or constitute a default under, cause
the acceleration of any payments pursuant to, or otherwise impair the good
standing, validity or effectiveness of any agreement, contract, indenture,
lease, or mortgage, or subject any property or asset of the Company to any
indenture, mortgage, contract, commitment, or agreement, other than this
Agreement, to which the Company is a party or by which the Company or any of its
assets is bound; or violate any provision of law, rule, regulation, order,
permit, or license to which the Company is subject.
d. Upon issuance thereof, the Shares will be validly issued and
outstanding, fully paid and nonassessable, not subject to preemptive or any
other similar rights of the shareholders of the Company or others and will be
free and clear of any and all liens and encumbrances (except for any
restrictions imposed by this Agreement, by the Applicable Laws (as hereinafter
defined) or by the Securities Act of 1933, as amended (the "Securities Act").
5. Representations and Warranties of the Employee. The Employee hereby
represents, warrants, acknowledges and/or agrees as follows:
a. The Employee is acquiring the Shares solely for his own account, for
investment purposes, and not with a view to resale or distribution of all or any
part thereof. The Employee has no present arrangement, understanding or
agreement for transferring or disposing of all or any part of the Shares. The
Employee will not sell, transfer or otherwise dispose of any of his Shares, in
any manner, unless at the time of any such transfer: (a) a Registration (as
hereinafter defined) under the Securities Act and under the Applicable Laws is
in effect with respect to the Shares to be sold, transferred or disposed of, and
the Employee complies with all of the requirements of the Securities Act and the
Applicable Laws with respect to the proposed transaction; or (b) the Employee
has obtained and has provided to the Company an opinion from counsel reasonably
satisfactory to the Company (as to both the
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counsel rendering such opinion and the substance of the opinion) that
the proposed sale, transfer or disposition does not require Registration under
the Securities Act or the Applicable Laws. As used herein: the term
"Registration" means registration under the Securities Act and, with respect to
the Applicable Laws, such registration thereunder (or, with respect to any of
the Applicable Laws which do not provide for registration, such compliance
therewith which is similar to registration) which has then resulted in statutory
or administration authorization for the proposed transaction; and the term
"Applicable Laws" means any applicable state securities laws and any other
applicable law.
b. The Employee has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of an
investment in the Shares and to form an investment decision with respect
thereto. Prior to the execution of this Agreement, the Employee and his
advisers, if any, have received and carefully read the Company's current
quarterly and last annual audited financial statements. The Employee and his
advisers, if any, have also made such other investigation, review, examination
and inquiry concerning the Company and its business and affairs as they have
deemed appropriate; and the Employee and his advisers, if any, have been offered
the opportunity to ask such questions and obtain such additional information
concerning the Company and its business and affairs as they have requested so as
to understand the nature of the investment in the Shares, including, without
limitation, the merits and risks thereof, and to verify the accuracy of the
information obtained as a result of such investigation.
c. The Employee has received and carefully read the Company's financial
statements for the years ended December 31, 1996 and December 31, 1995. Other
than as may be set forth herein, the Employee has not received any other written
material or oral representation of any person with respect to the Company or
this Agreement. Further, the Employee has had the opportunity to ask questions
of, and receive answers from, officers and directors of the Company and persons
acting on its behalf concerning the terms and conditions of this Agreement. The
Employee has received sufficient information relating to the Company to enable
her to make an informed decision with respect to Employee's investment in the
Company.
d. The Employee has adequate net worth and means of providing for his
current needs and personal contingencies and can afford to sustain a complete
loss of the Employee's investment in the Company. The Employee recognizes that
an investment in the Company is speculative and involves certain risks, and the
Employee has taken full cognizance of and understands and can evaluate all of
the risks of the investment in the Shares. The Employee acknowledges that these
risks include, without limitation, the following:
(1) The Company and its operations are subject to all the risks
inherent in the establishment and growth of a business in the trucking
industry. The likelihood of the success of the Company must be considered in
light of the problems, complications and delays frequently encountered in
connection with the trucking industry. There can be no assurance that the
Company will operate at a profit.
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(2) The Shares represent a minor portion of the outstanding capital
stock of the Company. Thus, it can be expected that the current majority owners,
by virtue of their percentage share ownership, will continue to have the
unrestricted ability to determine the composition of the Board of Directors and
the policies of the Company.
(3) It is highly unlikely that dividends will be paid with respect to
the Shares. Moreover, there can be no assurance that the operations of the
Company will generate sufficient revenues to enable the Company to declare or
pay dividends on or make distributions with respect to the Shares, or that such
dividends shall be permitted by the terms of the Company's credit facility with
its senior lender.
(4) The Employee recognizes that:
(a) The existing shareholders of the Company (i.e., those who have
been issued capital stock prior to the date hereof) have paid different
amounts per share for their shares of common stock.
(b) The Company does not represent nor has it been implied that
any of the Shares can be resold at the offering price.
(c) The Employee acknowledges that no Federal, state or foreign
agency has passed upon, approved, recommended or endorsed the merits of
the Shares for investment, or for any other purpose.
e. The Employee understands that the Shares are being offered and sold
in reliance on specific exemptions from the registration requirements of Federal
and state law and that the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings set
forth herein in order to determine the applicability of such exemptions and the
suitability of the Employee to acquire the Shares.
f. The Employee understands that (i) there is no established market for
the Shares, nor is any such market expected to develop, and (ii) neither the
Company nor any other person has any obligation or intention to effect the
Registration of the Employee's Shares for sale, transfer or disposition by the
Employee under the Securities Act or the Applicable Laws, or to take any action
or provide any information (including, without limitation, the filing of reports
or the publication of information required by Rule 144 under the Securities Act)
which would make available any exemption from the Registration requirements of
the Securities Act or the Applicable Laws. The Employee must therefore hold his
Shares indefinitely unless a subsequent Registration or exemption therefrom is
available and is obtained.
g. The Employee understands that he is not entitled to cancel, terminate
or revoke this subscription, except as may otherwise be set forth in this
Section 5.
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h. (1) If the Employee is a Pennsylvania resident, the Employee has
received and read the notice of his right to withdraw under certain
circumstances his subscription for Shares hereunder. The Employee represents
that he understands that, in accepting an offer made pursuant to this Agreement
to purchase Shares hereby, the Employee may elect, within two business days
after the Company is in receipt of this executed Agreement, to withdraw from the
Agreement and receive a full refund of all monies paid for the Shares. Such
withdrawal will be without any further liability to the Employee. To accomplish
this withdrawal, the Employee need only send a letter or a telegram to the
Company indicating his intention to withdraw. If a letter is sent, the Employee
understands that it should be sent by registered or certified mail, return
receipt requested, to ensure that it is received and also to evidence the date
on which it is mailed. If the Employee orally requests to withdraw, he should
ask for written confirmation that the request has been received.
(2) The Employee also agrees that he will not sell any of the Shares
acquired hereby within twelve months from the date of purchase except in
accordance with the requirements of the Pennsylvania Securities Act of 1972, as
amended, as well as the Securities Act.
i. No broker or finder has acted for the Employee in connection with his
purchase of the Shares and no broker or finder is entitled to any broker's or
finder's fees or other commissions in connection therewith based on agreements
between the Employee and any broker or finder.
j. The Employee is a resident of the Commonwealth of Pennsylvania. If an
individual, the Employee is a citizen of the United States of America, is at
least 21 years of age, and has the legal capacity to execute, deliver and
perform this Agreement.
k. All information which the Employee has provided to the Company
concerning such Employee, such Employee's financial position and such Employee's
knowledge of financial and business matters, including all information contained
herein, is true and complete as of the date hereof.
1. Appropriate restrictive endorsement(s) will be placed upon the
certificates evidencing the Shares subscribed to hereby to reflect the foregoing
and that the Company will give appropriate stop transfer instructions to the
person(s) in charge of the transfer of the Employee's Shares.
6. Restrictive Legend. Stock Certificates representing the Shares issued
to the Employee pursuant hereto shall bear the following legends:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
PLEDGED, HYPOTHECATED, SOLD
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<PAGE>
OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE
SECURITIES LAWS OR A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH PLEDGE, HYPOTHECATION, SALE OR TRANSFER IS EXEMPT
THEREFROM UNDER ANY SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.
THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES BY
ACCEPTANCE HEREOF THAT SUCH HOLDER WILL NOT SELL ANY OF SUCH SECURITIES
WITHIN TWELVE MONTHS FROM THE DATE OF THE PURCHASE THEREOF EXCEPT IN
ACCORDANCE WITH THE REQUIREMENTS OF THE PENNSYLVANIA SECURITIES ACT OF
1972, AS AMENDED.
7. Termination of Options, Warrants and other Rights. Employee hereby
cancels and terminates in all respects any and all Rights that may be held by
Employee on the date hereof (collectively, the "Terminated Rights"). On the date
hereof, Employee has delivered to the Company for cancellation any original
documents in Employee's control or possession evidencing or representing any
such Terminated Rights. Employee hereby releases the Company, the Company
Affiliates, their respective directors, officers, employees and agents, and
their respective successors and assigns, from any liability to Employee
whatsoever relating to, arising out of, or in connection with, such Terminated
Rights. The foregoing provisions shall not be construed to limit the ability of
the Company to grant or issue to Employee, after the date hereof, any similar
rights to acquire any capital stock or other securities of the Company and/or
the Company Affiliates, including options or warrants. For purposes of this
Agreement, "Rights" shall mean any contracts, subscriptions, calls, rights to
convert, commitments or rights of any character or kind, including without
limitation, options or warrants, to purchase or otherwise acquire or to require
the Company and/or the Company Affiliates, to issue any capital stock or other
securities of the Company and/or any other Affiliated Securities.
8. Mandatory Company Obligation to Repurchase Shares at Premium On
Occurrence of Certain Events.
a. In the event (i) that the Employee shall die ("Death"), (ii) of
the disability of the Employee such that Employee is unable to perform
his or her duties and responsibilities to the Company or any Company Affiliate
to the full extent required by reasons of illness, injury or incapacity for a
period of more than one hundred twenty (120) consecutive days or more than two
hundred seventy (270) days, in the aggregate, during any three hundred
sixty-five (365) day period ("Disability"), or (iii) Employee shall retire at
reaching 65 years of age (or at such earlier age as may be agreed by Employee
and the Company) ("Retirement" and together with Death and Disability,
collectively the "Section 8 Events"), the Company shall (unless otherwise
prevented by law) redeem all of the Shares owned by the Employee at the time of
such Section 8 Event. The purchase price for the Shares so redeemed pursuant to
the
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provisions of this Section 8 shall be equal to the greater of (x) the
price paid for such Shares by the Employee, and (y) the fair market value of
such Shares, which shall be mutually agreed upon by the Employee and Company;
provided that, in the event the Employee and Company cannot agree upon the fair
market value for such Shares within thirty (30) days following the Section 8
Event in question, the fair market value of such Shares shall be determined by
appraisal (pursuant to Sections 8(b) and 8(c) hereof).
b. Such appraisal shall be conducted by an independent investment
banking firm engaged by Company and agreed upon by the Employee (or Employee's
personal representative or executor, if applicable); provided, however, that if
the Company and Employee (or Employee's personal representative or executor, if
applicable) cannot agree on an appraiser within forty (40) days following the
Section 8 Event in question, each of the Company and Employee (or Employee's
personal representative or executor, if applicable) shall within five (5) days
thereafter select one appraiser, and such appraisers shall mutually agree within
forty five (45) days thereafter upon the value of such Shares; and further
provided, if such appraisers cannot mutually agree upon the value of such
Shares, the appraisers shall (on or prior to such forty-fifth (45th) day)
mutually agree upon a third appraiser, which third appraiser shall determine, in
its sole discretion, the value of such Shares. The Company shall be responsible
for all of the costs of such appraisal. Any time periods set forth in this
Section 8 shall be adjusted in order to account for any delay caused by such
appraisal.
c. If the determination of the fair market value of the Shares by the
appraiser(s) depends on or takes into account the net income or projected net
income of the Company for any prior or future period, the appraiser(s) shall be
directed to exclude from such net income or projected net income any amounts
paid or projected to be paid to or for the benefit of David R. Hamilton and to
George McFadden in excess of their base salary and consulting fees and other
base compensation, if any.
d. Settlement for the purchase of such Shares by the Company
pursuant to this Section shall be made within one (1) year following the
date of the Section 8 Event, unless the Company for any reason is legally
prohibited from redeeming any of those Shares, in which case the Company shall
thereafter redeem such shares on the earliest date(s) on which the Company is no
longer so prohibited from redeeming such Shares, or unless the Company has not
obtained all required third party consents to such purchase, in which case
settlement shall occur as promptly as practicable following the date that the
Company shall obtain such consents. The Company hereby agrees to use its best
efforts to obtain all such requisite third party consents. All settlements for
the purchase and sale of such Shares shall, unless otherwise agreed to by the
Company and Employee (or Employee's personal representative or executor, if
applicable), be held at the principal offices of the Company during regular
business hours. The precise date and hour of settlement shall be fixed by the
Company (within the time limits allowed by the provisions of this Section) by
notice in writing to Employee (or Employee's personal representative or
executor, if applicable) given at least five (5) days in advance of the
settlement date specified. At settlement, the Shares being sold shall be
delivered by Employee
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<PAGE>
(or Employee's personal representative or executor, if applicable) to the
Company, duly endorsed for transfer or with executed stock powers attached, with
any necessary documentary and transfer tax stamps affixed by Employee.
9. Mandatory Company Obligation to Repurchase Shares at Premium On
Occurrence of Other Events.
a. In the event that (i) the Employee voluntarily resigns from the
Company or a Company Affiliate, as the case may be (except as set forth in
Section 10 below) or (ii) the Employee is terminated without Cause (as defined
below) (any of the foregoing, a "Section 9 Event"), the Company shall (unless
otherwise prevented by law), redeem up to all of the Shares owned by the
Employee at the time of such Section 9 Event. The purchase price for any Shares
redeemed pursuant to the provisions of Section 9(a)(i) hereof shall be equal to
(x) the greater of the price paid by the Employee for each such Share, and (y)
an amount equal to two-thirds of the fair market value of such Shares (as
determined in accordance with the provisions of Section 8 hereof). The purchase
price for any Shares redeemed pursuant to the provisions of Section 9(a)(ii)
hereof shall be equal to the greater of (r) the price paid by the Employees for
each such Share, and (s) the fair market value of such Shares (as determined in
accordance with the provisions of Section 8 hereof.
b. Settlement for the purchase of such Shares by the Company
pursuant to this Section shall be made within one (1) year following the
date of the Section 9 Event, unless the Company for any reason is legally
prohibited from redeeming any of those Shares, in which case the Company may
thereafter redeem such shares on the earliest date(s) on which the Company is no
longer so prohibited from redeeming such Shares, or unless the Company has not
obtained all required third party consents to such purchase, in which case
settlement shall occur as promptly as practicable following the date that the
Company shall obtain such consents. The Company hereby agrees to use its best
efforts to obtain all such requisite third party consents. Settlement for the
purchase and sale of such Shares shall, unless otherwise agreed to by the
Company and Employee, be held at the principal offices of the Company during
regular business hours. The precise date and hour of settlement shall be fixed
by the Company (within the time limits allowed by the provisions of this
Section) by notice in writing to Employee given at least five (5) days in
advance of the settlement date specified. At settlement, the Shares being sold
shall be delivered by Employee to the Company, duly endorsed for transfer or
with executed stock powers attached, with any necessary documentary and transfer
tax stamps affixed by Employee in exchange for the purchase price therefor.
10. Optional Company Right to Repurchase Shares for Purchase Price Thereof.
a. In the event (each of the following, a "Section 10 Event") that
the Employee's employment with the Company or a Company Affiliate shall
cease as a consequence of (a) the Employee's willful or gross malfeasance or
gross misconduct with respect to the Company or a Company Affiliate, including
without limitation, fraud, embezzlement, theft or proven dishonesty in the
course of his employment or (b) Employee's conviction of a felony (the
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events described in subsections (a) and (b), collectively, "Cause"), the
Company may (unless otherwise prevented by law), at its option, upon written
notice thereof given within 30 days of such Section 10 Event and upon the tender
of payment therefor, redeem all of the Shares owned by the Employee at the time
of such Section 10 Event. The purchase price for any Shares so redeemed pursuant
to the provisions of this Section 10 shall be equal to the price paid by the
Employee for such Shares.
b. Settlement for the purchase of such Shares by the Company
pursuant to this Section shall be made within one (1) year following the
date of the Section 10 Event, unless the Company for any reason is legally
prohibited from redeeming any of those Shares, in which case the Company may
thereafter redeem such shares on the earliest date(s) on which the Company is no
longer so prohibited from redeeming such shares, or unless the Company has not
obtained all required third party consents to such purchase, in which case
settlement shall occur as promptly as practicable following the date that the
Company shall obtain such consents. All settlements for the purchase and sale of
such Shares shall, unless otherwise agreed to by the Company and Employee, be
held at the principal offices of the Company during regular business hours. The
precise date and hour of settlement shall be fixed by the Company (within the
time limits allowed by the provisions of this Section) by notice in writing to
Employee given at least five (5) days in advance of the settlement date
specified. At settlement, the Shares being sold shall be delivered by Employee
to the Company, duly endorsed for transfer or with executed stock powers
attached, with any necessary documentary and transfer tax stamps affixed by
Employee.
11. Company Purchase Option.
a. Employee shall not (either during or following Employee's
employment with the Company) transfer, sell, donate, pledge or otherwise
dispose of or encumber (collectively, "Transfer") any Shares except as provided
in this Section 11.
b. In the event Employee (either during or following Employee's
employment with the Company) desires to in any way directly or indirectly,
Transfer, either voluntarily or involuntarily, all or any portion of his Shares,
Employee shall first obtain a bona fide written offer which he desires to accept
(hereinafter called the "Offer") to purchase the Shares which he desires to sell
("Offered Shares"). Employee shall then provide written notice to the Company of
such desire which notice shall set forth the price per share for the Offered
Shares set forth in the Offer, and the other terms and conditions upon which
Employee shall sell the Offered Shares. The purchase price payable by the
Company for such Offered Shares shall be equal to the price per Share paid by
the Employee for such Shares.
c. For a period of fifteen (15) days after the delivery to the
Company of notice of the Offer, the Company shall have the option,
exercisable by written notice to Employee, to purchase the Offered Shares for
the purchase price set forth above. If the Company does not exercise its option
to purchase the Offered Shares within the applicable fifteen (15) day period,
the Company's option to purchase the Offered Shares shall terminate and Employee
shall have
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the right to sell the Offered Shares to the third party making the Offer
at a purchase price not less than the purchase price set forth in the Offer and
substantially in accordance with the other terms and conditions of the Offer;
provided, however, that if a Transfer to such third party is not consummated
within ninety (90) days after the expiration of the foregoing fifteen (15) day
period at a purchase price not less than the purchase price set forth in the
Offer and substantially in accordance with the other terms and conditions of the
Offer, Employee shall not be entitled to Transfer the Offered Shares unless a
new Offer is obtained and the Offered Shares are then reoffered to the Company
in accordance with the foregoing procedures of this Section.
d. Settlement for the purchase of Offered Shares by the Company
pursuant to this Section shall be made within thirty (30) days following
the date of exercise of the option. Settlements for the purchase and sale of
Offered Shares shall, unless otherwise agreed to, be held at the principal
offices of the Company during regular business hours. The precise date and hour
of settlement shall be fixed by the Company (within the time limits allowed by
the provisions of this Agreement) by notice in writing to Employee given at
least five (5) days in advance of the settlement date specified. At settlement,
the Offered Shares being sold shall be delivered by Employee to the Company,
duly endorsed for transfer or with executed stock powers attached, with any
necessary documentary and transfer tax stamps affixed by Employee.
e. This Section shall not apply to a transfer of Shares by Employee
to his spouse, parents, siblings or lineal descendants or any such
persons or to a trust for the benefit of any of the foregoing (including trusts
for such Employee's benefit); provided, that any such transferee shall agree in
writing to be bound by, and to comply with, all applicable provisions of this
Agreement; provided, further, that any shares so transferred shall be held by
the transferee subject to the rights, obligations, sale/repurchase rights and
other burdens which would be imposed on Employee with respect to such Shares as
if he had not transferred the shares.
f. In connection with, and as a condition of, permitting any Transfer
or delivery of stock certificates under this Section, the Company may
require Employee to pay to it a sufficient sum to enable it to pay, or to
reimburse it for any payment made in respect of, any stamp tax or other
governmental charge in connection with such transfer or delivery.
g. The provisions of this Section 11 shall remain in full force and
effect until the closing of the first public offering of the Company's common
stock after the date hereof.
12. Noncompetition; Non-Solicitation: Proprietary Information: Property.
a. The Employee shall not, during all times (the "Term") that he is
employed or retained by, or otherwise associated with, the Company or a Company
Affiliate and for a period of twelve months thereafter (the "Restricted
Period"), do any of the following directly or indirectly without the prior
written consent of the Company:
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(1) engage or participate in any business activity competitive
with the Company's business, or the business of any of the Company
Affiliates, as same are conducted during the Term with respect to any period
during the Term, or upon the termination of the Term with respect to the balance
of the Restricted Period (the "Business");
(2) become interested in (as owner, stockholder, lender, partner,
co-venturer, director, officer, employee, agent, consultant or otherwise) any
person, firm, corporation, association or other entity engaged in any business
that is competitive with the Business during the Term or the balance of the
Restricted Period, or become interested in any portion of the business of any
person where such portion of such business is competitive with the Business
during the Term or the balance of the Restricted Period. Notwithstanding the
foregoing, Employee may hold not more than one percent (1%) of the outstanding
securities of any class of any publicly-traded securities of a company that is
so engaged.
b. Employee shall not, during the Term and for the balance of the
Restricted Period, do any of the following, directly or indirectly, without the
prior written consent of the Company:
(1) solicit, call on, or in any way contact, either directly or
indirectly, whether on behalf of Employee or any other person, any account,
client, customer or supplier with whom (or which) the Company or a Company
Affiliate shall have dealt at any time during the Term or for the two (2) year
period immediately preceding the Term;
(2) influence or attempt to influence any supplier, customer or
potential customer of the Company or a Company Affiliate to terminate or modify
any written or oral agreement or course of dealing with the Company or a Company
Affiliate;
(3) employ or retain, or arrange to have any other person or
entity employ or retain, any person who shall have been employed or
retained by the Company or a Company Affiliate as an employee, consultant,
agent, distributor or in a similar such capacity at any time during the Term; or
(4) influence or attempt to influence any such person to terminate
or modify his employment, consulting, agency, distributorship or other
arrangement with the Company or a Company Affiliate.
c. (1) Employee recognizes and acknowledges that the Proprietary
Information (as hereinafter defined) is a valuable, special and unique asset of
the business of the Company. As a result, both during the Term and thereafter,
Employee shall not, without the prior written consent of the Company, for any
reason either directly or indirectly divulge to any third-party or use for his
own benefit, or for any purpose other than the exclusive benefit of the Company,
any confidential, proprietary, business and technical information or trade
secrets of the Company or of any Company Affiliate ("Proprietary Information")
revealed, obtained or developed in the course of his retention with the Company
or Company Affiliate.
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Such Proprietary Information shall include, but shall not be limited to,
any information relating to research, computer codes or instructions, costs,
business studies, business procedures, finances, marketing data, methods, plans
and efforts, the identities of customers, contractors and suppliers and
prospective customers, contractors and suppliers, the terms of contracts and
agreements with customers, contractors and suppliers, personnel information,
customer and vendor credit information, and any other confidential information
relating to the business of the Company, provided, that nothing herein contained
shall restrict Employee's ability to make such disclosures during the Term as
may be necessary or appropriate to the effective and efficient discharge of his
duties to the Company or as such disclosures may be required by law, and further
provided, that nothing herein contained shall restrict Employee from divulging
or using for his own benefit or for any other purpose any Proprietary
Information which is readily available to the general public so long as such
information did not become available to the general public as a direct or
indirect result of Employee's breach of this Section 12(c)(1). Failure by the
Company to mark any of the Proprietary Information as confidential or
proprietary shall not affect its status as Proprietary Information under the
terms of this Agreement.
(2) In the event that the Employee is requested pursuant to, or
required by, applicable law or regulation or by legal process to
disclose any such Confidential Information, the Employee shall provide the
Company with prompt notice of such request or the receipt of legal process to
enable the Company to seek an appropriate protective order, to consult with the
Company with respect to the taking of steps to resist or narrow the scope of
such request or process, and/or waive compliance in whole or in part with the
Employee's agreement to maintain the confidentiality of such data or
information. If and to the extent after the foregoing notice, in the absence of
a protective order or receipt of a waiver under this Agreement, the Employee is,
in the written opinion of the Employee's counsel, compelled to disclose such
data or information or be liable for contempt or suffer censure or penalty or
violate applicable laws or regulations, the Employee may disclose such data or
information without liability to the Company under this Agreement.
d. All right, title and interest in and to Proprietary Information
shall be and remain the sole and exclusive property of the Company.
During the Term, Employee shall not remove from the Company's offices or
premises any documents, records, notebooks, files, correspondence, reports,
memoranda or similar materials of or containing Proprietary Information, or
other materials or property of any kind belonging to the Company unless
necessary or appropriate in accordance with his employment and, in the event
that such materials or property are removed, all of the foregoing shall be
returned to their proper files or places of safekeeping as promptly as possible
after the removal shall serve its specific purpose. Employee shall not make,
retain, remove and/or distribute any copies of any of the foregoing for any
reason whatsoever, except as disclosure shall be necessary in the performance of
his duties; and upon the termination of the Term, he shall leave with or return
to the Company all originals and copies of the foregoing then in his possession,
whether prepared by Employee or by others.
-13-
<PAGE>
e. Employee acknowledges that the restrictions contained in this
Section 12 are reasonable and necessary to protect the legitimate
interests of the Company and its affiliates and that the Company would not have
entered into this Agreement in the absence of such restrictions. Employee also
acknowledges that any breach by him of this Section 12 will cause continuing and
irreparable injury to the Company for which monetary damages would not be an
adequate remedy. Employee shall not, in any action or proceeding to enforce any
of the provisions of this Agreement, assert the claim or defense that such an
adequate remedy at law exists. In the event of such breach by Employee, the
Company shall have the right to enforce the provisions of this Section 12 by
seeking injunctive or other relief in any court, and this Agreement shall not in
any way limit remedies of law or in equity otherwise available to the Company.
If an action at law or in equity is necessary to enforce or interpret the terms
of this Agreement, the prevailing party shall be entitled to recover, in
addition to any other relief, reasonable attorneys' fees, costs and
disbursements. In the event that the provisions of this Section 12 should ever
be adjudicated to exceed the time, geographic, or other limitations permitted by
applicable law in any applicable jurisdiction, then such provisions shall be
deemed reformed in such jurisdiction to the maximum time, geographic, or other
limitations permitted by applicable law. In the event that Employee shall be in
breach of any of the restrictions contained in Sections 12(a) and/or (b) hereof,
then the Restricted Period shall be extended for a period of time equal to the
period of time that Employee is in breach of such restriction.
13. Change of Control.
a. If at any time while Employee is employed by the Company or a
Company Affiliate (i) there shall occur a Change of Control (as defined
below) or (ii) David R. Hamilton shall cease to be Chairman and Chief Executive
Officer of the Company (each of the foregoing, a "Section 13 Event"), then
Employee may elect at any time within twenty-four months after such event to
terminate Employee's employment upon thirty days prior written notice given at
any time within said twelve months, such termination to be effective at the
expiration of said thirty day period.
b. In the event that following the occurrence of a Section 13 Event,
(i) Employee makes such election to terminate Employee's employment as
set forth in Section 13(a) hereof, or (ii) Employee's employment shall be
terminated by the Company or a Company Affiliate (other than for Cause) within
twenty-four months following the occurrence thereof, then Employee shall receive
severance payments in accordance with Section 14 hereof "Employee Severance".
c. For purposes of this Section 13, a "Change of Control" means the
sale, transfer, assignment or other disposition (including by merger or
consolidation) by stockholders of the Company, in one transaction or a series of
related transactions, such that following such transaction(s) David R. Hamilton
and George McFadden, collectively, cease to own (directly, or indirectly through
their Affiliates) more than fifty percent (50%) of the voting power represented
by the then outstanding stock of the Company. For these purposes,
-14-
<PAGE>
"Affiliate" means (i) any entity directly or indirectly controlling,
controlled by or under common control with such stockholder, (ii) any immediate
family member of such stockholder, or (iii) any trust for the benefit of such
stockholder or any immediate family member of such stockholder.
14. Employee Severance. In the event that (a) Employee's employment with
the Company or a Company Affiliate shall be terminated at any time by the
Company (or a Company Affiliate, as the case may be) under the circumstances
described in Section 13(b) hereof following the occurrence of a Section 13
Event, then Employee shall, for a period of not less than twelve months
following the termination of Employee's employment, continue to receive
Employee's base salary and benefits package including the use of a company car
and related costs, reimbursement of club dues, health and dental plan,
participation in the Company's Pension and 401(k) plans and any additional
employee benefits which may be in effect at the time of such termination. Base
salary shall continue to be inclusive of all applicable income, social security
and other taxes and charges which are required by law to be withheld by the
Company and in accordance with Company's normal payroll practices for its
executives from time to time in effect.
15. Notice. Any notice or communication required or permitted under this
Agreement shall be made in writing and sent by certified or registered mail,
return receipt requested, addressed as follows:
If to the Company:
Chemical Leaman Corporation
102 Pickering Way
Exton, PA 19341
Fax: (610) 363-4233
If to the Employee:
Reuben M. Rosenthal
c/o Chemical Leaman Corporation
102 Pickering Way
Exton, PA 19341
Telephone (610) 363-4256
or to such other address as either party may from time to time duly
specify by notice given to the other party in the manner specified above.
16. Gender: Number. All pronouns and other words used herein shall
include all genders and the singular and the plural as the context requires.
-15-
<PAGE>
17. Headings. The headings of the Sections located herein are for
convenience only, and they are not part of this Agreement and shall not affect
its interpretation.
18. Applicable Law. This Agreement shall be governed by and be construed
in accordance with the internal laws of the Commonwealth of Pennsylvania,
without regard to the principles of conflicts of laws thereof.
19. Entire Agreement. This Agreement constitutes the entire
understanding among the parties with respect to the subject matter hereof, and
supersedes any prior understanding and/or written or oral agreements among them
with respect thereto, except as may be contained herein. This Agreement may not
be changed or modified, except by an Agreement in writing signed by each of the
parties hereto.
20. No Third Party Beneficiaries. This Agreement is for the sole benefit
of the parties hereto and their respective permitted successors and assigns, and
neither this Agreement, nor any provision hereof shall be construed as
conferring and are not intended to confer any rights on any other persons. In
furtherance and not in limitation of the foregoing, the parties hereto
acknowledge and agree that the Shares being sold hereunder are being sold by the
Company pursuant to this Agreement only, and are not being sold pursuant to a
plan or other arrangement generally available to the Company's employees.
21. Binding Effect. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefits of the parties hereto, their
successors and assigns.
22. Assignment. The Employee agrees not to transfer or assign this
Agreement, or any of the Employee's interest herein, and further agrees that the
transfer or assignment of the Shares shall be made only in accordance with
applicable laws and the terms of this Agreement.
23. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties executed this Purchase Agreement on the
date and year first written above.
CHEMICAL LEAMAN CORPORATION
By: /s/ David R. Hamilton
------------------------
Title
REUBEN M. ROSENTHAL
/s/ Reuben M. Rosenthal
---------------------------
Signature
-16-
EXHIBIT 10.16
<PAGE>
PROMISSORY NOTE
$188,088.00 Exton, PA
September 10, 1996
FOR VALUE RECEIVED, Reuben M. Rosenthal, an individual residing in the
Commonwealth of Pennsylvania (the "Maker") hereby promises to pay to the order
of CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Holder"), at
such place as the Holder may designate from time to time in writing, the
principal sum of One hundred eighty-eight thousand eighty-eight dollars
($188,088.00) in lawful money of the United States of America, together with
interest on the outstanding principal balance hereunder as hereinafter provided.
This Promissory Note is made in connection with the purchase by Maker and the
sale by the Holder of shares of the common stock of the Holder (the "Shares")
pursuant to the terms of a Stock Purchase Agreement (the "Agreement"), dated the
date hereof, by and among the Maker and the Holder. Capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed to them
in the Agreement.
1. Payments of Interest and Principal. Payments of principal plus interest
shall be payable in accordance with the terms hereof. If not prepaid in full
prior thereto, the outstanding principal balance hereunder shall be paid in full
on the tenth (10th) anniversary of the date of this Note (the "Maturity Date").
Interest shall be payable on the unpaid principal hereof outstanding from time
to time at a rate equal to 7.25% per annum. Interest shall be payable annually,
in arrears, commencing on December 31, 1996, and continuing each year
thereafter, until the Maturity Date, with the final installment of interest, and
any other accrued and unpaid interest hereon, payable on the Maturity Date.
Interest shall be calculated on the basis of actual days elapsed over a 365-day
year and shall be payable until the Maturity Date or until this Note is prepaid
in full pursuant to the terms set forth below. All amounts payable hereunder
shall be paid by the Maker in lawful money of the United States of America, by
check or wire transfer (at the Maker's option), or any other method approved in
advance by the Holder at the place designated by the Holder in writing to the
Maker, in immediately available and freely transferable funds at such place of
payment. Notwithstanding anything herein to the contrary, the effective rate of
interest hereunder shall not exceed the maximum effective rate of interest
permitted by applicable law or regulation.
2. Prepayments.
a. The Maker may prepay at any time all or any portion of the sums due
hereunder without penalty or premium.
b. In the event that, from time to time, the Maker (or any person to
whom any of the Shares are transferred in accordance with Section ll(e) of the
Agreement) sells, transfers or conveys all or any portion of the Shares for
consideration, including without limitation to the Holder, the Maker shall
immediately thereafter prepay this Note to the extent of the net proceeds
realized by the Maker (or such other seller) upon such sale, transfer or
conveyance. For purposes
1
<PAGE>
hereof, "net proceeds" shall be defined as the gross proceeds realized by
the Maker (or such other seller), less only reasonable attorneys' fees and other
customary and usual transaction costs incurred by Maker (or such other seller)
in connection therewith.
c. In the event that, from time to time, the Maker (or any person to
whom any of the Shares are transferred in accordance with Section 1l(e) of the
Agreement) shall receive cash dividends in respect of the Shares, the Maker
shall immediately thereafter prepay this Note to the extent of such dividends
received by the Maker (or such other seller).
d. Any prepayment hereunder shall be applied first to any accrued and
unpaid interest and then to principal in the inverse order of the due dates of
the installments thereof.
3. Events of Default. The occurrence of one or more of the following events
shall constitute an event of default hereunder (an "Event of Default"):
a. should there be any default in the payment of any installment of
principal and/or interest on any day whereon the same is payable as above
expressed, including without limitation, a mandatory prepayment pursuant to
Sections 2(b) or 2(c) hereof, and such default shall continue for a period of
five (5) days after written notice thereof from the Holder to the Maker; or
b. in the event that the Maker (i) makes an assignment for the benefit
of creditors, (ii) admits in writing his inability to pay his debts as they
become due, (iii) files a voluntary petition in bankruptcy, (iv) is adjudicated
as bankrupt or insolvent, (v) files any petition or answer seeking for himself
any relief under laws relating to reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law, or regulation, (vi) files any answer admitting or not
contesting the material allegation of a petition filed against the Maker in any
such proceeding, or (vii) seeks, consents to, or acquiesces in, the appointment
of any trustee, receiver, or liquidator of the Maker or of all or any
substantial part of the properties of the Maker; or
c. if, within 60 days after the commencement of an action against the
Maker seeking any relief under laws relating to reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under any
present or future statute, law or regulation, such action shall not have been
dismissed or all orders or proceedings under such action affecting the
operations or the business of the Maker stayed, or if the stay of any such order
or proceeding shall later be set aside, or if, within 60 days after the
appointment without the consent or acquiescence of the Maker of any trustee,
receiver, or liquidator of the Maker or of all or any substantial part of the
properties of the Maker, such appointment shall not have been vacated.
4. Remedies. Upon the occurrence of any Event of Default, the entire unpaid
principal sum hereunder plus any and all interest accrued thereon plus all other
sums due and payable to the Holder hereunder shall, at the option of the Holder,
become due and payable immediately. In the event that legal proceedings are
instituted to collect any amount due hereunder, the Maker agrees to pay the
Holder, in addition to the amount of the unpaid balance
2
<PAGE>
of principal and interest, all costs and expenses of such proceedings,
including reasonable attorney's fees. The remedies of the Holder provided herein
and in the Agreement, and the warrants of attorney herein or therein contained,
shall be cumulative and concurrent, and may be pursued singly, successively and
together at the sole discretion of the Holder, and may be exercised as often as
occasion therefor shall occur and the failure to exercise any such right or
remedy shall in no event be construed as a waiver or release of the same.
5. Non-Recourse. Notwithstanding the face amount hereof, or any other
provisions herein or in the Agreement, the Maker shall only be personally liable
under this Note for (a) an amount not to exceed twenty percent (20%) of (i) the
original face amount hereof, plus (ii) the aggregate amount of any interest
owing to the Holder from time to time hereunder, and (b) any amounts required to
be prepaid pursuant to Sections 2(b) and 2(c) hereof, and the Maker shall have
no other personal liability on account of this Note; provided that, in the event
that the Maker shall sell, transfer or convey all of the Shares to the Holder in
exchange for an amount that, together with all amounts paid to the Holder
pursuant to Section 5(b) hereof, does not equal or exceed the sum expressed in
Section 5(a) hereof, the Maker shall not be personally liable in respect hereof
for any additional amounts.
6. Notices. Notices of prepayment and all other notices to be given to the
Holder shall be given by overnight U.S. registered mail (return receipt
requested), overnight courier, or telecopier to the Holder at 102 Pickering Way,
Exton, Pennsylvania 19341, or at such other address as the Holder shall notify
the Maker thereof in writing.
7. Waivers. The Maker, to the extent permitted by law, waives and agrees
not to assert or take advantage of any of the following: (a) acceptance or
notice of acceptance of this Note by the Maker; (b) presentment and/or demand
for payment of this Note or any indebtedness or obligations hereby promised; and
(c) protest any notice of dishonor with respect to this Note or any indebtedness
or performance of obligations arising hereunder.
8. Exclusive Jurisdiction. Maker agrees that any action or proceeding
against him to enforce the Note shall be commenced in state or federal court in
the County of Chester in the Commonwealth of Pennsylvania, and Maker waives
personal service of process and agrees that a summons and complaint commencing
an action or proceeding in any such court shall be properly served and shall
confer personal jurisdiction if served in accordance with the notice provisions
set forth herein.
9. Severability. In the event that any provision of this Note is held to be
invalid, illegal or unenforceable in any respect or to any extent, such
provision shall nevertheless remain valid, legal and enforceable in all such
other respects and to such extent as may be permissible. Any such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Note, but this Note shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
3
<PAGE>
10. Transfer, etc.; Successors and Assigns. Neither the Maker nor the
Holder may assign or delegate any of its rights or obligations (as the case may
be) under this Note, except that the Holder may assign this Note to any
subsidiary or affiliate thereof.
11. Captions. The captions or headings of the paragraphs in this Note are
for convenience only and shall not control or affect the meaning or construction
of any of the terms or provisions of this Note.
12. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without reference
to conflict of laws principles.
IN WITNESS WHEREOF, the Maker has duly executed this Note the day and year
above first written.
Witness
/s/ Mary Ann Baier /s/ REUBEN M. ROSENTHAL
- ------------------------------- -------------------------------
REUBEN M. ROSENTHAL
Sworn to and subscribed before me
the 25th day of Oct. 1996
NOTARIAL SEAL
MARY LOUISE CORRIGAN, Notary Public
W. Whiteland Twp. Chester County
My Commission Expires June 5, 2000
EXHIBIT 10.17
<PAGE>
PLEDGE AGREEMENT
This Pledge Agreement (the "Agreement") is made as of the 10th day of
September, 1996, by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania
corporation (the "Company") and Reuben M. Rosenthal, a resident of the
Commonwealth of Pennsylvania ("Employee").
BACKGROUND
Pursuant to a Purchase Agreement, dated September 10, 1996, between the
Company and Employee, the Company sold to Employee 43.75 shares of the common
stock of the Company (the "Shares") in exchange for (a) a cash payment of
$74,412.00 and (b) a limited recourse promissory note of Employee, also dated
September 10, 1996, in the principal amount of $188,088.00 (the "Note"). It was
the intent of the parties to the Purchase Agreement that the obligations of
Employee under the Note be secured by the grant of a security interest in the
Shares. The parties hereto desire to evidence such grant by the execution and
delivery of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants herein contained, and intending to be legally bound,
Employee and the Company hereby agree as follows:
ARTICLE 1
PLEDGE
1.1. Grant of Security Interest. Employee hereby assigns, pledges and
grants to the Company a security interest in the Shares, together with all
additions thereto, substitutions or exchanges therefor, proceeds thereof and
distributions thereon (which shall be referred to collectively herein as the
"Collateral"), as collateral security for the Note and for the payment and
performance of all indebtedness, liability and obligations of Employee to
Company (collectively, the "Obligations"), whether for principal, interest,
fees, expenses or otherwise, now existing or hereafter created or arising under
the Purchase Agreement, the Note and this Agreement (collectively, the
"Documents"), all on the terms and conditions set forth herein. The Obligations
shall include amounts for which Employee has no personal liability pursuant to
Paragraph 5 of the Note.
1.2. Limitations on Encumbrances. Prior to the full payment and
performance of the Obligations, Employee agrees not to create or permit to exist
any lien, security interest, or other charge or encumbrance upon or with respect
to any of the Collateral, except the security interest under this Agreement.
1.3. Additional Security. Prior to the full payment and performance of
the Obligations, the Company shall be entitled to receive, as additional
Collateral any and all additional shares of stock or any other property of any
kind distributable on or by reason of the Shares pledged hereunder, whether in
the form of or by way of stock dividends or otherwise, with the sole exception
of normal, regularly declared cash dividends. If any of such property, other
than such cash dividends, shall come into the possession or control of Employee,
Employee shall hold or control and forthwith transfer and deliver the same to
Company subject to the provisions hereof.
1.4. Rights Prior to a Default. So long as no default has occurred
under any of the Obligations or Documents and Employee is in full compliance
with the terms hereof:
<PAGE>
(a) Employee shall be entitled to receive and retain any normal,
regularly declared cash dividends paid on the Shares pledged hereunder.
(b) Employee may exercise all voting rights, if any, pertaining to
the Shares for any purpose.
1.5. Further Assurances. Employee shall take all actions (and execute
and deliver from time to time all instruments and documents) necessary or
appropriate or reasonably requested by Company, to continue the validity,
enforceability and perfected status of the pledge of the Shares hereunder.
<PAGE>
1.6 No Obligations. The Company shall be under no obligation to take
any actions and shall have no liability (except for negligence or willful
misconduct) with respect to the preservation or protection of the pledged Shares
or any underlying interests represented thereby as against any prior or other
parties.
1.7. Extensions, etc. Employee agrees that the Company, at any time and
without affecting its rights in the pledged Shares and without notice to
Employee, may grant any extensions, releases or other modifications of any kind
respecting the Documents, Obligations and any collateral security therefor and
Employee, except as otherwise provided herein or in the Documents, waives all
notices of any kind in connection with the Obligations, the Documents and any
changes therein or defaults or enforcement proceedings thereunder, whether
against Employee or any other party. Employee hereby waives any rights it has at
equity or in law to require the Company to apply any rights of marshalling or
other equitable doctrines in the circumstances.
1.8. Default. After the occurrence of an Event of Default (as defined
in the Note) or if any agreement of Employee hereunder is breached or proves to
be false (a "Default"):
(a) The Company may transfer or cause to be transferred any of the
pledged Shares into its own or a nominee's or nominees' names.
(b) The Company shall be entitled to receive and apply in payment
of the Obligations any cash dividends or other payment on the pledged Shares.
(c) The Company shall be entitled to exercise in the Company's
discretion all voting rights, if any, pertaining thereto and in connection
therewith and at the written request of the Company, Employee shall execute any
appropriate dividend, payment or brokerage orders or proxies.
(d) Employee shall take any action necessary or required or
reasonably requested by the Company, in order to allow the Company fully to
enforce the pledge of the Shares hereunder and realize thereon to the fullest
possible extent, including but not limited to the filing of any claims with any
court, liquidator or trustee, custodian, receiver or other like person or party.
(e) The Company shall have all the rights and remedies granted or
available to it hereunder, under the Uniform Commercial Code as in effect from
time to time in Pennsylvania, under any other statute or the common law, or
under any of the Documents, including the right to sell the pledged Shares or
any portion thereof at one or more public or private sales upon ten (10) days'
written notice and to bid thereat or purchase any part or all thereof in its own
or a nominee's or nominees' names, free and clear of any equity or redemption;
and to apply the net proceeds of the sale, after
<PAGE>
deduction for any expenses of sale, including the payment of all the Company's
reasonable attorneys' fees in connection with the Obligations and the sale, to
the payment of the Obligations in any manner or order which the Company in its
sole discretion may elect, without further notice to or consent of Employee and
without regard to any equitable principles of marshalling or other like
equitable doctrines.
1.9. Appointment as Attorney-in-Fact. Effective upon the occurrence of
a Default, Employee hereby irrevocably appoints Company as its attorney-in-fact
to execute, deliver and record, if appropriate, from time to time any
instruments or documents in connection with the Collateral, in Employee or the
Company's names.
1. 10. Duration of Provisions. The provisions of this Agreement shall
remain in full force and effect until the payment and satisfaction in full of
the Obligations.
ARTICLE 2
MISCELLANEOUS
2.1. Entire Agreement; Amendments. This Agreement, together with the
Note and the Purchase Agreement, constitute the entire understanding among the
parties hereto with respect to the subject matter contained herein and
supersedes any prior understandings and agreements among them respecting such
subject matter. In the event of any inconsistency between this Agreement shall
control.
2.2. Headings. The headings in this Agreement are for convenience of
reference only and shall not affect its interpretation.
2.3. Gender; Number. Words of gender may be read as masculine,
feminine, or neuter, as required by context. Words of number may be read as
singular or plural, as required by context.
2.4. Severability. If any provision of this Agreement is held illegal,
invalid, or unenforceable, such illegality, invalidity, or unenforceability will
not affect any other provision hereof. This Agreement shall, in such
circumstances, be deemed modified to the extent necessary to render enforceable
the provisions hereof.
2.5. Waiver. The failure of any party hereto to insist upon strict
performance of any of the terms or conditions of this Agreement will not
constitute a waiver of any of its rights hereunder.
2.6. Assignment. No party hereto may assign any of its rights or
delegate any of its obligations hereunder without the prior written consent of
the other parties hereto.
2.7. Successors and Assigns. This Agreement binds, inures to the
benefit of, and is enforceable by the successors and assigns of the parties
hereto, and does not confer any rights on any other persons or entities.
2.8. Governing Law. This Agreement shall be construed and enforced in
accordance with the law of the Commonwealth of Pennsylvania.
2.9. Counterparts. This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be
<PAGE>
deemed to be an original and all of which counterparts taken together shall
constitute but one and the same instrument.
2. 10. Personal Liability. Notwithstanding anything herein contained to
the contrary, Employee shall only be personally liable under the Note and this
Agreement to the extent set forth in Paragraph 5 of the Note.
IN WITNESS WHEREOF, the parties have executed this Agreement on
the date first above written.
ATTEST: CHEMICAL LEAMAN CORPORATION
By: By: /s/ Eugene C. Parkerson
--------------------------- -----------------------------
Title: Title:
Witness:
/s/ David M. Boucher /s/ REUBAN M. ROSENTHAL
- ------------------------------- ---------------------------------
REUBAN M. ROSENTHAL
EXHIBIT 10.18
<PAGE>
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS AND
ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND FROM EXEMPTIONS FROM REGISTRATION UNDER
APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THESE SECURITIES IS RESTRICTED
BY SUCH LAWS AND THE TERMS OF THIS AGREEMENT AND MAY NOT BE SOLD, OFFERED,
TRANSFERRED OR OTHERWISE DISPOSED OF FOR VALUE EXCEPT PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN
EXEMPTION THEREFROM TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR
STATE AGENCY OR AUTHORITY HAS PASSED ON, RECOMMENDED OR ENDORSED THE MERITS OF
THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PENNSYLVANIA SECURITIES LAWS GENERALLY PROHIBIT PENNSYLVANIA RESIDENTS FROM
SELLING THESE SECURITIES FOR A MINIMUM OF TWELVE MONTHS AFTER THE DATE OF
PURCHASE.
================================================================================
PURCHASE AGREEMENT
BETWEEN
CHEMICAL LEAMAN CORPORATION
AND
FERNANDO C. COLON-OSORIO
SEPTEMBER 10, 1996
================================================================================
-1-
<PAGE>
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT, dated September 10, 1996, is by and between
CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation with offices at 102
Pickering Way, Exton, PA 19341-0200 (the "Company") and Fernando C.
Colon-Osorio, an individual residing in the State of Massachusetts (the
"Consultant").
BACKGROUND
Consultant desires to purchase 34.875 shares of the common stock of the
Company, par value $2.50 per share (the "Shares") from the Company and the
Company desires to sell the Shares to Consultant, and in connection therewith,
the Company and Consultant each desire to set forth certain limitations relating
to the Shares, any other securities of the Company or any of its subsidiaries or
affiliates (the "Affiliated Securities") and any Rights (as defined in Section 7
hereof) relating to securities of the Company or any of its subsidiaries or
affiliates (collectively, the "Company Affiliates") held by Consultant, all upon
the terms and subject to the conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
1. Purchase and Sale of the Shares. Subject to the terms and conditions set
forth herein, Consultant hereby subscribes for and agrees to purchase from the
Company and the Company hereby agrees to sell to Consultant, on the date hereof,
the Shares.
2. Purchase Price. As full payment for the Shares, on the date hereof,
Consultant shall pay to the Company an amount equal to Six thousand dollars
($6,000.00) per Share, for an aggregate purchase price of Two hundred nine
thousand two hundred fifty dollars ($209,250.00) (the "Purchase Price") by the
delivery to the Company of a promissory note in the aggregate principal amount
of $209,250.00 in substantially the form attached hereto as Exhibit A (the
"Note"). Notwithstanding anything herein contained to the contrary, Consultant
shall only be personally liable under the Note and this Section 2 to the extent
set forth in Paragraph 5 of the Note.
3. Gross-Up Bonus. For so long as Consultant is retained by the Company or
is a member of the Board of Directors of the Company, on the date that an
interest payment is due and is paid to the Company under the Note, the Company
shall pay to Consultant, contemporaneously with the payment of such interest
payment, a bonus (the "Bonus") in an amount equal to (i) the amount of such
interest payment, plus (ii) the amount required to enable Consultant to pay any
Federal, state or other applicable taxes on such Bonus.
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4. Representations and Warranties of the Company. The Company represents
and warrants as follows:
a. The Company is a corporation duly organized, validly existing, and
in good standing under the laws of the Commonwealth of Pennsylvania, and
has full corporate power and authority to carry on its business as it is now
being conducted and to own and operate the properties and assets now owned and
operated by it.
b. The Company has the power and authority to execute, deliver and
perform this Agreement. The Agreement is a valid and binding obligation of
the Company, enforceable in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or
similar laws affecting the enforcement of creditors' rights generally.
c. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby and thereby do not and will
not contravene any provision of the Articles of Incorporation or Bylaws of the
Company; nor violate, be in conflict with, or constitute a default under, cause
the acceleration of any payments pursuant to, or otherwise impair the good
standing, validity or effectiveness of any agreement, contract, indenture,
lease, or mortgage, or subject any property or asset of the Company to any
indenture, mortgage, contract, commitment, or agreement, other than this
Agreement, to which the Company is a party or by which the Company or any of its
assets is bound; or violate any provision of law, rule, regulation, order,
permit, or license to which the Company is subject.
d. Upon issuance thereof, the Shares will be validly issued and
outstanding, fully paid and nonassessable, not subject to preemptive or any
other similar rights of the shareholders of the Company or others and will be
free and clear of any and all liens and encumbrances (except for any
restrictions imposed by this Agreement, by the Applicable Laws (as hereinafter
defined) or by the Securities Act of 1933, as amended (the "Securities Act").
5. Representations and Warranties of the Consultant. The Consultant hereby
represents, warrants, acknowledges and/or agrees as follows:
a. The Consultant is acquiring the Shares solely for his own account,
for investment purposes, and not with a view to resale or distribution of
all or any part thereof. The Consultant has no present arrangement,
understanding or agreement for transferring or disposing of all or any part of
the Shares. The Consultant will not sell, transfer or otherwise dispose of any
of his Shares, in any manner, unless at the time of any such transfer: (a) a
Registration (as hereinafter defined) under the Securities Act and under the
Applicable Laws is in effect with respect to the Shares to be sold, transferred
or disposed of, and the Consultant complies with all of the requirements of the
Securities Act and the Applicable Laws with respect to the proposed transaction;
or (b) the Consultant has obtained and has provided to the Company an opinion
from counsel reasonably satisfactory to the Company (as to both the
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counsel rendering such opinion and the substance of the opinion) that the
proposed sale, transfer or disposition does not require Registration under the
Securities Act or the Applicable Laws. As used herein: the term "Registration"
means registration under the Securities Act and, with respect to the Applicable
Laws, such registration thereunder (or, with respect to any of the Applicable
Laws which do not provide for registration, such compliance therewith which is
similar to registration) which has then resulted in statutory or administration
authorization for the proposed transaction; and the term "Applicable Laws" means
any applicable state securities laws and any other applicable law.
b. The Consultant has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of an
investment in the Shares and to form an investment decision with respect
thereto. Prior to the execution of this Agreement, the Consultant and his
advisers, if any, have received and carefully read the Company's current
quarterly and last annual audited financial statements. The Consultant and his
advisers, if any, have also made such other investigation, review, examination
and inquiry concerning the Company and its business and affairs as they have
deemed appropriate; and the Consultant and his advisers, if any, have been
offered the opportunity to ask such questions and obtain such additional
information concerning the Company and its business and affairs as they have
requested so as to understand the nature of the investment in the Shares,
including, without limitation, the merits and risks thereof, and to verify the
accuracy of the information obtained as a result of such investigation.
c. The Consultant has received and carefully read the Company's
financial statements for the years ended December 31, 1996 and December 31,
1995. Other than as may be set forth herein, the Consultant has not received any
other written material or oral representation of any person with respect to the
Company or this Agreement. Further, the Consultant has had the opportunity to
ask questions of, and receive answers from, officers and directors of the
Company and persons acting on its behalf concerning the terms and conditions of
this Agreement. The Consultant has received sufficient information relating to
the Company to enable her to make an informed decision with respect to
Consultant's investment in the Company.
d. The Consultant has adequate net worth and means of providing for his
current needs and personal contingencies and can afford to sustain a complete
loss of the Consultant's investment in the Company. The Consultant recognizes
that an investment in the Company is speculative and involves certain risks, and
the Consultant has taken full cognizance of and understands and can evaluate all
of the risks of the investment in the Shares. The Consultant acknowledges that
these risks include, without limitation, the following:
(1) The Company and its operations are subject to all the risks
inherent in the establishment and growth of a business in the trucking industry.
The likelihood of the success of the Company must be considered in light of the
problems, complications and delays frequently encountered in connection with the
trucking industry. There can be no assurance that the Company will operate at a
profit.
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(2) The Shares represent a minor portion of the outstanding capital
stock of the Company. Thus, it can be expected that the current majority owners,
by virtue of their percentage share ownership, will continue to have the
unrestricted ability to determine the composition of the Board of Directors and
the policies of the Company.
(3) It is highly unlikely that dividends will be paid with respect to
the Shares. Moreover, there can be no assurance that the operations of the
Company will generate sufficient revenues to enable the Company to declare or
pay dividends on or make distributions with respect to the Shares, or that such
dividends shall be permitted by the terms of the Company's credit facility with
its senior lender.
(4) The Consultant recognizes that:
(a) The existing shareholders of the Company (i.e., those who have
been issued capital stock prior to the date hereof) have paid different amounts
per share for their shares of common stock.
(b) The Company does not represent nor has it been implied that
any of the Shares can be resold at the offering price.
(c) The Consultant acknowledges that no Federal, state or foreign
agency has passed upon, approved, recommended or endorsed the merits of the
Shares for investment, or for any other purpose.
e. The Consultant understands that the Shares are being offered and sold
in reliance on specific exemptions from the registration requirements of Federal
and state law and that the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings set
forth herein in order to determine the applicability of such exemptions and the
suitability of the Consultant to acquire the Shares.
f. The Consultant understands that (i) there is no established market
for the Shares, nor is any such market expected to develop, and (ii) neither the
Company nor any other person has any obligation or intention to effect the
Registration of the Consultant's Shares for sale, transfer or disposition by the
Consultant under the Securities Act or the Applicable Laws, or to take any
action or provide any information (including, without limitation, the filing of
reports or the publication of information required by Rule 144 under the
Securities Act) which would make available any exemption from the Registration
requirements of the Securities Act or the Applicable Laws. The Consultant must
therefore hold his Shares indefinitely unless a subsequent Registration or
exemption therefrom is available and is obtained.
g. The Consultant understands that he is not entitled to cancel,
terminate or revoke this subscription, except as may otherwise be set forth in
this Section 5.
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h. (1) If the Consultant is a Massachusetts resident, the Consultant has
received and read the notice of his right to withdraw under certain
circumstances his subscription for Shares hereunder. The Consultant represents
that he understands that, in accepting an offer made pursuant to this Agreement
to purchase Shares hereby, the Consultant may elect, within two business days
after the Company is in receipt of this executed Agreement, to withdraw from the
Agreement and receive a full refund of all monies paid for the Shares. Such
withdrawal will be without any further liability to the Consultant. To
accomplish this withdrawal, the Consultant need only send a letter or a telegram
to the Company indicating his intention to withdraw. If a letter is sent, the
Consultant understands that it should be sent by registered or certified mail,
return receipt requested, to ensure that it is received and also to evidence the
date on which it is mailed. If the Consultant orally requests to withdraw, he
should ask for written confirmation that the request has been received.
(2) The Consultant also agrees that he will not sell any of the
Shares acquired hereby within twelve months from the date of purchase
except in accordance with the requirements of the Pennsylvania Securities Act of
1972, as amended, as well as the Securities Act.
i. No broker or finder has acted for the Consultant in connection with
his purchase of the Shares and no broker or finder is entitled to any broker's
or finder's fees or other commissions in connection therewith based on
agreements between the Consultant and any broker or finder.
j. The Consultant is a resident of the State of Massachusetts. If an
individual, the Consultant is a citizen of the United States of America, is at
least 21 years of age, and has the legal capacity to execute, deliver and
perform this Agreement.
k. All information which the Consultant has provided to the Company
concerning such Consultant, such Consultant's financial position and such
Consultant's knowledge of financial and business matters, including all
information contained herein, is true and complete as of the date hereof.
1. Appropriate restrictive endorsement(s) will be placed upon the
certificates evidencing the Shares subscribed to hereby to reflect the foregoing
and that the Company will give appropriate stop transfer instructions to the
person(s) in charge of the transfer of the Consultant's Shares.
6. Restrictive Legend. Stock Certificates representing the Shares issued
to the Consultant pursuant hereto shall bear the following legends:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
PLEDGED, HYPOTHECATED, SOLD
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OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE
SECURITIES LAWS OR A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH PLEDGE, HYPOTHECATION, SALE OR TRANSFER IS EXEMPT
THEREFROM UNDER ANY SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.
THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES BY
ACCEPTANCE HEREOF THAT SUCH HOLDER WILL NOT SELL ANY OF SUCH SECURITIES
WITHIN TWELVE MONTHS FROM THE DATE OF THE PURCHASE THEREOF EXCEPT IN
ACCORDANCE WITH THE REQUIREMENTS OF THE PENNSYLVANIA SECURITIES ACT OF
1972, AS AMENDED.
7. Termination of Options. Warrants and other Rights. Consultant hereby
cancels and terminates in all respects any and all Rights that may be held by
Consultant on the date hereof (collectively, the "Terminated Rights"). On the
date hereof, Consultant has delivered to the Company for cancellation any
original documents in Consultant's control or possession evidencing or
representing any such Terminated Rights. Consultant hereby releases the Company,
the Company Affiliates, their respective directors, officers, employees and
agents, and their respective successors and assigns, from any liability to
Consultant whatsoever relating to, arising out of, or in connection with, such
Terminated Rights. The foregoing provisions shall not be construed to limit the
ability of the Company to grant or issue to Consultant, after the date hereof,
any similar rights to acquire any capital stock or other securities of the
Company and/or the Company Affiliates, including options or warrants. For
purposes of this Agreement, "Rights" shall mean any contracts, subscriptions,
calls, rights to convert, commitments or rights of any character or kind,
including without limitation, options or warrants, to purchase or otherwise
acquire or to require the Company and/or the Company Affiliates, to issue any
capital stock or other securities of the Company and/or any other Affiliated
Securities.
8. Mandatory Company Obligation to Repurchase Shares at Premium On
Occurrence of Certain Events.
a. In the event (i) that the Consultant shall die ("Death"), or the
disability of the Consultant such that Consultant is unable to perform his or
her duties and responsibilities to the Company or any Company Affiliate to the
full extent required by reasons of illness, injury or incapacity for a period of
more than one hundred twenty (120) consecutive days or more than two hundred
seventy (270) days, in the aggregate, during any three hundred sixty-five (365)
day period ("Disability"), ( (Death and Disability, collectively the "Section 8
Events"), the Company shall (unless otherwise prevented by law) redeem all of
the Shares owned by the Consultant at the time of such Section 8 Event. The
purchase price for the Shares so redeemed pursuant to the provisions of this
Section 8 shall be equal to the greater of (x) the price paid for such Shares by
the Consultant, and (y) the fair market value of such Shares, which shall be
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mutually agreed upon by the Consultant and Company; provided that, in
the event the Consultant and Company cannot agree upon the fair market value for
such Shares within thirty (30) days following the Section 8 Event in question,
the fair market value of such Shares shall be determined by appraisal (pursuant
to Sections 8(b) and 8(c) hereof).
b. Such appraisal shall be conducted by an independent investment
banking firm engaged by Company and agreed upon by the Consultant (or
Consultant's personal representative or executor, if applicable); provided,
however, that if the Company and Consultant (or Consultant's personal
representative or executor, if applicable) cannot agree on an appraiser within
forty (40) days following the Section 8 Event in question, each of the Company
and Consultant (or Consultant's personal representative or executor, if
applicable) shall within five (5) days thereafter select one appraiser, and such
appraisers shall mutually agree within forty-five (45) days thereafter upon the
value of such Shares; and further provided, if such appraisers cannot mutually
agree upon the value of such Shares, the appraisers shall (on or prior to such
forty-fifth (45th) day) mutually agree upon a third appraiser, which third
appraiser shall determine, in its sole discretion, the value of such Shares. The
Company shall be responsible for all of the costs of such appraisal. Any time
periods set forth in this Section 8 shall be adjusted in order to account for
any delay caused by such appraisal.
c. If the determination of the fair market value of the Shares by the
appraiser(s) depends on or takes into account the net income or projected net
income of the Company for any prior or future period, the appraiser(s) shall be
directed to exclude from such net income or projected net income any amounts
paid or projected to be paid to or for the benefit of David R. Hamilton and to
George McFadden in excess of their base salary and consulting fees and other
base compensation, if any.
d. Settlement for the purchase of such Shares by the Company pursuant to
this Section shall be made within one (1) year following the date of the Section
8 Event, unless the Company for any reason is legally prohibited from redeeming
any of those Shares, in which case the Company shall thereafter redeem such
shares on the earliest date(s) on which the Company is no longer so prohibited
from redeeming such Shares, or unless the Company has not obtained all required
third party consents to such purchase, in which case settlement shall occur as
promptly as practicable following the date that the Company shall obtain such
consents. The Company hereby agrees to use its best efforts to obtain all such
requisite third party consents. All settlements for the purchase and sale of
such Shares shall, unless otherwise agreed to by the Company and Consultant (or
Consultant's personal representative or executor, if applicable), be held at the
principal offices of the Company during regular business hours. The precise date
and hour of settlement shall be fixed by the Company (within the time limits
allowed by the provisions of this Section) by notice in writing to Consultant
(or Consultant's personal representative or executor, if applicable) given at
least five (5) days in advance of the settlement date specified. At settlement,
the Shares being sold shall be delivered by Consultant (or Consultant's personal
representative or executor, if applicable) to the Company, duly
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endorsed for transfer or with executed stock powers attached, with any
necessary documentary and transfer tax stamps affixed by Consultant.
9. Mandatory Company Obligation to Repurchase Shares at Premium On
Occurrence of Other Events.
a. In the event that (i) the Consultant voluntarily terminates his
consulting arrangement with the Company or a Company Affiliate and resigns as a
member of the Board of Directors of the Company, as the case may be (except as
set forth in Section 10 below) or (ii) the Consultant's consulting arrangement
is terminated by the Company without Cause (as defined below) and Consultant's
position as a member of the Board of Directors of the Company is terminated by
the Company (any of the foregoing, a "Section 9 Event"), the Company shall
(unless otherwise prevented by law), redeem up to all of the Shares owned by the
Consultant at the time of such Section 9 Event. The purchase price for any
Shares redeemed pursuant to the provisions of Section 9(a)(i) hereof shall be
equal to (x) the greater of the price paid by the Consultant for each such
Share, and (y) an amount equal to two-thirds of the fair market value of such
Shares (as determined in accordance with the provisions of Section 8 hereof).
The purchase price for any Shares redeemed pursuant to the provisions of Section
9(a)(ii) hereof shall be equal to the greater of (r) the price paid by the
Employees for each such Share, and (s) the fair market value of such Shares (as
determined in accordance with the provisions of Section 8 hereof.)
b. Settlement for the purchase of such Shares by the Company pursuant to
this Section shall be made within one (1) year following the date of the Section
9 Event, unless the Company for any reason is legally prohibited from redeeming
any of those Shares, in which case the Company may thereafter redeem such shares
on the earliest date(s) on which the Company is no longer so prohibited from
redeeming such Shares, or unless the Company has not obtained all required third
party consents to such purchase, in which case settlement shall occur as
promptly as practicable following the date that the Company shall obtain such
consents. The Company hereby agrees to use its best efforts to obtain all such
requisite third party consents. Settlement for the purchase and sale of such
Shares shall, unless otherwise agreed to by the Company and Consultant, be held
at the principal offices of the Company during regular business hours. The
precise date and hour of settlement shall be fixed by the Company (within the
time limits allowed by the provisions of this Section) by notice in writing to
Consultant given at least five (5) days in advance of the settlement date
specified. At settlement, the Shares being sold shall be delivered by Consultant
to the Company, duly endorsed for transfer or with executed stock powers
attached, with any necessary documentary and transfer tax stamps affixed by
Consultant in exchange for the purchase price therefor.
10. Optional Company Right to Repurchase Shares for Purchase Price
Thereof.
a. In the event (each of the following, a "Section 10 Event") that the
Consultant's consulting arrangement with the Company or a Company Affiliate
shall cease as a consequence of (a) the Consultant's willful or gross
malfeasance or gross misconduct with
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respect to the Company or a Company Affiliate, including without
limitation, fraud, embezzlement, theft or proven dishonesty or (b) Consultant's
conviction of a felony (the events described in subsections (a) and (b),
collectively, "Cause"), the Company may (unless otherwise prevented by law), at
its option, upon written notice thereof given within 30 days of such Section 10
Event and upon the tender of payment therefor, redeem all of the Shares owned by
the Consultant at the time of such Section 10 Event. The purchase price for any
Shares so redeemed pursuant to the provisions of this Section 10 shall be equal
to the price paid by the Consultant for such Shares.
b. Settlement for the purchase of such Shares by the Company pursuant to
this Section shall be made within one (1) year following the date of the Section
10 Event, unless the Company for any reason is legally prohibited from redeeming
any of those Shares, in which case the Company may thereafter redeem such shares
on the earliest date(s) on which the Company is no longer so prohibited from
redeeming such shares, or unless the Company has not obtained all required third
party consents to such purchase, in which case settlement shall occur as
promptly as practicable following the date that the Company shall obtain such
consents. All settlements for the purchase and sale of such Shares shall, unless
otherwise agreed to by the Company and Consultant, be held at the principal
offices of the Company during regular business hours. The precise date and hour
of settlement shall be fixed by the Company (within the time limits allowed by
the provisions of this Section) by notice in writing to Consultant given at
least five (5) days in advance of the settlement date specified. At settlement,
the Shares being sold shall be delivered by Consultant to the Company, duly
endorsed for transfer or with executed stock powers attached, with any necessary
documentary and transfer tax stamps affixed by Consultant.
11. Company Purchase Option.
a. Consultant shall not (either during or following Consultant's
employment with the Company) transfer, sell, donate, pledge or otherwise dispose
of or encumber (collectively, "Transfer") any Shares except as provided in this
Section 11.
b. In the event Consultant (either during or following Consultant's
employment with the Company) desires to in any way directly or indirectly,
Transfer, either voluntarily or involuntarily, all or any portion of his Shares,
Consultant shall first obtain a bona fide written offer which he desires to
accept (hereinafter called the "Offer") to purchase the Shares which he desires
to sell ("Offered Shares"). Consultant shall then provide written notice to the
Company of such desire which notice shall set forth the price per share for the
Offered Shares set forth in the Offer, and the other terms and conditions upon
which Consultant shall sell the Offered Shares. The purchase price payable by
the Company for such Offered Shares shall be equal to the price per Share paid
by the Consultant for such Shares.
c. For a period of fifteen (15) days after the delivery to the Company
of notice of the Offer, the Company shall have the option, exercisable by
written notice to Consultant, to purchase the Offered Shares for the purchase
price set forth above. If the Company does not
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exercise its option to purchase the Offered Shares within the applicable
fifteen (15) day period, the Company's option to purchase the Offered Shares
shall terminate and Consultant shall have the right to sell the Offered Shares
to the third party making the Offer at a purchase price not less than the
purchase price set forth in the Offer and substantially in accordance with the
other terms and conditions of the Offer; provided, however, that if a Transfer
to such third party is not consummated within ninety (90) days after the
expiration of the foregoing fifteen (15) day period at a purchase price not less
than the purchase price set forth in the Offer and substantially in accordance
with the other terms and conditions of the Offer, Consultant shall not be
entitled to Transfer the Offered Shares unless a new Offer is obtained and the
Offered Shares are then reoffered to the Company in accordance with the
foregoing procedures of this Section.
d. Settlement for the purchase of Offered Shares by the Company pursuant
to this Section shall be made within thirty (30) days following the date of
exercise of the option. Settlements for the purchase and sale of Offered Shares
shall, unless otherwise agreed to, be held at the principal offices of the
Company during regular business hours. The precise date and hour of settlement
shall be fixed by the Company (within the time limits allowed by the provisions
of this Agreement) by notice in writing to Consultant given at least five (5)
days in advance of the settlement date specified. At settlement, the Offered
Shares being sold shall be delivered by Consultant to the Company, duly endorsed
for transfer or with executed stock powers attached, with any necessary
documentary and transfer tax stamps affixed by Consultant.
e. This Section shall not apply to a transfer of Shares by Consultant to
his spouse, parents, siblings or lineal descendants or any such persons or to a
trust for the benefit of any of the foregoing (including trusts for such
Consultant's benefit); provided, that any such transferee shall agree in writing
to be bound by, and to comply with, all applicable provisions of this Agreement;
provided, further, that any shares so transferred shall be held by the
transferee subject to the rights, obligations, sale/repurchase rights and other
burdens which would be imposed on Consultant with respect to such Shares as if
he had not transferred the shares.
f. In connection with, and as a condition of, permitting any Transfer or
delivery of stock certificates under this Section, the Company may require
Consultant to pay to it a sufficient sum to enable it to pay, or to reimburse it
for any payment made in respect of, any stamp tax or other governmental charge
in connection with such transfer or delivery.
g. The provisions of this Section 11 shall remain in full force and
effect until the closing of the first public offering of the Company's common
stock after the date hereof.
12. Noncompetition; Non-Solicitation: Proprietary Information; Property.
a. The Consultant shall not, during all times (the "Term") that he is
employed or retained by, or otherwise associated with, the Company or a Company
Affiliate and for a
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period of twenty-four (24) months thereafter (the "Restricted Period"),
do any of the following directly or indirectly without the prior written consent
of the Company:
(1) engage or participate in any business activity competitive with
the Company's business, or the business of any of the Company Affiliates,
(defined as all of the Company's present business activities including
transportation of bulk chemicals or industrial gases by truck and any and all
related activities) as same are conducted during the Term with respect to any
period during the Term, or upon the termination of the Term with respect to the
balance of the Restricted Period (the "Business");
(2) become interested in (as owner, stockholder, lender, partner,
co-venturer, director, officer, consultant, agent, consultant or otherwise) any
person, firm, corporation, association or other entity engaged in any business
that is competitive with the Business during the Term or the balance of the
Restricted Period, or become interested in any portion of the business of any
person where such portion of such business is competitive with the Business
during the Term or the balance of the Restricted Period. Notwithstanding the
foregoing, Consultant may hold not more than one percent (1%) of the outstanding
securities of any class of any publicly-traded securities of a company that is
so engaged.
b. Consultant shall not, during the Term and for the balance of the
Restricted Period, do any of the following, directly or indirectly, without the
prior written consent of the Company:
(1) solicit, call on, or in any way contact, either directly or
indirectly, whether on behalf of Consultant or any other person, any account,
client, customer or supplier with whom (or which) the Company or a Company
Affiliate shall have dealt at any time during the Term or for the two (2) year
period immediately preceding the Term;
(2) influence or attempt to influence any supplier, customer or
potential customer of the Company or a Company Affiliate to terminate or modify
any written or oral agreement or course of dealing with the Company or a Company
Affiliate;
(3) employ or retain, or arrange to have any other person or entity
employ or retain, any person who shall have been employed or retained by the
Company or a Company Affiliate as an employee, consultant, agent, distributor or
in a similar such capacity at any time during the Term; or
(4) influence or attempt to influence any such person to terminate or
modify his employment, consulting, agency, distributorship or other arrangement
with the Company or a Company Affiliate.
c. (1) Consultant recognizes and acknowledges that the Proprietary
Information (as hereinafter defined) is a valuable, special and unique asset of
the business of the Company. As a result, both during the Term and thereafter,
Consultant shall not, without
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the prior written consent of the Company, for any reason either
directly or indirectly divulge to any third-party or use for his own benefit, or
for any purpose other than the exclusive benefit of the Company, any
confidential, proprietary, business~and technical information or trade secrets
of the Company or of any Company Affiliate ("Proprietary Information") revealed,
obtained or developed in the course of his retention with the Company or Company
Affiliate. Such Proprietary Information shall include, but shall not be limited
to, any information relating to research, computer codes or instructions, costs,
business studies, business procedures, finances, marketing data, methods, plans
and efforts, the identities of customers, contractors and suppliers and
prospective customers, contractors and suppliers, the terms of contracts and
agreements with customers, contractors and suppliers, personnel information,
customer and vendor credit information, and any other confidential information
relating to the business of the Company, provided, that nothing herein contained
shall restrict Consultant's ability to make such disclosures during the Term as
may be necessary or appropriate to the effective and efficient discharge of his
duties to the Company or as such disclosures may be required by law, and further
provided, that nothing herein contained shall restrict Consultant from divulging
or using for his own benefit or for any other purpose any Proprietary
Information which is readily available to the general public so long as such
information did not become available to the general public as a direct or
indirect result of Consultant's breach of this Section 12(c)(1). Failure by the
Company to mark any of the Proprietary Information as confidential or
proprietary shall not affect its status as Proprietary Information under the
terms of this Agreement.
(2) In the event that the Consultant is requested pursuant to, or
required by, applicable law or regulation or by legal process to disclose any
such Confidential Information, the Consultant shall provide the Company with
prompt notice of such request or the receipt of legal process to enable the
Company to seek an appropriate protective order, to consult with the Company
with respect to the taking of steps to resist or narrow the scope of such
request or process, and/or waive compliance in whole or in part with the
Consultant's agreement to maintain the confidentiality of such data or
information. If and to the extent after the foregoing notice, in the absence of
a protective order or receipt of a waiver under this Agreement, the Consultant
is, in the written opinion of the Consultant's counsel, compelled to disclose
such data or information or be liable for contempt or suffer censure or penalty
or violate applicable laws or regulations, the Consultant may disclose such data
or information without liability to the Company under this Agreement.
d. All right, title and interest in and to Proprietary Information
shall be and remain the sole and exclusive property of the Company. During the
Term, Consultant shall not remove from the Company's offices or premises any
documents, records, notebooks, files, correspondence, reports, memoranda or
similar materials of or containing Proprietary Information, or other materials
or property of any kind belonging to the Company unless necessary or appropriate
in accordance with his employment and, in the event that such materials or
property are removed, all of the foregoing shall be returned to their proper
files or places of safekeeping as promptly as possible after the removal shall
serve its specific purpose. Consultant shall not make, retain, remove and/or
distribute any copies of any of the foregoing
-13-
<PAGE>
for any reason whatsoever, except as disclosure shall be necessary in
the performance of his duties; and upon the termination of the Term, he shall
leave with or return to the Company all originals and copies of the foregoing
then in his possession, whether prepared by Consultant or by others.
e. Consultant acknowledges that the restrictions contained in this
Section 12 are reasonable and necessary to protect the legitimate interests of
the Company and its affiliates and that the Company would not have entered into
this Agreement in the absence of such restrictions. Consultant also acknowledges
that any breach by him of this Section 12 will cause continuing and irreparable
injury to the Company for which monetary damages would not be an adequate
remedy. Consultant shall not, in any action or proceeding to enforce any of the
provisions of this Agreement, assert the claim or defense that such an adequate
remedy at law exists. In the event of such breach by Consultant, the Company
shall have the right to enforce the provisions of this Section 12 by seeking
injunctive or other relief in any court, and this Agreement shall not in any way
limit remedies of law or in equity otherwise available to the Company. If an
action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to recover, in addition
to any other relief, reasonable attorneys' fees, costs and disbursements. In the
event that the provisions of this Section 12 should ever be adjudicated to
exceed the time, geographic, or other limitations permitted by applicable law in
any applicable jurisdiction, then such provisions shall be deemed reformed in
such jurisdiction to the maximum time, geographic, or other limitations
permitted by applicable law. In the event that Consultant shall be in breach of
any of the restrictions contained in Sections 12(a) and/or (b) hereof, then the
Restricted Period shall be extended for a period of time equal to the period of
time that Consultant is in breach of such restriction.
13. Notice. Any notice or communication required or permitted under
this Agreement shall be made in writing and sent by certified or registered
mail, return receipt requested, addressed as follows:
If to the Company:
Chemical Leaman Corporation
102 Pickering Way
Exton, PA 19341
Fax: (610) 363-4233
If to the Consultant:
Fernando C. Colon-Osorio
c/o The Acumen Group
420 Lakeside Avenue
Marlboro, MA 01752-4561
Telephone (508) 480-6988
-14-
<PAGE>
or to such other address as either party may from time to time duly
specify by notice given to the other party in the manner specified above.
14. Gender: Number. All pronouns and other words used herein shall include
all genders and the singular and the plural as the context requires.
15. Headings. The headings of the Sections located herein are for
convenience only, and they are not part of this Agreement and shall not affect
its interpretation.
16. Applicable Law. This Agreement shall be governed by and be construed in
accordance with the internal laws of the Commonwealth of Pennsylvania, without
regard to the principles of conflicts of laws thereof.
17. Entire Agreement. This Agreement constitutes the entire understanding
among the parties with respect to the subject matter hereof, and supersedes any
prior understanding and/or written or oral agreements among them with respect
thereto, except as may be contained herein. This Agreement may not be changed or
modified, except by an Agreement in writing signed by each of the parties
hereto.
18. No Third Party Beneficiaries. This Agreement is for the sole benefit of
the parties hereto and their respective permitted successors and assigns, and
neither this Agreement, nor any provision hereof shall be construed as
conferring and are not intended to confer any rights on any other persons. In
furtherance and not in limitation of the foregoing, the parties hereto
acknowledge and agree that the Shares being sold hereunder are being sold by the
Company pursuant to this Agreement only, and are not being sold pursuant to a
plan or other arrangement generally available to the Company's employees.
19. Binding Effect. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefits of the parties hereto, their
successors and assigns.
20. Assignment. The Consultant agrees not to transfer or assign this
Agreement, or any of the Consultant's interest herein, and further agrees that
the transfer or assignment of the Shares shall be made only in accordance with
applicable laws and the terms of this Agreement.
21. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to be one and the same instrument.
-15-
<PAGE>
IN WITNESS WHEREOF, the parties executed this Purchase Agreement on the
date and Year first written above.
CHEMICAL LEAMAN CORPORATION
By: /s/ Eugene C. Parkerson
----------------------------------
Eugene C. Parkerson
Executive Vice President
FERNANDO C. COLON-OSORIO
/s/ Fernando C. Colon-Osorio
-------------------------------------
Signature
EXHIBIT 10.19
<PAGE>
PROMISSORY NOTE
$209,250.00 Exton, PA
September 10, 1996
FOR VALUE RECEIVED, Fernando C. Colon-Osorio, an individual residing in
the State of Massachusetts (the "Maker") hereby promises to pay to the order of
CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Holder"), at such
place as the Holder may designate from time to time in writing, the principal
sum of Two hundred nine thousand two hundred fifty dollars ($209,250.00) in
lawful money of the United States of America, together with interest on the
outstanding principal balance hereunder as hereinafter provided. This Promissory
Note is made in connection with the purchase by Maker and the sale by the Holder
of shares of the common stock of the Holder (the "Shares") pursuant to the terms
of a Stock Purchase Agreement (the "Agreement"), dated the date hereof, by and
among the Maker and the Holder. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Agreement.
1. Payments of Interest and Principal. Payments of principal plus
interest shall be payable in accordance with the terms hereof. If not prepaid in
full prior thereto, the outstanding principal balance hereunder shall be paid in
full on the tenth (10th) anniversary of the date of this Note (the "Maturity
Date"). Interest shall be payable on the unpaid principal hereof outstanding
from time to time at a rate equal to 7.25% per annum. Interest shall be payable
annually, in arrears, commencing on December 31, 1996, and continuing each year
thereafter, until the Maturity Date, with the final installment of interest, and
any other accrued and unpaid interest hereon, payable on the Maturity Date.
Interest shall be calculated on the basis of actual days elapsed over a 365-day
year and shall be payable until the Maturity Date or until this Note is prepaid
in full pursuant to the terms set forth below. All amounts payable hereunder
shall be paid by the Maker in lawful money of the United States of America, by
check or wire transfer (at the Maker's option), or any other method approved in
advance by the Holder at the place designated by the Holder in writing to the
Maker, in immediately available and freely transferable funds at such place of
payment. Notwithstanding anything herein to the contrary, the effective rate of
interest hereunder shall not exceed the maximum effective rate of interest
permitted by applicable law or regulation.
2. Prepayments.
a. The Maker may prepay at any time all or any portion of the sums
due hereunder without penalty or premium.
b. In the event that, from time to time, the Maker (or any person
to whom any of the Shares are transferred in accordance with Section ll(e) of
the Agreement) sells, transfers or conveys all or any portion of the Shares for
consideration, including without limitation to the Holder, the Maker shall
immediately thereafter prepay this Note to the extent of the net proceeds
realized by the Maker (or such other seller) upon such sale, transfer or
conveyance. For purposes
1
<PAGE>
hereof, "net proceeds" shall be defined as the gross proceeds realized by the
Maker (or such other seller), less only reasonable attorneys' fees and other
customary and usual transaction costs incurred by Maker (or such other seller)
in connection therewith.
c. In the event that, from time to time, the Maker (or any person
to whom any of the Shares are transferred in accordance with Section 11(e) of
the Agreement) shall receive cash dividends in respect of the Shares, the Maker
shall immediately thereafter prepay this Note to the extent of such dividends
received by the Maker (or such other seller).
d. Any prepayment hereunder shall be applied first to any accrued
and unpaid interest and then to principal in the inverse order of the due dates
of the installments thereof.
3. Events of Default. The occurrence of one or more of the following
events shall constitute an event of default hereunder (an "Event of Default"):
a. should there be any default in the payment of any installment of
principal and/or interest on any day whereon the same is payable as above
expressed, including without limitation, a mandatory prepayment pursuant to
Sections 2(b) or 2(c) hereof, and such default shall continue for a period of
five (5) days after written notice thereof from the Holder to the Maker; or
b. in the event that the Maker (i) makes an assignment for the
benefit of creditors, (ii) admits in writing his inability to pay his debts as
they become due, (iii) files a voluntary petition in bankruptcy, (iv) is
adjudicated as bankrupt or insolvent, (v) files any petition or answer seeking
for himself any relief under laws relating to reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future statute, law, or regulation, (vi) files any answer admitting
or not contesting the material allegation of a petition filed against the Maker
in any such proceeding, or (vii) seeks, consents to, or acquiesces in, the
appointment of any trustee, receiver, or liquidator of the Maker or of all or
any substantial part of the properties of the Maker; or
c. if, within 60 days after the commencement of an action against
the Maker seeking any relief under laws relating to reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under any
present or future statute, law or regulation, such action shall not have been
dismissed or all orders or proceedings under such action affecting the
operations or the business of the Maker stayed, or if the stay of any such order
or proceeding shall later be set aside, or if, within 60 days after the
appointment without the consent or acquiescence of the Maker of any trustee,
receiver, or liquidator of the Maker or of all or any substantial part of the
properties of the Maker, such appointment shall not have been vacated.
4. Remedies. Upon the occurrence of any Event of Default, the entire
unpaid principal sum hereunder plus any and all interest accrued thereon plus
all other sums due and payable to the Holder hereunder shall, at the option of
the Holder, become due and payable immediately. In the event that legal
proceedings are instituted to collect any amount due hereunder, the Maker agrees
to pay the Holder, in addition to the amount of the unpaid balance
2
<PAGE>
of principal and interest, all costs and expenses of such proceedings, including
reasonable attorney's fees. The remedies of the Holder provided herein and in
the Agreement, and the warrants of attorney herein or therein contained, shall
be cumulative and concurrent, and may be pursued singly, successively and
together at the sole discretion of the Holder, and may be exercised as often as
occasion therefor shall occur and the failure to exercise any such right or
remedy shall in no event be construed as a waiver or release of the same.
5. Non-Recourse. Notwithstanding the face amount hereof, or any other
provisions herein or in the Agreement, the Maker shall only be personally liable
under this Note for (a) an amount not to exceed twenty percent (20%) of (i) the
original face amount hereof, plus (ii) the aggregate amount of any interest
owing to the Holder from time to time hereunder, and (b) any amounts required to
be prepaid pursuant to Sections 2(b) and 2(c) hereof, and the Maker shall have
no other personal liability on account of this Note; provided that, in the event
that the Maker shall sell, transfer or convey all of the Shares to the Holder in
exchange for an amount that, together with all amounts paid to the Holder
pursuant to Section 5(b) hereof, does not equal or exceed the sum expressed in
Section 5(a) hereof, the Maker shall not be personally liable in respect hereof
for any additional amounts.
6. Notices. Notices of prepayment and all other notices to be given to
the Holder shall be given by overnight U.S. registered mail (return receipt
requested), overnight courier, or telecopier to the Holder at 102 Pickering Way,
Exton, Pennsylvania 19341, or at such other address as the Holder shall notify
the Maker thereof in writing.
7. Waivers. The Maker, to the extent permitted by law, waives and
agrees not to assert or take advantage of any of the following: (a) acceptance
or notice of acceptance of this Note by the Maker; (b) presentment and/or demand
for payment of this Note or any indebtedness or obligations hereby promised; and
(c) protest any notice of dishonor with respect to this Note or any indebtedness
or performance of obligations arising hereunder.
8. Exclusive Jurisdiction. Maker agrees that any action or proceeding
against him to enforce the Note shall be commenced in state or federal court in
the County of Chester in the Commonwealth of Pennsylvania, and Maker waives
personal service of process and agrees that a summons and complaint commencing
an action or proceeding in any such court shall be properly served and shall
confer personal jurisdiction if served in accordance with the notice provisions
set forth herein.
9. Severability. In the event that any provision of this Note is held
to be invalid, illegal or unenforceable in any respect or to any extent, such
provision shall nevertheless remain valid, legal and enforceable in all such
other respects and to such extent as may be permissible. Any such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Note, but this Note shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
3
<PAGE>
10. Transfer, etc.; Successors and Assigns. Neither the Maker nor the
Holder may assign or delegate any of its rights or obligations (as the case may
be) under this Note, except that the Holder may assign this Note to any
subsidiary or affiliate thereof.
11. Captions. The captions or headings of the paragraphs in this Note
are for convenience only and shall not control or affect the meaning or
construction of any of the terms or provisions of this Note.
12. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without reference
to conflict of laws principles.
IN WITNESS WHEREOF, the Maker has duly executed this Note the day and
year above first written.
Witness
/s/ FERNANDO C. COLON-OSORIO
- ---------------------------------- ----------------------------------
FERNANDO C. COLON-OSORIO
4
<PAGE>
EXHIBIT 10.20
<PAGE>
PLEDGE AGREEMENT
This Pledge Agreement (the "Agreement") is made as of the 10th day of
September, 1996, by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania
corporation (the "Company") and Fernando C. Colon-Osorio, a resident of the
State of Massachusetts ("Consultant").
BACKGROUND
Pursuant to a Purchase Agreement, dated September 10, 1996, between the
Company and Consultant, the Company sold to Consultant 34.875 shares of the
common stock of the Company (the "Shares") in exchange for a limited recourse
promissory note of Consultant, also dated September 10, 1996, in the original
principal amount of $209,250.00 (the "Note"). It was the intent of the parties
to the Purchase Agreement that the obligations of Consultant under the Note be
secured by the grant of a security interest in the Shares. The parties hereto
desire to evidence such grant by the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants herein contained, and intending to be legally bound,
Consultant and the Company hereby agree as follows:
ARTICLE 1
PLEDGE
1.1. Grant of Security Interest. Consultant hereby assigns, pledges and
grants to the Company a security interest in the Shares, together with all
additions thereto, substitutions or exchanges therefor, proceeds thereof and
distributions thereon (which shall be referred to collectively herein as the
"Collateral"), as collateral security for the Note and for the payment and
performance of all indebtedness, liability and obligations of Consultant to
Company (collectively, the "Obligations"), whether for principal, interest,
fees, expenses or otherwise, now existing or hereafter created or arising under
the Purchase Agreement, the Note and this Agreement (collectively, the
"Documents"), all on the terms and conditions set forth herein. The Obligations
shall include amounts for which Consultant has no personal liability pursuant to
Paragraph 5 of the Note.
1.2. Limitations on Encumbrances. Prior to the full payment and performance
of the Obligations, Consultant agrees not to create or permit to exist any lien,
security interest, or other charge or encumbrance upon or with respect to any of
the Collateral, except the security interest under this Agreement.
1.3. Additional Security. Prior to the full payment and performance of the
Obligations, the Company shall be entitled to receive, as additional Collateral
any and all additional shares of stock or any other property of any kind
distributable on or by reason of the Shares pledged hereunder, whether in the
form of or by way of stock dividends or otherwise, with the sole exception of
normal, regularly declared cash dividends. If any of such property, other than
such cash dividends, shall come into the possession or control of Consultant,
Consultant shall hold or control and forthwith transfer and deliver the same to
Company subject to the provisions hereof.
1.4. Rights Prior to a Default. So long as no default has occurred under
any of the Obligations or Documents and Consultant is in full compliance with
the terms hereof:
<PAGE>
(a) Consultant shall be entitled to receive and retain any normal,
regularly declared cash dividends paid on the Shares pledged hereunder.
(b) Consultant may exercise all voting rights, if any, pertaining to the
Shares for any purpose.
1.5. Further Assurances. Consultant shall take all actions (and execute and
deliver from time to time all instruments and documents) necessary or
appropriate or reasonably requested by Company, to continue the validity,
enforceability and perfected status of the pledge of the Shares hereunder.
1.6 No Obligations. The Company shall be under no obligation to take any
actions and shall have no liability (except for negligence or willful
misconduct) with respect to the preservation or protection of the pledged Shares
or any underlying interests represented thereby as against any prior or other
parties.
1.7. Extensions, etc. Consultant agrees that the Company, at any time and
without affecting its rights in the pledged Shares and without notice to
Consultant, may grant any extensions, releases or other modifications of any
kind respecting the Documents, Obligations and any collateral security therefor
and Consultant, except as otherwise provided herein or in the Documents, waives
all notices of any kind in connection with the Obligations, the Documents and
any changes therein or defaults or enforcement proceedings thereunder, whether
against Consultant or any other party. Consultant hereby waives any rights it
has at equity or in law to require the Company to apply any rights of
marshalling or other equitable doctrines in the circumstances.
1.8. Default. After the occurrence of an Event of Default (as defined in
the Note) or if any agreement of Consultant hereunder is breached or proves to
be false (a "Default"):
(a) The Company may transfer or cause to be transferred any of the
pledged Shares into its own or a nominee's or nominees' names.
(b) The Company shall be entitled to receive and apply in payment of the
Obligations any cash dividends or other payment on the pledged Shares.
(c) The Company shall be entitled to exercise in the Company's
discretion all voting rights, if any, pertaining thereto and in connection
therewith and at the written request of the Company, Consultant shall execute
any appropriate dividend, payment or brokerage orders or proxies.
(d) Consultant shall take any action necessary or required or reasonably
requested by the Company, in order to allow the Company fully to enforce the
pledge of the Shares hereunder and realize thereon to the fullest possible
extent, including but not limited to the filing of any claims with any court,
liquidator or trustee, custodian, receiver or other like person or party.
(e) The Company shall have all the rights and remedies granted or
available to it hereunder, under the Uniform Commercial Code as in effect from
time to time in Pennsylvania, under any other statute or the common law, or
under any of the Documents, including the right to sell the pledged Shares or
any portion thereof at one or more public or private sales upon ten (10) days'
written notice and to bid thereat or purchase any part or all thereof in its own
or a nominee's or nominees' names, free and clear of any equity or redemption;
and to apply the net proceeds of the sale, after
<PAGE>
deduction for any expenses of sale, including the payment of all the
Company's reasonable attorneys' fees in connection with the Obligations and the
sale, to the payment of the Obligations in any manner or order which the Company
in its sole discretion may elect, without further notice to or consent of
Consultant and without regard to any equitable principles of marshalling or
other like equitable doctrines.
1.9. Appointment as Attorney-in-Fact. Effective upon the occurrence of a
Default, Consultant hereby irrevocably appoints Company as its attorney-in-fact
to execute, deliver and record, if appropriate, from time to time any
instruments or documents in connection with the Collateral, in Consultant or the
Company's names.
1.10. Duration of Provisions. The provisions of this Agreement shall
remain in full force and effect until the payment and satisfaction in full of
the Obligations.
Article 2
MISCELLANEOUS
2.1. Entire Agreement; Amendments. This Agreement, together with the
Note and the Purchase Agreement, constitute the entire understanding among the
parties hereto with respect to the subject matter contained herein and
supersedes any prior understandings and agreements among them respecting such
subject matter. In the event of any inconsistency between this Agreement shall
control.
2.2. Headings. The headings in this Agreement are for convenience of
reference only and shall not affect its interpretation.
2.3. Gender; Number. Words of gender may be read as masculine, feminine, or
neuter, as required by context. Words of number may be read as singular or
plural, as required by context.
2.4. Severability. If any provision of this Agreement is held illegal,
invalid, or unenforceable, such illegality, invalidity, or unenforceability will
not affect any other provision hereof. This Agreement shall, in such
circumstances, be deemed modified to the extent necessary to render enforceable
the provisions hereof.
2.5. Waiver. The failure of any party hereto to insist upon strict
performance of any of the terms or conditions of this Agreement will not
constitute a waiver of any of its rights hereunder.
2.6. Assignment. No party hereto may assign any of its rights or delegate
any of its obligations hereunder without the prior written consent of the other
parties hereto.
2.7. Successors and Assigns. This Agreement binds, inures to the benefit
of, and is enforceable by the successors and assigns of the parties hereto, and
does not confer any rights on any other persons or entities.
2.8. Governing Law. This Agreement shall be construed and enforced in
accordance with the law of the Commonwealth of Pennsylvania.
<PAGE>
2.9. Counterparts. This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be deemed to be an original and all of
which counterparts taken together shall constitute but one and the same
instrument.
2.10. Personal Liability. Notwithstanding anything herein contained to the
contrary, Consultant shall only be personally liable under the Note and this
Agreement to the extent set forth in Paragraph 5 of the Note.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
ATTEST: CHEMICAL LEAMAN CORPORATION
By: /s/ By: /s/ Eugene C. Parkerson
-------------------------- --------------------------
Title Title:
Witness:
/s/ Laurie Margolies /s/ FERNANDO C. COLON-OSORIO
- ----------------------------- -----------------------------
FERNANDO C. COLON-OSORIO
EXHIBIT 10.21
<PAGE>
PROMISSORY NOTE
$1,520,000.00 November 10, 1988
1. FOR VALUE RECEIVED, the undersigned, DAVID R. HAMILTON (herein called
the "Payor"), hereby promises to pay to CHEMICAL LEAMAN CORPORATION, a
Pennsylvania corporation ("the "Payee"), the principal sum of One Million Five
Hundred Twenty Thousand Dollars ($1,520,000.00), together with interest on the
unpaid balance of such principal amount from the date hereof to the date of
maturity at the annual rate of 9.39%, compounded annually, payable as follows:
(a) Beginning on the first anniversary date hereof, Payor shall pay nine
(9) consecutive annual payments of interest only.
(b) On the tenth anniversary date hereof, the entire principal amount
shall be paid by Payor, together with all unpaid interest accruing
since the last annual payment of interest.
2. Payments of principal and interest may be made at the office of the
Payee at 102 Pickering Way, Exton, Pennsylvania, or such other address as shall
be designated by notice to Payor in lawful money of the United States of
America.
3. All payments received by Payee shall be applied first to the payment of
all accrued interest and the balance applied to the unpaid balance of principal.
4. This Note may be prepaid in whole or in part without penalty at any
time, but with interest to the date of such payment.
5. (a) An Event of Default shall occur and exist if (i) the Payor fails to
pay its obligations hereunder in accordance with the terms hereof and such
default continues for 10 days after notice from the Payee: or (ii) any voluntary
or involuntary case or other proceeding shall be commenced by or against the
Payor seeking relief under any bankruptcy, insolvency or other similar law now
or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of the Payor or any substantial
part of the Payor's property, and such case or other proceedings shall remain
undismissed and unstayed for a period of 60 days.
<PAGE>
(b) If an Event of Default shall occur, this Note shall automatically be
immediately due and payable, and interest, at the rate of 13% per annum, shall
be incurred on any unpaid principal amount of this Note from the date of such
Event of Default until this Note is paid. In addition to any rights and remedies
contained herein, the holder of this Note shall have all of the rights and
remedies permitted by law or in equity. If an Event of Default shall occur, the
Payor shall be obligated to pay to the holder, in addition to all other amounts
payable hereunder, all of such holder's expenses, costs and charges (including
reasonable attorneys' fees) in connection with the enforcement of any of such
holder's rights hereunder.
6. This Note shall be construed and enforced in accordance with the law of
the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the Payor has executed and delivered this Note as of
the date first above written.
/s/ David R. Hamilton
-------------------------------
EXHIBIT 10.22
<PAGE>
PROMISSORY NOTE
$2,500,000.00 January 25,1995
DAVID R. HAMILTON, a resident of the State of Illinois (the
"Borrower"), for value received, hereby acknowledges himself indebted and
promises to pay to the order of CHEMICAL LEAMAN CORPORATION, a Pennsylvania
corporation (the "Company") the principal sum of Two Million Five Hundred
Thousand Dollars ($2,500,000.00), together with interest thereon as herein
specified.
The principal amount of this Promissory Note shall be payable in lawful
money of the United States on December 31, 2004.
The Borrower shall pay interest on the outstanding principal balance of
this Promissory Note at a rate equal to 8.25% per annum. Interest shall be
payable in lawful money of the United States in arrears beginning on December
31, 1995 and annually thereafter.
The Borrower may prepay this Promissory Note in whole or in part at any
time and from time to time without penalty, in each case with accrued interest
to the date of such prepayment on the principal amount being prepaid.
The Borrower shall be in default hereunder upon the occurrence of any
of the following events (each an "Event of Default"): (i) the continuance for
ten (10) days of any default in the payment when due of principal or interest
hereunder, or of any portion thereof; (ii) the institution by or against the
Borrower of any bankruptcy, insolvency, reorganization, arrangement, debt
adjustment, receivership, liquidation or dissolution proceeding which, if
instituted against the Borrower, is consented to by the Borrower or remains
undismissed for sixty (60) days; (iii) the adjudication of the Borrower as a
bankrupt or the appointment of a trustee or receiver for all or any part of the
Borrower's property; or (iv) the making by the Borrower of the assignment for
the benefit of creditors.
Upon the occurrence of any Event of Default, the entire unpaid balance
of principal, together with all accrued interest thereon, shall, at the option
of the Company, become immediately due and payable without presentment, demand
or further action of any kind.
The Borrower hereby waives presentment, demand, notice of nonpayment,
protest, notice of protest or other notice of dishonor, any and all other
notices in connection with any default in the payment of, or any enforcement of
the payment of, all amounts hereunder. To the extent permitted by law, the
Borrower waives the right to any stay of execution and the benefit of all
exemption laws now or hereafter in effect. The Borrower further waives and
releases all errors, defects and imperfections in any proceedings instituted by
the Company under the terms of this Promissory Note.
<PAGE>
If the indebtedness represented by this Promissory Note or any part
hereof shall be collected at law or in equity, bankruptcy, receivership, or
other court proceedings, or this Promissory Note shall be placed in the hands of
attorneys for collection after default, the Borrower agrees to pay, in addition
to principal and interest due and payable herein, all cost of collecting or
attempting to collect the amounts due under this Promissory Note, including
reasonable attorneys' fees and expenses. If suit or action is filed in
connection herewith, the Borrower also agrees to pay reasonable attorneys' fees
and expenses at trial and on appeal.
This Promissory Note shall be deemed to be governed by, and interpreted
under, the laws of the Commonwealth of Pennsylvania, without regard to its
principles of conflicts of laws.
IN WITNESS WHEREOF, the undersigned has caused this Promissory Note to
be signed as of the 25th day of January, 1995.
/s/ David M. Boucher By: /s/ David R. Hamilton
- ------------------------ ------------------------
Witness David R. Hamilton
EXHIBIT 10.23
<PAGE>
PROMISSORY NOTE
$1,000,000.00 January 2, 1996
DAVID R. HAMILTON, a resident of the State of Illinois (the
"Borrower"), for value received, hereby acknowledges himself indebted and
promises to pay to the order of CHEMICAL LEAMAN CORPORATION, a Pennsylvania
corporation (the "Company") the principal sum of One Million Dollars
($1,000,000.00), together with interest thereon as herein specified.
The principal amount of this Promissory Note shall be payable in lawful
money of the United States on December 31, 2004.
The Borrower shall pay interest on the outstanding principal balance of
this Promissory Note at a rate equal to 6.50% per annum. Interest shall be
payable in lawful money of the United States in arrears beginning on December
31, 1996 and annually thereafter.
The Borrower may prepay this Promissory Note in whole or in part at any
time and from time to time without penalty, in each case with accrued interest
to the date of such prepayment on the principal amount being prepaid.
The Borrower shall be in default hereunder upon the occurrence of any
of the following events (each an "Event of Default"): (i) the continuance for
ten (10) days of any default in the payment when due of principal or interest
hereunder, or of any portion thereof; (ii) the institution by or against the
Borrower of any bankruptcy, insolvency, reorganization, arrangement, debt
adjustment, receivership, liquidation or dissolution proceeding which, if
instituted against the Borrower, is consented to by the Borrower or remains
undismissed for sixty (60) days; (iii) the adjudication of the Borrower as a
bankrupt or the appointment of a trustee or receiver for all or any part of the
Borrower's property; or (iv) the making by the Borrower of the assignment for
the benefit of creditors.
Upon the occurrence of any Event of Default, the entire unpaid balance
of principal, together with all accrued interest thereon, shall, at the option
of the Company, become immediately due and payable without presentment, demand
or further action of any kind.
The Borrower hereby waives presentment, demand, notice of nonpayment,
protest, notice of protest or other notice of dishonor, any and all other
notices in connection with any default in the payment of, or any enforcement of
the payment of, all amounts hereunder. To the extent permitted by law, the
Borrower waives the right to any stay of execution and the benefit of all
exemption laws now or hereafter in effect. The Borrower further waives and
releases all errors, defects and imperfections in any proceedings instituted by
the Company under the terms of this Promissory Note.
<PAGE>
If the indebtedness represented by this Promissory Note or any part
hereof shall be collected at law or in equity, bankruptcy, receivership, or
other court proceedings, or this Promissory Note shall be placed in the hands of
attorneys for collection after default, the Borrower agrees to pay, in addition
to principal and interest due and payable herein, all cost of collecting or
attempting to collect the amounts due under this Promissory Note, including
reasonable attorneys' fees and expenses. If suit or action is filed in
connection herewith, the Borrower also agrees to pay reasonable attorneys' fees
and expenses at trial and on appeal.
This Promissory Note shall be deemed to be governed by, and interpreted
under, the laws of the Commonwealth of Pennsylvania, without regard to its
principles of conflicts of laws.
IN WITNESS WHEREOF, the undersigned has caused this Promissory Note to
be signed as of the 2nd day of January, 1996.
/s/ Donna Friedburg By: /s/ David R. Hamilton
- ------------------------ ------------------------
Witness David R. Hamilton
EXHIBIT 10.24
<PAGE>
CONSULTANT AGREEMENT
This Consultant Agreement (the "Agreement") is entered into as of this
1st day of January, 1995 by and between CHEMICAL LEAMAN CORPORATION, a
Pennsylvania corporation (the "Company"), and GEORGE McFADDEN (the
"Consultant").
WITNESSETH
WHEREAS, the parties hereto desire to enter into an agreement whereby
the Consultant shall act from time to time as an independent contractor for the
Company in providing to the Company consulting services relating to the business
of the Company under the terms hereof;
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties, intending to be legally bound, agree as follows:
1. Compensation. The Company agrees to pay the Consultant the fees set
forth in Exhibit A attached hereto.
2. Services Rendered.
(a) Consultant shall perform such consulting services as the Company
may request from time to time in order to assist the Company in its operations,
including, without limitation, assistance and advice with respect to
acquisitions, investment banking matters, general corporate finance matters and
the management of the Company's, and its subsidiaries', pension plans.
(b) It is understood by the parties that Consultant shall have the
right to provide services to other parties and shall have no duty to accept any
assignment requested by the Company; provided, that upon acceptance by
Consultant of a specific assignment from the Company the Consultant shall use
his best efforts to complete such assignment and shall devote his full time and
energies to its completion.
(c) Consultant shall have no right or power to bind or commit the
Company to any act, service or other contractual commitment; nor may Consultant
amend, modify or terminate any contract between the Company and any third party.
3. Termination. This Agreement may be terminated by either party upon
eighteen (18) months prior written notice to the other party.
4. Indemnification. The Consultant agrees to indemnify and hold
harmless the Company and its shareholders, directors, officers and employees
<PAGE>
from and against any and all costs, damages, liabilities or other expenses
(including attorneys' fees) arising out of any claims, investigations, actions
or proceedings related to or in connection with the Consultant's negligent
performance hereunder.
5. No Waiver. Either party's failure to insist upon strict compliance
with any provision of this Agreement shall not constitute or be deemed a waiver
of any of its rights under this Agreement, any law, custom, usage or rule to the
contrary notwithstanding. Delay or omission by either party with respect to any
breach or default under this Agreement or in the enforcement of any other right
shall not affect any rights it may have with respect to any subsequent breaches
or defaults. Any election by such party to exercise any remedy available by law
or contract shall not be deemed a waiver of nor preclude exercise of any other
remedy.
6. Governing Law. This Agreement shall be governed as to its validity,
interpretation and effect by the internal laws of the Commonwealth of
Pennsylvania.
7. Relationship of the Parties. The Consultant's engagement by the
Company under this Agreement is strictly for the purposes and to the extent set
forth in this Agreement. The Consultant's relationship to the Company is solely
that of an independent contractor. The Consultant shall not be considered an
employee or agent of the Company under this Agreement or otherwise. The
Consultant acknowledges that as an independent contractor, the Consultant will
not be provided any benefits which the Company provides to its employees,
including but not limited to health insurance or other health care benefits,
sick leave, vacation or holiday leave. Without limiting the foregoing, the
Consultant shall be responsible for the timely payment of his own
self-employment and income taxes and the Company shall not deduct or withhold
from any amount payable to the Consultant under this Agreement any tax or
employee benefit payments.
8. Successors and Assigns. This Agreement is binding upon Consultant,
and inures to the benefit of the Company, and their respective successors and
assigns. Any reference to the Company shall be deemed to include any successor
by merger or consolidation with the Company.
9. Entire Agreement. Except as provided herein, this Agreement contains
the entire agreement between the parties with respect to the subject matter
hereof. No promises, inducements or representations not contained or referenced
in this Agreement shall be of any force or effect or binding on the parties.
Modifications, amendments and waivers of any term of this Agreement must be in
writing and signed by the Company and the Consultant.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date and year first above written.
CHEMICAL LEAMAN CORPORATION
By: /s/ David M. Boucher
------------------------
(Vice) President
/s/ George McFadden
------------------------
George McFadden
<PAGE>
EXHIBIT A
COMPENSATION
Subject to the fulfillment of the terms and conditions set forth in
the Agreement, the Company shall pay the Consultant (i) a monthly fee in an
amount equal to Sixty Thousand Dollars ($60,000), which monthly fee shall be
paid on the first business day of each calendar month commencing January 1,
1995; (ii) a bonus for the Company's fiscal year ending December 31, 1994 in an
amount equal to Five Hundred Thousand Dollars ($500,000), which bonus shall be
paid on January 2, 1995 and (iii) such additional bonuses as the Board of
Directors of the Company shall determine from time to time and at any time.
EXHIBIT 10.25
<PAGE>
[THE ACUMEN GROUP LOGO]
THE ACUMEN GROUP Competitive Advantage Through
Technology Innovation
SERVICE AGREEMENT
SERVICE AGREEMENT (this "Agreement") made as of December ll, 1995 by
and between CHEMICAL LEAMAN TANK LINES, INC., a corporation with mailing address
102 Pickering Way, Exton, PA 19341 ("CLTL"), and ACUMEN CONSULTING GROUP, INC.,
a corporation with mailing address Summit Place, 420 Lakeside Avenue, Marlboro,
MA 01752 ("Acumen").
Agreement
For good and valuable consideration and intending to be legally bound
hereby, the parties agree as follows:
1. Certain Definitions. For all purposes of this Agreement, the following
terms shall have the meanings assigned to them in this Section 1.
"Deliverables" shall have the meaning set forth in Section 3.
"Laws and Regulations" shall mean and refer to all present and future
laws, codes, ordinances, orders, judgments, decrees, injunctions, licenses,
rules, permits, approvals, agreements, regulations and requirements of any
government or governmental agency, whether federal, state or local.
"Parties" shall mean and refer to CLTL and Acumen.
"Person" shall mean and refer to any individual, corporation,
partnership, joint venture, trust, government or governmental agency, or any
other entity.
"Project" shall mean and refer to that project for the re-engineering
of the information and technology systems at CLTL described in the Project
Proposal and shall include all Work.
"Project Proposal" shall mean and refer to that proposal entitled
"Chemical Leaman Information Systems Architecture (C.L.I.S.A.), Project
Proposal, Rev. 1.4," dated July 20, 1995, as amended by Addendum dated October
30, 1995 all in the form attached hereto, and as the same may be further amended
or supplemented with addenda from time to time by written agreement of Acumen
and CLTL.
"Section" shall mean and refer to a Section in this Agreement.
<PAGE>
"Subcontractor" shall mean and refer to any Person who performs Work as
a subcontractor to Acumen pursuant to Section 9, provided that the term
"Subcontractor" shall not include vendors of hardware or commercially available
software.
"Work" shall mean and refer to all work and services performed or
required to be performed and all Deliverables, designs, plans, reports,
documents, files, software, codes (source and object), logarithms, hardware,
machinery, equipment and other intellectual property, goods and products
created, produced, modified or delivered or required to be created, produced,
modified or delivered by Acumen, directly or through Subcontractors, pursuant to
this Agreement.
Whenever the context may require, any noun, including any term defined in this
Agreement, shall include its plural or singular form, and any pronoun shall
include the corresponding masculine, feminine and neuter forms, both singular
and plural.
2. Co-ordination of this Agreement and Consulting Services Agreement;
Cross Default. CLTL has, by a separate Consulting Services Agreement with Acumen
and Fernando Colon Osorio dated as of October , 1995 (the "Consulting Services
Agreement") engaged Acumen and/or Osorio as an independent contractor to advise
and assist CLTL in certain investigations and projects intended generally to
enhance CLTL's data handling, management information, data communications and
related automated systems in order to secure to CLTL certain competitive
advantages. Osorio, who is the President, controlling stockholder and a director
of Acumen, is widely experienced and expert in those fields of computerized
systems and information handling and communications and shall be Acumen's
principal representative dealing with CLTL. The Parties acknowledge that without
the commitment of Osorio's time and services as provided in the Consulting
Services Agreement, CLTL would not contract with Acumen and would not enter into
this Agreement. In addition, Acumen agrees that any default by Osorio and/or
Acumen under the Consulting Services Agreement shall be and shall constitute a
default by Acumen under this Agreement.
The Parties acknowledge and agree that neither Acumen nor Osorio shall
be entitled to receive any fees, compensation, profit, incentive payment or
other remuneration or consideration under this Agreement for or relating to Work
performed or to be performed by Osorio (other than certain reimbursements of
expenses as provided for herein), but rather that all consideration for Osorio's
services and Work shall be provided for and paid under the Consulting Services
Agreement.
3. Development of the Project Proposal; Deliverables; Phase One. The
Parties acknowledge that the Work shall consist of a series of carefully defined
tasks and phases, each culminating in specified task products or systems which
are sometimes termed "Deliverables" or "Project Deliverables." Acumen agrees to
perform the Work specified in the Project Proposal in accordance with the
Project Proposal and this Agreement. As set forth in the Project Proposal, the
Work shall be broken into several Phases. As specified in Table 2, p. 10 of the
Project Proposal, a detailed list of Project Deliverables for all Phases of the
Project shall be jointly developed by Acumen and CLTL and reviewed and approved
by CLTL, as part of Phase
2
<PAGE>
One of the Project. The Project Deliverables shall take the form of formal
functional specifications ("Specifications"). The Specifications shall be
completed and approved by the end of the first three months of Phase One. If
approval of the Specifications is delayed by CLTL, the period for the
performance of Phase One shall be similarly delayed and extended. At the
completion of each Phase, the Parties shall refine the Project Deliverables and
the Specifications for the next Phase and Acumen shall commence Work on such
next Phase upon receipt of written notification to commence from CLTL. During
the course of the Work, Acumen and CLTL shall work together and cooperate to
develop the Project Deliverables and related Specifications for each Phase of
the Project. The Project Deliverables and related Specifications, when agreed to
by the Parties, shall be set forth in one or more amendments or addenda to the
Project Proposal or in CLTL issued change orders, each of which amendments,
addenda or change orders shall require the written approval of the Parties to be
effective.
The Parties have preliminarily defined and set forth in the Project
Proposal the tasks, task products, systems and Deliverables which shall
constitute Phase One of the Work, and their applicable components, time tables,
development, implementation, testing and acceptance criteria and procedures,
costs and payment schedules. Based on that definition and as the same may be
further developed in the course of the Work, subject to the terms and conditions
of this Agreement, and with the agreement that the final cost of Phase One shall
not, unless the final agreed Phase One Project Deliverables are more extensive
or require additional Work as compared to those in the Project Proposal as of
the date here, exceed an aggregate of $2,000,000 (exclusive of amounts payable
for Osorio services under the Consulting Services Agreement) and the further
agreement that Acumen shall use its best efforts so that Phase One shall be
completed and accepted in full within nine months of the date of this Agreement
(subject, however, at all delays and extensions permitted or provided for in
this Agreement), CLTL hereby authorizes Acumen to proceed with Phase One as
promptly as possible, and Acumen agrees to do so.
4. The Project and the Work. In consideration of the fees paid from
time to time by CLTL to Acumen hereunder and for Osorio's services under the
Consulting Services Agreement, Acumen shall, commencing as soon as possible
after the date of this Agreement and continuing thereafter substantially without
interruption (except as otherwise provided herein) until completion, final
delivery, acceptance and error correction, perform the Work authorized by CLTL
hereunder in strict accordance with the Project Proposal and on the terms and
conditions set forth in this Agreement. Acumen shall not undertake any Work
until the same is authorized in writing by CLTL, and then only on the time
schedule, in the manner, for the prices and otherwise as contemplated by the
Project Proposal or as otherwise authorized or agreed by the Parties. If any
conflict exists between the terms of this Agreement and the terms of the Project
Proposal, the terms of this Agreement shall take precedence and control.
Acumen shall make every reasonable effort and shall cooperate with
CLTL, and CLTL shall cooperate with Acumen, to accomplish all aspects of the
Work (including Subcontracting and the acquisition of hardware, software,
equipment and all other vendor items) at the lowest reasonable net cost to CLTL
consistent with the terms of this Agreement and the goals of developing
first-class, efficient, effective and integrated systems which are durable,
reliable and
3
<PAGE>
economic to operate and maintain and which provide CLTL with competitive
advantages.
Acumen and each Subcontractor shall perform all Work in a first-class,
professional and orderly manner and enforce strict discipline and order among
its employees. All Persons employed by Acumen and all Subcontractors engaged by
Acumen to perform the Work shall be experienced and competent in the tasks
assigned to them. Acumen shall not appoint any Subcontractor to perform any
portion of the Work without the prior written consent of CLTL, provided that
this restriction shall not apply to any Person who is to be paid less than
$15,000 for Work performed under this Agreement during any three-month period.
In addition, Acumen shall promptly remove from involvement in the Project any
professional, technical or management Person, to whom CLTL reasonably objects in
writing.
In performing the Work, Acumen and each Subcontractor shall at all
times comply with all Laws and Regulations relating to the performance of the
Work, including those Laws and Regulations relating to labor, equal opportunity,
antidiscrimination, health, safety and O.S.H.A. In addition, Acumen shall
maintain all insurance required by applicable Laws and Regulations and all such
additional insurance as Acumen and CLTL may agree to be adequate consistent with
the obligations of Acumen related to this Agreement.
In performing the Work, Acumen and each Subcontractor shall take all
reasonable precautions and shall observe all rules and orders of CLTL designed
to protect CLTL's personnel, assets and property, including without limitation
its hardware, software, on-line information and documentation, and which rules
and orders are communicated to Acumen in writing.
Acumen shall, following the protocols and procedures set forth in the
Project Proposal, maintain appropriate professional documentation of its
performance of the Work and shall deliver the same to CLTL from time to time as
CLTL shall request. Except as provided in Section 12, all such documentation
shall be the sole property of CLTL, but Acumen shall have continuing access to
it for all proper purposes, including the further performance of the Work and
the correction of errors.
5. Completion and Delivery. Acumen shall complete and deliver the
Deliverables and all other systems and items of Work required to be completed
and delivered by it in strict compliance with the completion, delivery, testing
and acceptance schedules and procedures set forth in the Project Proposal or the
Work is otherwise defined or agree to, and subject to delays which are excused
or are due to CLTL or other vendors. As part of the definition of the Project
Deliverables for each Phase the Parties shall agree upon acceptance criteria for
the Deliverables and an efficient and expedient process for performance of the
agreed acceptance tests.
6. Acumen As Independent Contractors. Acumen shall at all times be and
act as an independent contractor to and not as an agent of CLTL and shall
maintain complete control over Acumen's employees, agents, representatives and
Subcontractors. All individuals, including Osorio, employed by Acumen in
connection with the Project and the Work shall be
4
<PAGE>
Acumen's employees and not employees of CLTL. Subject to this Agreement, Acumen
shall have complete responsibility for the Work and for all means, methods,
techniques and sequencing, for coordinating all portions of the Work and for the
acts and omissions of all Subcontractors. As an independent contractor, Acumen
shall not be entitled to any of the benefits associated with employment by CLTL,
including insurance protection, tax withholding, social security and workmen's
compensation. CLTL agrees not to hire, nor attempt to hire, any employee of
Acumen or any employee of any Subcontractor during the course of the Work and
for a period of one year after completion of the Work, without the prior written
consent of Acumen. Acumen agrees not to hire, nor attempt to hire, any employee
of CLTL during the course of the Work and for a period of one year after
completion of the Work, without the prior written consent of CLTL.
7. Continuous Availability of Osorio. Acumen shall make the services of
Osorio continuously available to CLTL for the periods and during the time that
Osorio is obligated to provide services to CLTL under the Consulting Services
Agreement.
8. Continuing Access. CLTL shall furnish Acumen and Acumen's authorized
employees (including Osorio) and Subcontractors with open and continuing access
to such of CLTL's personnel (both face-to-face and by telephone), premises,
equipment, software, systems, and information as may be reasonably appropriate
for the effective performance of the Work, subject, however, to such security
and safety regulations and procedures as CLTL may from time to time prescribe
and communicate in writing to Acumen and to such interruptions as CLTL may deem
appropriate to enable CLTL to maintain its normal business operations and to
respond to unusual demands, emergencies and other special circumstances.
9. Subcontractors. The Parties acknowledge that Acumen intends to
subcontract specified portions of the Work to selected Subcontractors. Nothing
contained in this Agreement or in any subcontract awarded by Acumen shall create
any contractual relationship between CLTL and any Subcontractor, except to the
extent required by the third paragraph of this Section 9. No subcontract shall
relieve Acumen of its obligations to CLTL under this Agreement. So long as CLTL
pays Acumen all amounts due Acumen hereunder for work performed by Acumen (or by
Subcontractors or other Persons acting on behalf of Acumen hereunder), CLTL
shall have no obligation to pay, or to cause the payment of, any moneys to any
Subcontractor or other Person acting through, under or on behalf of Acumen or
Osorio and Acumen shall indemnify and hold CLTL harmless from any and all such
claims.
Prior to engaging any Subcontractor, Acumen shall furnish CLTL, in
writing, the name, address and professional qualifications of each proposed
Subcontractor, a description of those tasks intended to be performed by such
Subcontractor and a copy of all agreements proposed to be entered into by Acumen
and such Subcontractor. Acumen shall not engage any Subcontractor to perform any
portion of the Work unless and until CLTL has approved in writing that
Subcontractor and the terms and conditions of its agreements with Acumen, which
approvals shall not be unreasonably withheld or delayed. The requirements of
this paragraph shall be subject to the proviso of the third sentence of the
third paragraph of Section 4. CLTL consents to the use by Acumen of Parallogic,
Inc., Marble Associates, Inc., Transport
5
<PAGE>
Dynamics, Inc., and NCS, Ltd as Subcontractors.
All Work performed for Acumen by a Subcontractor shall be pursuant to
an appropriate written agreement between Acumen and that Subcontractor which
shall, as applicable and, unless otherwise agreed by CLTL, contain provisions
that:
(i) reasonably preserve and protect all rights of CLTL under this
Agreement and to the Work to be performed under such subcontract;
(ii) require that the Work be performed in strict accordance with the
applicable requirements of this Agreement and the Project Proposal;
(iii) obligate each Subcontractor to look solely to Acumen, so long as
CLTL pays Acumen all amounts due Acumen hereunder for Work performed by
Subcontractors and accepted by CLTL, for payment of all amounts owing to it by
reason of the Work and provide that such Subcontractor shall have no claims and
waives all lien rights (including mechanics and suppliers liens) against CLTL
with respect thereto;
(iv) require each Subcontractor to provide and maintain adequate
insurance consistent with its obligations related to this Agreement; and
(v) obligate each Subcontractor specifically to consent to and be bound
by those obligations under this Agreement which by their terms are intended to
also bind Subcontractors, including the provisions of Section 4, The Project and
the Work; Section 12, Proprietary Property; Licenses; Section 13, Nondisclosure;
and Section 14, Warranties.
10. Fees and Costs. Acumen has provided CLTL with a "Minimum,"
"Maximum" and "Best Guess" cost scenario for the completion of the Project,
which is set forth in Table 5, p. 14, of the Project Proposal. Acumen shall, on
a best-efforts basis, attempt to complete the Project at a cost which is equal
to or less than the "Best Guess" scenario.
Fees payable by CLTL to Acumen, both for the professional services of
Acumen and for the professional services of Subcontractors to Acumen, shall be
determined as follows:
(i) for professional services by Acumen, at the respective rates set
forth on the attached Schedule of Professional Fees for the hours each employee
of Acumen is actually engaged in the work;
(ii) for professional services of Suncontractors, on a time and
materials basis at the amounts billed by each such Subcontractor to Acumen for
work actually performed pursuant to its approved subcontract, which amounts
shall represent Acumen actual cost without markup, override, commission or other
profit to Acumen; and
(iii) for materials, equipment, hardware, software, vendor items, and
reimbursable costs (delivery, telephone, computer time and so forth), at cost
without markup, override,
6
<PAGE>
commission or other profit to Acumen or the Subcontractor, as the case may be.
Acumen shall provide CLTL approximately on the 5th and 20th of each
month with an invoice setting forth amounts owed by CLTL under this Agreement
for Work actually performed or materials actually provided to the last day of
the previous month or the 15th day of the month, as the case may be. Immediately
upon CLTL's payment of each invoice, Acumen shall pay to its Subcontractors,
vendors and other suppliers all amounts then owed to them which were covered by
such invoices. To the extent Acumen fails to pay any such amount owed to
Acumen's Subcontractors, vendors or other suppliers, CLTL shall have the right,
but not the obligation, to pay those invoices directly to such Person to be
credited to Acumen's account.
Each of Acumen's invoices to CLTL shall detail all amounts then owed by
CLTL to Acumen by reason of Work actually performed by Acumen and by
Subcontractors or by reason of other expenses actually incurred by Acumen to the
effective date of that invoice which are payable or reimbursable by CLTL under
this Section 10. Such invoices shall be in such form and contain such detail as
CLTL may reasonably require, but in any case each such invoice shall detail with
specificity the Work performed and costs incurred, and (to the extent Acumen has
not already provided the same to CLTL) shall have attached evidence of payment
of all invoices, bills and statements from Subcontractors, vendors or others
which were to have been paid from funds previously provided by CLTL. Except in
those instances when the Parties have agreed that payments shall be made on a
scheduled basis or have made other payment arrangements (all of which shall be
set forth in the Project Proposal), CLTL shall pay such invoices in full in US
dollars within thirty (30) days after receipt or shall within that period advise
Acumen of any objection CLTL may have to that invoice, with justification for
its objection.
If CLTL pays the full amount due on a particular invoice within ten
(10) days after receipt, and if CLTL owes no outstanding balances on other
Acumen invoices (excepting those subject to a bona fide dispute), Acumen shall
credit CLTL with one percent (1%) of the total charge for services rendered on
that invoice. Such credit for early payment shall not be extended to CLTL
reimbursements for out-of-pocket expenses payable to Subcontractors, vendors and
other suppliers. All balances due on invoices shall, unless disputed, accrue
interest at the rate of one and one-half percent (1.5%) per month, compounded
monthly. All payments shall be credited against outstanding interest before
being credited against the principal amounts due.
Due to delays in the start of the Project, Acumen has experienced and
is experiencing significant out-of-pocket expenses and opportunity costs
associated with the Project. Additionally, CLTL has received Acumen's technical
and management assistance on numerous occasions since the time CLTL decided to
proceed with Acumen, but before the official start-up date when Acumen's time
would be billable. In light of the foregoing, CLTL shall pay Acumen upon the
signing of this Agreement an advance against professional fees in the fixed
amount of Two Hundred Eighty Four Thousand Dollars ($284,000). Such advance
shall be applied without interest as a credit against fees owed by CLTL to
Acumen upon delivery of the last
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<PAGE>
Deliverables hereunder or upon termination, whichever first occurs. CLTL shall
have no other liability to Acumen for or with respect to any Work or services
performed or costs incurred, of whatever nature or description, before the date
of this Agreement.
11. Hardware, Software and Other Vendor Items. The Project Proposal
contemplates that CLTL shall, with Acumen's advice and upon Acumen's
recommendation, acquire during the course of the Work certain personal computer
and communications hardware devices and associated software. Except as CLTL may
otherwise agree in writing from time to time, Acumen shall have no authority to
order or otherwise commit for any such items for CLTL's account. Rather, all
such items shall be purchased directly by CLTL using CLTL's purchasing
department and CLTL's purchase order forms and procedures. Provided, however, in
those instances where because of preexisting business relations Acumen is able
to acquire any such items at prices or on terms more beneficial to CLTL than
CLTL can itself obtain, Acumen shall act on CLTL's behalf in acquiring such
items at such better prices or on such more beneficial terms. In no case shall
Acumen receive any commission, incentive or other payment or consideration from
the vendor or any other Person in connection with such transaction, and to the
extent Acumen receives any such consideration, it shall promptly account for and
pay the same to CLTL. In all instances, all warranties, customer support
obligations and other contractual benefits customarily extended to the original
purchaser shall run directly to CLTL, and Acumen shall use its best efforts to
secure such rights to CLTL. If in the performance of the Work Acumen reasonably
requires items other then personal computers or communications devices, which
items are to be included in the Project Deliverables, Acumen may, to the extent
set forth in the Project Proposal or as otherwise approved by CLTL, acquire such
items directly and include the actual costs thereof in its monthly invoices to
CLTL.
12. Proprietary Property; Licenses. All designs, ideas, inventions,
creations and other intellectual property, including without limitation all
software, programs, algorithms, codes (source and object), manuals and related
data, records and materials (collectively, "Proprietary Property"), first
developed, made or conceived by Acumen, Osorio or any Subcontractor during the
course of the Work and which relate to the Work, shall be promptly disclosed to
CLTL and such Proprietary Property, and all patent, copyright, trademark and
other legal rights therein, shall be the sole and exclusive property of CLTL.
Acumen and each Subcontractor, as the case may be, shall cooperate with CLTL and
shall take all steps and execute and deliver all such documents as may be
appropriate to perfect and evidence such ownership and to obtain, defend and
enforce CLTL's rights therein. All copyrightable works first created by Acumen,
Osorio or any Subcontractor and covered by this first paragraph of this Section
12 shall be deemed to be WORKS FOR HIRE.
Any Proprietary Property developed by Acumen or Osorio prior to the
date of this Agreement or independent of and not for the purposes of the Work or
this Agreement, or by any Subcontractor prior to the date of its subcontract
relating to the Work or independent of and not for the purpose of the Work or
this Agreement ("Prior Property") and included in the Project Deliverables shall
remain the property of the developer. CLTL shall have no ownership rights in
Prior Property, but, unless otherwise agreed by CLTL, CLTL, Power Purchasing,
Inc. and QUALA Systems, Inc. are hereby granted non-exclusive, perpetual
licenses to use and to
8
<PAGE>
modify and adapt the Prior Property solely for their respective internal
purposes. The foregoing license shall be included in each subcontract relating
to the Work. CLTL shall not itself, and CLTL shall assure Acumen that Power
Purchasing, Inc. and QUALA Systems, Inc. shall not, sell, lease, sublicense,
distribute or otherwise transfer Prior Property to any Person without Acumen's
prior written approval.
Acumen shall furnish commercially available software to CLTL on the
condition that CLTL shall use such software solely in compliance with the
vendor's standard ("shrink-wrap") license or other license terms reasonably
acceptable to CLTL. If such vendor requires that a separate license be signed by
the end-user, CLTL shall execute such license so long as its form and substance
are reasonably acceptable to CLTL.
13. Nondisclosure. Acumen agrees, and each Subcontractor shall agree,
to receive and hold in strictest confidence and (unless otherwise agreed by CLTL
in writing) not to make any public disclosure of, any information imparted to it
by CLTL or learned or generated by it which pertains to CLTL's business and
which is not the subject of general public knowledge, whether or not the same
relates to the Work, including, without limitation, proprietary processes, trade
secrets, technical information and know-how, information concerning CLTL's other
projects, management policies, economic policies, financial and other data,
customer lists and information, and the like. The preceding nondisclosure
obligations shall not apply to:
(i) information in the possession of Acumen, Osorio or the
Subcontractor, as the case may be, prior to the date it first rendered services
to CLTL (whether or not under this Agreement);
(ii) information in the public domain, except through violation of the
covenants set forth in this Section 13; and
(iii) information obtained from a third Person not under an obligation
of nondisclosure to CLTL.
14. Warranties. Acumen represents and warrants to CLTL, and each
Subcontractor shall represent and warrant to CLTL (but only as to that portion
of the Work for which such Subcontractor is responsible), that for a period of
90 days after final acceptance of the Work by CLTL (i) it understands the Work
and that it has the professional skill and knowledge to complete the Work; (ii)
the Work shall be performed on a "good-faith, reasonable efforts" basis,
efficiently and in accordance with high professional standards; (iii) all Work
and Deliverables and all software, program products and systems developed, made,
conceived or acquired as part of the Work shall, when completed, substantially
conform to the Specifications for the Project Deliverables and shall be adequate
and effective for their intended uses as set forth in the Project Proposal and
the Appendices (iv) no Work and no intellectual property developed, made,
conceived or used by Acumen, Osorio or the Subcontractor, as the case may be, as
part of the Work shall be subject to any lien, claim or encumbrance (except as
caused by CLTL's failure to pay as required by this Agreement) or infringe any
patent, copyright, trademark, trade secret or other legal right of any other
Person. Acumen, Osorio and the
9
<PAGE>
Subcontractors do not warrant that the operation of the Deliverables shall be
uninterrupted or error free.
In the event of a breach of the foregoing warranties, CLTL shall,
before pursuing any other legal remedies available to it, promptly inform Acumen
of the, breach, defect or failure (with pertinent details as reasonable under
the circumstances, including, if applicable, the operating conditions under
which the defect occurs, a description of what occurs versus what should occur,
and a representative sample of inputs for operating and analyzing the problem)
and shall provide Acumen with reasonable opportunity and access to CLTL's
systems and personnel to enable Acumen, at Acumen's own cost and expense, to
correct such breach, defect or error, to make the defective Project Deliverables
substantially conform to the applicable Specifications or this Agreement, or
otherwise to cure such breach of warranty.
The above warranties are contingent upon the proper installation and
use of the Project Deliverables (to the extent the same are not accomplished by
Acumen) and do not apply to supplies and consumables, or to defects or failures
due to (i) accident, neglect or misuse by any Person other than Acumen, its
employees, representatives or Subcontractors; (ii) failure or defect of
electrical power, external electrical circuitry, air conditioning or humidity
control; or (iii) any person other then Acumen, its employees, representatives
or Subcontractors modifying, adjusting, repairing or servicing any Project
Deliverables).
Notwithstanding anything else to the contrary herein, Acumen makes no
warranties as to any hardware items delivered by Acumen hereunder or as to any
third party commercial software purchased by Acumen hereunder and delivered to
CLTL, except for modifications made by Acumen to such hardware or third party
software as part of the Work.
THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES-WHETHER STATUTORY, EXPRESSED OR IMPLIED-INCLUDING BUT NOT LIMITED TO
ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL
WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
15. Limitation of Liability. ACUMEN SHALL IN NO EVENT BE LIABLE FOR ANY
SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND,
WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR OTHERWISE
RELATING TO THE WORK, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE.
The cumulative liability of Acumen with respect to or in any way
arising out of this Agreement, its performance or breach, whether in contract,
in tort, or otherwise shall in no event exceed the amount of CLTL's aggregate
payments to Acumen for professional services (both Acumen's own and its
Subcontractors) under this Agreement and to Osorio under the Consulting Services
Agreement.
10
<PAGE>
16. Force Majeure. Acumen shall not be liable for any failure to
perform or for delay in performance due to fire, flood, strike or other labor
difficulty, act of God, government authority or act or omission of CLTL, riot,
embargo, energy shortage, wrecks or delay in transportation, inability to obtain
necessary labor, materials, or services from usual sources, or any cause beyond
its reasonable control. If there is a performance delay due to any such cause,
the date of delivery or time for completion shall be extended by a time period
reasonably necessary to overcome the delay's effect.
17. Suspension; Discretionary Termination. CLTL may, at any time in its
sole discretion, order an interruption or suspension in the Work if CLTL
believes that such delay is in the best interests of CLTL or of the Project.
Such interruption or suspension shall be effective immediately upon verbal
notice from CLTL to Acumen or at such later time as CLTL may prescribe. CLTL
shall reimburse Acumen or any Subcontractor, as the case may be, for any
incremental costs of such interruption or suspension. All schedules, delivery
and performance dates affected by such interruption or suspension shall be
extended as reasonably necessary to prevent any hardship to Acumen.
If CLTL interrupts or suspends performance of the Work, CLTL shall pay
Acumen for professional personnel assigned to the Work at the same rates
provided herein, unless Acumen is able to reassign those personnel to other
work, which Acumen shall use its best efforts to do. If CLTL interrupts or
suspends the Work for more than fifteen (15) business days, CLTL may inform
Acumen that it shall not pay Acumen for any Acumen or Subcontractor personnel
during such additional interrupted or suspended period and Acumen may terminate
such personnel or Subcontractors. In such case, upon resumption of the Work, the
schedule and estimated costs shall be adjusted to account for the effects of
such interruption or suspension, including termination of personnel or
Subcontractors. A period of interruption or suspension greater than thirty (30)
business days shall be considered a termination of this Agreement.
CLTL may, in its sole discretion, terminate the Work and the services
of Acumen under this Agreement at any time and for any reason (which reason need
not be communicated to Acumen), effective immediately upon written notice to
Acumen. Such termination shall not require CLTL to terminate or abandon the
Project. Acumen may, in its sole discretion, terminate the Work and the services
of Acumen under this Agreement at any time and for any reason (which reason need
not be communicated to CLTL), effective upon sixty (60) days prior written
notice to CLTL.
Following such discretionary termination, CLTL shall promptly reimburse
Acumen for or pay directly for Acumen's account, all fees owed and costs
incurred to the date of such termination for which CLTL is responsible under
this Agreement, and (if such termination is at CLTL's discretion) Acumen's
reasonable costs and expenses of termination, including, to the extent the same
are unavoidable, all charges and costs of and owed to Acumen's Subcontractors
and vendors. In such event, Acumen shall, with the cooperation of CLTL, use its
best efforts to settle and minimize all claims of Subcontractors and vendors
relating to such termination. Upon such discretionary termination, CLTL shall
have no other payment or
11
<PAGE>
financial obligations to Acumen under this Agreement. Notwithstanding
discretionary termination, Acumen shall, at CLTL's request, provide such
services after termination as CLTL may reasonably request in connection with the
continuation or winding down of the Project and/or the transition of the Project
from Acumen to another independent contractor, consultant or supplier, for which
Acumen shall be paid at the rates set forth in this Agreement.
Notwithstanding anything to the contrary in this Agreement, if CLTL
terminates Phase One of the Project for any reason other then a default by
Acumen or breach of this Agreement by and/or Acumen, or breach of the Consulting
Services Agreement by Osorio, CLTL shall pay Acumen the difference between Two
Million Dollars ($2,000,000) and (i) all amounts paid by CLTL to Acumen under
this Agreement (whether with respect to Acumen's services and costs, or the
services and costs of Subcontractors and other vendors and suppliers); (ii) all
amounts paid by CLTL directly to Subcontractors, vendors and suppliers
(including hardware and software vendors and suppliers) of Acumen under this
Agreement and which Acumen was obligated to pay under its arrangements with such
Subcontractors, vendors and suppliers.
18. Miscellaneous.
18.1. Assignment. Acumen shall not by contract, operation of law,
or otherwise, assign this Agreement (in whole or part), or delegate performance
of any of its obligations under this Agreement, without in each case obtaining
CLTL's prior written consent, which consent shall not be unreasonably withheld
or delayed. Any attempt by Acumen to assign or delegate rights or obligations
without CLTL's prior written consent shall be voidable at CLTL's option. CLTL
reserves the right to assign this Agreement to any successor to CLTL's business.
18.2. Governing Law. This Agreement shall be construed and governed
according to the laws of the Commonwealth of Massachusetts whose courts
(including Federal courts located therein) shall have exclusive jurisdiction to
resolve any dispute hereunder. CLTL hereby consents and submits itself to the
jurisdiction of such courts, and waives any claim that such jurisdiction or the
venue of any court in Massachusetts is improper.
18.3. Whole Agreement. This Agreement, including the Project
Proposal, constitutes the entire understanding of the Parties with respect to
its subject matter and completely supersedes any prior or contemporaneous
understandings, either oral or written. Any modification of this Agreement shall
be made only by a written amendment signed by the Parties.
18.4. Waiver. The failure of any Party to exercise any right under
this Agreement shall not constitute a waiver of any other term or condition of
this Agreement with respect to any other or subsequent breach, nor a waiver by
such Party of its right at any time thereafter to require exact and strict
compliance with the terms of this Agreement.
18.5. Notices. Any notice to be given under this Agreement shall be
sufficiently given if sent to a Party by U.S. certified mail, postage prepaid,
or by any
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<PAGE>
commercial delivery service which provides a record of delivery, addressed to
that Party at the address set forth in this Agreement, or to such other address
as that Party may designate by written notice to the other Parties. Any such
notice shall be effective on the earlier of the day of actual receipt or the
third business day after mailing or delivery to such commercial delivery
service.
18.6. Survival of Obligations. Except as otherwise provided herein,
any obligations under this Agreement which by their nature would continue beyond
the termination or completion of the Work shall survive such termination or
completion and shall continue thereafter for the full period of the applicable
statute of limitations.
18.7. Unenforceable Provisions. If any provision of this Agreement
is declared void, illegal or unenforceable by a court of competent jurisdiction,
such provision shall be deemed amended as necessary to conform to applicable
Laws and Regulations, or if it cannot be so amended without materially altering
the intention of the Parties, the remainder of the Agreement shall be amended in
a manner to result in comparable economic effects to the Parties. IN WITNESS
WHEREOF, the Parties have duly executed this Agreement as of the date first
written above.
ACUMEN: ACUMEN CONSULTING GROUP, INC.
By /s/ Fernando C. Colon Osorio
----------------------------
Name: Fernando C. Colon Osorio
Title: President
CLTL: CHEMICAL LEAMAN TANK LINES, INC.
By /s/ Philip J. Ringo
----------------------------
Name:
Title:
13
<PAGE>
LIMITED GUARANTY AND SURETYSHIP RIDER
Osorio, for good and valuable consideration and intending to be legally bound
hereby, and in order to induce CLTL to enter into the foregoing Agreement,
hereby guarantees to CLTL and hereby becomes surety to CLTL for the due and
punctual performance by Acumen of each and every covenant, obligation and
agreement, and for the truth and accuracy of each and every representation and
warranty, of Acumen to CLTL set forth in the foregoing Agreement; provided, that
Osorio's total, cumulative liability with respect to or in any way arising out
of this Limited Guaranty and Suretyship Rider, its performance or breach,
whether in contract, tort, or otherwise shall be absolutely limited to and shall
not exceed the amount of CLTL's aggregate payments to Osorio and/or Acumen under
the Consulting Services Agreement. Osorio further agrees that any default by
Acumen under the foregoing Agreement shall be and shall constitute a default by
Osorio and/or Acumen under the Consulting Services Agreement. CLTL may set off
against any amount owed by CLTL to Osorio under the Consulting Services
Agreement, any amount owed by Acumen to CLTL under the foregoing Agreement,
whether by reason of a failure to pay, a breach thereof, or otherwise.
Capitalized terms used in this Limited Guaranty and Suretyship Rider are used
herein with the definitions assigned to them in the foregoing Agreement.
IN WITNESS WHEREOF, Osorio has duly executed this Agreement as of
December 11, 1995.
/s/ Dr. Fernando C. Colon Osorio
----------------------------
Dr. Fernando C. Colon Osorio
14
<PAGE>
Schedule of Fees Between
the Acumen Consulting Group, Inc.
and
Chemical Leaman Tank Lines, Inc.
for the completion of the
C.L.I.S.A. Project
Professional Professional Fee/Day
Classification
Senior Consultant $ 1,300.00
Associate Consultant $ 850.00
<PAGE>
Appendix A
Intended Use
The C.L.I.S.A. project to be delivered by Acumen as part of this contract is
intended to provide Chemical Leaman Tank Lines with a modern order entry,
dispatch, schedule and optimization system. In addition, a major goal of
C.L.I.S.A. is to provide CLTL's management with market analysis tools that can
help Chemical Leaman Tank Lines' select the "right" customers. The "right
customer", in this context, refers to customers that help CLTL maximize its
asset utilization. Nevertheless, the full economic potential impact of
C.L.I.S.A. cannot be realized without deployment of significant business
re-engineering changes planned as a result of the D451 and S451 work at CLTL. In
this context, C.L.I.S.A. cannot and will not make any claims as to the potential
economic benefits associated with its deployment. Said economic benefits cannot
be obtained without the proper execution of the business re-engineering plan
discussed.
EXHIBIT 10.26
<PAGE>
CONSULTING AGREEMENT
This Agreement is made as of the 1st day of July, 1996, by and between
Chemical Leaman Corporation ("Company") with its principal place of business at
102 Pickering Way, Exton, Pennsylvania 19341 and Fernando C. Colon Osorio
("Consultant"), whose address is 185 Maple Street, Stow, Massachusetts 01775.
WHEREAS, Company desires to engage Consultant to generally assist Company
in the management of Company's Chemical Leaman Information Systems Architecture
project ("C-LISA"); and
WHEREAS, Consultant desires to assist Company in such area and to perform
such professional services for Company upon the terms and conditions herein set
forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties do hereby agree as follows:
1. Company hereby engages Consultant as an independent consultant to assist
Company in the management of Company's C-LISA project. Consultant agrees to be
available to provide services to Company an average of four days per week.
2. Consultant's base compensation for services rendered hereunder shall be
$20,834 per month for each month of services provided by Consultant, subject to
increase by mutual agreement of Company and Consultant. In addition, Consultant
shall be entitled to reimbursement of his reasonable out-of-pocket expenses,
including travel required in connection with his performance of consulting
services hereunder, upon monthly submission of invoices, receipts and/or other
reasonably satisfactory documentation to Company specifying all amounts expended
by Consultant for services performed during the preceding month. Such
reimbursement shall be payable hereunder within thirty (30) days following
receipt of Consultant's monthly documentation as set forth above. Consultant
shall also, at December 31, 1996 and December 31, 1997 be eligible to earn a
bonus of up to 100% of Consultant's base compensation to be determined by
mutually agreed upon objectives, or if this Agreement is terminated prior to
December 31, 1997, upon such termination Consultant will be paid a pro rata
portion of such bonus based on the number of months of services up to the date
of termination.
3. This Agreement shall commence July l, 1996 and shall terminate on
December 31, 1997. Company may terminate this Agreement without liability (other
than for payment for services and expenses up to the termination date as
provided herein) by providing Consultant written notice thereof and of the date
of termination, which date shall be at least thirty (30) days after receipt of
the notice by Consultant.
Notwithstanding the foregoing, Company may terminate this Agreement at any
time immediately upon written notice to Consultant in the event that Consultant
has engaged in any conduct which, in the reasonable opinion of Company, will
injure Company's business reputation or is in violation of the provisions of
this Agreement.
If this Agreement is terminated, Company shall be obligated to pay
compensation under the provisions of this Agreement only for services performed
and out-of-pocket expenses incurred up to and including the date of termination.
<PAGE>
4. It is agreed that the services performed hereunder by Consultant will be
in Consultant's independent professional capacity, that at no time shall
Consultant be deemed to be an employee of Company nor shall Consultant have any
power to act as an agent of Company. Consultant is advised and agrees that
Consultant will not be covered by Company's employee benefit or insurance
programs. Consultant shall be responsible and shall pay all mandatory income
tax, social security, unemployment and other such payments, as appropriate.
Consultant agrees to procure and maintain throughout the term of this Agreement
workman's compensation insurance.
5. The services to be performed by Consultant under this Agreement shall be
under the general direction of Mr. David Hamilton, the Chairman of the Board of
Directors of Company.
6. No publicity or advertising shall be released by Consultant relative to
the contractual arrangement set forth herein, without the prior written approval
of Company.
7. The services to be performed by Consultant hereunder are personal in
nature and as such, no rights or obligations under this Agreement may be
assigned to any person, by operation of law, or otherwise, without the express
written approval of Company.
8. (a) During the term of this Agreement and for a period of three years
thereafter, Consultant shall not work with other individuals, firms or other
entities engaged in the business of providing bulk chemical transportation
services, or any other services provided by the Company or its affiliates to
their customers. Consultant may work with other individuals, firms or other
entities not so engaged, and in connection therewith, may provide consulting
services independent of Company, provided, however, such other consulting
services shall not conflict with the Consultant's rendition of services to
Company.
(b) Consultant acknowledges that the restrictions contained in
Section 7(a) hereof are reasonable and necessary to protect the legitimate
interests of the Company and its affiliates and that the Company would not have
entered into this Agreement in the absence of such restrictions. Consultant also
acknowledges that any breach by him of Section 8(a) hereof will cause continuing
and irreparable injury to the Company for which monetary damages would not be an
adequate remedy. Consultant shall not, in any action or proceeding to enforce
any of the provisions of this Agreement, assert the claim or defense that such
an adequate remedy at law exists. In the event of such breach by Consultant, the
Company shall have the right to enforce the provisions of Section 8(a) hereof by
seeking injunctive or other relief in any court, and this Agreement shall not in
any way limit remedies of law or in equity otherwise available to the Company.
If an action at law or in equity is necessary to enforce or interpret the terms
of this Agreement, the prevailing party shall be entitled to recover, in
addition to any other relief, reasonable attorneys' fees, costs and
disbursements. In the event that the provisions of Section 7(a) hereof should
ever be adjudicated to exceed the time, geographic, or other limitations
permitted by applicable law in any applicable jurisdiction, then such provisions
shall be deemed reformed in such jurisdiction to the maximum time, geographic,
or other limitations permitted by applicable law.
(c) In the event that Consultant shall be in breach of any of the
restrictions contained in this Agreement, then the period of time for which
Consultant is prohibited from engaging in such services and provided in Section
8(a) hereof shall be extended for a period of time equal to the period of time
that Consultant is in breach of such restriction.
9. All designs, ideas, inventions, creations and other intellectual
property, including without limitation all software, programs, algorithms, codes
(source and object), manuals and related
<PAGE>
data, records and materials (collectively, "Proprietary Property"), first
developed, made or conceived by Consultant during the course of the services and
which relate to the services, shall be promptly disclosed to Company and such
Proprietary Property, and all patent, copyright, trademark and other legal
rights therein, shall be the sole and exclusive property of Company. Consultant
shall cooperate with Company and shall take all steps and execute and deliver
all such documents as may be appropriate to perfect and evidence such ownership
and to obtain, defend and enforce Company's rights therein. All copyrightable
works first created by Consultant and covered by this first paragraph of this
Section 9 shall be deemed to be WORKS FOR HIRE.
Any Proprietary Property developed by Consultant prior to the date of this
Agreement or independent of and not for the purposes of the services of this
Agreement, or independent of and not for the purpose of the services of this
Agreement ("Prior Property") and included in any deliverables shall remain the
property of the Consultant. Company shall have no ownership rights in Prior
Property, but, unless otherwise agreed by Company, each of Company, Power
Purchasing, Inc. and QUALA Systems, Inc. are hereby granted non-exclusive,
perpetual licenses to use and to modify and adapt the Prior Property solely for
each of their respective internal purposes. Company shall not itself, and
Company hereby assures Consultant that Power Purchasing, Inc. and QUALA Systems,
Inc. shall not sell, lease, sublicense, distribute or otherwise transfer Prior
Property to any Person without Consultant's prior written approval.
10. Consultant agrees to receive and hold in strictest confidence and
(unless otherwise agreed by Company in writing) not to make any public
disclosure of, any information imparted to it by Company or learned or generated
by it which pertains to Company's business and which is not the subject of
general public knowledge, whether or not the same relates to the services,
including, without limitation, proprietary processes, trade secrets, technical
information and know-how, information concerning Company's other projects,
management policies, economic policies, financial and other data, customer lists
and information, and the like. The preceding nondisclosure obligations shall not
apply to:
(i) information in the possession of Consultant prior to the date he
first rendered services to Company (whether or not under this Agreement);
(ii) information in the public domain, except through violation of the
covenants set forth in this Section 10; and
(iii) information obtained from a third person not under an obligation
of nondisclosure to Company.
11. The failure of either party hereto to enforce any rights under this
contract shall not be construed to be a waiver of that right, or of damages
caused thereby or of any other rights under this contract.
12. This contract encompasses the entire agreement of the parties relating
to the subject matter herein, and except for the Service Agreement dated as of
December 11, 1995 by and between Chemical Leaman Tank Lines, Inc. and Acumen
Consulting Group, Inc., there are no other agreements or understandings either
written or oral between Company, Consultant, or any of their respective
affiliates.
13. This contract may not be modified or amended except in writing with the
same degree of formality with which contract has been executed.
<PAGE>
14. The construction, interpretation and performance of this contract, and
all transactions under it, shall be governed by the laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties hereto have executed this CONTRACT as of
the day and year first written above.
/s/ Fernando C. Colon Osorio
-----------------------------
Fernando C. Colon Osorio
CHEMICAL LEAMAN CORPORATION
By: /s/ Eugene C. Parkerson
--------------------------
Eugene C. Parkerson
Executive Vice President
EXHIBIT 10.27
<PAGE>
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT made as of July 1, 1992, by and between SAMUEL F.
NINESS, JR. (the "Consultant") and CHEMICAL LEAMAN TANK LINES, INC., a Delaware
corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company is a liquid bulk common and contract carrier company
operating throughout the United States and Canada; and
WHEREAS, the Consultant is a former senior executive of the Company with
substantial experience in the Company's affairs; and
WHEREAS, the Company desires to maintain the availability of the
Consultant's special skills and expertise in the liquid bulk carrier business
and Consultant desires to provide and keep available for the Company his
services on the terms and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and obligations
contained herein, the parties hereto, intending to be legally bound, agree as
follows:
1. Engagement.
Upon the terms and subject to the conditions set forth herein, the
Company hereby agrees to engage Consultant as a consultant, and Consultant
hereby agrees to provide consulting services to the Company.
2. Duties and Obligations.
Consultant hereby agrees to consult with the Company on all matters
relating to its operations and affairs,
<PAGE>
including the liquid bulk carrier business. Consultant shall, to the extent
he is physically capable, perform such services at the corporate headquarters of
the Company in Exton, Pennsylvania for a minimum of one (1) day per fiscal
quarter, and shall otherwise be available to consult with the management of the
Company at such other times, by telephone, as the Company may reasonably
request.
3. Compensation.
(a) In consideration of Consultant's agreement to provide certain
services as a consultant to the Company in accordance with this Agreement, the
Company agrees to pay Consultant the sum of One Hundred Eighty Nine Thousand
Dollars ($189,000), which sum shall be deemed earned upon execution of this
Agreement subject only to Section 6 hereof, and payable during the term of this
Agreement in equal monthly payments of Two Thousand Two Hundred Fifty Dollars
($2,250) mailed to Consultant by first class mail on the first day of each
month, with the first payment due within ten (10) days of the execution hereof.
(b) In consideration of Consultant's covenant not to compete set forth
herein, the Company shall pay to Consultant the sum of One Hundred Eighty Nine
Thousand Dollars ($189,000), which sum shall, subject to the terms hereof, be
payable in equal monthly payments of Two Thousand Two Hundred Fifty Dollars
($2,250) mailed to Consultant by first class mail on the first
-2-
<PAGE>
day of each month, with the first payment due within ten (10) days of
the execution hereof.
4. Term.
The term of Consultant's engagement under this Agreement shall commence
on July 1, 1992 and shall continue through and until June 30, 1999 (the "Term"),
subject to earlier termination in accordance with Section 6 hereof, and the
engagement shall thereupon terminate and the Consultant's right to further
payment hereunder shall terminate.
5. Confidential Information and Covenant Not to Compete.
5.1 Non-Compete. During the term of this Agreement and for a period of
six (6) months thereafter, the Consultant shall not (i) directly or indirectly,
own, manage, operate or control, or participate in the ownership, operation,
management or control of, or be connected with or have any interest in as an
employee, consultant, advisor, agent, owner, partner, co-venturer, principal,
director, lender, officer or otherwise, any person, business, enterprise or
entity in the United States that directly or indirectly competes with the
current business or operations of the Company, which is the liquid bulk carrier
business; (ii) participate in the solicitation of any part of the business
conducted by the Company from any person, business, enterprise or entity which
is or was a customer of Company; or (iii) knowingly employ or retain, or
knowingly have any other person, business, enterprise or entity
-3-
<PAGE>
employ or retain, any person employed by Company during the term of such
other person's employment.
5.2 Non-Disclosure. During the term of this Agreement and for a period
of two (2) years thereafter, the Consultant hereby agrees that he shall not,
directly or indirectly, disclose to any person, business, enterprise or entity
any information concerning the methods of operation (including, without
limitation, marketing techniques and methods), sales and distribution methods,
cost or pricing methods, financial information, identity of customers, customer
requirements or needs, contracts, agreements, or any other proprietary
information with respect to the operation of the business of the Company which
is not then public knowledge. Notwithstanding the foregoing, should he be
compelled to disclose any such information in any judicial, administrative or
regulatory proceeding, then such disclosure, may be made (without being
considered a breach of this Agreement) as to the minimum amount of such
information which legal counsel retained by such party determines to be
necessary in order to comply with the order of any such judicial, administrative
or regulatory body; provided, that prior to any such disclosure, he shall use
his reasonable good faith efforts to obtain confidential treatment of any such
information which is required to be disclosed pursuant to any such order or a
judicial, administrative or regulatory body.
-4-
<PAGE>
5.3 Remedy. The parties hereto specifically acknowledge and agree that
the remedy at law for any breach under this Section 5 will be inadequate and
that the Company, in addition to any other relief available to it, shall be
entitled to temporary and permanent injunctive relief without the necessity of
proving actual damage. If the provisions of this Section 5 should ever be deemed
to exceed the limitations permitted by applicable law, then the parties hereto
agree that such provisions shall be reformed to set forth the maximum
limitations permitted.
6. Termination.
Notwithstanding any provision in this Agreement to the contrary, the
Company shall have the right to terminate the Consultant's engagement under, and
the term of, this Agreement only upon the occurrence of any of the following
events:
(i) any material, intentional breach by the Consultant of his
obligations under this Agreement which constitute gross negligence or willful
misconduct; or
(ii) the commission by Consultant of a crime which constitutes a felony
or otherwise involving moral turpitude, or engage in conduct which is generally
considered morally or ethically reprehensible or reasonably could have a
material adverse affect on the Company's reputation.
7. Relationship Between Parties.
Consultant will be retained by the Company strictly for the purposes and
to extent set forth in this
-5-
<PAGE>
Agreement and his relationship to the Company shall be that of an
independent contractor and not that of an employee, a partner or joint venturer;
and the Company shall have no duty or obligation to withhold or pay any taxes
for or on behalf of Consultant.
8. Notices.
Any notice required or permitted to be given or made under this
Agreement by one party to the other shall be deemed to have been sufficiently
given or made for all purposes hereof if mailed, certified mail, return receipt
requested, postage prepaid, hand delivered, or sent by a national overnight
delivery service, addressed or delivered to such party at its address indicated
below or to such other address as the addressee shall have theretofore furnished
in writing to the other party by written notice:
If to Consultant:
Samuel F. Niness, Jr.
194 Three Rivers Court
Berwyn, Pa 19312
If to the Company:
Chemical Leaman Tank Lines, Inc.
102 Pickering Way
Exton, Pennsylvania 19341
Attn: President
9. Agreement.
This Agreement may not be modified except by an instrument in writing
executed by Consultant and the Company.
-6-
<PAGE>
10. Section Headings.
All section headings herein have been inserted for convenience of
reference only and shall in no way modify or restrict any of the terms or
provisions hereof.
11. Successors and Assigns.
This Agreement shall be binding upon and shall enure to the benefit of
the successors and assigns of the Company and Consultant.
12. Assignment.
Consultant may not assign his rights or obligations under this
Agreement.
13. Governing Law.
This Agreement shall be deemed to be a contract made under the laws of
the Commonwealth of Pennsylvania and for all purposes shall be governed by,
construed, interpreted and enforced according to the laws of the Commonwealth of
Pennsylvania.
IN WITNESS WHEREOF, Consultant and the Company have caused this
Agreement to be duly executed and delivered as of the date and year first above
written.
ATTEST: CHEMICAL LEAMAN TANK LINES, INC.
/s/ [Illegible] By: /s/ [Illegible]
- ----------------------------- --------------------------------
(Assistant) Secretary President
/s/ [Illegible] /s/ SAMUEL F. NINESS, JR.
- ----------------------------- -------------------------------- (SEAL)
WITNESS Samuel F. Niness, Jr.
-7-
EXHIBIT 10.28
<PAGE>
AGREEMENT AND RELEASE
For good and valuable consideration, receipt of which is hereby
acknowledged, Charles Fernald (hereinafter referred to as "Employee") and
Chemical Leaman Corporation together with each and every one of its
predecessors, successors (by merger or otherwise), parents, subsidiaries,
affiliates, assigns, directors, officers, employees and agents whether present
or former (hereinafter collectively referred to as the "Employer"), hereby agree
as follows:
1. In view of the change in operation at the Employer, the Employee hereby
voluntarily accepts a paid Leave of Absence with Employer effective Friday,
June 17, 1994.
2. The Employee agrees that he will treat as confidential all knowledge and
information obtained by him during the course of his employment regarding
the Employer's existing, planned or anticipated method of doing business,
operation or marketing or selling strategies, and that he will not
disclose, disseminate, reproduce, retain, utilize or otherwise make
available in any manner whatsoever any such confidential or proprietary
information to any person, firm, corporation or other entity without the
prior written consent of Employer. The Employee further acknowledges and
agrees that all designs, papers and/or other records of any kind in his
possession pertaining to his work for the Employer are the sole and
exclusive property of the Employer, and shall be delivered into the
possession of the Employer concurrently with the
<PAGE>
delivery of this Agreement.
3. The Employee agrees that he shall not directly or indirectly, reveal,
divulge, disseminate, disclose or appropriate for his own use or for the
use of any third party any trade secrets or confidential information of the
company to any individual, firm, person or corporation.
4. The Employee further agrees that he shall not solicit customers of the
Employer for any purpose other than to seek job leads, to network, or for
references. The Employee further agrees that he shall not contact any
employees of the Employer for the purpose of soliciting the employees to
accept employment with any other individual, person, firm, corporation or
business entity except with the prior written consent of the Employer.
5. The Employee agrees that he shall cooperate with Employer in the future
should the Employer need information, testimony or other material relating
to the Employee's employment with the Employer. The Employer agrees to
reimburse the Employee for any expenses incurred or loss suffered as a
result of providing such cooperation.
6. The Employer shall provide Employee with benefits and compensation set
forth in Exhibit "A" attached hereto and incorporated herein.
7. In consideration for the foregoing, the Employee (for himself and anyone
who has or may have a claim by or through him) hereby releases and
discharges the Employer from any and all
2
<PAGE>
suits, causes of action, claims, demands, charges, complaints, obligations
or any actions of any sort whatsoever, whether in law or equity, direct or
indirect, which the Employee ever had, now has, or hereinafter can or may
have against the Employer relating to or in any way arising out of any
aspect of his employment with and/or his separation from employment with
the Employer. This Release specifically includes but is not limited to any
and all claims for wrongful discharge, breach of contract (whether express
or implied), any and all forms of employment discrimination in violation of
any federal, state or local statute or ordinance or executive order or
common law doctrine (including but not limited to claims for discrimination
on the basis of race, color, religion, sex, national origin, age and/or
mental or physical handicap, whether asserted under Title VII of the Civil
Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et seq., the Civil
Rights Act of 1870, 42 U.S.C. Section 1981, The Age Discrimination in
Employment Act of 1967, as amended, 29 U.S.C. Section 621 et seq., The
Rehabilitation Act of 1972, as amended, 29 U.S.C. Section 701 et seq.,
and/or under any other applicable federal, state or local
antidiscrimination law or common law doctrine), any and all suits in tort
(including but not limited to any claims for misrepresentation, defamation,
interference with contract or with prospective economic distress, and
negligence) and/or any and all other claims for additional compensation or
damages of whatsoever kind arising
3
<PAGE>
in connection with the Employee's employment and/or separation from
employment with the Employer. In addition, this Agreement and Release
specifically includes all claims for costs and/or attorneys' fees, if any,
incurred by the Employee in connection with any aspect of his employment
relationship and/or his separation from employment with the Employer.
8. The Employee specifically understands and hereby agrees that the provisions
of this Agreement and Release extend to all of the aforementioned actions,
whether presently matured or not matured, known or unknown, suspected or
unsuspected by him, and further agrees that this constitutes an essential
material term of this Agreement. The Employer and Employee understand and
acknowledge that this Agreement and Release constitutes a binding legal
contract, and expressly consent that the Agreement shall be given full
force and effect according to each and all of its express terms and
provisions.
9. Employee agrees that the terms of this Agreement and Release are
confidential and will be discussed by the Employee only with counsel, and
if the Employee so chooses, with members of his immediate family. Under no
circumstances may the terms of this Agreement, or its acceptance or
rejection, be discussed by the Employee, the Employee's counsel, or any
members of the Employee's immediate family, with any other individual.
Breach of this Agreement shall, at Employer's option, negate the terms of
this Agreement.
10. It is specifically understood and agreed that this Agreement
4
<PAGE>
and Release shall not in any way be construed as an admission that the
Employer has violated any federal, state or local law or common law duty,
or that any action taken by the Employer with respect to the Employee has
been unwarranted, unjustified, discriminatory or otherwise unlawful.
11. It is specifically understood and agreed that the provisions of this
Agreement and Release are severable, and that, if any provision of this
Agreement and Release or if the application thereof under any circumstances
if found to be invalid or unenforceable, all other provisions that can be
given effect without the invalid or unenforceable provision shall remain
valid and enforceable.
12. The Employee hereby acknowledges that he is acting of his own free will,
that he has been afforded a period of not less than twenty-one (21) days
within which to read and consider the terms of this Agreement and Release,
that he has been encouraged to seek the advice of counsel with respect to
this Agreement and Release, and that he fully understands all of the
provisions and effects of this document. In addition, the Employee hereby
acknowledges that neither the Employer nor any of its agents,
representatives, or attorneys have made any representations concerning the
terms of this Agreement and Release other than those contained herein.
13. The Employee acknowledges that he is fully aware that he remains free to
revoke this Agreement and Release for a period of seven (7) days following
the execution by him of this
5
<PAGE>
Agreement and Release, by providing written notice to the Employer of his
intention to revoke within the seven (7) day period in question. The
Employee further understands that this Agreement shall not become effective
or enforceable until the seven (7) day revocation period has expired.
/s/ Charles E. Fernald
----------------------------
Employee
Sworn and Subscribed to before me
this 10th day of June, 1994.
/s/ LINDA M. EPPOLITO
- --------------------------------
Notary Public
CHEMICAL LEAMAN CORPORATION
By: /s/ DENNIS R. COPELAND
-------------------------
DENNIS R. COPELAND
Title: V.P. Human Resources &
Labor Relations
Sworn and Subscribed to before me
this 9th day of June, 1994.
/s/ JEANNE M. EELDYK
- --------------------------------
Notary Public
6
<PAGE>
APPENDIX "A"
1. Last day worked will be Friday, June 17, 1994.
2. A bonus of $90,000 will be paid to the Employee upon acceptance of this
agreement.
3. Employee will begin a paid Leave of Absence starting June 18, 1994 and will
be paid as follows:
a. June 18, 1994 to June 17, 1995; $131,729
b. June 18, 1995 to June 17, 1996; $100,000
c. June 18, 1996 to June 17, 1997; $100,000
d. June 18, 1997 to June 17, 1998; $100,000
e. June 18, 1998 through December 31, 2004 $10,000 per year
checks will be paid on a normal pay date cycle and mailed to your home.
4. In return for the above the Employee agrees to make himself available a
minimum of ten (10) days per month during the first four years and as
requested thereafter.
5. Since this is a paid Leave of Absence pension credit will be accumulated
toward retirement.
6. If the Employee obtains paid employment at any time during the second,
third or fourth year, the amount to be received will be reduced to $50,000
per year. (If the employment is for a non-profit organization or
self-employed, e.g. consulting, and the compensation is less than $50,000,
the $100,000 referred to in item two (2) will not be reduced.) If that
amount has been exceeded in the year in which other employment is obtained
then the payments for that year will cease at the date of employment.
7. Benefits will be continued during the paid Leave of Absence except if other
employment is obtained in which benefits are offered, benefits under the
Chemical Leaman Corporation plan will cease.
8. Long term disability and short term disability cease as of June 18, 1994.
9. The split dollar policy including cash value will be turned over to the
employee.
10. The DBO policy is no longer applicable to the Employee effective June 18,
1994.
11. Vacation Pay: You will be entitled to six (6) weeks of vacation to be paid
in a lump sum after June 17, 1994.
7
<PAGE>
12. Personal Holiday: You are entitled to one (1) personal holiday for 1994 if
this has not yet been taken.
13. 401(k): 401(k) contributions can only be deducted through your last day of
active employment which is June 17, 1994.
14. Outplacement: You are eligible to participate in a program at Chemical
Leaman's expense to assist you in finding other employment. Any questions
pertaining to outplacement should be discussed with Dennis Copeland.
15. Please address any questions regarding benefits to Jean Martin in the Human
Resource Department.
8
June 2, 1995
Chemical Leaman Tank Lines, Inc.
and Chemical Leaman Corporation
919 North Michigan Avenue
Suite 2900
Chicago, IL 60611
Attention: David R. Hamilton
Gentlemen:
This will set forth the terms under which I will be employed by
Chemical Leaman Tank Lines, Inc. ("Tank Lines") and a member of the Board of
Directors of Tank Lines's sole parent, Chemical Leaman Corporation (the
"Parent") (Tank Lines and the Parent being collectively referred to as the
"Companies"), as follows:
1. I will be President and Chief Executive Officer of Tank Lines, a
member of its Board of Directors of the Parent. I will report directly to David
R. Hamilton. Mr. Hamilton and George McFadden (the "Shareholders") are the
principal and controlling shareholders of the Parent. My employment will
commence on or about July 14, 1995.
2. The Companies will pay me a base salary at the rate of $300,000 per
year with an annual performance and salary review at the end of each fiscal year
of the Companies. In no event will my base salary be reduced.
3. The Companies will pay me a bonus based on targets mutually agreed
upon by you and me each year. Presently, Tank Lines sets an operating profit
goal each year and the attainment of that goal will result in a bonus to me of
100% of my base salary. The bonus arrangement will not be capped, so that a
bonus of more than 100% is possible. If 100% of the goal is not attained, a
bonus computed on a sliding scale will be payable. I will be guaranteed a
minimum bonus of 50% of my base salary for the remainder of 1995 (prorated on a
per diem basis) and for 1996. Each such bonus for each calendar year will be
paid at the time the Companies' customarily pay executive bonuses, but no later
than 90 days after the completion of the Companies' audit for such calendar
year. If I am not employed by the Companies for the entire calendar year, my
bonus for that calendar year will be prorated by prorating the targets for that
calendar year and prorating the amount of the bonus based on the prorated
targets, it being understood, however, that for 1995 and 1996 my bonuses will
not be less than the foregoing minimum bonuses for those years prorated on a per
diem basis. The Companies will also pay me an annual supplementary bonus for
each year on or before January 31st of the following year. The supplementary
bonus will be not less than an amount equal to the interest payable under my
note(s) referred to in paragraph 8 for the prior calendar year less the amount
of any dividends which were paid to me during such prior calendar year on my
common stock of the Parent. In the event of the termination of my employment for
any reason (including death or disability), I (or, in
<PAGE>
the case of my death or disability, my representative) shall have the option to
require the Companies to purchase for cash all of my stock of the Parent at fair
market value. If the Companies and I are unable to agree on the fair market
value, we will mutually select a recognized investment banker or appraiser to
determine the fair market value of my stock, which decision will be binding. The
fees and costs of the appraiser shall be paid by the Companies.
4. I will be entitled to the benefits package made available to other
executives at Tank Lines. A copy of a summary of the benefit plans have been
furnished to me. In addition, for business purposes, I will be entitled, without
cost to me, to the use of a car of my choice supplied by Tank Lines and to a
club membership of my choice. The cost of the car cannot exceed a Cadillac or
its equivalent. The cost of the club membership which the Companies will pay
will be the initiation fee, base dues and reasonable business expenses which I
will charge at the club. I will be responsible for my income taxes on the
benefit which I receive from the Companies' furnishing me with such car and club
membership. I will be entitled to four weeks per year of paid vacation. The
Companies will also pay my reasonable relocation expenses to the Philadelphia
area which shall include moving expenses, brokerage, legal and other costs of
selling my Chicago condominium and points (other than buying down a loan to
below market rates) and other costs in connection with purchasing a new home in
the Philadelphia area. If my employment is terminated because of a disability, I
will be entitled to continue to receive compensation until the disability policy
begins to be paid, so that there will be no gap. Upon my death or disability,
the Companies will continue to provide health insurance benefits for me and my
dependents for the full period provided by COBRA, at no cost to me. As an
officer an director of each of the Companies, I will be entitled to the benefit
of indemnification and exculpation provisions from each of the Companies, a copy
of which have been furnished to me.
5. If I am terminated at any time for any reason other than "Just
Cause" within the first three years of my employment, the Companies will pay me
severance equal to one year's base salary and will continue to provide health
insurance benefits for me and my dependents for one year also, without cost to
me. However, if I obtain employment within the one year period, my severance
benefits will be reduced by the amount of my compensation from such employment.
For purposes of the foregoing, "Just Cause" shall mean: prosecution for a
felony; conviction of a misdemeanor involving moral turpitude; my theft from the
Companies; and the substantial abandonment of my responsibilities.
6. If, during the first five years of my employment, there is a change
of control so that the Shareholders no longer control the Companies and either I
am terminated or choose not to work for the Companies under the control of the
new owners, the Companies will pay me, upon my termination, an amount equal to
two years of my then base salary and provide health benefits for me and my
dependents for the two years (if the Companies can do so after using reasonable
efforts or, if not, 18 months) following my termination at no cost to me.
7. Upon the commencement of my employment, the Companies shall pay me a
sum equal to $366,663 in cash.
<PAGE>
8. I hereby agree to purchase from the Parent, and the Parent agrees to
sell me, 76 vested shares of common stock of the Parent (or slightly more than
2-1/2% of the outstanding shares of common stock, computed on a fully diluted
basis) at a price of $6,000 per share for a total purchase price of $456,000.
The purchase price will be paid by my promissory note under which I will be
personally liable for a maximum amount of $91,200. The note will be secured by a
pledge of my stock to the Parent and will bear interest at the rate of 6.83% per
annum. I will be entitled to receive dividends and other distributions on my
stock as long as I am not in default under the note. Interest will be payable
annually on or before January 31, 2004 or the sale of my shares (to the extent
of the net sale proceeds). Concurrently, you have given me a stock certificate
representing the shares which I have purchased and I have given you my note. If
the Parent hereafter redeems all or substantially all of the so-called "Szabo
block" of shares, consisting of 454 shares of common stock of the Parent, the
Parent will give me the opportunity then to purchase an additional number of
shares of common stock of the Parent at $6,000 per share (to be equitably
adjusted for stock splits, etc.). The number will be that number which is
necessary to increase my ownership of the outstanding shares of common stock of
the Parent on a fully diluted basis to 3% (or slightly more to take into account
a rounding-up for a fractional share). The purchase price will be paid by my
note, the terms of which will be identical to my note for the initial shares,
except for the amount of the principal, and the amount for which I am personally
liable (which will be 20% of the original principal amount), and except that the
interest rate for the additional shares will be at the then lowest applicable
interest rate that will not result in the imputation of interest for federal
income tax purposes.
9. I will make and file with the Internal Revenue Service a Section
83(b) election. If the Internal Revenue Service should take the position that
my acquisition of any of the shares of common stock of the Parent results in
compensation to me, the Companies will pay me a sum equal to my federal, state
and local income taxes on such compensation. Such payment shall be grossed up
for the amount of such taxes on such payment.
10. Parent hereby grants to me registration rights consisting of (a)
one demand registration right after an initial public offering of any capital
stock of the Parent provided that the registration can be done on a form S-3 or
other available "short form" registration statement, and (b) piggy-back
registration rights with respect to all registration statements filed by Parent
(other than on form S-4 or S-8). Such piggy-back registration rights shall be
on a pro rata basis with the Shareholders. The terms of such demand and
piggy-back registration rights shall be customary including my signing customary
indemnifications, it being understood, however, that I shall not be required to
pay any portion of the costs and expenses in connection with any such
registration. The Parent also hereby grants to me pre-emptive rights shall allow
me to purchase a proportionate amount of all new securities issued by the Parent
to the same extent and on the same terms per share as the Shareholders.
11. The Shareholders hereby grant me tag-along rights so that if either
or both of the Shareholders sell stock in the Parent to a third party, they or
he will, as a condition of such sale, grant me the right to sell a proportionate
number of my shares to the third party for cash at the same price per share and
at the same terms as the selling Shareholder(s).
<PAGE>
12. I have entered into a non-compete agreement with my present
employer which contains the provisions set forth on Exhibit A attached hereto.
The Companies agree, at my option, to pay my reasonable attorneys' fees and
litigation costs in the event that a lawsuit is brought against me by my former
employer for violating those provisions as a result of my employment with the
companies, provided that if I exercise my option, the Companies shall have the
right reasonably to control the litigation, provided, further, that they will
keep me advised of all significant events, they will consult with me as to major
decisions and will not be unreasonably withheld. If the attorneys representing
me determine that they have a conflict with the Companies, I will be entitled to
retain my own attorneys, the fees and costs of which will be paid by the
Companies.
13. The Companies will pay the reasonable fees and costs of my
attorneys in connection with this letter, provided that the fees shall not
exceed $2,500.00.
14. My pre-emptive rights and my tag-along rights set forth in
paragraphs 10 and 11 shall terminate upon the completion of an initial public
offering of the common stock of the Parent provided such stock is listed on a
national stock exchange or traded on the NASDAQ national market.
If this letter correctly sets forth our agreement, please sign and
return the enclosed copy.
Very truly yours,
/s/ Philip J. Ringo
------------------------
Philip J. Ringo
AGREED AND ACCEPTED:
CHEMICAL LEAMAN TANK LINES, INC.
By: David R. Hamilton
----------------------------
CHEMICAL LEAMAN CORPORATION
By: David R. Hamilton
----------------------------
The undersigned Shareholders agree to comply with the registration,
tag-along and pre-emptive rights granted to Philip J. Ringo in paragraphs 10 and
11 of the above letter.
/s/ David R. Hamilton
-------------------------
David R. Hamilton
/s/ George McFadden
--------------------------
George McFadden
EXHIBIT 10.30
<PAGE>
Chemical Leaman Corporation
Chemical Leaman Tank Lines, Inc.
102 Pickering Way
Exton, Pennsylvania 19341
October 31, 1995
Mr. Philip J. Ringo
102 Pickering Way
Exton, PA 19341
Re: Amendment No. 1 to Letter Agreement
dated June 2, 1995
Dear Mr. Ringo:
Reference is hereby made to the letter agreement (the "Letter Agreement")
dated June 2, 1995 by and among you, Chemical Leaman Corporation and Chemical
Leaman Tank Lines, Inc., which has been joined by David R. Hamilton and George
McFadden. Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Letter Agreement.
This Amendment No. 1 to Letter Agreement sets forth the terms under which
the Letter Agreement will be amended, effective as of the date of your execution
below.
1. Your right to require the Companies to purchase for cash all of your
stock of the Parent as set forth in Paragraph 3 of the Letter Agreement shall be
exercisable by you or your representative only by delivering written notice of
such election to each of the Companies within 30 days (60 days if your
employment terminates as a result of your death or disability) following the
date of the fair market value determination provided for in Paragraph 3 of the
Letter Agreement, which will be required to be obtained upon and after the
termination of your employment at the request of either you or the Companies.
Settlement of the purchase of such stock shall occur on the date set forth in
such notice, which date shall under no circumstances be more than 20 days after
the date of such notice.
2. If your employment is terminated at any time for Just Cause, the Parent
shall have the right (but not the obligation) to purchase all or any portion of
the shares of the common stock of the Parent which you own. Such right shall be
exercisable by the Parent only by delivering written notice of such election to
you within 30 days following the date of the fair market value determination
provided for in Paragraph 3 of the Letter Agreement, which will be required to
be obtained upon and after the termination of your employment at the request of
either you or the Companies. The purchase price for such shares shall be the
<PAGE>
fair market value thereof (determined in accordance with Paragraph 3 of the
Letter Agreement). Settlement of the purchase of such shares shall occur on the
date set forth in such notice, which date shall under no circumstances be more
than 20 days after the date of such notice. You acknowledge and agree that any
such purchase shall constitute a sale, transfer or conveyance of Shares (as
defined in the Stock Purchase and Pledge Agreement, dated August 9, 1995, by and
between you and the Parent) for consideration and therefore will require you to
prepay your Promissory Note to Parent, dated August 9, 1995 in accordance with,
and to the extent of, the terms of Section 2(b) thereof.
3. Notwithstanding the provisions of Paragraph 8 of the Letter Agreement,
the purchase price to be paid by you in the event the Parent redeems all or
substantially all of the "Szabo block" of shares, and in connection therewith
you exercise your right under Paragraph 8 of the Letter Agreement to purchase
additional shares of common stock of the Parent (the "Paragraph 8 Shares"),
shall be equal to $6,000 per Paragraph 8 Share until June 1, 2000. On and after
June 2, 2000, the purchase price per Paragraph 8 Share shall be an amount equal
to two-thirds (2/3rds) of the fair market value of such Paragraph 8 Shares
(determined in accordance with Paragraph 3 of the Letter Agreement).
In addition, if you exercise your right under Paragraph 8 of the Letter
Agreement to purchase Paragraph 8 Shares at a time when the fair market value of
each of such Paragraph 8 Shares is determined (by the Parent and you jointly, or
by applicable governmental authority) to exceed your purchase price per share
(as equitably adjusted for stock splits, etc.), the Parent will, concurrently
with such determination, pay you in cash a bonus equal to the total of the
applicable federal, state and local income taxes (computed at the highest
individual marginal tax rates) on such excess (grossed up to cover all
applicable federal, state and local income taxes on such bonus) for each such
Paragraph 8 Share you so purchase.
4. In the event that the Letter Agreement or this Amendment No. 1 requires
a fair market value determination pursuant to paragraph 3 of the Letter
Agreement, the parties agree to proceed reasonably and in good faith to complete
or obtain completion of such determination as promptly as practicable.
5. The Parent shall reimburse you for the reasonable legal fees and
expenses of your counsel up to $2,000 incurred in connection with the
negotiation and execution of this Amendment No. 1 to Letter Agreement.
6. This Amendment No. 1 to Letter Agreement, together with the Letter
Agreement and a Stock Purchase and Pledge Agreement dated August 9, 1995 between
<PAGE>
you and Chemical Leaman Corporation, constitute the entire agreement among the
parties with respect to the subject matter hereof, and may not be amended except
by a written instrument signed by the parties hereto.
If you are in agreement with the foregoing, please sign where indicated
below, and return one original of your signature to the Companies for our
records.
Very truly yours,
CHEMICAL LEAMAN CORPORATION
CHEMICAL LEAMAN TANK LINES, INC.
By: /s/ David R. Hamilton
-------------------------------------
Title:
ACCEPTED AND AGREED, THIS
_____ DAY OF OCTOBER, 1995,
/s/ Philip J. Ringo
- --------------------
Philip J. Ringo
November 29, 1995
EXHIBIT 10.31
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THE SHARES OF SERIES B PREFERRED STOCK BEING EXCHANGED PURSUANT TO THIS
AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THESE SHARES MAY NOT BE SOLD
OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SHARES UNDER THE ACT AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE
AGENCY OR AUTHORITY HAS PASSED ON, RECOMMENDED OR ENDORSED THE MERITS OF THIS
EXCHANGE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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EXCHANGE AGREEMENT
BETWEEN
CHEMICAL LEAMAN CORPORATION
AND
KAREN LLOYD
May 22, 1996
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EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT, dated May 22, 1996, is by and between CHEMICAL
LEAMAN CORPORATION, a Pennsylvania corporation with offices at 102 Pickering
Way, Exton, PA 19341-0200 (the "Company") and Karen Lloyd, an individual
residing at 66 Thunderhead Place, Mahwah, New Jersey 07430 (the "Shareholder").
BACKGROUND
Prior to March 25, 1996, the so-called "Szabo block" of 454 shares of
the common stock of the Company, par value $2.50 per share, was titled as
follows: (i) 57 shares were held of record in the name of "Szabo Trust, Frank
Lloyd, Trustee" and (ii) 397 shares were held of record in the name of "Frank
Lloyd F/B/O Kathryn Szabo" (sic). On March 25, 1996, pursuant to the request of
Frank Lloyd, the Company transferred the record and beneficial ownership of 453
of such shares to the Shareholder, Kathleen Szabo and Kristine Szabo, each of
whom received 151 shares of the Company's common stock.
The Company now desires to exchange the shares of the Company's common
stock held by the Shareholder (the "Exchange Shares") for 151 shares of a new
Series B Convertible Preferred Stock of the Company, no par value (the "Series B
Stock").
The Shareholder desires that the Exchange Shares be exchanged, and that
the Company issue to the Shareholder 151 shares of Series B Stock, and the
Company desires to exchange the Exchange Shares and to issue the shares of
Series B Stock, all upon the terms and subject to the conditions set forth
herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
1. Exchange. The Shareholder hereby agrees to exchange the Exchange
Shares, representing all of the shares of the capital stock of the Company owned
by the Shareholder, for an aggregate of one hundred and fifty one (151) shares
of Series B Stock at an exchange ratio of one (1) share of Series B Stock for
every one (1) Redemption Share held by the Shareholder (the "Exchange"). The
Exchange shall be pursuant to a Company plan of recapitalization under Section
368(a)(1)(E) of the Internal Revenue Code of 1986, as amended, which plan shall
be evidenced by this Agreement and the provisions set forth herein.
2. Terms; Effectiveness. This Agreement, together with the terms of the
Series B Stock, a designation statement for which is attached hereto as Exhibit
I (the "Terms") and incorporated
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herein by reference, sets forth the terms under which the Company and the
Shareholder have agreed to make the Exchange and the rights, preferences and
limitations of such Series B Stock. The Exchange shall be effective as of the
later of the date of acceptance of this Agreement by the Company and the date of
filing of a Statement With Respect To Shares by the Company with respect to the
Series B Stock as required by the Pennsylvania Business Corporation Law of 1988,
as amended.
3. Payment. The Shareholder shall deliver herewith in payment for the
Series B Stock its stock certificate(s) representing the Exchange Shares
endorsed in blank, such delivery to constitute the Shareholder's representation
and warranty to the Company that the Company is acquiring good title to the
common stock represented thereby, free and clear of all liens, claims,
encumbrances and other objections to title. The Company agrees to cancel such
stock certificates upon delivery thereof and issuance of the Series B Stock.
4. Restrictions on Transferabilitv of the Series B Stock.
(a) The Shareholder understands that the sale or transfer of the
Series B Stock is subject to restrictions and agrees that:
(i) The Series B Stock has not been registered under the
Securities Act of 1933, as amended (the "Act"), or any applicable state
securities laws by reason of exemptions from the registration requirements of
the Act and such laws, and none of the shares of Series B Stock may be offered
for sale, sold, transferred or otherwise disposed of in the absence of an
effective registration statement for the Series B Stock under the Act and such
state securities laws as may be applicable or unless an exemption from such
registration is available. The Company is under no obligation to, and has no
intention to, register the shares of Series B Stock or comply with any exemption
from registration so as to permit any resale and has not represented that at
some future date an attempt will be made to register the Series B Stock or to
comply with an exemption from registration so as to permit any resale.
(ii) There will be no public market for the Series B Stock, and
the Shareholder may not be able to sell any of her shares of Series B Stock.
Accordingly, the Shareholder must bear the economic risk of her investment for
an indefinite period of time.
(iii) The Shareholder agrees that she will not sell or offer to
sell or transfer and the Company will not record any transfer of any of the
shares of Series B Stock or any interest therein without registration under the
Act and applicable state
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securities laws or an exemption from such registration that has been
acknowledged by the Company, after receipt of an opinion of counsel for the
Shareholder, in form and substance and from counsel reasonably satisfactory to
the Company, that such registration is not required.
(iv) The shares of Series B Stock will bear a legend to such
effect.
(v) The Company will make a notation on its transfer books to
such effect.
(b) The Shareholder has read the Terms in their entirety and
understands and agrees that the Transfer (as defined in the Terms) of the Series
B Stock is restricted by the Company's right of first refusal as provided in
Section 10 of the Terms of the Series B Stock. The Shareholder agrees that she
will not, directly or indirectly, by operation of law or otherwise, transfer,
sell, encumber, pledge, hypothecate, alienate or dispose of any of the shares of
Series B Stock without first complying with the terms and conditions of this
Agreement and the Terms, including without limitation, the Company's right of
first refusal contained therein.
5. Representations and Warranties of Shareholder. The Shareholder
represents and warrants to the Company that:
(a) Investment. The Shareholder is acquiring the Series B Stock
hereunder in exchange for her shares of the Company's common stock for her own
account for the purpose of investment and not with a view to or for sale in
connection with any distribution thereof. The Shareholder has no present
arrangement, understanding or agreement for transferring or disposing of all or
any part of the Series B Stock. The Shareholder understands that the Series B
Stock is being offered and sold in reliance on specific exemptions from the
registration requirements of Federal and state law and that the Company is
relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgements and understandings set forth herein in order to
determine the applicability of such exemptions and the suitability of the
Shareholder to acquire the Series B Stock.
(b) Experience. The Shareholder, upon advice of her counsel and
financial advisor, has such knowledge of financial and business matters that she
is capable of evaluating the merits and risks of the prospective investment and
is able to bear the economic risks of the investment. Specifically, the
Shareholder has sufficient knowledge with the business of the Company and
understands the risks associated with the Company's business.
(c) Disclosure. The Shareholder has received and carefully read the
Company's financial statements for the years
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ended December 31, 1995 and December 31, 1994. Other than as may be set forth
herein and in the Terms, the Shareholder has not received any other written
material or oral representation of any person with respect to the Company or
this Agreement. Further, the Shareholder has had the opportunity to ask
questions of, and receive answers from, officers and directors of the Company
and persons acting on its behalf concerning the terms and conditions of this
Agreement. The Shareholder has received sufficient information relating to the
Company to enable her to make an informed decision with respect to the Exchange.
(d) Authorization of Agreement. The Shareholder has the legal
capacity to execute, deliver and perform this Agreement. This Agreement
constitutes the legal, valid and binding obligation of the Shareholder.
(e) Effect of Agreement. The execution and delivery by the
Shareholder of this Agreement and the consummation of the transactions
contemplated hereby will not violate any law or regulation, any judgment, award
or decree or any indenture, agreement or other instrument to which the
Shareholder is a party, or by which the Shareholder or any of her properties or
assets is bound, or conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under, any such indenture, agreement
or other instrument, or result in the creation or imposition of any lien,
charge, security interest or encumbrance of any nature whatsoever upon any
properties or assets of the Shareholder.
(f) No Approvals: No Conflicts. No approval, authorization, consent
or order or action of or filing with any court, administrative agency, other
governmental authority or third party is required for the execution and delivery
by the Shareholder of this Agreement or the consummation of the transactions
contemplated hereby.
(g) Authority of Trustee to Request Prior Transfer. The Exchange
Shares were issued to the Shareholder by the Company pursuant to the request of
Frank Lloyd, Trustee under the Will of Joseph Szabo F/B/O Kathryn Szabo (the
"Trust"). The trustee of the Trust is Frank Lloyd. Under the terms of the
instrument creating the Trust, the trustee thereof has the authority to request
and effectuate the transfer of the Exchange Shares into the Shareholder's name
without the approval of any beneficiary or other party. No other approval,
authorization, consent or order or action of or filing with any court,
administrative agency, other governmental authority or third party was required
on the part of the Trust, the trustee thereof, or any beneficiary thereof for
the transfer of the Exchange Shares into the Shareholder's name.
(h) Information Regarding Shareholder. All information which the
Shareholder has provided to the Company
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concerning such Shareholder, such Shareholder's financial position and such
Shareholder's knowledge of financial and business matters, is true and complete
as of the date hereof.
(i) Status.
(i) The Shareholder is a resident of the State of New Jersey.
The Shareholder is a citizen of the United States of America and is at least 21
years of age.
(ii) The Shareholder is an "accredited investor," as such term
is defined in Rule 501 of Regulation D under the Act.
(j) Risk Factors: Additional Representations and Warranties.
(i) The Shareholder recognizes that her investment in the
Company is speculative and involves substantial risks, and the Shareholder has
taken full cognizance of and understands and can evaluate all of the risks in
connection with the Exchange contemplated herein. The Shareholder acknowledges
that these risks include, without limitation, the following:
(A) The Company and its operations are subject to all the
risks inherent in the operation of a business in the trucking industry,
including environmental problems which may arise from the transportation of
chemicals. The likelihood of the success of the Company must be considered in
light of the problems, complications and delays frequently encountered in
connection with the trucking industry, including environmental problems which
may arise from the transportation of chemicals. There can be no assurance that
the Company will continue to be able to operate at a profit.
(B) The Series B Stock represent a minor portion of the
outstanding capital stock of the Company. Thus, it can be expected that the
current majority owners of the Company's common stock, by virtue of their
percentage share ownership, will continue to have the unrestricted ability to
determine the composition of the Board of Directors and the policies of the
Company.
(C) There can be no assurance that the operations of the
Company will generate sufficient income to enable the Company to declare or pay
dividends on or make distributions with respect to the Series B Stock, or that
such dividends shall be permitted by the terms of the Senior Debt (as such term
is defined in Section 11 of the Terms).
(ii) The Shareholder recognizes that:
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(A) The price for which the shares of Series B Stock are
being offered bears no relationship to conventional criteria such as book value
or earnings per share, but has been determined by negotiation and is not based
on or tied to the market value of the Company's common stock, the current or
anticipated profits of the Company, or any particular financial standard.
(B) Unless converted into shares of the Company's common
stock in accordance with the Terms (in which case, the Shareholder will forfeit
all of the preferences, priorities and other rights to which the Shareholder is
entitled as a holder of shares of Series B Stock), the Shareholder will not be
able to receive the benefit of any appreciation in the value of the Company's
common stock, and regardless of any such increase, will be entitled solely to
the dividends (and other rights) set forth in the Terms of the Series B Stock.
(C) The Company does not represent or has it been implied
that any of the shares of Series B Stock has or will have a market value or
could be resold at the price for which the shares of Series B Stock are being
offered hereby.
(iii) The Shareholder acknowledges that no federal, state or
foreign agency has passed upon, recommended or endorsed the merits of the Series
B Stock or the Exchange.
6. Information. The Shareholder acknowledges and agrees that all
documents, records and books pertaining to the Company and the Exchange have
been made available for inspection by her and her representatives. The
Shareholder acknowledges and agrees that she has reviewed and understands the
voting rights, designations, preferences, qualifications, privileges,
limitations, restrictions and other special rights of the Series B Stock (as set
forth in the Terms) and of the Series C Cumulative Preferred Stock being issued
by the Company in connection with the consummation of the transactions
contemplated herein.
7. Exchange Irrevocable by Shareholder. The Shareholder acknowledges
and agrees that she is not entitled to cancel, terminate or revoke this
Agreement or any of its agreements hereunder and that the Exchange and such
agreements shall survive absolutely.
8. Brokers. The Shareholder represents and warrants that no broker or
finder has acted for her in connection with the Exchange and no broker or finder
is entitled to any broker's or finder's fee or other commission in connection
therewith based on any agreement between Shareholder and any broker or finder.
9. Representations of the Company. The Company represents and warrants
to the Shareholder as follows:
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(a) The Company is a corporation duly organized, validly existing
and in good standing under the Laws of the Commonwealth of Pennsylvania. The
Company has the corporate power and authority to own its properties and conduct
its business as currently conducted. The Company is in good standing in each
other jurisdiction where it is presently conducting business wherein the failure
so to qualify would have a material adverse effect on the financial condition,
businesses or properties of the Company.
(b) The execution and delivery by the Company of this Agreement, the
performance by the Company of its covenants and agreements hereunder, and the
consummation by the Company of the transactions contemplated hereby have been
duly authorized by all necessary corporate action. This Agreement has been duly
executed and delivered by the Company and constitutes the valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms. Neither the execution and delivery by the Company of this Agreement,
nor, assuming the representations made herein by the Shareholder are true,
complete and correct as of the date hereof and the date of such performance, the
consummation of the transactions contemplated hereby, will conflict with or
violate any of the terms, conditions or provisions of its articles of
incorporation or by-laws or any material law, statute, regulation, decree,
judgment or order applicable to the Company, or conflicts with or will result in
any breach of any of the material terms of or constitute a material default
under or result in the termination of or the creation of any lien pursuant to
the terms of any material contract or agreement to which the Company is a party
or by which the Company or any of the material assets of the Company is bound.
(c) The shares of Series B Stock have been duly authorized and, when
issued in accordance with this Agreement, will be validly issued, fully paid
and nonassessable. The Series B Stock has the voting rights, designations,
preferences, qualifications, privileges, limitations, restrictions and other
special rights as set forth in the Terms.
10. Indemnification and Hold Harmless. The Shareholder, on the one
hand, and the Company, on the other hand, agrees that if she or it (as the case
may be) breaches any agreement, representation or warranty that she or it (as
the case may be) has made in this Agreement, she or it (as the case may be)
shall indemnify and hold harmless the other party and (as the case may be) its
trustees, administrators, officers and directors against any claim, liability,
loss, damage or expense (including reasonable attorneys' fees and other costs of
investigating and litigating claims) caused, directly or indirectly, by such
breach. All such representations shall survive the delivery of this Agreement
and the Exchange contemplated herein.
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11. Notices. Notices to the Shareholder or the Company in connection
with the matters contemplated hereby shall be deemed to be sufficiently given
when hand delivered or when sent by registered or certified mail or overnight
courier addressed as follows:
To the Company at:
102 Pickering Way
Exton, PA 19341-0200
Attention: David M. Boucher
To the Shareholder at:
c/o Frank Lloyd, Esquire
Harwood Lloyd
130 Main Street
Hackensack, NJ 07601
12. Gender; Number. All pronouns and other words used herein shall
include all genders and the singular and the plural as the context requires.
13. Headings. The headings of the Sections located herein are for
convenience only, and they are not part of this Agreement and shall not affect
its interpretation.
14. Survival. This Agreement shall survive the Exchange of the Exchange
Shares for the Series B Stock.
15. Applicable Law. This Agreement shall be governed by and be
construed in accordance with the internal laws of the Commonwealth of
Pennsylvania.
16. Assignment. This Agreement may not be assigned by the Shareholder,
in whole or in part, without the prior written consent of the Company.
17. Entire Agreement. This Agreement, including the Exhibits hereto,
constitutes the entire understanding and agreement between the parties hereto
with respect to the subject matter hereof, and supersedes all prior agreements
and understandings, inducements and conditions, express or implied, oral or
written.
18. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an
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original, and all of which, when taken together, shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
date first above written.
/s/ Karen Lloyd
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Karen Lloyd
CHEMICAL LEAMAN CORPORATION
By: /s/ David M. Boucher
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CFO and Senior Vice President
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SERIES B CONVERTIBLE PREFERRED STOCK
1. Designation and Amount. The designation of this series of capital
stock shall be "Series B Cumulative Convertible Preferred Stock," no par value
per share (the "Series B Stock") of Chemical Leaman Corporation, a Pennsylvania
corporation (the "Corporation"). The number of shares, powers, terms,
conditions, designations, preferences and privileges, relative, participating,
optional and other special rights, and qualifications, limitations and
restrictions, if any, of the Series B Stock shall be as set forth herein. The
number of authorized shares of the Series B Stock is 151.
2. Definitions. All capitalized terms used herein which are not defined
when first used, are defined in Section 11 hereof.
3. Ranking. Except for the shares of Series A Preferred Stock of the
Corporation, which shall be senior to the Series B Stock, no class or series of
capital stock of the Corporation shall be issued which shall be senior in
priority in any way to the Series B Stock while any of the shares thereof are
issued and outstanding. The Corporation's shares of Series B Stock shall rank,
as to dividends and upon Liquidation, (i) equally with each other, (ii) equally
with shares of the Corporation's Series C Preferred Stock (the "Series C
Stock"), (iii) senior and prior to the Corporation's Common Stock, and (iv)
senior to, or on a parity with, classes or series of capital stock (other than
the Corporation's Common Stock and Series A Preferred Stock) hereafter issued by
the Corporation.
4. Dividends.
(a) General Dividend Rights. The Holder of each share of Series B
Stock shall be entitled to receive, before any dividends shall be declared by
the Board of Directors of the Corporation on the Common Stock or on any other
capital stock of the Corporation which is junior to the Series B Stock with
respect to dividends, out of funds which the Board of Directors determines, in
its sole discretion, to be legally available for that purpose, dividends in cash
at the rate of six percent (6%) of the Series B Stated Value per share per
annum (or $360.00), and no more, accruing from the Series B Issuance Date
payable quarterly in arrears on such days as may be determined by the Board of
Directors in accordance with the terms hereof; provided, however, that no
dividend on the Series B Stock shall be paid if
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and to the extent such payment will cause a default under the Senior Debt.
(b) Payment. Accrued Dividends on the Series B Stock for each
Dividend Period shall be payable on the Dividend Payment Date relating to such
Dividend Period, subject to the limitations set forth above.
(c) Priority. Dividends on shares of Series B Stock shall be
cumulative from the Series B Issuance Date (whether or not there shall be net
profits or net assets of the Corporation legally available for the payment of
such dividends) so that, if at any time Full Cumulative Dividends upon the
Series B Stock to the end of the last completed Dividend Period have not been
paid or declared and a sum sufficient for payment thereof set apart, then the
amount of the deficiency in such dividends must be fully paid (but without
interest) or dividends in such amount must be declared on the shares of the
Series B Stock and a sum sufficient for the payment thereof must be set apart
for such payment before any dividend shall be declared or paid or any other
distribution ordered or made upon the Common Stock or any other class or series
of the Corporation's capital stock which is junior to the Series B Stock with
respect to dividends (other than a dividend payable in Common Stock or other
class or series of capital stock of the Corporation) and before any sum or sums
be set aside for or applied to the mandatory redemption at the option of the
holder of any shares of any Common Stock or any other class or series of the
Corporation's capital stock which is junior to the Series B Stock with respect
to dividends. All dividends declared upon the Series B Stock shall be declared
pro rata per share; provided that no dividends shall be paid on any shares of
Series B Stock unless proportionate dividends are also paid on all shares of
Series C Stock outstanding at the time of payment. No cash dividends shall be
declared, set apart for payment or paid in respect of any Dividend Period on any
class or series of capital stock of the Corporation which is on a parity with
the Series B Stock with respect to dividends if Accrued Dividends for any prior
Dividend Period have not been paid in full, unless cash dividends shall likewise
be or have been declared and set apart for payment on all shares of Series B
Stock at the time outstanding ratably with such other classes or series in
accordance with the sums which would otherwise be payable on such shares if all
dividends were declared and paid in full; but in no event to exceed, with
respect to the Series B Stock, the Accrued Dividends up to and including the
immediately preceding Dividend Payment Period. Holders of shares of Series B
Stock shall not be entitled to any dividends, whether payable in cash, property
or stock, in excess of the Full Cumulative Dividends at the rate set forth
above.
(d) Record Date. The Accrued Dividends paid on any Dividend Payment
Date shall be payable to the Holders of record of the Series B Stock on the last
day of the Dividend Period relating to such Dividend Payment Date.
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(e) Partial Payment. If the entire amount of Accrued Dividends as of
the end of any Dividend Period cannot be paid on the Dividend Payment Date
therefor, the unpaid balance of the Accrued Dividends shall be paid on the
succeeding Dividend Payment Dates as, when and to the extent permitted by the
terms hereof.
5. Liquidation Rights.
(a) General Liquidation Rights. With respect to rights on
Liquidation, the shares of Series B Stock shall rank (i) equally with each
other, (ii) equally with shares of Series C Stock, (iii) senior and prior to the
Corporation's Common Stock, and (iv) senior to, or on a parity with, classes or
series of capital stock (other than the Corporation's Common Stock) hereafter
issued by the Corporation.
(b) Priority Right. In the event of any Liquidation, the Holders of
the Series B Stock shall be entitled to receive out of the assets of the
Corporation legally available for distribution to its shareholders, whether from
capital, surplus or earnings, before any payment shall be made to the holders of
Common Stock or any other class or series of stock ranking on Liquidation junior
to such Series B Stock, an amount per share equal to the Series B Stated Value,
plus the Accrued Dividends from the Series B Issuance Date until the date of
Liquidation.
(c) Partial Payment. If, upon any Liquidation, the assets of the
Corporation available for distribution to its shareholders shall be insufficient
to pay the Series B Shareholders the full amount and to which each of them shall
be entitled, then the Series B Shareholders shall share ratably with all other
classes and series of capital stock of the Corporation which is on a parity with
the Series B Stock with respect to rights on Liquidation in any distribution of
assets according to the respective amounts which would be payable to them in
respect of the shares held upon such distribution if all amounts payable on or
with respect to such shares were paid in full.
6. Shareholder Right to Require Redemption.
(a) Redemption Right. At the request of the Holder or Holders of any
of the shares of Series B Stock then outstanding (individually, a "Requesting
Series B Holder") made at any date after the tenth (10th) anniversary of the
Series B Issuance Date, the Corporation shall redeem (unless otherwise prevented
by law or by the terms of the Senior Debt), at the Series B Redemption Price,
all or any portion of the Series B Stock owned of record by such Requesting
Series B Holder on the date of receipt by the Corporation of a Series B
Redemption Notice from the Requesting Series B Holder. Each Requesting Series B
Holder who desires to have any of the Series B Stock owned of record by such
Requesting Series B Holder redeemed shall
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specify in a written notice to the Corporation the number of shares which the
Requesting Series B Holder elects to redeem (a "Series B Redemption Notice"), in
accordance with section 6(c) hereof. The Corporation shall redeem (unless
otherwise prevented by law or by the terms of the Senior debt) the shares of
Series B Stock being requested to be redeemed by each Requesting Series B Holder
on the Series B Redemption Date, which shall be no later than ninety (90) days
after the date on which the Corporation shall first receive a Requesting Series
B Holder's Series B Redemption Notice, and the Corporation shall promptly advise
each Requesting Series B Holder of such Series B Redemption Date or of the
relevant facts applicable thereto preventing such redemption. At any time on or
after the Series B Redemption Date, the Requesting Series B Holder shall be
entitled to receive the Series B Redemption Price for each of the shares of
Series B Stock held by such Holder upon actual delivery to the Corporation or
its transfer agent of the certificate(s) representing the shares to be redeemed.
No Holder of Series B Stock may deliver to the Corporation a Series B Redemption
Notice, or request the redemption of any of such Holder's shares of Series B
Stock in any manner whatsoever (except following the receipt of a Series B
Corporation Notice in accordance with the provisions of Section 6(c) hereof and
pursuant thereto) for a period of six (6) months following the delivery of a
Series B Redemption Notice to the Corporation pursuant to this Section 6(a).
(b) Cancellation of Shares. On and after the Series B Redemption
Date, all rights of any Requesting Series B Holder with respect to the shares of
Series B Stock being redeemed pursuant to a Series B Redemption Notice delivered
by the Requesting Series B Holder pursuant to Section 6(a) except the right to
receive the Series B Redemption Price per share of Series B Stock as hereinafter
provided, shall cease and terminate, and such shares of Series B Stock shall no
longer be deemed to be outstanding, whether or not the certificates representing
such shares have been received by the Corporation; provided, however, that if
the Corporation defaults in the payment of the Series B Redemption Payment, the
rights of the Requesting Series B Holder to be redeemed shall continue until the
Corporation cures such default.
(c) Series B Redemption Notice. Each Requesting Series B Holder
shall send its Series B Redemption Notice pursuant to this Section 6 by
first-class, certified mail, return receipt requested, postage prepaid, by hand
delivery, or by recognized overnight courier, to the Corporation at its
principal place of business to the attention of the President, the Chief
Financial Officer, or to any transfer agent of the Corporation. The Corporation
shall, within twenty (20) business days after the receipt of the Series B
Redemption Notice, notify all other Series B Shareholders and all Series C
Shareholders of the request by a Requesting Series B Holder for the redemption
of Series B Stock or the request by a Series C Shareholder for the redemption of
Series C Stock, as the case may be (the "Series B
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Corporation Notice"). If any Series B Shareholder thereafter desires to redeem
all or any portion of the Series B Stock owned of record by such Series B
Shareholder, each such Series B Shareholder shall send a Series B Redemption
Notice that shall be received by the Corporation within twenty (20) days after
the date of the Series B Corporation Notice, and such Series B Shareholder shall
be deemed to be a Requesting Series B Holder. In the event Series B Stock is to
be redeemed by the Corporation solely as a result of the Series B Stockholders'
receipt of a notice from the Corporation to the effect that shares of Series C
Stock are to be redeemed, the Series B Redemption Date shall be the same date as
the date that such shares of Series C Stock shall be redeemed.
(d) Partial Redemption. If, on the Series B Redemption Date, less
than all the shares of Series B Stock and Series C Stock (if any) requested to
be redeemed may (i) be legally redeemed by the Corporation or (ii) be redeemed
without causing a default under the Senior Debt, the redemption of such Series B
Stock and Series C Stock (if any) shall be pro rata based upon the number of
outstanding shares of Series B Stock and Series C Stock (if any) then owned by
each Requesting Series B Holder and each Series C Holder so requesting
redemption (as the case may be), and any shares of Series B Stock and Series C
Stock (if any) not redeemed shall be redeemed, at the holder's election, on any
date following such Series B Redemption Date on which the Corporation may
lawfully redeem such shares or may redeem such shares under the terms of the
Senior Debt (as the case may be). Upon redemption of only a portion of the
number of shares covered by a Series B Stock Certificate, the corporation shall
issue and deliver to or upon the written order of the Holder of such Series B
Stock Certificate, at the expense of the Corporation, a new certificate covering
the number of shares of the Series B Stock representing the unredeemed portion
of the Series B Stock Certificate, which new certificate shall entitle the
Holder thereof to all the rights, powers and privileges of a Holder of such
shares.
(e) Payment. Payment of the Series B Redemption Price by the
corporation shall be in the form of a check of the corporation payable to each
Requesting Series B Holder mailed to the address of each such Requesting Series
B Holder as shown on the Corporation's transfer books.
(f) No Sinking Fund. Shares of the Series B Stock are not subject to
or entitled to the benefit of any sinking fund.
(g) Redeemed Shares to be Canceled. Series B Stock redeemed pursuant
to this Section 6 will be automatically canceled and will not under any
circumstances be reissued, sold or transferred.
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7. Corporation Right of Redemption.
(a) Redemption Right. The Series B Stock is subject to redemption by
the Corporation at its election in whole or in part at any time after the tenth
(10th) anniversary of the Series B Issuance Date for the Series B Redemption
Price.
(b) Payment. Payment of the Series B Redemption Price by the
Corporation shall be in the form of a check of the Corporation payable to each
Holder of Series B Stock mailed to the address of each such Holder as shown on
the Corporation's transfer books.
(c) Partial Redemption. If less than all of the outstanding shares
of the Series B Stock are redeemed at any time, such redemption shall be in
integral multiples of $6,000 of Series B Stated Value, plus all Accrued
Dividends for such shares, and shall be made pro rata among the Holders of the
Series B Stock based on the number of outstanding shares of Series B Stock held
by each. If fractional shares are so redeemed then the Series B Redemption Price
therefor shall be the applicable percentage of the Series B Stated Value and
Accrued Dividends. In case less than the total number of shares represented by a
certificate are redeemed, a new certificate representing the number of
unredeemed shares will be issued to the Holder thereof without cost to such
Holder.
(d) Dividends After Series B Redemption Date. No share of Series B
Stock is entitled to any dividends calculated after its Series B Redemption
Date, and on such Series B Redemption Date all rights of the Holder of such
shares, as a shareholder of the Corporation by reason of the ownership of such
share, will cease, except the right to receive the Series B Redemption Price of
such share upon presentation and surrender of the certificate representing such
share, and such share will not be deemed to be outstanding after such Series B
Redemption Date; provided, however, that if the Corporation defaults in the
payment of the Series B Redemption Payment, the rights of the Holder of the
Series B Stock to have been redeemed shall continue until the Corporation cures
such default.
(e) Notice of Redemption. The Corporation shall mail written notice
of each redemption of shares of Series B Stock stating the Series B Redemption
Date, the Series B Redemption Price and the manner of redemption by certified or
registered mail, return receipt requested, or by any national overnight delivery
service, to each Holder of the Series B Stock at the address for such Holder as
shown on the Corporation's transfer books, not less than ten (10) days prior to
the Series B Redemption Date. Any such notice of redemption may be qualified or
unqualified, in which latter event, the Corporation will become obligated to
redeem the total principal amount of Series B Stock specified therein on the
Series B Redemption Date.
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(f) Redeemed Shares to be Canceled. Series B Stock redeemed pursuant
to this Section 7 will be automatically canceled and will not under any
circumstances be reissued, sold or transferred.
8. Conversion into Shares of Common Stock.
(a) The Holders of any shares of Series B Stock shall each have the
right, at any time and from time to time, to convert any of such shares of
Series B Stock into an equal number of fully paid and nonassessable shares of
Common Stock, subject to adjustment as set forth in Section 8(e) below.
(b) The Holders of any shares of Series B Stock may exercise the
conversion right pursuant to Section 8(a) hereof as to any shares thereof by
delivering to the Corporation during regular business hours, at the office of
any transfer agent of the Corporation for the Series B Stock, or at such other
place as may be designated by the Corporation, the certificate or certificates
for the shares to be converted, duly endorsed or assigned in blank or to the
Corporation (if required by it), accompanied by written notice stating that the
holder elects to convert such shares and stating the name or names (with
address) in which the certificate or certificates for the shares of Common Stock
are to be issued. Conversion shall be deemed to have been effected on the date
when the aforesaid delivery is made (the "Conversion Date"). As promptly as
practicable thereafter, the Corporation shall issue and deliver to or upon the
written order of such Holder, to the place designated by such Holder, a
certificate or certificates for the number of full shares of Common Stock to
which such Holder is entitled, and a check or cash in respect of (x) any
fractional interest in a Common Share as provided in Section 8(d) hereof and (y)
all Accrued Dividends which remain unpaid as of the Conversion Date. Each person
in whose name the certificate or certificates for shares of Common Stock are to
be issued shall be deemed to have become a shareholder of record on the
applicable Conversion Date unless the transfer books of the Corporation are
closed on that date, in which event he or she shall be deemed to have become a
shareholder of record on the next succeeding date on which the transfer books
are open. Upon conversion of only a portion of the number of shares covered by a
certificate representing shares of Series B Stock, surrendered for conversion,
the Corporation shall issue and deliver to or upon the written order of the
holder of the certificate so surrendered for conversion, at the expense of the
Corporation, a new certificate covering the number of shares of Series B Stock,
representing the unconverted portion of the certificate so surrendered, which
new certificate shall entitle the holder thereof to dividends on the shares of
Series B Stock, represented thereby to the same extent as if the certificate
theretofore covering such uncontroverted shares had not been surrendered for
conversion.
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(c) No fractional shares of Common Stock or scrip shall be issued
upon conversion of shares of Series B Stock. If more than one share of Series B
Stock shall be surrendered for conversion at any one time by the same Holder,
the number of full shares of Common Stock issuable upon conversion thereof shall
be computed on the basis of the aggregate number of shares of Series B Stock, so
surrendered. Instead of any fractional shares of Common Stock which would
otherwise be issuable upon conversion of any shares of Series B Stock, the
Corporation shall pay a cash adjustment in respect of such fractional interest
in an amount equal to the price paid for a share of Common Stock in the Event of
Conversion or Optional Event of Conversion (as the case may be) multiplied by
such fractional interest, or if a fixed dollar price per share is not paid, an
amount determined by the Board of Directors of the Corporation in good faith.
Fractional interests shall not be entitled to dividends, and the Holders of
fractional interests shall not be entitled to any rights as shareholders of the
Corporation in respect of such fractional interest.
(d) The number of shares of Common Stock to be issued upon
conversion of Series B Stock shall be subject to adjustment from time to time as
follows:
(i) If, at any time after the Series B Issuance Date, the number
of shares of Common Stock outstanding is increased by a stock dividend payable
in shares of Common Stock or by a subdivision or split-up of shares of Common
Stock, then, following the record date fixed for the determination of Holders of
shares of Common Stock entitled to receive such stock dividend, subdivision or
split-up, the number of shares of Common Stock issuable upon conversion shall be
appropriately increased in proportion to such increase in outstanding shares.
(ii) If, at any time after the Series B Issuance Date, the
number of shares of Common Stock outstanding is decreased by a combination of
the outstanding shares of Common Stock then, following the record date for such
combination, the number of shares of Common Stock issuable upon Conversion shall
be appropriately decreased in proportion to such decrease in outstanding shares.
(iii) In case, at any time after the Series B Issuance Date, of
any reclassification of the stock of the Corporation (other than a change in par
value or from par value to no par value or from no par value to par value or as
a result of a stock dividend or subdivision, split-up or combination of shares),
or the merger or consolidation of the Corporation (other than a consolidation or
merger in which the Corporation is the continuing corporation and which does not
result in any change in the shares of Common Stock), each share of Series B
Stock shall after such reorganization, reclassification, merger or consolidation
be (unless, in the case of a merger or consolidation, such merger or
consolidation constitutes a Merger, Consolidation or Sale) convertible into the
kind and number of
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shares of stock or other securities or property of the Corporation or of the
Corporation resulting from such merger or consolidation to which the Holder of
the number of shares of Common Stock deliverable (immediately prior to the time
of such reorganization, reclassification, merger or consolidation) upon
conversion of such share would have been entitled upon such reorganization,
reclassification, merger or consolidation. The provisions of this Section 8(e)
shall similarly apply to successive reorganizations, reclassifications, mergers
or consolidations.
(e) The Corporation shall pay all documentary, stamp or other
transactional taxes attributable to the issuance or delivery of shares of
capital stock of the Corporation upon conversion of shares of Series B Stock;
provided, however, that the Corporation shall not be required to pay any taxes
which may be payable in respect of any transfer involved in the issuance or
delivery of any certificate for such shares in a name other than that of the
Holder of the shares of Series B Stock in respect of which such shares are being
issued.
(f) The Corporation shall reserve and at all times from and after
the Series B Issuance Date keep reserved free from preemptive rights, out of its
authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the shares of Series B Stock sufficient shares to
provide for the conversion of all outstanding shares of Series B Stock.
(g) All shares of Common Stock which may be issued in connection
with the conversion provisions set forth herein will, upon issuance by the
Corporation, be validly issued, fully paid and nonassessable with no personal
liability attaching to the ownership thereof and free from all taxes, liens or
charges with respect thereto.
(h) Once converted pursuant to the provisions hereof, shares of
Series B Stock so converted shall be canceled and not subject to reissuance, and
such converted shares shall, without any action on the part of the Corporation
or the shareholders of the Corporation, be eliminated from the authorized
capital of the Corporation.
(i) The Corporation shall give each Holder of Series B Stock at
least thirty (30) days prior written notice of the Corporation's intent to
consummate a Notice Event.
9. Voting Rights. Except as otherwise required by law, the Holders of
the Series B Stock shall have no voting power and no right to notice of
shareholders' meetings, and no owner or Holder of the Series B Stock shall, as
such a Holder, have the right to participate in any action of any nature taken
by the Corporation or the holders of Common Stock.
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10. Restrictions on Transferability of the Series B Preferred Stock;
Right of First Refusal.
(a) The Holders of the Series B Stock shall not Transfer (as defined
in Section 10(b) below) or offer to Transfer any of the shares of Series B Stock
or any interest therein without registration under the Securities Act of 1933,
as amended, and applicable state securities laws, or an exemption from such
registration that has been acknowledged by the Corporation, after receipt of an
opinion of counsel in form and substance and from counsel reasonably
satisfactory to the Corporation that such registration is not required.
(b) (i) No Holder shall transfer, sell, donate, pledge or otherwise
dispose of or encumber (collectively, "Transfer") any of his or her Series B
Stock except as provided in this Section 10(b).
(ii) In the event a Holder desires to Transfer all or any
portion of his or her Series B Stock now owned or hereafter acquired, such
Holder (the "Series B Transferor") shall first obtain a bona fide written offer
which he or she desires to accept (the "Offer") to purchase all (and not less
than all) of the Series B Stock which such Holder desires to transfer for a
fixed cash price (which may be payable over time) (the "Offered Series B
Stock"). The Offer shall set forth its date, the proposed price per share of
Series B Stock represented by the Offered Series B Stock, and the other terms
and conditions upon which the purchase is proposed to be made, as well as the
name and address of the prospective purchaser. The term "prospective purchaser"
as used herein shall mean the prospective record owner or owners of the Offered
Series B Stock and all other persons and entities proposed to have a beneficial
interest in the Offered Series B Stock. The Series B Transferor shall transmit
copies of the Offer to the Corporation within seven (7) days after his or her
receipt of the Offer. Transmittal of the Offer to the Corporation by the Series
B Transferor shall constitute an offer by the Series B Transferor to sell all of
the Offered Series B Stock to the Corporation at the price and upon the terms
set forth in the Offer. For a period of thirty (30) days after the submission of
the Offer to the Corporation, the Corporation shall have the option, exercisable
by written notice to the Series B Transferor, to accept the Series B
Transferor's offer as to all (and only all) of the Offered Series B Stock at the
price and (subject to the following provisions of this Section 10(b)) upon the
terms set forth in the Offer. If the Corporation does not exercise its rights to
purchase all of the Offered Series B Stock within the period set forth in this
Section, the rights shall terminate; provided, however, that if the proposed
Transfer to the prospective purchaser is not consummated in accordance with the
terms and conditions of the Offer, the Series B Transferor shall not be entitled
to Transfer the Offered Series B Stock unless it is first reoffered to the
Corporation on the different terms and
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conditions in accordance with the foregoing procedures of this Section.
Moreover, if the Offered Series B Stock is not Transferred to the prospective
purchaser pursuant to the terms and conditions of the Offer within a period of
ninety (90) days after a copy of the Offer is received by the Corporation, the
Offered Stock may not be Transferred pursuant to this Section until it has been
reoffered to the Corporation in accordance with the foregoing procedures of this
Section.
(iii) Settlement for the purchase of Offered Series B Stock by
the Corporation pursuant to this Section shall be made within thirty (30) days
following the date of exercise of the Corporation's option. All settlements for
the purchase and sale of Offered Series B Stock shall, unless otherwise agreed
to by the Corporation and Series B Transferor, be held at the principal offices
of the Corporation during regular business hours. The precise date and hour of
settlement shall be fixed by the Corporation (within the time limits allowed by
the provisions of this Section) by notice in writing to the Series B Transferor
given at least five (5) days in advance of the settlement date specified. At
settlement, the Offered Series B Stock being sold shall be delivered by the
Series B Transferor to the Corporation, duly endorsed for transfer or with
executed stock powers attached, with any necessary documentary and transfer tax
stamps affixed by the Series B Transferor. In the event of the purchase of
Offered Series B Stock by the Corporation, the Corporation shall pay the
purchase price either (A) in cash or by check at settlement or (B) pursuant to
the payment terms set forth in the Offer.
(iv) In connection with, and as a condition of, permitting any
Transfer or delivery of stock certificates under this Section, the Corporation
may require the Series B Transferor to pay to it a sufficient sum to enable it
to pay, or to reimburse it for any payment made in respect of, any stamp tax or
other governmental charge in connection with such transfer or delivery.
(v) This Section shall not apply to a Transfer of Stock by a
Holder to such Holder's spouse, parents, siblings or lineal descendants of any
such persons or to a trust for the benefit of any of the foregoing.
11. Definitions. As used herein, the following terms shall have the
corresponding meanings:
"Accrued Dividends" shall mean Full Cumulative Dividends to the date as
of which dividends on the relevant series of stock are to be computed, less the
amount of all dividends paid upon the relevant share of such series of stock.
"Business Day" shall mean any day other than a Saturday, a Sunday or
public holiday in the state where the principal executive office of the
Corporation is located.
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"Dividend Payment Date" shall mean, as to each respective Dividend
Period, the day on which the Accrued Dividends are paid, which shall be on the
last day of each such Dividend Period.
"Dividend Period" shall mean each fiscal quarter or portion thereof
during which the relevant share of the relevant series of stock is outstanding.
"Full Cumulative Dividends" shall mean (whether or not in any Dividend
Period, or any part thereof, in respect of which such term is used there shall
have been net profits or net assets of the Corporation legally available for the
payment of such dividends) that amount which shall be equal to dividends at the
full rate fixed for the relevant series of stock as provided herein for the
period of time elapsed from the relevant Issuance Date of such series of stock
to the date as of which Full Cumulative Dividends are to be computed.
"Liquidation" shall mean a complete liquidation, dissolution or
winding-up of the affairs of the Corporation.
"Notice Event" shall mean (a) the consummation of an underwritten
public offering of shares of Common Stock of the Corporation registered under
the Securities Act of 1933, as amended or (b) the merger or consolidation of the
Corporation into or with another corporation or the merger or consolidation of
any other corporation into or with the Corporation (in which consolidation or
merger the shareholders of the Corporation receive distributions of cash or
securities as a result of such consolidation or merger), or the sale or other
disposition of all or substantially all of the assets of the Corporation.
"Requesting Holder" shall be as defined in Section 6 hereof.
"Senior Debt" shall mean any indebtedness of the Corporation, now or
hereafter incurred, to Corestates Bank, N.A., for itself or as agent, and
Associates Commercial Corporation, or any other indebtedness for borrowed money
to commercial lenders.
"Series B Issuance Date" with respect to any share of Series B Stock
shall mean the date of first issuance of such share.
"Series B Redemption Date" shall mean the date set forth for redemption
of the Series B Stock pursuant to Section 6 or Section 7 hereof.
"Series B Redemption Payment" shall mean the payment of the Series B
Redemption Price for the shares of the Series B Stock redeemed on the Series B
Redemption Date.
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"Series B Redemption Price" shall mean the Series B Stated Value of the
Series B Stock being redeemed, plus all Accrued Dividends per share of Series B
Stock being redeemed on the Series B Redemption Date.
"Series B Shareholders" or "Holders of the Series B Stock" or "Holder"
shall mean the registered owners of the shares of the Series B Stock as shown on
the Corporation's stock transfer books.
"Series B Stated Value" shall mean $6,000 per share.
"Series C Shareholders" shall mean the registered owners of the shares
of the Series C Stock as shown on the Corporation's stock transfer books.
12. Amendment and Waiver. No amendment, modification or waiver by the
Corporation (including any made by means of a merger) of any provision herein
(or of the percentage of Series B Stock required to approve such amendment,
modification or waiver) will be binding or effective without the prior written
consent of the Holder(s) of a majority of the Series B Stock outstanding at the
time such action is taken. Notwithstanding the foregoing, no such action may be
taken or shall be effective without the prior written consent of the Holder(s)
of at least ninety percent (90%) of the Series B Stock then outstanding to the
extent such action will:
(a) change the rate at which or the manner in which dividends are
calculated, or the time at which dividends become payable hereunder;
(b) change the provisions of Section 5 hereof regarding the
liquidation preference;
(c) change the provisions of Sections 6 and 7 hereof regarding
redemptions;
(d) change the percentage of Series B Stock required to approve any
change described in (a), (b) or (c) above.
No amendment, modification or waiver of any provision herein will extend to or
affect any obligation not expressly amended, modified or waived or impair any
right consequent thereon.
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Exhibit 10.32
UNIFORM BULK MOTOR CARRIER CONTRACT
This is a Contract to provide for interstate and intrastate, where applicable,
motor carrier transportation of various cargoes between or among various
geographic points, dated the 1st day of October, 1991, by and between Chemical
Leaman Tank Lines, Inc. (hereinafter "Carrier") and The Dow Chemical Company
(hereinafter "Dow"). Service provided under this Contract is authorized under
I.C.C. Permit MC-110525, Sub #1328, dated August 23,1983, and such State
Agencies as are required.
Dow is a diversified manufacturer of basic chemicals, plastics, specialty
products and services and has a need for transportation service in the
furtherance of its business. Carrier is a motor carrier desirous of providing
transportation service to Dow.
Therefore, in consideration of the premises, covenants and agreements
contained herein, the parties agree as follows:
o 1. Pursuant to this non-exclusive transportation Contract, Dow agrees to
tender a series of shipments of its general commodities to Carrier for
transportation and delivery as directed by Dow's Shipping Order/Bill of
Lading which will accompany each tender. Carrier agrees to provide
transportation for 100% of tenders. Carrier may sub-contract with other
mutually agreed upon carriers. For any sub-contracted tenders, freight
charges will be billed at the rates in Appendix II of this Agreement.
2. Carrier shall receive from Dow such quantities of goods as may be tendered
for transportation from time to time, and Carrier shall make all
reasonable effort to have the required equipment available, with trailer
exteriors and interiors clean and presentable as befits a Dow quality
load. Carrier will provide, as requested, a general list of all Carrier
controlled or commercial cleaning locations where trailers have been
cleaned after transporting Dow produced or purchased products.
3. Carrier shall transport and carry the goods without delay caused by
anything in Carrier's control. Any and all occurrences which would be
probable or certain cause for delay of delivery shall be immediately
communicated to Dow by Carrier. In addition, Carrier will furnish when
their capabilities are developed, via electronic data interchange,
periodic transmissions of data elements on each Dow shipment and receipt
in format specified by the United States Electronic Data Interchange
Standards published by the Transportation Data Coordinating Committee, as
well as similar data elements for automated payment of freight bills.
o Denotes Change
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4. Dow agrees to pay Carrier, as compensation for such transportation, the
rates and charges shown in Appendices I and II to this Contract. All
changes must be approved in writing by both parties. All rates will apply
to both prepaid and collect shipments. In the event that the consignee
also has a contract rate in effect with the Carrier and the shipment is
tendered on a "freight collect" basis, the consignee's contract rate will
apply in lieu of rates included in this Contract. If, on collect
shipments, consignee fails to pay Carrier's freight bills after Carrier
has made a conscientious effort to collect, Dow will pay such freight
bills, provided Carrier furnishes proof of efforts to collect from
consignee.
5. Carrier personnel (including driving personnel, whether employees of
Carrier or of Carrier's agents known as "fleet operators" or "leased
operators") will comply with all plant rules and regulations while on
Dow's or consignee's plant premises. Carrier shall inform all of its
employees and personnel who may come onto such premises of this
requirement. Any Carrier employee or person who does not comply with all
plant rules and regulations may be summarily rejected and directed to
immediately leave the premises at the exclusive risk and expense of the
Carrier. Carrier agrees to utilize adequate motor truck equipment and
qualified personnel for performance of its obligations under this
Contract, and to operate its business at all times in compliance with all
applicable federal, state, and local laws, rules, and regulations.
Worker's Compensation Insurance for Carrier's drivers or operators, if
required, shall be obtained and maintained at the exclusive cost and risk
of Carrier.
6. Carrier shall comply with the financial responsibility requirements of the
appropriate federal and state regulatory agency through which the Carrier
operates.
The Carrier shall maintain public liability insurance against injury or
death in amounts not less than those prescribed by the U.S. Department of
Transportation and the Interstate Commerce Commission. In addition, the
Carrier shall carry cargo insurance of, at least, $100,000 per Dow
shipment. The Carrier shall have his insurance carrier furnish directly to
Dow or its contractor certificates that such coverage is in effect, and
will instruct carrier to directly notify Dow or its contractor if coverage
is cancelled or changed.
7. Carrier shall indemnify, defend, and hold Dow, its employees and agents
harmless from claims, demands, and causes of action asserted against Dow,
its employees or agents, by any other person (including without limitation
Carrier's and Dow's employees) for personal injury or death or for loss of
or damage to property and resulting from the willful or negligent acts or
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omissions of Carrier. Dow shall indemnify, defend, and hold Carrier, its
employees, agents, and subcontractors harmless from claims, demands, and
causes of action asserted against Carrier, its employees, agents, or
subcontractors by any other person (including without limitation Dow's and
Carrier's employees) for personal injury or death or for loss of or damage
to property and resulting from the willful or negligent acts or omissions
of Dow. Where personal injury, death, or loss of or damage to property is
the result of the joint negligence or misconduct of Dow and Carrier, the
parties expressly agree to indemnify each other in proportion to its share
of such joint negligence or misconduct.
8. Carrier assumes complete responsibility and liability regardless of the
fault of any person for all loss of, or damage to, goods transported
hereunder, except where caused in whole or in part by Dow's negligence or
acts of God in which Carrier had no contributory negligence. In those
cases Dow will assume responsibility and liability for only that portion
of the loss or damage caused by Dow's negligence and Carrier shall be
liable for the remainder. Carrier's responsibility for damage or loss to
goods transported shall commence from the time of acceptance at the
shipping point until delivery at the proper destination in accordance with
Dow's written instructions.
In the event of loss or damage during transit, except as limited in this
paragraph above, Carrier shall pay Dow the full value of the lost or
damaged goods plus any and all additional transportation costs. Value of
the lost or damaged goods shall be determined by type of sale in the
following manner:
Trade Sale: Dow will provide Carrier with invoice documentation.
Non-Trade Sale: Value will be determined as reported weekly in the
Chemical Marketing Reporter or Dow's Price Book if the product(s) is not
covered specifically in the Chemical Marketing Reporter.
When used in this Contract, "shipping point" means the place where the
goods or cargo are tendered by Dow to the custody of Carrier or Carrier's
agent for transportation.
9. Any assignment of any benefit or obligation of this Contract, in whole or
in part, by either party, without the prior express written consent of the
other party, shall be void and of no effect.
10. This Contract shall become effective upon the date of the permit (if one
is issued) by the appropriate federal or state agency, or the last date in
the
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signatory provision below, whichever is later, and shall continue for one (1)
year and thereafter from year to year unless:
(a) cancelled by either party at any time upon thirty (30) days' written
notice to the other party at the address stated below; or
(b) Carrier's loss or revocation of authority (for any reason) by any
federal or state regulatory body having jurisdiction over Carrier's
operation, in which case this Contract can be terminated
immediately.
Carrier shall give Dow immediate notice of the occurrence of any
event covered by Subsection (b).
11. Any notices or correspondence in reference to this Contract should be sent
via U.S. Mail, postage prepaid:
to Carrier at: Chemical Leaman Tank Lines, Inc.
102 Pickering Way
Exton, PA 19341-0200
Attn: George E. Ciarlone
Manager of Contracts
Phone: 610-363-4275
Fax: 610-363-4251
to Dow at: The Dow Chemical Company
Transportation & Logistics Services Purchasing
2020 Dow Center
Midland, MI 48674
Attn: Michael W. Humphreys
Motor Carrier Services Purchasing Agent
Phone: 517-636-3397
Fax: 517-638-9452
12. Carrier shall be an independent contractor under this Contract and shall
assume all of the rights, obligations and liabilities applicable to it as
such. Neither Carrier nor any of its employees or agents shall be
considered an employee of Dow, nor shall any partnership, co-venture or
joint-employer relationship be created by virtue of this Contract or of
its performance. No prior course of dealing or performance between Carrier
and Dow shall modify Carrier's status under this Contract as an
independent contractor.
13. Dow agrees to pay all uncontested charges within fifteen (15) days after
receipt of the freight invoice through Dow's payment department or payment
agent.
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14. This Contract is governed by the laws of the State of Michigan for general
contract matters.
15. Carrier agrees to keep secret all Dow technical and business information
which it has received or may receive and not to reveal or to divulge such
information to third parties or to use, or to publish it in any manner
whatsoever without obtaining Dow's prior written approval; provided,
however, that Carrier shall not be bound to keep secret any such
information which (a) was known to Carrier prior to the date of the
Contract from sources other than Dow, or (b) which is or becomes available
to the public without fault on Carrier's part, or (c) which is disclosed
to Carrier by a party not related, directly or indirectly, to Dow, who has
rightful claim to such information. Carrier shall only use Dow technical
and business information to provide the services required under this
Contract.
16. This Contract states the entire agreement between the parties and there
are no other agreements or understandings whatsoever, expressed or
implied.
Amendments or modifications to this Contract must be made in writing,
identified as an amendment or modification and signed by both Dow and
Carrier. Any term or provision in any prior or subsequent writing to the
date of this Contract which is in conflict with any term or provision of
this Contract is objected to and rejected.
17. Should any provision of this Contract be determined by competent public
authority or court to be invalid or unenforceable, then such invalid or
unenforceable provision shall be severed from this Contract without effect
on the validity of the remaining provisions.
18. If Carrier accepts instructions from a non-Dow party or consignee, all
resultant, legitimate charges will be billed by Carrier to the party
causing the charge to occur.
In Witness Whereof, the parties have executed this Contract on the date
shown below.
CHEMICAL LEAMAN TANK LINES, INC. THE DOW CHEMICAL COMPANY
/s/ George E. Ciarlone /s/ Michael W. Humphreys
- --------------------------------- -------------------------------------
NAME: George E. Ciarlone NAME: Michael W. Humphreys
---------------------------- -------------------------------
TITLE: Manager--Cost Analysis TITLE: Purchasing Agent
--------------------------- --------------------------------
DATE: 7/21/95 DATE: 4/13/95
---------------------------- -------------------------------
<PAGE>
Page: I-1(B) Date: 10/01/96
Dow:
CLEA:
APPENDIX I
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
BAYONNE
-------
Rates as published in the Dow/Chemical Leaman contract are subject to the
following rules and provisions:
1. Dow Chemical agrees to a capital recovery provision effective October 14,
1996 through December 31, 2000. Under this provision, Chemical Leaman Tank
Lines, Inc. shall be entitled to recover a portion of its capital outlay under
the conditions outlined in item 2, below. Chemical Leaman's asset valuation
(capital outlay) is Six Hundred Thousand Dollars ($600,000) for the construction
and purchase of new MC-307 stainless steel trailers to be provided for food
grade and solvents service. The amount of capital recovery to which Chemical
Leaman shall be entitled shall be Six Hundred Thousand Dollars ($600,000) less
Two Percent (2.0%) for each month (or fraction thereof) of the contract term
that has expired from the date Dow Chemical has been notified, in writing, that
Chemical Leaman wishes to invoke this capital recovery provision. Should
Chemical Leaman invoke this capital recovery provision under the specified
conditions in item 2 below, Chemical Leaman shall retain full ownership of all
applicable assets covered in this provision. Should Chemical Leaman decide to
terminate the contract, the capital recovery provision shall not be invoked
2. Chemical Leaman reserves the right to invoke item 1 provisions except under
the following conditions: service performance as outlined in item 5; competitive
pricing as outlined in item 6; and under certain business conditions whereby Dow
Chemical documents business losses due to customer or product transitions.
3. Should Chemical Leaman be required to place additional new trailers into
service to meet Dow Chemical's shipment requirements, Chemical Leaman shall be
entitled to capital recovery. The asset valuation for the additional new
trailers (capital outlay) shall be the cost for the construction and purchase of
the new trailers. The amount of capital recovery to which Chemical Leaman shall
be entitled shall be the result of multiplying the capital outlay amount by the
result of dividing the unexpired number of months (or fractions thereof)
remaining through December 31, 2000 by the total number of months (or fractions
thereof) for the period between the date of the additional capital outlay and
December 31, 2000.
4. Dow Chemical commits One Hundred Percent (100%) of the Dow controlled and
routed outbound freight, stated to be approximately $2,500,000 annual, to be
routed via Chemical Leaman Tank Lines or their broker subsidiary, Capacity
Management Systems. Should Dow Chemical change the legal terms of sale for
transactions originating at Bayonne which results in a decline of business
routed via Chemical Leaman Tank Lines, Chemical Leaman shall reserve the right
to invoke item 1.
<PAGE>
Page: I-2(B) Date: 10/01/96
Dow:
CLEA:
APPENDIX I
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEM1CAL LEAMAN TANK LINES, INC.
BAYONNE
-------
5. Chemical Leaman will provide error free service levels at a minimum of Ninety
Five Percent (95%) total carrier error free. Should the error free performance
level fall below Ninety Five Percent (95%) for any consecutive 6-month calendar
period, Dow Chemical reserves the right to waive the capital recovery provision
as stated in item 1 of the Bayonne Rules Tariff. Total carrier error free
performance shall be defined as stated in the Uniform Bulk Motor Carrier
Contract, effective April 1, 1995 plus appendices I through III effective May 1,
1995. If Chemical Leaman retains the business at less than 95% error free
performance, and subsequently the error free performance improves to meet or
exceed the 95% level for a consecutive 6-month calendar period, the capital
recovery provision in item 1 shall be reinstated.
6. Dow Chemical reserves the right to receive and review competitive pricing bid
proposals for single source bulk carrier operations at their Bayonne, NJ
terminal operation. Dow Chemical agrees to consider no fewer than Three (3)
non-Chemical Leaman carrier pricing bids simultaneously, which each reduce
existing Chemical Leaman contract pricing by Five Percent (5%) or greater.
7. Chemical Leaman Tank Lines, Inc. reserves the right of first refusal to
compare existing contract pricing to the Three (3) competitive bids each
generating a reduction of Five Percent (5%) or greater. Dow Chemical agrees to
provide competitive operating parameters in addition to proposed competitive
bids.
8. Chemical Leaman reserves the right to renegotiate current transportation
price levels should any changes to the operating parameters, as outlined in
Section I, significantly alter costs such as changes in equipment or driver
levels, trailer types, on-site personnel staffing, loading hours, unloading
hours, equipment accessorial requirements, tank cleaning requirements or Dow
terminal site location. Chemical Leaman shall provide written documentation
supporting increased operating costs due to changes in the operating parameters
as outlined above and in Section I.
9. Chemical Leaman reserves the right to increase transportation price levels up
to Five Percent (5%) under conditions outlined in item 8. Should Chemical Leaman
require an increase greater than 5%, Dow Chemical reserves the right to re-bid
the Bayonne, NJ business. Should Dow Chemical receive Three (3) or more
competitive bids at least five percent (5%) below Chemical Leaman proposed
pricing, Chemical Leaman agrees to revoke the take or pay provisions as outlined
in item 1. Should Dow Chemical not receive Three (3) or more competitive bids at
least Five Percent (5%) below Chemical Leaman proposed pricing, Chemical Leaman
shall retain the business at Bayonne, NJ.
<PAGE>
Page: I-3(B) Date 10/01/96
Dow:
CLEA:
APPENDIX I
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
BAYONNE
-------
Section I: Operations Parameters: Dow Chemical @ Bayonne, NJ
A/ Chemical Leaman will provide dedicated trailers for solvent and food grade
products.
B/ Solvent trailers shall have stainless steel pumps mounted on each trailer.
C/ Chemical Leaman will provide on-site management personnel.
D/ Dow will provide the use of 2 offices at the Bayonne terminal for Chemical
Leaman personnel.
E/ Chemical Leaman will assume responsibility for order processing on October
14, 1996.
F/ Chemical Leaman will transition business in twenty five percent (25%)
segments to be completed with one hundred percent (100%) business control
one hundred fifty (150) days from the October 14, 1996 start.
G/ Loading hours at Dow-Powell/Dufferin will commence 0200 hours Mondays and
continue 24 hours through 1900 hours Friday of each week.
H/ Chemical Leaman will be expected to perform at a ninety eight percent (98%)
on time delivery level by January 14, 1997.
I/ Chemical Leaman will determine, through coordination with Powell Dufferin,
specific order load times. Return loading during PM hours are based on
first come first served.
J/ All trailers tendered for loading will be subject to vacuum testing.
K/ All food grade trailers tendered for loading will be subject to a white
glove test for contaminants.
L/ Dow Chemical will tender orders directly to Chemical Leaman Tank Lines for
processing and driver dispatch.
M/ Chemical Leaman will arrange for all Food Grade trailers to be Koshered.
Dow Chemical agrees to pay actual cost for the kosher process.
N/ Chemical Leaman will NOT mix food grade and chemical products on the same
trailer.
O/ Chemical Leaman will not allow any brokered carrier to mix food grade and
chemical products on the same trailer.
P/ Chemical Leaman will route via the least congested route exiting the
Bayonne, NJ terminal. Tolls charges may vary, depending on the route which
will be based on area construction projects and the related impact on
traffic conditions.
Q/ Chemical Leaman agrees to broker with only Dow core and/or approved
carriers.
R/ Chemical Leaman and Dow will conduct quarterly service reviews at the
Bayonne terminal. Dates and times to be arranged as needed.
S/ When multiple stop deliveries are required, a stop in-transit charge of
$45.00 per stop shall be added to the transportation bill. Detention free
time of two (2) hours shall be applied to the ENTIRE routing/delivery
process on multiple stop deliveries, with unloading hours above and beyond
the total two (2) free hours to be billed to Dow Chemical at a rate of
$22.50 per half hour, or fraction thereof.
<PAGE>
Page: II-1(B) Date 10/01/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
BAYONNE
-------
ROLES: Except as otherwise specifically provided,
Appendix I.
ACCESSORIAL CHARGES: All accessorial charges not specifically covered
by Dow Master Contract to be billed per CLEA 100
series.
HIGHWAY TOLL CHARGES: Actual cost.
PUMP/COMPRESSOR CHARGES: Included in rate.
DETENTION FREE TIME: 2 hours for loading; 2 hours for unloading.
EXCESS DETENTION CHARGES: $22.50 per half hour, or fraction thereof.
TANK CLEANING CHARGES: Glycerine USP, Glycols: $155, when cleaned.
Solvents; Flush, Steam & Dry: $158, when cleaned.
Liquid Commodities; Caustic Water: $181, when
cleaned.
Food Grade Products: Actual cost, when cleaned.
(Multi-Compartment Trailers: $22.50/compartment greater than one)
<PAGE>
Page: II-2(B) Rev 3 Date 04/21/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 100 01:0100 01:0200
- --------
Origin: Bayonne, NJ
o Destination Points In U.S. and Canada
Commodity: Liquid Commodities in Dedicated MC-307 Single and Multi-
Compartment Trailers.
Miles Rate/Shipment
----- -------------
O - 50 $340
51 - 75 $390
76 - 100 $480
101 - 125 $525
126 - 150 $575
151 - 175 $625
176 - 200 $700
201 - 225 $750
226 - 250 $825
251 - 275 $875
276 - 300 $925
301 & Over $3.10/loaded mile
Item 200
- --------
Origin: Bayonne, NJ
Commodity: Liquid Commodities in Dedicated MC-307 Single Compartment
Trailers as listed:
Tetrachloroethylene, Trichloroethylene, Diethylene Glycol
Monomethyl E, Ethylene Glycol Monobutyl Ethe, Propylene
Glycol Monomethyl ET, Dipropylene Glycol SA.
Destination Rate/Shipment
----------- -------------
01:0101 Kings Point, VA $1,380
01:0102 McKees Rocks,, PA 1,531
01:0103 Neville Island, PA 1,361
01:0104 Pittsburgh, PA 1,414
01:0105 Portsmouth, VA 1,398
01:0106 Rochester, PA 1,457
01:0107 Saegertown, PA 1,482
- ----------
o Denotes Change
<PAGE>
Page: AI-1 Date: 06/17/96
Dow:
CLEA:
APPENDIX I
IN BOUND
ADDITIONAL CONTRACT PROVISIONS
1. COMMON CARRIER SERVICE NOT EXCLUDED
The normal operations of Carrier as a motor Common Carrier shall not be
affected by this Contract, nor shall Carrier be precluded from performing
transportation services for Dow as a Common Carrier in connection with
transportation services outside the scope of this Contract.
2. COMPUTATION OF MILEAGE
Distances between all points shall be based upon Rand McNally MILEMAKER
System as determined from the Household Goods Carriers' Bureau Mileage
Guide No. 14 or reissues thereof.
3. CONDITION OF TANKS TENDERED FOR LOADING
Carrier will supply "clean, dry, and free of contaminating odor" tank
equipment of the type needed for the product involved. Pumps and hoses must
be free of contaminants, and hose ends (when not in use) must be protected
from contamination.
4. DETENTION
Except as otherwise more specifically provided for in Appendix II of this
Contract, three (3) hours for loading without charge at any Dow or Dow
designated location and three (3) hours for unloading without charge at any
consignee's location will be allowed.
In excess of the time given above a rate of $45 per hour or fraction
thereof shall apply.
5. CANCELED VEHICLES
Except as otherwise provided (see Exception), when a tractor-trailer unit
is ordered by Dow and such order is subsequently canceled or postponed by
Dow after the vehicle has been dispatched from the Carrier's terminal, the
charges in the S.A.C. will apply. In addition, the terms of Provision No. 4
will apply, except that no time without charge shall be allowed.
<PAGE>
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Exception: When the vehicle ordered is subsequently canceled for the shipment of
the commodity for which it was specifically ordered, but such vehicle
is used in the shipment of the same commodity to a different
destination, or is used in a shipment of a different commodity to the
same destination or a different destination, the terms of this
Provision will not apply if the vehicle, as presented, is acceptable
for loading without cleaning, and if the vehicle is of an acceptable
capacity to Dow. Furthermore, if cancellation is communicated to
Carrier more than four hours prior to scheduled departure, this
Provision does not apply.
6. DIVERSION OR RECONSIGNMENT
Shipments moving on rates named in this Contract may be diverted or
reconsigned in transit or at billed destination, subject to the following
conditions:
(a) The term "Diversion or Reconsignment" means a change in the name of
consignee and/or destination of the entire shipment, or any other
instructions given to the Carrier requiring an addition to, or change
in, billing necessary to effect delivery or involving an additional
movement of equipment.
(b) On shipments diverted or reconsigned to a place of unloading within
the corporate limits of the municipality to which the shipment was
originally consigned, the applicable rate from point of origin to
destination will apply, in addition to the charge provided in the
S.A.C.
(c) On a shipment diverted or reconsigned to a place of unloading not
within the corporate limits of the municipality to which the shipment
was originally consigned, the applicable rates (see Exception) shall
be determined from mileage tables herein based on the mileage from
point of origin to final destination over the route of actual movement
as per Dows' instruction computed in accordance with Provision No. 2,
and will apply in addition to the charges provided in the S.A.C.
Exception: When point of diversion or reconsignment is on the most
direct highway route and is intermediate to the final destination, the
rate to the final destination will apply.
(d) On such movements, freight charges will be computed on the actual
loaded movement miles.
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(e) The charge, (see S.A.C.) for each diversion or reconsignment, is in
addition to all other applicable charges. This charge will be billed
to company requesting diversion or reconsignment.
(f) Time consumed in waiting for orders under this provision will be
considered part of unloading time, and detention charges will be
assessed as provided in Provision No. 4 above, if time without charge
has elapsed.
(g) A request for diversion or reconsignment must be made or confirmed in
writing by the shipper. (Preferably with an amended bill of lading or
shipping notice being presented to the Carrier.)
7. HOSE
When hose is required or requested to effect either pickup or delivery, or
both, of a single shipment, then either a two, three, or four inch inside
diameter hose length(s) will be provided. All hoses will be provided
without charge.
8. REJECTED SHIPMENTS
If, for any reason not ascribable to the Carrier or its personnel, a
shipment is rejected by the consignee at destination, notification to Dow
shall be given in writing, telephone, or telegraph, requesting disposition.
The charges to be applied on such rejected, returned shipments shall be in
accordance with the S.A.C. as applied to the outbound shipment rates as
published from the original point of origin to the original point of
destination on the date of the returned shipment and shall be based on the
actual weight of the product returned. Time consumed waiting for orders
under this provision will be considered as part of unloading time, and
detention charges will be assessed in accordance with Provision No. 4.
9. SPOTTING NON-POOLED SEMI-TRAILERS FOR LINE HAUL MOVEMENTS OR STORAGE
(a) Except as otherwise provided, when, for Dow's convenience, Carrier is
requested or required to place and leave a single semi-tank trailer
on the premises of Dow, or any other practical site they may designate
for the purpose of loading or unloading for a line haul movement a
charge in accordance with the S.A.C. for each 24 hour period or
fraction thereof will apply.
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(b) An allowance of one (1) hour without charge for spotting and one (1)
hour without charge for pickup will be allowed (see Provision No. 4).
(c) When, in connection with such spotting, it becomes necessary to move
tractor(s) without semi-trailers, the charges in the S.A.C. will apply
covering the movement of such tractor(s) for the miles traveled from
and the miles traveled to return to the Carrier's terminal from which
the tractor(s) was(were) dispatched.
(d) When spotting is for the purpose of storage, the conditions and
charges will be negotiated on a local basis and shown in Appendix II
for that site location.
(e) Carrier agrees that Dow may move Carrier's trailers within Dow's
premises; however, Dow will be responsible for any damage incurred to
trailers during such movement.
(f) Dow will be liable for tank cleaning charge as provided in the S.A.C.,
if applicable, when trailer is released from spotting.
10. SUNDAY AND HOLIDAY SHIPMENTS
If Carrier is required by Dow to load, pick-up, unload, or actually deliver
on a Sunday or Holiday, the charge in the SAC will apply on a per unit
basis.
The intent is to compensate Carrier for "call-out" of local drivers to
perform this work. The charge does not apply if the shipment is enroute
over a Sunday or Holiday, but is loaded or unloaded (picked up or
delivered) on any other day.
The term "holiday" is hereby defined to include the following days or the
day on which they are celebrated:
New Year's Day Independence Day Thanksgiving Day
Good Friday Labor Day Christmas Day
Memorial Day
Carrier reserves the right to perform service on Sundays and Holidays (not
requested, but consented to, by shipper upon Carrier's request) for
operating reasons, in which case extra charges herein do not apply.
11. STOP-OFF IN TRANSIT TO COMPLETE LOADING AND/OR FOR PARTIAL DELIVERY
<PAGE>
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Dow:
CLEA:
(a) Except as otherwise provided, shipments may be stopped in transit to
complete loading and/or partial delivery.
(b) A shipment loaded at two or more places within the corporate limits of
a single point of origin and/or delivered to two or more places within
the corporate limits of a single destination, shall be considered as
being stopped in transit to complete loading and/or partial delivery
under the conditions of this provision.
(c) A shipment stopped in transit for partial delivery may be delivered to
two or more consignees within the corporate limits of a single
destination or may be delivered to two or more consignees at two or
more destinations.
(d) To determine the mileage on shipments loaded at two or more places
within the corporate limits of a single point of origin and/or
delivered to two or more places within the corporate limits of a
single destination, except as otherwise provided, see paragraph (f) of
this provision.
(e) To determine the mileage on shipments loaded at two or more places
which are not all within the corporate limits of a single point and/or
delivered to two or more places which are not all within the corporate
limits of a single destination, except as otherwise provided, see
paragraph (f) of this Provision.
(f) To determine the applicable mileages for shipments made in paragraphs
(d) and (e) of this provision, the Rand McNally MILEMAKER will apply
and shall start at the point of loading and include the miles traveled
by the vehicle via all stop-in-transit points to final destination or
to the point at which the vehicle discharges the last portion of its
cargo. Mileages so computed shall be used to determine the applicable
rate for the entire shipment and shall apply on the number of gallons
or pounds of commodity loaded at origin, subject to the minimums
provided herein.
(g) In addition to all other lawful charges, an additional stop-off
charge, as stated in the S.A.C., will apply. Such charge shall not be
assessed at the origin or final destination.
(h) Aggregate total loading or unloading times will be charged for in
accordance with Provision No. 4.
12. WEIGHING VEHICLES
Unless otherwise provided, freight charges shall, at Dow's option, be based
on one of the following methods of weight determination:
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Dow:
CLEA:
(a) The description of the commodity and the weight of the shipment shall
be shown by Dow on the shipping order or bill of lading.
(b) Dow shall show on shipping order or bill of lading the specific
gravity at temperature loaded.
(c) Dow shall show on shipping order or bill of lading the weight per
gallon at temperature loaded.
(d) The party which requests independent weighing of a shipment should pay
weighing charge and all ensuing charges related to time and distance.
In the absence of election of one of the foregoing methods, where a vehicle
is weighed on public scale at the request of Dow or consignee, a charge
(see the S.A.C.) shall be assessed for each weighing in addition to all
other lawful charges.
Time consumed in weighing vehicle, before or after loading, or both, at the
point of shipment, shall be considered as part of time for loading and
subject to charges set forth in Provision No. 4.
Time consumed in weighing vehicle, before or after unloading, or both, at
the point of destination, shall be considered as time for unloading and
subject to charges and other provisions as set forth in Provision No. 4.
Carrier shall provide Dow and/or consignee with a calibration chart for the
trailer utilized.
13. ACCESSORIAL AND EMERGENCY SERVICES
Accessorial and emergency service will be provided, if practicable, and
such service charges shall be in accordance with the S.A.C.
On Sundays and Holidays, time shall begin when Carrier's equipment leaves
Carrier's terminal and continue until equipment is returned to the
Carrier's terminal from which dispatched. Weekdays time will be computed
Dow gate to gate. Any delay directly attributable to the Carrier will be
subtracted from the total time. Time of equipment departure and arrival at
the terminal will be indicated on the bill of lading or freight bill for
each shipment.
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13A. ASSISTANCE FROM OR EVACUATION OF POWER VEHICLE BY SECOND DRIVER -
LOADING/UNLOADING
When a two-person sleeper team is required to handle a shipment and Dow or
the consignee requires the second person to assist in loading and/or
unloading or to evacuate the power vehicle a charge (see the S.A.C.) will
apply. Time to be computed from the time the Carrier's equipment arrives at
the loading or unloading gate until the time the Carrier's equipment
departs from the loading or unloading gate.
Charges set forth in the S.A.C. will be in addition to all other applicable
charges and shall be paid by the party requesting this service.
14. TANK CLEANING AND HEEL DISPOSAL
When Carrier is requested to furnish a trailer for the transportation of
products, which, because of its inherent nature requires cleaning and waste
disposal before the trailer can be returned to service, the charges set
forth in the S.A.C. will apply on the initial loading. These charges are in
addition to all other lawful charges assessed against the shipment.
Charges shall not be made on subsequent loading of the same trailer so long
as said trailer remains continuously in the exclusive use of the same
consignor, unless such consignor requests that the trailer be cleaned after
delivery of any of these loadings, in which case the applicable additional
charges shall be applied on the next loading of these products following
such requested cleaning.
When two or more products are shipped at one time in a compartmented
trailer, the applicable cleaning charge will be the highest applicable
charge on any product in the trailer.
15. SPECIAL EQUIPMENT AND SERVICE
When special equipment as listed below is required or requested by the
consignor or consignee prior to movement of the shipment, such equipment,
if available, will be furnished by Carrier subject to charges in the S.A.C.
Air Blowers, Air Compressors, Air Dryers, Nozzles, and Pumps will be
provided, as requested, without charge.
(a) Compartmented Trailers.
(b) Heating-in-transit Service: Except as otherwise provided, Carrier
will, upon request of consignor or consignee, furnish, if available, a
trailer and/or tractor equipped with a controlled heating-in-transit
system subject to the charges in the S.A.C.
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(c) Heating Service: When, upon request, of consignor or consignee, a
shipment is stopped in transit for the purpose of heating the lading
by steam or any other means, the charges in the S.A.C. will apply.
Carrier will apply heat for the length of time prescribed by the
consignor or consignee. Heating time will be deemed to start at the
time heat is applied to the lading and shall end when the heat is
removed.
It shall be the responsibility of the consignor or consignee to make
arrangements for the use of steam and other heating facilities at its
own expense, although Carrier will, if requested, attempt to locate
such facilities and make arrangements for their use provided, however,
that the consignor or consignee shall agree to be responsible for any
expense incurred for the use of such facilities.
Time consumed by heating at consignor's site of pick up and/or
consignee's site of delivery shall be considered as loading and/or
unloading time and shall be charged for as provided in Provision No.
4.
All charges set forth in this provision shall be in addition to all other
lawful charges assessed against the shipment.
16. OVERNIGHT AND WEEKEND LAYOVER
OVERNIGHT
(a) When Carrier's vehicle arrives at point of loading, unloading, stop-
off and/or final destination between 8:00 a.m. and 5:00 p.m. on a day
between Monday and Friday, inclusive or on Saturday or Sunday if so
requested by Dow or consignee, and Dow or consignee cannot complete
loading and/or unloading on the date of arrival, the time the vehicle
is detained between 8:00 a.m. and 5:00 p.m., or the time the driver is
released if later than 5:00 p.m., will be charged for according to the
terms of Provision No. 4. If the vehicle (tractor and/or trailer) is
detained until 8:00 a.m. the following morning at such point, or in
the vicinity thereof, and the driver is not required to remain on
duty, the terms of Provision No. 4 will not apply from 5:00 p.m. until
8:00 a.m. the following morning and in lieu thereof, the charges in
the S.A.C. for Single Driver or Sleeper Team for each overnight
layover will apply.
If the vehicle (tractor and/or trailer) is further detained, charges
outlined above or in paragraph (b) below, as applicable, will be the
same as if the vehicle had just arrived, except that no time without
charge as provided for in the terms of Provision No. 4 will apply.
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WEEKEND LAYOVERS
(b) When Carrier's vehicle arrives at point of loading, unloading, stop-
off and/or final destination between 8:00 a.m. and 5:00 p.m. on a
Friday, and Dow or consignee cannot complete loading and/or unloading
on the day of arrival, the time the vehicle is detained between 8:00
a.m. and 5:00 p.m., or the time the driver is released if later than
5:00 p.m., will be charged according to the terms of Provision No. 4.
If the vehicle (tractor and/or trailer) is detained over the weekend
until 8:00 a.m. Monday at such point, or in the vicinity thereof, and
the driver is not required to remain on duty, the terms of Provision
No. 4 will not apply from 5:00 p.m. on Friday, or the time the driver
was released if later than 5:00 p.m. until 8:00 a.m. Monday morning
and, in lieu thereof, the charges in the S.A.C. for Single Driver or
Sleeper Team for such weekend layover will apply.
If the vehicle (tractor and/or trailer) is further detained, charges
outlined in paragraph (a) will apply the same as if the vehicle had
just arrived, except that time without charge as provided for in
Provision No. 4 will apply.
When Carrier's vehicle arrives at point of loading, unloading, stop-off
and/or final destination at a time other than between 8:00 a.m. and 5:00
p.m. and, when due to compliance with Dow and/or consignee instructions, a
layover is required to complete loading and/or unloading, charges for
detention time after 5:00 p.m. as provided in paragraph (a) and (b) above,
whichever applies will be applicable.
17. SERVICE PERFORMANCE
Carrier understands and agrees to have its performance measured by Dow
using the "Measurement of Quality Performance" methodology, a copy of which
is made a part of this Contract as Appendix III.
18. CLEANING AND WASTE DISPOSAL
Carrier warrants that he will perform all duties of a "generator" as
identified by the EPA in 40 CRF 260.10 and that any cleaning facilities
used will meet all Resource Conservation and Recovery Act requirements.
19. DRUMMING FROM TANK TRAILERS
Carrier will not off-load hazardous materials (as defined by DOT) from
trailers into drums. If consignee should request Carrier to do this,
Carrier shall refuse and notify Dow of same. Products designated as
combustible are exempt from this policy.
<PAGE>
Page: AI-10 Date: 06/17/96
Dow:
CLEA:
20. CURRENCY
Freight rates and/or charges applicable under the terms or Provisions of
this Contract shall be stated and payable in U.S. funds only.
21. ALTERNATION OF RATES
In Appendix II, where there is a conflict between tabular rates (mileage
based) and point-to-point commodity rates, the rate that produces the
lowest line haul transportation charge will apply.
When shipments to, from, and between the United States and Canada are
tendered and when there is a Dow Canada and a Dow U.S.A. contract, then the
lowest contract freight rate in either contract will apply on either a
prepaid or collect basis and the payment will be in U.S. funds only.
22. ARBITRATION
If any disputes or differences in interpretation arise other than provided
under Provisions 1 through 21 above, such disputes will be resolved by
negotiations between the two parties or by a mutually agreed upon
arbitrator.
<PAGE>
Page: SAC-1(IB) Date 06/17/96
Dow:
CLEA:
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
<TABLE>
<CAPTION>
PROVISION (NO.) CHARGE
- ----------------------------------------------------------- ---------------------------------------------------------
<S> <C>
Detention (4) Net debits under an averaging agreement for
loading and unloading detention billed at $45/hour
on a quarterly basis.
Cancelled Vehicle (5) $140.
Diversion/Reconsignment (6) $35.
Rejected Shipments (8) 50% Of outbound line haul rates; minimum of $165
and minimum of $1.30/mile.
Spotting for Line Haul Movements (9) $110 Each 24 hour period or fraction thereof
Tractor only: Sl.41/mile; $65 minimum
Spotting for Storage (9) Determined by local contract terms and charges as
listed in Appendix 11.
Sunday and Holidays (10) $195.
Stop-off Intransit (11) $45.
Weighing Vehicles (12) $20.
Accessorial and Emergency Service (13) Sunday and Holidays: 01:8905
$45 each hour; 8 hours minimum.
All other days: 01:8906
$45 each hour; 4 hours minimum.
Assistance from or Evacuation of $5 For each 15 minute period or fraction thereof will
Power Vehicle by Second Driver: be assessed if second driver is required to assist in
Loading/Unloading (13A) loading/unloading or evacuation from his unit.
Tank Cleaning and Heel Disposal (14) A. $125 Standard products.
B. $190 (See Attachment A)
C. $500 (See Attachment A)
D. Determined by local contract terms and charges
as listed in Appendix II.
</TABLE>
<PAGE>
Page: SAC-2(IB) Date 06/17/96
Dow:
CLEA:
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
<TABLE>
<CAPTION>
PROVISION (NO.) CHARGE
- ----------------------------------------------------------- ---------------------------------------------------------
<S> <C>
Special Equipment and Service (15) A. $90 For compartmented trailers.
B. $45 Heating-in-transit (tractor only).
$85 Heating-in-transit (tractor and trailer).
C. Heating Service:
Note A Note B
$45 $11 Weekdays (excluding holidays).
$55 $13 Saturdays.
$65 $17 Sundays and holidays.
Note A: Applies for the first hour or fraction
thereof.
Note B: Applies for each additional fifteen
minutes or fraction thereof.
Overnight and Weekend Layovers (16) $200 single driver - overnight
$275 sleeper team - overnight
$600 single driver - weekend
$1,760 sleeper team - weekend
If inbound line haul charges are rated from
another shipper's contract, Dow contract
accessorial charges will apply (17)
</TABLE>
<PAGE>
Page: SAC-3(IB) Date 06/17/96
Dow:
CLEA:
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Attachment A
<TABLE>
<CAPTION>
CATEGORY PRODUCTS
- -------------------------------------------------- ---------------------------------------------
<S> <C>
A. STANDARD CLEANING ALL PRODUCTS NOT OTHERWISE SPECIFICALLY
$125 PER CLEANING LISTED IN CATEGORIES B, C, OR D.
B. HARD TO CLEAN 2-4-D ACID BUTYL ESTER
$190 PER CLEANING 2-4-D ACID ISOOCTYL ESTER
2-4-D BUTOXYETHYL ESTER
2-4-D DIETHANOLAMINE SALT 5
2-4-D ISOPROPYLAMINE SALTS
2-4-D MCPP INTERMEDIATE 4851A
2-4-D TEA-4
2-4-D TRIISOPROPAL AMINE SALT
2-4-D ISOOCTYL ALCOHOL
2-4-D ISOOCTYL D
DOW DMA-6 SEQUESTERED
DOW DMA-6 UNSEQUESTERED
EPOXY RESINS
ESTERON 99 CONCENTRATE 2-4-D
HAZARDOUS WASTE, LIQUID
SYNTHETIC LATEX/LIQUID RUBBER
TELONE*
(2-4-D IS AN ABBREVIATION FOR 2-4-DICHLORO
PHENOXY ACETIC ACID)
C. DIFFICULT TO CLEAN DICHLOROTETRAFLUOROPYRIDINE
$500 PER CLEANING (DCTFP)
PHENOL
D. EXCEPTIONS PRODUCTS TO BE DETERMINED BY LOCAL
CONTRACT TERMS AND CHARGES WILL BE
LISTED SEPARATELY IN APPENDIX II.
*TRADEMARK OF THE DOW CHEMICAL COMPANY
</TABLE>
<PAGE>
Page: II-1(L/M) Date 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
Item 100 50:5000
Origin: Louisville, KY
Destination: Lockland, OH and Middletown, OH
Equipment: Multi-compartment trailer
Rate: $l.30/dead head mile
<PAGE>
Page: II-1(MID) Date 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
Item 100 03:0322
Origin: Points in U.S. excluding Michigan
Destination: Midland, MI and Bay City, MI
Commodity: Liquid Commodities in MC-307 trailer (reloadable 2/1 type only)
Rate: $l.75/1oaded mile
Item 200 01:2009
Origin: Bay Minette, AL
Destination: Midland, MI
Commodity: Liquid Chemicals in shipper-owned container on carrier provided
chassis
Rate: $3,282/shipment
No allowance for use of shipper-provided chassis.
<PAGE>
Page: II-1(MIS) Date 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
Item 100
Origin: Points in Texas
Commodity: General Chemicals in stainless steel single compartment trailers
in non-dedicated, reloadable service.
Destination Rate/Mile
04:4500 CT, DE, GA, IL IN, KY, MA, MD, MI (Except $2.26
Midland), NC, NJ, NY, OH, PA, RI, SC, VA,
WV, ON and PQ
04:0400 Canada except ON and PQ 3.00
04:4505 AL, MS, MO, TN 2.58
04:4510 CA 2.60
04:4525 LA 2.14
04:4515 All other states except TX and as 2.81
otherwise provided herein.
Item 200 04:4590
Origin: Points in Texas
Destination: Points in U.S. (except Texas) and Canada
Commodity: Liquid Commodities transported in multi-compartment trailer.
Rate: $2.85/1oaded mile
<PAGE>
Page: II-2(MIS) Rev 1 Date 12/13/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
Item 300 01:0005
oOrigin: Between Midland, MI and Bay City, MI and Harbor Beach MI and
Destination: Points in the U.S. (except MI, AX, HI) and Canada
Commodity: LIQUID AND DRY CHEMICALS (not specified in Item 200) transported in
single compartment, non-reloadable or multi-compartment trailers.
Miles Rate/Loaded Mile
--------------- ----------------
0 - 100 $ 2.85
101 - 200 2.69
201 - 400 3.05
401 - 800 3.10
801 - 1000 2.93
1001 - Over 3.00
Cleaning: Rate of $190/1oad on Intrastate Michigan moves of latex liquid
only.
Item 400 01:0270
Origin: Channahon, IL
Destination: Points in the U.S. and Ontario
Commodity: Liquid Commodities transported in multi-compartment MC-307 trailer
Rate: $3.05/1oaded mile
Item 500 01:0280
Origin: Channahon, IL
Destination: Points in Manitoba, Alberta, Quebec, British Columbia,
Saskatchewan and New Brunswick
Commodity: Liquid Commodities transported in multi-Compartment MC-307 trailer
Rate: $3.18/1oaded mile
o Denotes Change
<PAGE>
Page: II-3(MIS) Date 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
Item 600
Origin: Channahon, IL
Commodity: Liquid Commodities transported in MC-307 single compartment trailers
<TABLE>
<CAPTION>
Rate Per
Destination Loaded Mile
----------- -----------
<S> <C> <C>
01:0125 LA $1.80
AL, DC, DE, FL, IN, KY, MILES
01:0130 MD, ME, MI, MS, NC, NH, 10 - 150 3.00
SC, VT, VA 151 & Over 2.60
01:0272 OH 2.25
01:0273 OH (Counties of: Meigs, Gallia, Lawrence, Scioto, 2.60
Pike, Jackson and Vinton)
01:0183 CT, MA, PA, NJ, NY, RI, WV, Ontario 2.10
01:0184 TN 2.60
01:0185 Tildale, GA (Dalton, GA) 1.75
01:0186 GA (all other points) 2.25
01:0187 TX (Counties of: Brazoria, Chambers, Ft. Bend, 1.75
Galveston, Harris, Jefferson and Montgomery)
01:2090 TX (Dallas and Tarrant counties) 2.25
01:0188 TX (all other points) 2.50
01:0132 Points in US including Illinois in continuation of 2.85
an interstate move
01:0271 Points in Manitoba, Alberta, Quebec, British 3.00
Columbia, Saskatchewan and New Brunswick
</TABLE>
<PAGE>
Page: II-1(MUS) Date 09/01/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
Item 100 03:0326
Origin: Delaware City, DE
Destination: Muskegon, MI
Commodity: Liquid Commodities in MC-307 trailer
Rate: $2.05/loaded mile
This rate applies only on inbound shipments for Dow.
Cleaning: $125 when cleaned.
<PAGE>
Page: II-1(MX) Date 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
Item 100 04:4521
Origin: Points in Texas
Destination: Points in Mexico
Commodity: Liquid Commodities
Rate: $3.00/1oaded mile
On shipments to Mexico to be transported via the international
boundary at any point in Texas, an extra charge of $200/round
trip crossing will be applicable in addition to all other
charges.
<PAGE>
Page: II-1(PITT) Date 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
Item 100
Destination: Pittsburgh, CA
Commodity: Liquid Chemicals transported in single compartment MC-307 trailer
Origin: Rate/Mile
------- ---------
22:2200 LA, MS, TX $2.05
22:2201 AL, CT, DE, GA, IL KY, MD, MI, NC, NJ, PA, SC 2.10
22:2202 MA, NY, RI, TN, VA 2.20
22:2203 AR, FL, IN, NH, VT, WI, WV 2.40
22:2204 ME, MO 2.60
22:2205 MN, IA 2.80
22 2206 CO, KS, MT, ND, NE, NM, SD, WY 3.25
22:2207 AZ, ID, OR, UT, WA 3.30
22:2208 NV 3.45
<PAGE>
Page: II-1(SAR) Date 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
Item 100 01:0900
Origin: Charleston, SC
Destination: Sarnia, ON
Commodity: Liquid Commodities in MC-307 single compartment, reloadable
trailers
Rate: $1.75/loaded mile
<PAGE>
Page: II-1(TIL) Date 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
Item 100 01:0290
Origin: Points in the U.S.
Destination: Tildale, GA
Commodity: Liquid Commodities in single compartment MC-307 trailer
Rate: $l.75/1oaded mile
<PAGE>
Page: AI-1 Date: 02/28/95
Dow:
Carrier: Chemical Leaman
APPENDIX I
BULK
ADDITIONAL CONTRACT PROVISIONS
1. COMMON CARRIER SERVICE NOT EXCLUDED
The normal operations of Carrier as a motor Common Carrier shall not be
affected by this Contract, nor shall Carrier be precluded from performing
transportation services for Dow as a Common Carrier in connection with
transportation services outside the scope of this Contract.
2. COMPUTATION OF MILEAGE
Distances between all points shall be based upon Rand McNally MILEMAKER
System as determined from the Household Goods Carriers' Bureau Milage Guide
No. 14 or reissues thereof.
3. CONDITION OF TANKS TENDERED FOR LOADING
Carrier will supply "clean, dry, and free of contaminating odor" tank
equipment of the type needed for the product involved. Pumps and hoses must
be free of contaminants, and hose ends (when not in use) must be protected
from contamination.
4. DETENTION
(a) Except as otherwise more specifically provided for in Appendix II of this
Contract, two for loading without charge at any Dow or Dow designated
location and two for unloading without charge at any consignee's location
will be allowed.
(b) A charge (see Standard Accessorial Chart (Hereinafter "S.A.C.")) for each
hour or fraction thereof shall be assessed for the time Carrier's equipment
is detained through no fault of the Carrier to complete the act of loading or
unloading after the expiration of the times for these acts as specified in
paragraph (a) of this Provision.
(c) Any detention charge is not to exceed the amount as stated in the S.A.C.
for any given 24 hour period.
(d) If Dow causes the detention, Dow will pay. If consignee causes the
detention, Carrier will bill the consignee. On stop-off shipments Carrier
will bill the Dow shipping location for all unloading detention on a separate
invoice.
<PAGE>
Page: AI-2 Date: 02/28/95
Dow:
Carrier: Chemical Leaman
(e) Time for loading is to be computed from the time of arrival of Carrier's
equipment at the Dow scales to the time of departure from Dow's scales. Time
for unloading is to be computed from the time of arrival of Carrier's
equipment at any consignee's gate to the time of departure from consignee's
gate.
5. CANCELLED VEHICLES
Except as otherwise provided (see Exception), when a tractor-trailer unit is
ordered by Dow and such order is subsequently cancelled or postponed by Dow
after the vehicle has been dispatched from the Carrier's terminal, the
charges in the S.A.C. will apply. In addition, the terms of Provision No. 4
will apply, except that no time without charge shall be allowed.
Exception: When the vehicle ordered is subsequently cancelled for the shipment
of the commodity for which it was specifically ordered, but such
vehicle is used in the shipment of the same commodity to a different
destination, or is used in a shipment of a different commodity to
the same destination or a different destination, the terms of this
Provision will not apply if the vehicle, as presented, is acceptable
for loading without cleaning, and if the vehicle is of an acceptable
capacity to Dow. Furthermore, if cancellation is communicated to
Carrier more than two hours prior to scheduled departure, this
Provision does not apply.
6. DIVERSION OR RECONSIGNMENT
Shipments moving on rates named in this Contract may be diverted or
reconsigned in transit or at billed destination, subject to the following
conditions:
(a) The term "Diversion or Reconsignment" means a change in the name of
consignee and/or destination of the entire shipment, or any other
instructions given to the Carrier requiring an addition to, or change in,
billing necessary to effect delivery or involving an additional movement of
equipment.
(b) On shipments diverted or reconsigned to a place of unloading within the
corporate limits of the municipality to which the shipment was originally
consigned, the applicable rate from point of origin to destination will
apply, in addition to the charge provided in the S.A.C.
(c) On a shipment diverted or reconsigned to a place of unloading not within
the corporate limits of the municipality to which the shipment was originally
consigned, the applicable rates (see Exception) shall be determined from
mileage tables herein based on the mileage from point of origin to final
destination over the route of actual movement as per Dows' instruction
computed in accordance with Provision No. 2, and will apply in addition to
the charges provided in the S.A.C.
<PAGE>
Page: AI-3 Date: 02/28/95
Dow:
Carrier: Chemical Leaman
Exception: When point of diversion or reconsignment is on the most direct
highway route and is intermediate to the final destination, the rate
to the final destination will apply.
(d) On such movements, freight charges will be computed on the actual loaded
movement miles.
(e) The charge, (see S.A.C.) for each diversion or reconsignment, is in
addition to all other applicable charges. This charge will be billed to
company requesting diversion or reconsignment.
(f) Time consumed in waiting for orders under this provision will be
considered part of unloading time, and detention charges will be assessed as
provided in Provision No. 4 above, if time without charge has elapsed.
(g) A request for diversion or reconsignment must be made or confirmed in
writing by the shipper. (Preferably with an amended bill of lading or
shipping notice being presented to the Carrier.)
7. HOSE
When hose is required or requested to effect either pickup or delivery, or
both, of a single shipment, then either a two, three, or four inch inside
diameter hose length(s) will be provided. All hoses will be provided without
charge.
8. REJECTED SHIPMENTS
If, for any reason not ascribable to the Carrier or its personnel, a shipment
is rejected by the consignee at destination, notification to Dow shall be
given in writing, telephone, or telegraph, requesting disposition.
The charges to be applied on such rejected, returned shipments shall be in
accordance with the S.A.C. as applied to the outbound shipment rates as
published from the original point of origin to the original point of
destination on the date of the returned shipment and shall be based on the
actual weight of the product returned. Time consumed waiting for orders under
this provision will be considered as part of unloading time, and detention
charges will be assessed in accordance with Provision No. 4.
9. SPOTTING NON-POOLED SEMI-TRAILERS FOR LINE HAUL MOVEMENTS OR STORAGE
(a) Except as otherwise provided, when, for Dow's convenience, Carrier is
requested or required to place and leave a single semi-tank trailer on the
premises of Dow, or any other practical site they may designate for the
purpose of loading or unloading for a line haul movement a charge in
accordance with the S.A.C. for each 24 hour period or fraction thereof will
apply.
(b) An allowance of one (1) hour without charge for spotting and one (1) hour
without charge for pickup will be allowed (see Provision No. 4).
<PAGE>
Page: AI-4 Date: 02/28/95
Dow:
Carrier: Chemical Leaman
(c) When, in connection with such spotting, it becomes necessary to move
tractor(s) without semi-trailers, the charges in the S.A.C. will apply
covering the movement of such tractor(s) for the miles travelled from and the
miles travelled to return to the carriers terminal from which the tractor(s)
was (were) dispatched.
(d) When spotting is for the purpose of storage, the conditions and charges
will be negotiated on a local basis and shown in Appendix II for that site
location.
(e) Carrier agrees that Dow may move Carrier's trailers within Dow's
premises; however, Dow will be responsible for any damage incurred to
trailers during such movement.
(f) Dow will be liable for tank cleaning charge as provided in the S.A.C., if
applicable, when trailer is released from spotting.
10. SUNDAY AND HOLIDAY SHIPMENTS
If Carrier is required by Dow to load, pick-up, unload, or actually deliver
on a Sunday or Holiday, the charge in the SAC will apply on a per unit basis.
The intent is to compensate Carrier for "call-out" of local drivers to
perform this work. The charge does not apply if the shipment is enroute over
a Sunday or Holiday, but is loaded or unloaded (picked up or delivered) on
any other day.
The term "holiday" is hereby defined to include the following days or the day
on which they are celebrated:
New Year's Day Canada Day Thanksgiving Day
Good Friday St. Jean Baptiste (PQ only) Christmas Day
Victoria Day Civic Holiday (ON only) Labour Day
Carrier reserves the right to perform service on Sundays and Holidays (not
requested, but consented to, by shipper upon Carrier's request) for operating
reasons, in which case extra charges herein do not apply.
11. STOP-OFF IN TRANSIT TO COMPLETE LOADING AND/OR FOR PARTIAL DELIVERY
(a) Except as otherwise provided, shipments may be stopped in transit to
complete loading and/or partial delivery.
(b) A shipment loaded at two or more places within the corporate limits of a
single point of origin and/or delivered to two or more places within the
corporate limits of a single destination, shall be considered as being
stopped in transit to complete loading and/or partial delivery under the
conditions of this provision.
(c) A shipment stopped in transit for partial delivery may be delivered to
two or more consignees within the corporate limits of a single destination
or may be delivered to two or more consignees at two or more destinations.
<PAGE>
Page: AI-5 Date: 02/28/95
Dow:
Carrier: Chemical Leaman
(d) To determine the mileage on shipments loaded at two or more places
within the corporate limits of a single point of origin and/or delivered to
two or more places within the corporate limits of a single destination,
except as otherwise provided, see paragraph (f) of this provision.
(e) To determine the mileage on shipments loaded at two or more places which
are not all within the corporate limits of a single point and/or delivered
to two or more places which are not all within the corporate limits of a
single destination, except as otherwise provided, see paragraph (f) of this
Provision.
(f) To determine the applicable mileages for shipments made in paragraphs
(d) and (e) of this provision, the Rand McNally MILEMAKER will apply and
shall start at the point of loading and include the miles travelled by the
vehicle via all stop-in-transit points to final destination or to the point
at which the vehicle discharges the last portion of its cargo. Mileages so
computed shall be used to determine the applicable rate for the entire
shipment and shall apply on the number of gallons or pounds of commodity
loaded at origin, subject to the minimums provided herein.
(g) In addition to all other lawful charges, an additional stop-off charge,
as stated on the S.A.C., will apply. Such charge shall not be assessed at
the origin or final destination.
(h) Aggregate total loading or unloading times will be charged for in
accordance with Provision No. 4.
12. WEIGHING VEHICLES
Unless otherwise provided, freight charges shall, at Dow's option, be based
on one of the following methods of weight determination:
(a) The description of the commodity and the weight of the shipment shall be
shown by Dow on the shipping order or bill of lading.
(b) Dow shall show on shipping order or bill of lading the specific gravity
at temperature loaded.
(c) Dow shall show on shipping order or bill of lading the weight per gallon
at temperature loaded.
(d) The party which requests independent weighing of a shipment should pay
weighing charge and all ensuing charges related to time and distance.
<PAGE>
Page: AI-6 Date: 02/28/95
Dow:
Carrier: Chemical Leaman
Time consumed in weighing vehicle, before or after loading, or both, at the
point of shipment, shall be considered as part of time for loading and
subject to charges set forth in Provision No. 4.
Time consumed in weighing vehicle, before or after unloading, or both, at
the point of destination, shall be considered as time for unloading and
subject to charges and other provisions as set forth in Provision No. 4.
Carrier shall provide Dow and/or consignee with a calibration chart for the
trailer utilized.
13. ACCESSORIAL AND EMERGENCY SERVICES
Accessorial and emergency service will be provided, if practicable, and such
service charges shall be in accordance with the S.A.C.
On Sundays and Holidays, time shall begin when Carrier's equipment leaves
Carrier's terminal and continue until equipment is returned to the Carrier's
terminal from which dispatched. Weekdays time will be computed Dow gate to
gate. Any delay directly attributable to the Carrier will be subtracted from
the total time. Time of equipment departure and arrival at the terminal will
be indicated on the bill of lading or freight bill for each shipment.
13A. ASSISTANCE FROM OR EVACUATION OF POWER VEHICLE BY SECOND DRIVER
- LOADING/UNLOADING
When a two-person sleeper team is required to handle a shipment and Dow or
the consignee requires the second person to assist in loading and/or
unloading or to evacuate the power vehicle a charge (see the S.A.C.) will
apply. Time to be computed from the time the Carrier's equipment arrives
at the loading or unloading gate until the time the Carrier's equipment
departs from the loading or unloading gate.
Charges set forth in the S.A.C. will be in addition to all other applicable
charges and shall be paid by the party requesting this service.
14. TANK CLEANING AND HEEL DISPOSAL
When Carrier is requested to furnish a trailer for the transporation of
products, which, because of its inherent nature requires cleaning and waste
disposal before the trailer can be returned to service, the charges set
forth in the S.A.C. will apply on the initial loading. These charges are in
addition to all other lawful charges assessed against the shipment.
Charges shall not be made on subsequent loading of the same trailer so long
as said trailer remains continuously in the exclusive use of the same
consignor, unless such consignor requests that the trailer be cleaned after
delivery of any of these loadings, in which case the applicable additional
charges shall be applied on the next loading of these products following
such requested cleaning.
<PAGE>
Page: AI-7 Date: 02/28/95
Dow:
Carrier: Chemical Leaman
When two or more products are shipped at one time in a compartmented
trailer, the applicable cleaning charge will be the highest applicable
charge on any product in the trailer.
15. SPECIAL EQUIPMENT AND SERVICE
When special equipment as listed below is required or requested by the
consignor or consignee prior to movement of the shipment, such equipment, if
available, will be furnished by Carrier subject to charges in the S.A.C. Air
Blowers, Air Compressors, Air Dryers, Nozzles, and Pumps will be provided,
as requested, without charge.
(a) Heating-in-transit Service: Except as otherwise provided, Carrier will,
upon request of consignor or consignee, furnish, if available, a trailer
and/or tractor equipped with a controlled heating-in-transit system subject
to the charges in the S.A.C.
(b) Heating Service: When, upon request, of consignor or consignee, a
shipment is stopped in transit for the purpose of heating the lading by
steam or any other means, the charges in the S.A.C. will apply.
Carrier will apply heat for the length of time prescribed by the consignor
or consignee. Heating time will be deemed to start at the time heat is
applied to the lading and shall end when the heat is removed.
It shall be the responsibility of the consignor or consignee to make
arrangements for the use of steam and other heating facilities at its own
expense, although Carrier will, if requested, attempt to locate such
facilities and make arrangements for their use provided, however, that the
consignor or consignee shall agree to be responsible for any expense
incurred for the use of such facilities.
Time consumed by heating at consignor's site of pick up and/or consignee's
site of delivery shall be considered as loading and/or unloading time and
shall be charged for as provided in Provision No. 4.
All charges set forth in this provision shall be in addition to all other
lawful charges assessed against the shipment.
16. OVERNIGHT AND WEEKEND LAYOVER
OVERNIGHT
(a) When Carrier's vehicle arrives at point of loading, unloading, stop-off
and/or final destination between 8:00 a.m. and 5:00 p.m. on a day between
Monday and Friday, inclusive or on Saturday or Sunday if so requested by Dow
or consignee, and Dow or consignee cannot complete loading and/or unloading
on the date of arrival, the time the vehicle is detained between 8:00 a.m.
<PAGE>
Page: AI-8 Date: 02/28/95
Dow:
Carrier: Chemical Leaman
and 5:00 p.m., or the time the driver is released if later than 5:00 p.m.,
will be charged for according to the terms of Provision No. 4. If the
vehicle (tractor and/or trailer) is detained until 8:00 a.m. the following
morning at such point, or in the vicinity thereof, and the driver is not
required to remain on duty, the terms or Provision No. 4 will not apply from
5:00 p.m. until 8:00 a.m. the following morning and in lieu therof, the
charges in the S.A.C. for Single Driver or Sleeper Team for each overnight
layover will apply.
If the vehicle (tractor and/or trailer) is further detained, charges
outlined above or in paragraph (b) below, as applicable, will be the same as
if the vehicle had just arrived, except that no time without charge as
provided for in the terms of Provision No. 4 will apply.
WEEKEND LAYOVERS
(b) When Carrier's Vehicle arrives at point of loading, unloading, stop-off
and/or final destination between 8:00 a.m. and 5:00 p.m. on a Friday, and
Dow or consignee cannot complete loading and/or unloading on the day of
arrival, the time the vehicle is detained between 8:00 a.m. and 5:00 p.m.,
or the time the driver is released if later than 5:00 p.m., will be charged
according to the terms of Provision No. 4 If the vehicle (tractor and/or
trailer) is detained over the weekend until 8:00 a.m. Monday at such point,
or in the vicinity thereof, and the driver is not required to remain on
duty, the terms of Provision No. 4 will not apply from 5:00 p.m. on Friday,
or the time the driver was released if later than 5:00 p.m. until 8:00 a.m.
Monday morning and, in lieu thereof, the charges in the S.A.C. for Single
Driver or Sleeper Team for such weekend layover will apply.
If the vehicle (tractor and/or trailer) is further detained, charges
outlined in paragraph (a) will apply the same as if the vehicle had just
arrived, except that time without charge as provided for in Provision No. 4
will apply.
When Carrier's vehicle arrives at point of loading, unloading, stop-off
and/or final destination at a time other than between 8:00 a.m. and 5:00
p.m. and, when due to compliance with Dow and/or consignee instructions, a
layover is required to complete loading and/or unloading, charges for
detention time after 5:00 p.m. as provided in paragraph (a) and (b) above,
whichever applies will be applicable.
17. SERVICE PERFORMANCE
The Dow - Carrier Quality Team will review and assess the performance of the
Carrier. Joint recommendations will be made to the Carrier to enhance the
level of service provided to Dow. The joint Quality Team will meet a minimum
of four (4) times per year, unless it is mutually agreed to increase or
decrease the number of meetings required. The Carrier will be managing
service levels with Dow using the Carrier Self-reporting mechanism set up by
Dow.
<PAGE>
Page: AI-9 Date: 02/28/95
Dow:
Carrier: Chemical Leaman
18. CLEANING AND WASTE DISPOSAL
Carrier warrants that he will perform all duties of a "generator" as
identified by the EPA in 40 CRF 260.10 and that any cleaning facilities used
will meet all Resource Conservation and Recovery Act requirements.
19. DRUMMING FROM TANK TRAILERS
Carrier will not off-load hazardous materials (as defined by DOT) from
trailers into drums. If consignee should request Carrier to do this, Carrier
shall refuse and notify Dow of same. Products designated as combustible are
exempt from this policy.
20. CURRENCY
Freight rates and/or charges applicable under the terms or Provisions of
this Contract shall be states and payable in both U.S. and Canadian funds
only, as defined in Appendix 2.
21. ALTERNATION OF RATES
In Appendix II, where there is a conflict between tabular rates (mileage
based) and point-to-point commodity rates, the rate that produces the lowest
line haul transportation charge will apply.
When shipments to, from, and between the United States and Canada are
tendered and when there is a Dow Canada and a Dow U.S.A. contract, then the
lowest contract freight rate in either contract will apply on either a
prepaid or collect basis and the payment will be in U.S. fund only.
22. ARBITRATION
If any disputes or differences in interpretation arise other than provided
under Provisions 1 through 21 above, such disputes will be resolved by
negotiations between the two parties or by a mutually agreed upon
arbitrator.
<PAGE>
Page: SAC-1 Date: 03/14/97
Dow:
Carrier: Chemical Leaman
DOW CHEMICAL CANADA
UNIFORM BULK MOTOR CARRIER CONTRACT
STANDARD ACCESSORIAL CHART
PROVISION (NO.) CHARGE
DETENTION (4) Zero free time is allowed unless otherwise
specified. Detention @ $8.00 per 1/4 hour
increment or fraction thereof (billed in
monthly statements)
CANCELLED VEHICLE (5) $190 cad $140 usd
DIVERSION/RECONSIGNMENT (6) $50 cad $35 usd
REJECTED SHIPMENTS (8) $2.20 cad/loaded mile $1.65 usd/loaded mile
SPOTTING FOR LINE HAUL $150 cad flat $140 usd flat
MOVEMENTS (9) $1.95 cad/mile $1.46 usd/mile
$70 cad minimum $55 usd minimum
SPOTTING FOR STORAGE (9) DETERMINED BY LOCAL CONTRACT
TERMS AND CHARGES AS LISTED IN
APPENDIX II
SUNDAY AND HOLIDAYS (10) $230 cad $230 usd
STOP-OFF INTRANSIT (11) $60 cad $45 usd
o Denotes Change
<PAGE>
Page: SAC-2 Date: 03/14/97
Dow:
Carrier: Chemical Leaman
DOW CHEMICAL CANADA
UNIFORM BULK MOTOR CARRIER CONTRACT
STANDARD ACCESSORIAL CHART
<TABLE>
<CAPTION>
PROVISION (NO.) CHARGE
- --------------- ------
<S> <C> <C>
ACCESSORIAL AND EMERGENCY $60 cad/hour $45 usd/hour
SERVICE (13) SUNDAY AND HOLIDAYS; 8 HOURS MINIMUM
OTHER DAYS; 4 HOURS MINIMUM
ASSISTANCE FROM OR EVACU- $7 cad or $5 usd FOR EACH 15 MINUTE PERIOD
ATION OF POWER VEHICLE WILL BE ASSESSED IF SECOND DRIVER IS
BY SECOND DRIVER: REQUIRED TO ASSIST IN LOADING/
LOADING/UNLOADING (13A) UNLOADING OR EVACUATE FROM HIS UNIT
TANK CLEANING AND Caustic Soda $175 cad $125 usd
HEEL DISPOSAL (14) Latex $185 cad
Other $150 cad
Glycol $180 cad
Dry Bulk Conversion $250 cad
Wash
SPECIAL EQUIPMENT A. tractor: $60 cad $45 usd
AND SERVICE (15) tractor and trailer: $110 cad $85 usd
B. heating: $60 cad/hr $45 usd/hr
$15 cad/1/4hr $11.25 usd/1/4 hr
OVERNIGHT AND $210 cad SINGLE DRIVER -OVERNIGHT
WEEKEND LAYOVERS (16) $290 cad SLEEPER TEAM -OVERNIGHT
$630 cad SINGLE DRIVER -WEEKEND
$1,760 cad SLEEPER TEAM -WEEKEND
$200 usd SINGLE DRIVER -OVERNIGHT
$275 usd SLEEPER TEAM -OVERNIGHT
$600 usd SINGLE DRIVER -WEEKEND
$1,760 usd SLEEPER TEAM -WEEKEND
</TABLE>
o Denotes Change
<PAGE>
Page: SAC-3 Date: 03/14/97
Dow:
Carrier: Chemical Leaman
DOW CHEMICAL CANADA
UNIFORM BULK MOTOR CARRIER CONTRACT
STANDARD ACCESSORIAL CHART
<TABLE>
<CAPTION>
PROVISION (NO.) CHARGE
- --------------- ------
<S> <C>
o SCHEDULE OF MINIMUM These minimum charges apply to all linehaul rates
CHARGES(minimum charge contained in this Agreement.
is based on the Rand McNally
Milemaker miles from origin to One-Way Billed Minimum
destination for each shipment). Miles/Shipment Charge/Shipment
-------------- ---------------
0 - 10 $210
11 - 25 250
26 - 50 290
51 - 75 300
76 - 100 375
101 - 125 433
126 - 150 480
151 - 175 515
176 - 200 575
201 - 225 585
</TABLE>
o Denotes Change
<PAGE>
Page: II-1(MIS) Date: 03/14/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Accessorial Charges: Rules not specified in Dow S.A.C. provision shall default
to CLEA 100 Accessorials.
ALL RATES NOT BROUGHT FORWARD ARE HEREBY CANCELED
Item 100
- --------
Origin: Brampton, ON, Cornwall, ON, Corunna, ON, Hamilton, ON, Sarnia, ON,
Thunder Bay, ON, Montreal, PQ, Trois Rivieres, PQ, and Varennes, PQ
Commodity: Liquid Commodities in MC-307, non-dedicated, reloadable trailers
<TABLE>
<CAPTION>
Destination Rate/Mile + Flat/Charge
----------- --------- -----------
<S> <C> <C> <C> <C>
02:0200 LA, TX $ 1.50 + -$128
02:0201 Houston, TX (within 100 miles) 1.50 -128
02:0202 Dallas, TX (within 100 miles) 1.78 + -128
02:0203 AL, AR, CT, DE, FL, GA, IL, KY, 2.15 + -128
KS, MD, MA, MS, NC, NJ, NY, OH,
PA, RI, SC, TN, VA, WV
02:0204 AZ, IA, ME, NM, OK 2.52 + -128
02:0205 CA 2.22 + -128
02:0206 IN, MN 2.76 + -128
02:0207 CO, WY 3.06 + -128
02:0208 ID, MT, NE, OR, VT, WA 3.02 + -128
02:0209 NV 2.63 + -128
02:0210 NH, WI, MO 2.32 + -128
02:0211 ND 3.00 + -128
02:0212 VT 2.23 + -128
</TABLE>
Item 200
- --------
Origin: Brampton, ON, Cornwall, ON, Corunna, ON, Hamilton, ON, Sarnia, ON,
Thunder Bay, ON, Montreal, PQ, Trois Rivieres, PQ, and Varennes, PQ
Commodity: Liquid or Dry commodities in dedicated trailers
Destination: Points in the U.S.
Miles Flat Charge Rate/Mile
----- ----------- ---------
02:0220 0-130 (Multiple loads only) $ -34 $ 2.68
02:0223 0-149 -18 3.15
150 & Over -13 3.05
o Denotes Change
<PAGE>
Page: II-2(MIS) Date: 03/14/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Accessorial Charges: Rules not specified in Dow S.A.C. provision shall default
to CLEA 100 Accessorials.
Item 300 02:0224
- --------
Origin: Points in Canada
Commodity: Liquid Commodities in ISO containers
Destination: Points in the U.S.
o Spotting $24 usd per day per container
Charge: $15 usd per day per chassis
Rates applicable 7 days per week.
o Denotes Change
<PAGE>
Page: II-1(SAR) Date: 03/14/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Accessorial Charges: Rules not specified in Dow S.A.C. provision shall default
to CLEA 100 Accessorials.
ALL RATES NOT BROUGHT FORWARD ARE HEREBY CANCELED
Item 100
- --------
Origin: Sarnia, ON
Commodity: Liquid Latex in MC-307, dedicated, single compartment trailers
Destination Flat Charge Rate/Mile
----------- ----------- ---------
02:2201 Hannibal, MO $ -128 $ 2.75
02:2202 St. Louis, MO -128 2.75
Item 200 02:2203
- --------
Origin: Sarnia, ON
Destination: Channahon, IL
Commodity: Liquid Styrene Monomer in single compartment trailers
Rate: $1,134/shipment
<PAGE>
Page: II-1(VAR) Date: 03/14/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Accessorial Charges: Rules not specified in Dow S.A.C. provision shall default
to CLEA 100 Accessorials.
ALL RATES NOT BROUGHT FORWARD ARE HEREBY CANCELED
Item 100 04:0400
- --------
Origin: Varennes, PQ
Commodity: Liquid Latex in single compartment trailers
Destination: Potsdam, NY
Rate: $568/shipment
Detention Free Time: 1 hour for loading; 2 hours for unloading
is included in rate
Item 200 04:0402
- --------
Origin: Varennes, PQ
Commodity: Liquid Latex in MC-307, non-dedicated, single compartment
tandem trailers
Destination: Madawaska, ME
Rate: $2.75 usd per loaded mile
Detention Free Time: 1 hour for loading; 2 hours for unloading
is included in rate
Item 300 04:0401
- --------
Origin: Varennes, PQ
Commodity: Liquid Latex in dedicated, single compartment tri-axle trailers
Destination: Madawaska, ME
Rate: $3.30 usd per loaded mile
Detention Free Time: 1 hour for loading; 2 hours for unloading
is included in rate
<PAGE>
FOR INTERNAL DISTRIBUTION
Dow Chemical Canada contract #4630-0201 hereby cancels contract #4800-0400 &
#4630-0200, any rates not brought forward are canceled.
<PAGE>
Page: 1 Date: 09/22/95
Dow:
Carrier: Chemical Leaman
UNIFORM BULK MOTOR CARRIER CONTRACT
This is a Contract to provide for international, interprovincial and
intraprovincial, where applicable, motor carrier transportation of various
cargoes between or among various geographic points, dated the 28th day of
February 1995, by and between Chemical Leaman Tank Lines, Incorporated
(hereinafter "Carrier") and Dow Chemical Canada Incorporated (hereinafter
"Dow").
Dow is a diversified manufacturer of basic chemicals, plastics, specialty
products and services and has a need for transportation service in the
furtherance of its business. Carrier is a motor carrier desirous of providing
transportation service to Dow.
Therefore, in consideration of the premises, covenants and agreements contained
herein, the parties agree as follows:
1. Pursuant to this non-exclusive transportation Contract Dow agrees to tender
not less than twelve (12) shipments per year to Carrier for transportation
and delivery as directed by Dow's Shipping Order/Bill of Lading which will
accompany each tender, provided that if Carrier is unable to accomplish such
transportation in whole or in part, Dow may make such shipments via other
arrangements.
2. Carrier shall receive from Dow such quantities of goods as may be tendered
for transportation from time to time, and Carrier shall make all reasonable
effort to have the required equipment available, with trailer exteriors and
interiors clean and presentable as befits a Dow quality load. Carrier will
provide, as requested, a general list of all Carrier controlled or
commercial cleaning locations where trailers have been cleaned after
transporting Dow produced or purchased products.
3. Carrier shall transport and carry the goods without delay caused by anything
in Carrier's control. Any and all occurrences which would be probable or
certain cause for delay of delivery shall be immediately communicated to Dow
by Carrier. In addition, Carrier will furnish when its capabilities are
developed, via electronic data interchange, periodic transmissions of data
elements of each Dow shipment and receipt in format specified by the United
States Electronic Data Interchange Standards published by the Transportation
Data Coordinating Committee, as well as similar data elements for automated
payment of freight bills.
4. Dow agrees to pay Carrier, as compensation for such transportation, the
rates and charges shown in Appendices I and II to this Contract. All changes
must be
<PAGE>
Page: 2 Date: 09/22/95
Dow:
Carrier: Chemical Leaman
approved in writing by both parties. All rates will apply to both prepaid
and collect shipments. In the event that the consignee also has a contract
rate in effect with the Carrier and the shipment is tendered on a "freight
collect" basis, the consignee's contract rate will apply in lieu of rates
included in this Contract. If, on collect shipments, consignee fails to pay
Carrier's freight bills after Carrier has made a conscientious effort to
collect, Dow will pay such freight bills, provided Carrier furnishes proof
of efforts to collect from consignee.
5. Carrier personnel (including driving personnel, whether employees of Carrier
or of Carrier's agents known as "fleet operators" or "leased operators")
will comply with all plant rules and regulations while on Dow's or
consignee's plant premises. Carrier shall inform all of its employees and
personnel who may come onto such premises of this requirement. Any Carrier
employee or person who does not comply with all plant rules and regulations
may be summarily rejected and directed to immediately leave the premises at
the exclusive risk and expense of the Carrier. Carrier agrees to utilize
adequate motor truck equipment and qualified personnel for performance of
its obligations under this Contract, an to operate its business at all times
in compliance with all applicable federal, state, and local laws, rules, and
regulations. Worker's Compensation Insurance for Carrier's drivers or
operators, if required, shall be obtained and maintained at the exclusive
cost and risk of Carrier.
6. Carrier shall comply with the financial responsibility requirements of the
appropriate federal and provincial regulatory agency through which the
Carrier operates.
Carrier shall procure and maintain, at the expense of the Carrier, liability
insurance with a reputable and financially responsible insurance carrier
properly insuring Carrier against liabilities and claims (a) for injuries to
persons (including injuries resulting in death) and damage to property, in
an amount, in the case of each casualty, of not less than $5,000,000 cad;
and (b) for loss of or damage to freight, in an amount not less than
$250,000 cad with respect to each shipment. Carrier shall have his insurance
carrier(s) furnish directly to Dow or its contractor certificates that such
coverage is in effect, and will instruct carrier to directly notify Dow or
its contractor if coverage is cancelled or changed.
7. Carrier shall indemnify, defend, and hold Dow, its employees and agents
harmless from claims, demands and causes of action asserted against Dow, its
employees or agents, by any other person (including without limitation
Carrier's and Dow's employees) for personal injury or death or for loss of
or damage to property and resulting from the willful or negligent acts or
omissions of Carrier. Dow shall indemnify, defend, and hold Carrier, its
employees, agents, and subcontractors harmless from claims, demands, and
causes of action asserted against Carrier, its employees, agents, or
subcontractors by any other person (including without limitation Dow's and
Carrier's employees) for personal injury or death or for loss of or damage
to property and resulting from the willful or negligent acts or omissions of
Dow. Where personal injury, death, or loss of or damage to property is the
result of the joint negligence or misconduct of Dow and Carrier, the parties
expressly agree to indemnify each other in proportion to its share of such
joint negligence or misconduct.
<PAGE>
Page: 3 Date: 09/22/95
Dow:
Carrier: Chemical Leaman
8. Carrier assumes complete responsibility and liability regardless of the
fault of any person for all loss of, or damage to, goods transported
hereunder, except where caused in whole or in part by Dow's negligence or
acts of God in which Carrier had no contributory negligence. In those cases
Dow will assume responsibility and liability for only that portion of the
loss or damage caused by Dow's negligence and Carrier shall be liable for
the remainder. Carrier's responsibility for damage or loss to goods
transported shall commence from the time of acceptance at the shipping point
until delivery at the proper destination in accordance with Dow's written
instructions.
In the event of loss or damage during transit, except as limited in this
paragraph above, Carrier shall pay Dow the full value of the lost or damaged
goods plus any and all additional transportation costs. Value of the lost or
damaged goods shall be determined by type of sale in the following manner:
Trade Sale: Dow will provide Carrier with invoice documentation.
Non-Trade Sale: Value will be determined as reported weekly in the Chemical
Marketing Reporter or Dow's Price Book if the product(s) is not covered
specifically in the Chemical Marketing Reporter.
When used in this Contract, "shipping point" means the place where the goods
or cargo are tendered by Dow to the custody of Carrier or Carrier's agent
for transportation.
For all shipments rated under this agreement, no claims for overcharges or
undercharges will be made by either party after one (1) year from date of
shipment.
9. Any assignment of any benefit or obligation of this Contract, in whole or in
part, by either party, without the prior express written consent of the
other party, shall be void and of no effect.
10. This Contract shall become effective upon the date of the permit (if one is
issued) by the appropriate federal or provincial agency, or the last date in
the signatory provision below, whichever is later, and shall continue for
one (1) year and thereafter from year to year unless:
(a) cancelled by either party at any time upon thirty (30) days' written
notice to the other party at the address stated below; or
(b) Carrier's loss or revocation of authority (for any reason) by any
federal or provincial regulatory body having jurisdiction over Carrier's
operation, and/or cancellation of Carrier's insurance policy, in which case
this Contract can be terminated immediately; or
(c) Cancelled by either party upon material breach by the other party of any
obligation contained herein.
Carrier should give Dow immediate notice of the occurrence of any event
covered by subsection (b). The obligation contained in paragraphs 7, 8 and
15 shall survive termination of this Agreement.
<PAGE>
Page: 4 Date: 09/22/95
Dow:
Carrier: Chemical Leaman
11. Any notices or correspondence in reference to this Contract should be sent
via Canada Post, postage prepaid:
to Carrier at: Chemical Leaman Tank Lines, Incorporated
P.O. Box 734
34 Vinemont Drive
Fonthill, Ontario, Canada
L0S 1E0
Attn: Mr. Wolfgang Liebscher
to Dow at: Dow Chemical Canada Incorporated
Transportation & Logistics Services Purchasing
1425 Vidal Street South, P.O. Box 3030
Sarnia, Ontario, Canada
N7T 7M1
Attn: Sharon Harding, Motor Carrier Supply Manager
Phone: 519-339-3453
Fax: 519-339-5112
12. Carrier shall be an independent contractor under this Contract and shall
assume all of the rights, obligations and liabilities applicable to it as
such. Neither Carrier nor any of its employees or agents shall be considered
an employee of Dow, nor shall any partnership, co-venture or joint-employer
relationship be created by virtue of this Contract or of its performance. No
prior course of dealing or performance between Carrier and Dow shall modify
Carrier's status under this Contract as an independent contractor.
13. Dow agrees to pay all uncontested charges within thirty (30) days after
receipt of the freight invoice through Dow's payment department or payment
agent.
14. This Contract is governed by the laws of the Province of Ontario for general
contract matters.
15. Carrier agrees to keep secret all Dow technical and business information
which it has received or may receive and not to reveal or to divulge such
information to third parties or to use, or to publish it in any manner
whatsoever without obtaining Dow's prior written approval; provided,
however, that Carrier shall not be bound to keep secret any such information
which (a) was known to Carrier prior to the date of the Contract from
sources other than Dow, or (b) which is or becomes available to the public
without fault on Carrier's part, or (c) which is disclosed to Carrier by a
party not related, directly or indirectly, to Dow, who has rightful claim to
such information. Carrier shall only use Dow technical and business
information to provide the services required under this Contract.
16. This Contract states the entire agreement between the parties and there are
no other agreements or understandings whatsoever, expressed or implied.
<PAGE>
Page: 5 Date: 09/22/95
Dow:
Carrier: Chemical Leaman
Amendments or modifications to this Contract must be made in writing,
identified as an amendment or modification and signed by both Dow and
Carrier. Any term or provision in any prior or subsequent writing to the
date of this Contract which is in conflict with any term or provision of
this Contract is objected to and rejected.
17. Should any provision of this Contract be determined by competent public
authority or court to be invalid or unenforceable, then such invalid or
unenforceable provision shall be severed from this Contract without effect
on the validity of the remaining provisions.
18. If Carrier accepts instructions from a non-Dow party or consignee, all
resultant, legitimate charges will be billed by Carrier to the party causing
the charge to occur.
19. In cases whereby Carrier is in a single source position, a policy that does
not allow Carrier to turn down requests for transportation of goods is in
effect. Carrier will have to make arrangements with other Dow approved
carriers for the transportation of all goods from the location where Carrier
is the only designated carrier.
The services provided by carrier hereunder are designed to meet the distinct
needs of Dow.
In Witness Whereof, the parties have executed this Contract on the date shown
below.
Chemical Leaman Tank Lines, Incorporated Dow Chemical Canada Incorporated
/s/ __[Illegible]______________________ /s/ Sharon Harding
NAME: _________________________________ NAME: Sharon Harding
TITLE: ________________________________ TITLE: Motor Carrier Supply Manager
DATE: _____10/05/95____________________ DATE: September 22, 1995
<PAGE>
Page: AI-1 Date 02/28/95
Dow:
Carrier: Chemical Leaman
Customer Dow Canada
Contract # 4800
Addendum I. D. 00BP
P/C/O P/C
Eff. Date 02-28-95
Ins S/C Backout Yes___ No___
APPENDIX I
----------
BULK
----
ADDITIONAL CONTRACT PROVISIONS
1. COMMON CARRIER SERVICE NOT EXCLUDED
The normal operations of Carrier as a motor Common Carrier shall not be
affected by this Contract, nor shall Carrier be precluded from performing
transportation services for Dow as a Common Carrier in connection with
transportation services outside the scope of this Contract.
2. COMPUTATION OF MILEAGE
Distances between all points shall be based upon Rand McNally MILEMAKER
System as determined from the Household Goods Carriers' Bureau Mileage Guide
No. 14 or reissues thereof.
3. CONDITION OF TANKS TENDERED FOR LOADING
Carrier will supply "clean, dry, and free of contaminating odor" tank
equipment of the type needed for the product involved. Pumps and hoses must
be free of contaminants, and hose ends (when not in use) must be protected
from contamination.
4. DETENTION
(a) Except as otherwise more specifically provided for in Appendix II of
this Contract, two hours for loading without charge at any Dow or Dow
designated location and two hours for unloading without charge at any
consignee's location will be allowed.
(b) A charge (see Standard Accessorial Chart (hereinafter "S.A.C.")) for
each hour or fraction thereof shall be assessed for the time Carrier's
equipment is detained through no fault of the Carrier to complete the
act of loading or unloading after the expiration of the times for these
acts as specified in paragraph (a) of this Provision.
(c) Any detention charge is not to exceed the amount as stated in the S.A.C.
for any given 24 hour period.
(d) If Dow causes the detention, Dow will pay. If consignee causes the
detention, Carrier will bill the consignee. On stop-off shipments
Carrier will bill the Dow shipping location for all unloading detention
on a separate involce.
<PAGE>
Page: AI-2 Date 02/28/95
Dow:
Carrier: Chemical Leaman
(e) Time for loading is to be computed from the time of arrival of Carrier's
equipment at the Dow scales to the time of departure from Dow's scales.
Time for unloading is to be computed from the time of arrival of
Carrier's equipment at any consignee's gate to the time of departure
from consignee's gate.
5. CANCELLED VEHICLES
Except as otherwise provided (see Exception), when a tractor-trailer unit is
ordered by Dow and such order is subsequently cancelled or postponed by Dow
after the vehicle has been dispatched from the Carrier's terminal, the
charges in the S.A.C. will apply. In addition, the terms of Provision No. 4
will apply, except that no time without charge shall be allowed.
Exception: When the vehicle ordered is subsequently cancelled for the
shipment of the commodity for which it was specifically ordered,
but such vehicle is used in the shipment of the same commodity to
a different destination, or is used in a shipment of a different
commodity to the same destination or a different destination, the
terms of this Provision will not apply if the vehicle, as
presented, is acceptable for loading without cleaning, and if the
vehicle is of an acceptable capacity to Dow. Furthermore, if
cancellation is communicated to Carricr more than two hours prior
to scheduled departure, this Provision does not apply.
6. DIVERSION OR RECONSIGNMENT
Shipments moving on rates named in this Contract may be diverted or
reconsigned in transit or at billed destination, subject to the following
conditions:
(a) The term "Diversion or Reconsignment" means a change in the name of
consignee and/or destination of the entire shipment, or any other
instructions given to the Carrier requiring an addition to, or change
in, billing necessary to effect delivery or involving an additional
movement of equipment.
(b) On shipments diverted or reconsigned to a place of unloading within the
corporate limits of the municipality to which the shipment was
originally consigned, the applicable rate from point of origin to
destination will apply, in addition to the charge provided in the S.A.C.
(c) On a shipment diverted or reconsigned to a place of unloading not within
the corporate limits of the municipality to which the shipment was
originally consigned, the applicable rates (see Exception) shall be
determined from mileage tables herein based on the mileage from point of
origin to final destination over the route of actual movement as per
Dows' instruction computed in accordance with Provision No. 2, and will
apply in addition to the charges provided in the S.A.C.
<PAGE>
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Dow:
Carrier: Chemical Leaman
Exception: When point of diversion or reconsignment is on the most
direct highway route and is intermediate to the final
destination, the rate to the final destination will apply.
(d) On such movements, freight charges will be computed on the actual loaded
movement miles.
(e) The charge, (see S.A.C.) for each diversion or reconsignment. is in
addition to all other applicable charges. This charge will be billed to
company requesting diversion or reconsignment.
(f) Time consumed in waiting for orders under this provision will be
considered part of unloading time, and detention charges will be
assessed as provided in Provision No. 4 above, if time without charge
has elapsed.
(g) A request for diversion or reconsignment must be made or confirmed in
writing by the shipper. (Preferably with an amended bill of lading or
shipping notice being presented to the Carrier.)
7. HOSE
When hose is required or requested to effect either pickup or delivery, or
both, of a single shipment, then either a two, three, or four inch inside
diameter hose length(s) will be provided. All hoses will be provided without
charge.
8. REJECTED SHIPMENTS
If, for any reason not ascribable to the Carrier or its personnel, a
shipment is rejected by the consignee at destination, notification to Dow
shall be given in writing, telephone, or telegraph, requesting disposition.
The charges to be applied on such rejected, returned shipments shall be in
accordance with the S.A.C. as applied to the outbound shipment rates as
published from the original point of origin to the original point of
destination on the date of the returned shipment and shall be based on the
actual weight of the product returned. Time consumed waiting for orders
under this provision will be considered as part of unloading time, and
detention charges will be assessed in accordance with Provision No. 4.
9 SPOTTING NON-POOLED SEMI-TRAILERS FOR LINE HAUL MOVEMENTS OR STORAGE
(a) Except as otherwise provided, when, for Dow's convenience, Carrier is
requested or required to place and leave a single semi-tank trailer on
the premises of Dow, or any other practical site they may designate for
the purpose of loading or unloading for a line haul movement a charge in
accordance with the S.A.C. for each 24 hour period or fraction thereof
will apply.
(b) An allowance of one (1) hour without charge for spotting and one (1)
hour without charge for pickup will be allowed (see Provision No. 4).
<PAGE>
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Dow:
Carrier: Chemical Leaman
(c) When, in connection with such spotting, it becomes necessary to move
tractor(s) without semi-trailers, the charges in the S.A.C. will apply
covering the movement of such tractor(s) for the miles travelled from
and the miles travelled to return to the Carrier's terminal from which
the tractor(s) was(were) dispatched.
(d) When spotting is for the purpose of storage, the conditions and charges
will be negotiated on a local basis and shown in Appendix II for that
site location.
(e) Carrier agrees that Dow may move Carrier's trailers within Dow's
premises; however, Dow will be responsible for any damage incurred to
trailers during such movement.
(f) Dow will be liable for tank cleaning charge as provided in the S.A.C.,
if applicable, when trailer is released from spotting.
10. SUNDAY AND HOLIDAY SHIPMENTS
If Carrier is required by Dow to load, pick-up, unload, or actually deliver
on a Sunday or Holiday, the charge in the SAC will apply on a per unit
basis.
The intent is to compensate Carrier for "call-out" of local drivers to
perform this work. The charge does not apply if the shipment is enroute over
a Sunday or Holiday, but is loaded or unloaded (picked up or delivered) on
any other day.
The term "holiday" is hereby defined to include the following days or the
day on which they are celebrated:
New Year's Day Canada Day Thanksgiving Day
Good Friday St. Jean Baptiste (PQ only) Christmas Day
Victoria Day Civic Holiday (ON only) Labour Day
Carrier reserves the right to perform service on Sundays and Holidays (not
requested, but consented to, by shipper upon Carrier's request) for
operating reasons, in which case extra charges herein do not apply.
11. STOP-OFF IN TRANSIT TO COMPLETE LOADING AND/OR FOR PARTIAL DELIVERY
(a) Except as otherwise provided, shipments may be stopped in transit to
complete loading and/or partial delivery.
(b) A shipment loaded at two or more places within the corporate limits of a
single point of origin and/or delivered to two or more places within the
corporate limits of a single destination, shall be considered as being
stopped in transit to complete loading and/or partial delivery under the
conditions of this provision.
(c) A shipment stopped in transit for partial delivery may be delivered to
two or more consignees within the corporate limits of a single
destination or may be delivered to two or more consignees at two or more
destinations.
<PAGE>
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Dow:
Carrier: Chemical Leaman
(d) To determine the mileage on shipments loaded at two or more places
within the corporate limits of a single point of origin and/or delivered
to two or more places within the corporate limits of a single
destination, except as otherwise provided, see paragraph (f) of this
provision.
(e) To determine the mileage on shipments loaded at two or more places which
are not all within the corporate limits of a single point and/or
delivered to two or more places which are not all within the corporate
limits of a single destination, except as otherwise provided, see
paragraph (f) of this Provision.
(f) To determine the applicable mileages for shipments made in paragraphs
(d) and (e) of this provision, the Rand McNally MILEMAKER will apply and
shall start at the point of loading and include the miles travelled by
the vehicle via all stop-in-transit points to final destination or to
the point at which the vehicle discharges the last portion of its cargo.
Mileages so computed shall be used to determine the applicable rate for
the entire shipment and shall apply on the number of gallons or pounds
of commodity loaded at origin, subject to the minimums provided herein.
(g) In addition to all other lawful charges, an additional stop-off charge,
as stated in the S.A.C., will apply. Such charge shall not be assessed
at the origin or final destination.
(h) Aggregate total loading or unloading times will be charged for in
accordance with Provision No. 4.
12. WEIGHING VEHICLES
Unless otherwise provided, freight charges shall, at Dow's option, be based
on one of the following methods of weight determination:
(a) The description of the commodity and the weight of the shipment shall be
shown by Dow on the shipping order or bill of lading.
(b) Dow shall show on shipping order or bill of lading the specific gravity
at temperature loaded.
(c) Dow shall show on shipping order or bill of lading the weight per gallon
at temperature loaded.
(d) the party which requests independent weighing of a shipment should pay
weighing charge and all ensuing charges related to time and distance.
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Dow:
Carrier: Chemical Leaman
Time consumed in weighing vehicle, before or after loading, or both, at the
point of shipment, shall be considered as part of time for loading and
subject to charges set forth in Provision No. 4.
Time consumed in weighing vehicle, before or after unloading, or both, at
the point of destination, shall be considered as time for unloading and
subject to charges and other provisions as set forth in Provision No. 4.
Carrier shall provide Dow and/or consignee with a calibration chart for the
trailer utilized.
13. ACCESSORIAL AND EMERGENCY SERVICES
Accessorial and emergency service will be provided, if practicable, and such
service charges shall be in accordance with the S.A.C.
On Sundays and Holidays, time shall begin when Carrier's equipment leaves
Carrier's terminal and continue until equipment is returned to the Carrier's
terminal from which dispatched. Weekdays tune will be computed Dow gate to
gate. Any delay directly attributable to the Carrier will be subtracted from
the total time. Time of equipment departure and arrival at the terminal will
be indicated on the bill of lading or freight bill for each shipment.
13A. ASSISTANCE FROM OR EVACUATION OF POWER VEHICLE BY SECOND DRIVER -
LOADING/UNLOADING
When a two-person sleeper team is required to handle a shipment and Dow or
the consignee requires the second person to assist in loading and/or
unloading or to evacuate the power vehicle a charge (see the S.A.C.) will
apply. Time to be computed from the time the Carrier's equipment arrives at
the loading or unloading gate until the time the Carrier's equipment departs
from the loading or unloading gate.
Charges set forth in the S.A.C. will be in addition to all other applicable
charges and shall be paid by the party requesting this service.
14. TANK CLEANING AND HEEL DISPOSAL
When Carrier is requested to furnish a trailer for the transportation of
products, which, because of its inherent nature requires cleaning and
waste disposal before the trailer can be returned to service, the charges
set forth in the S.A.C. will apply on the initial loading. These charges are
in addition to all other lawful charges assessed against the shipment.
Charges shall not be made on subsequent loading of the same trailer so long
as said trailer remains continuously in the exclusive use of the same
consignor, unless such consignor requests that the trailer be cleaned after
delivery of any of these loadings, in which case the applicable additional
charges shall be applied on the next loading of these products following
such requested cleaning.
<PAGE>
Page: AI-7 Date 02/28/95
Dow:
Carrier: Chemical Leaman
When two or more products are shipped at one time in a compartmented
trailer, the applicable cleaning charge will be the highest applicable
charge on any product in the trailer.
15. SPECIAL EQUIPMENT AND SERVICE
When special equipment as listed below is required or requested by the
consignor or consignee prior to movement of the shipment, such equipment, if
available, will be furnished by Carrier subject to charges in the S.A.C. Air
Blowers, Air Compressors, Air Dryers, Nozzles, and Pumps will be provided,
as requested, without charge.
(a) Heating-in-transit Service: Except as otherwise provided, Carrier will,
upon request of consignor or consignee, furnish, if available, a trailer
and/or tractor equipped with a controlled heating-in-transit system
subject to the charges in the S.A.C.
(b) Heating Service: When, upon request, of consignor or consignee, a
shipment is stopped in transit for the purpose of heating the lading by
steam or any other means, the charges in the S.A.C will apply.
Carrier will apply heat for the length of time prescribed by the
consignor or consignee. Heating time will be deemed to start at the time
heat is applied to the lading and shall end when the heat is removed.
It shall be the responsibility of the consignor or consignee to make
arrangements for the use of steam and other heating facilities at its
own expense, although Carrier will, if requested, attempt to locate such
facilities and make arrangements for their use provided, however, that
the consignor or consignee shall agree to be responsible for any expense
incurred for the use of such facilities.
Time consumed by heating at consignor's site of pick up and/or
consignee's site of delivery shall be considered as loading and/or
unloading time and shall be charged for as provided in Provision No. 4.
All charges set forth in this provision shall be in addition to all other lawful
charges assessed against the shipment.
16. OVERNIGHT AND WEEKEND LAYOVER
OVERNIGHT
(a) When Carrier's vehicle arrives at point of loading, unloading, stop-off
and/or final destination between 8:00 a.m. and 5:00 p.m. on a day
between Monday and Friday, inclusive or on Saturday or Sunday if so
requested by Dow or consignee, and Dow or consignee cannot complete
loading and/or unloading on the date of arrival, the time the vehicle is
detained between
<PAGE>
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Dow:
Carrier: Chemical Leaman
8:00 a.m. and 5:00 p.m., or the time the driver is released if later
than 5:00 p.m., will be charged for according to the terms of Provision
No. 4. If the vehicle (tractor and/or trailer) is detained until 8:00
a.m. the following morning at such point, or in the vicinity thereof,
and the driver is not required to remain on duty, the terms of Provision
No. 4 will not apply from 5:00 p.m. until 8:00 a.m. the following
morning and in lieu thereof, the charges in the S.A.C. for Single Driver
or Sleeper Team for each overnight layover will apply.
If the vehicle (tractor and/or trailer) is further detained, charges
outlined above or in paragraph (b) below, as applicable, will be the
same as if the vehicle had just arrived, except that no time without
charge as provided for in the terms of Provision No. 4 will apply.
WEEKEND LAYOVERS
(b) When Carricr's vehicle arrives at point of loading, unloading, stop-off
and/or final destination between 8:00 a.m. and 5:00 p.m. on a Friday,
and Dow or consignee cannot complete loading and/or unloading on the day
of arrival, the time the vehicle is detained between 8:00 a.m. and 5:00
p.m., or the time the driver is released if later than 5:00 p.m., will
be charged according to the terms of Provision No. 4. If the vehicle
(tractor and/or trailer) is detained over the weekend until 8:00 a.m.
Monday at such point, or in the vicinity thereof, and the driver is not
required to remain on duty, the terms of Provision No. 4 will not apply
from 5:00 p.m. on Friday, or the time the driver was released if later
than 5:00 p.m. until 8:00 a m. Monday morning and, in lieu thereof, the
charges in the S.A.C. for Single Driver or Sleeper Team for such weekend
layover will apply.
If the vehicle (tractor and/or trailer) is further detained, charges
outlined in paragraph (a) will apply the same as if the vehicle had just
arrived. except that time without charge as provided for in Provision
No. 4 will apply.
When Carrier's vehicle arrives at point of loading, unloading, stop-off and/or
final destination at a time other than between 8:00 a.m. and 5:00 p.m. and, when
due to compliance with Dow and/or consignee instructions, a layover is required
to complete loading and/or unloading, charges for detention time after 5:00 p.m.
as provided in paragraph (a) and (b) above, whichever applies will be
applicable.
17. SERVICE PERFORMANCE
The Dow - Carrier Quality Team will review and assess the performance of the
Carrier. Joint recommendations will be made to the Carrier to enhance the
level of service provided to Dow.The joint Quality Team will meet a minimum
of four (4) times per year, unless it is mutually agreed to increase or
decrease the number of meetings required. The Carricr will be managing
service levels with Dow using the Carrier Self-reporting mechanism set up by
Dow.
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Dow:
Carrier: Chemical Leaman
18. CLEANING AND WASTE DISPOSAL
Carrier warrants that he will perform all duties of a "generator" as
identified by the EPA in 40 CRF 260.10 and that any cleaning facilities used
will meet all Resource Conservation and Recovery Act requirements.
19. DRUMMING FROM TANK TRAILERS
Carrier will not off-load hazardous materials (as defined by DOT) from
trailers into drums. If consignee should request Carrier to do this, Carrier
shall refuse and notify Dow of same. Products designated as combustible are
exempt from this policy.
20. CURRENCY
Freight rates and/or charges applicable under the terms or Provisions of
this Contract shall be stated and payable in both U.S. and Canadian funds
only, as defined in Appendix 2.
21. ALTERNATION OF RATES
In Appendix 11, where there is a conflict between tabular rates (mileage
based) and point-to-point commodity rates, the rate that produces the lowest
line haul transportation charge will apply.
When shipments to, from, and between the United States and Canada are
tendered and when there is a Dow Canada and a Dow U.S.A. contract, then the
lowest contract freight rate in either contract will apply on either a
prepaid or collect basis and the payment will be in U.S. funds only.
22. ARBITRATION
If any disputes or differences in interpretation arise other than provided
under Provisions 1 through 21 above, such disputes will be resolved by
negotiations between the two parties or by a mutually agreed upon
arbitrator.
<PAGE>
Page: SAC-1 Date 03/14/97
Dow:
CLEA:
DOW CHEMICAL CANADA
UNIFORM BULK MOTOR CARRIER CONTRACT
STANDARD ACCESSORIAL CHART
PROVISION (NO.) CHARGE
- --------------- ------
DETENTION (4) Zero free time is allowed unless otherwise
specified. Detention @ $8.00 per 1/4 hour
increment or fraction thereof (billed in monthly
statements)
CANCELLED VEHICLE (5) $190 cad $140 usd
DIVERSION/RECONSIGNMENT(6) $50 cad $35 usd
REJECTED SHIPMENTS (8) $2.20 cad/loaded mile $1.65 usd/loaded mile
SPOTTING FOR LINE HAUL $150 cad flat $140 usd flat
MOVEMENTS (9) $1.95 cad/mile $1.46 usd/mile
$70 cad minimum $55 usd minimum
SPOTTING FOR STORAGE (9) DETERMINED BY LOCAL CONTRACT TERMS AND CHARGES AS
LISTED IN APPENDIX II
SUNDAY AND HOLIDAYS (10) $230 cad $230 usd
STOP-OFF INTRANSIT (11) $60 cad $45 usd
- ----------
o Denotes Change
<PAGE>
Page: SAC-2 Date 03/14/97
Dow:
CLEA:
DOW CHEMICAL CANADA
UNIFORM BULK MOTOR CARRIER CONTRACT
STANDARD ACCESSORIAL CHART
PROVISION (NO.) CHARGE
- --------------- ------
ACCESSORIAL AND EMERGENCY $60 cad/hour
$45 usd/hour
SERVICE (13) SUNDAY AND HOLIDAYS; 8 HOURS MINIMUM
OTHER DAYS; 4 HOURS MINIMUM
ASSISTANCE FROM OR $7 cad or $5 usd FOR EACH 15 MINUTE PERIOD
EVACUATION OF POWER VEHICLE WILL BE ASSESSED IF SECOND DRIVER IS
BY SECOND DRIVER: REQUIRED TO ASSIST IN LOADING/
LOADING/UNLOADING (13A) UNLOADING OR EVACUATE FROM HIS UNIT
TANK CLEANING AND Caustic Soda $175 cad $125 usd
HEEL DISPOSAL (14) Latex $185 cad
Other $150 cad
Glycol $180 cad
Dry Bulk Conversion $250 cad
Wash
SPECIAL EQUIPMENT A. tractor: $60 cad $45 usd
AND SERVICE (15) tractor and trailer: $110 cad $85 usd
B. heating: $60 cad/hr $45 usd/hr
$15 cad/1/4 hr
$11.25 usd/
1/4 hr
OVERNIGHT AND $210 cad SINGLE DRIVER - OVERNIGHT
WEEKEND LAYOVERS (16) $290 cad SLEEPER TEAM - OVERNIGHT
$630 cad SINGLE DRIVER - WEEKEND
$1,760 cad SLEEPER TEAM - WEEKEND
$200 usd SINGLE DRIVER - OVERNIGHT
$275 usd SLEEPER TEAM - OVERNIGHT
$600 usd SINGLE DRIVER - WEEKEND
$1,760 usd SLEEPER TEAM - WEEKEND
- ----------
o Denotes Change
<PAGE>
Page: SAC-3 Rev 1 Date 03/14/97
Dow:
CLEA:
DOW CHEMICAL CANADA
UNIFORM BULK MOTOR CARRIER CONTRACT
STANDARD ACCESSORIAL CHART
PROVISION (NO.) CHARGE
- --------------- ------
o SCHEDULE OF MINIMUM These minimum charges apply to all linehaul
CHARGES (minimum charge rates contained in this Agreement.
is based on the Rand McNally
Milemaker miles from origin to
destination for each shipment). One-Way Billed Minimum
Miles/Shipment Charge/Shipment
-------------- ---------------
0 - 10 $210
11 - 25 250
26 - 50 290
51 - 75 300
76 - 100 375
101 - 125 433
126 - 150 480
151 - 175 515
176 - 200 575
201 - 225 585
- ----------
o Denotes Change
<PAGE>
Page: II-1(CORN) Date 03/14/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Accessorial Charges: Rules not specified in Dow S.A.C. provision shall
default to Canada Tariff of Tolls.
ALL RATES NOT BROUGHT FORWARD ARE HEREBY CANCELED
Item 100
- --------
Origin: Cornwall, ON
Commodity: Liquid Commodities
Destination Flat Charge
----------- -----------
04:0401 Valleyfield, PQ $162
04:0400 Brockville, ON 192
Rates apply when 2 or more shipments are handled
by the same driver, tractor and trailer within a
15 hour work day.
<PAGE>
Page: II-1(MIS) Rev 1 Date 03/14/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Accessorial Charges: Rules not specified in Dow S.A.C. provision shall
default to Canada Tariff of Tolls.
o Item 100
Between: Points in Canada
Commodity: Liquid and Dry Products
Miles Flat Charge + Rate/Mile
----- ----------- ---------
04:0410 0 - 130 (Multiple loads only) -$77 + $3.32
04:0415 0 - 149 -68 + 3.90
150 & Over -68 + 3.90
Item 200 04:4412
--------
Origin: Points in Canada
Commodity: Liquid Commodities in ISO containers
Destination: Points in Canada
o Spotting $24 usd per day per container
Charge: $15 usd per day per chassis
Rates applicable 7 days per week.
- ----------
o Denotes Change
<PAGE>
Page: II-1(VAR) Date 03/14/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Accessorial Charges: Rules not specified in Dow S.A.C. provision shall
default to Canada Tariff of Tolls.
ALL RATES NOT BROUGHT FORWARD ARK HEREBY CANCELED
-------------------------------------------------
Item 100
- --------
Origin: Varennes, PQ
Commodity: Latex
Destination Flat Charge
----------- -----------
04:0419 Rexdale, ON $726
04:0416 Brampton, ON 757
04:0417 Thorold, ON 869
Item 200
- --------
Origin: Varennes, PQ
Commodity: Liquid Latex in single compartment trailers
Destination Flat Charge
----------- -----------
04:0429 Winnipeg, MB $4,800
04:0430 Edmunston, NB 1,235
04:0413 Brampton, ON 800
04:0428 Brantford, ON 950
04:0418 Cornwall, ON 420
04:0414 Thorold, ON 975
04:0427 Toronto, ON 800
04:0426 Drummondville, PQ 400
04:0420 East Angus, PQ 514
04:0421 Jonquiere, PQ 1,064
04:0423 Marieville, PQ 400
04:0425 St. Georges, PQ 705
04:0424 St. Raymen, PQ 620
04:0422 Trois Rivieres, PQ 415
Detention Free Time: 1 hour for loading;
2 hours for unloading is included in rate
<PAGE>
FOR INTERNAL DISTRIBUTION
Dow Chemical Canada contract #4630-0201 hereby cancels contract #4800-0400 &
#4630-0200, any rates not brought forward are canceled.
<PAGE>
Page: 1 Date: 09/22/95
Dow:
Carrier: Chemical Leaman
UNIFORM BULK MOTOR CARRIER CONTRACT
This is a Contract to provide for international, interprovincial and
intraprovincial, where applicable, motor carrier transportation of various
cargoes between or among various geographic points, dated the 28th day of
February 1995, by and between Chemical Leaman Tank Lines, Incorporated
(hereinafter "Carrier") and Dow Chemical Canada Incorporated (hereinafter
"Dow").
Dow is a diversified manufacturer of basic chemicals, plastics, specialty
products and services and has a need for transportation service in the
furtherance of its business. Carrier is a motor carrier desirous of providing
transportation service to Dow.
Therefore, in consideration of the premises, covenants and agreements contained
herein, the parties agree as follows:
1. Pursuant to this non-exclusive transportation Contract Dow agrees to tender
not less than twelve (12) shipments per year to Carrier for transportation
and delivery as directed by Dow's Shipping Order/Bill of Lading which will
accompany each tender, provided that if Carrier is unable to accomplish
such transportation in whole or in part, Dow may make such shipments via
other arrangements.
2. Carrier shall receive from Dow such quantities of goods as may be tendered
for transportation from time to time, and Carrier shall make all reasonable
effort to have the required equipment available, with trailer exteriors and
interiors clean and presentable as befits a Dow quality load. Carrier will
provide, as requested, a general list of all Carrier controlled or
commercial cleaning locations where trailers have been cleaned after
transporting Dow produced or purchased products.
3. Carrier shall transport and carry the goods without delay caused by
anything in Carrier's control. Any and all occurrences which would be
probable or certain cause for delay of delivery shall be immediately
communicated to Dow by Carrier. In addition, Carrier will furnish when its
capabilities are developed, via electronic data interchange, periodic
transmissions of data elements of each Dow shipment and receipt in format
specified by the United States Electronic Data Interchange Standards
published by the Transportation Data Coordinating Committee, as well as
similar data elements for automated payment of freight bills.
4. Dow agrees to pay Carrier, as compensation for such transportation, the
rates and charges shown in Appendices I and II to this Contract. All
changes must be
<PAGE>
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Dow:
Carrier: Chemical Leaman
approved in writing by both parties. All rates will apply to both prepaid
and collect shipments. In the event that the consignee also has a contract
rate in effect with the Carrier and the shipment is tendered on a "freight
collect" basis, the consignee's contract rate will apply in lieu of rates
included in this Contract. If, on collect shipments, consignee fails to pay
Carrier's freight bills after Carrier has made a conscientious effort to
collect, Dow will pay such freight bills, provided Carrier furnishes proof
of efforts to collect from consignee.
5. Carrier personnel (including driving personnel, whether employees of
Carrier or of Carrier's agents known as "fleet operators" or "leased
operators") will comply with all plant rules and regulations while on Dow's
or consignee's plant premises. Carrier shall inform all of its employees
and personnel who may come onto such premises of this requirement. Any
Carrier employee or person who does not comply with all plant rules and
regulations may be summarily rejected and directed to immediately leave the
premises at the exclusive risk and expense of the Carrier. Carrier agrees
to utilize adequate motor truck equipment and qualified personnel for
performance of its obligations under this Contract, and to operate its
business at all times in compliance with all applicable federal, state, and
local laws, rules, and regulations. Worker's Compensation Insurance for
Carrier's drivers or operators, if required, shall be obtained and
maintained at the exclusive cost and risk of Carrier.
6. Carrier shall comply with the financial responsibility requirements of the
appropriate federal and provincial regulatory agency through which the
Carrier operates.
Carrier shall procure and maintain, at the expense of the Carrier,
liability insurance with a reputable and financially responsible insurance
carrier properly insuring Carrier against liabilities and claims (a) for
injuries to persons (including injuries resulting in death) and damage to
property, in an amount, in the case of each casualty, of not less than
$5,000,000cad; and (b) for loss of or damage to freight, in an amount not
less than $250,000cad with respect to each shipment. Carrier shall have his
insurance carrier(s) furnish directly to Dow or its contractor certificates
that such coverage is in effect, and will instruct carrier to directly
notify Dow or its contractor if coverage is cancelled or changed.
7. Carrier shall indemnify, defend, and hold Dow, its employees and agents
harmless from claims, demands, and causes of action asserted against Dow,
its employees or agents, by any other person (including without limitation
Carrier's and Dow's employees) for personal injury or death or for loss of
or damage to property and resulting from the willful or negligent acts or
omissions of Carrier. Dow shall indemnify, defend, and hold Carrier, its
employees, agents, and subcontractors harmless from claims, demands, and
causes of action asserted against Carrier, its employees, agents, or
subcontractors by any other person (including without limitation Dow's and
Carrier's employees) for personal injury or death or for loss of or damage
to property and resulting from the willful or negligent acts or omissions
of Dow. Where personal injury, death, or loss of or damage to property is
the result of the joint negligence or misconduct of Dow and Carrier, the
parties expressly agree to indemnify each other in proportion to its share
of such joint negligence or misconduct.
<PAGE>
Page: 3 Date: 09/22/95
Dow:
Carrier: Chemical Leaman
8. Carrier assumes complete responsibility and liability regardless of the
fault of any person for all loss of, or damage to, goods transported
hereunder, except where caused in whole or in part by Dow's negligence or
acts of God in which Carrier had no contributory negligence. In those cases
Dow will assume responsibility and liability for only that portion of the
loss or damage caused by Dow's negligence and Carrier shall be liable for
the remainder. Carrier's responsibility for damage or loss to goods
transported shall commence from the time of acceptance at the shipping
point until delivery at the proper destination in accordance with Dow's
written instructions.
In the event of loss or damage during transit, except as limited in this
paragraph above, Carrier shall pay Dow the full value of the lost or
damaged goods plus any and all additional transportation costs. Value of
the lost or damaged goods shall be determined by type of sale in the
following manner:
Trade Sale: Dow will provide Carrier with invoice documentation.
Non-Trade Sale: Value will be determined as reported weekly in the Chemical
Marketing Reporter or Dow's Price Book if the product(s) is not covered
specifically in the Chemical Marketing Reporter.
When used in this Contract, "shipping point" means the place where the
goods or cargo are tendered by Dow to the custody of Carrier or Carrier's
agent for transportation.
For all shipments rated under this agreement, no claims for overcharges or
undercharges will be made by either party after one (1) year from date of
shipment.
9. Any assignment of any benefit or obligation of this Contract, in whole or
in part, by either party, without the prior express written consent of the
other party, shall be void and of no effect.
10. This Contract shall become effective upon the date of the permit (if one is
issued) by the appropriate federal or provincial agency, or the last date
in the signatory provision below, whichever is later, and shall continue
for one (1) year and thereafter from year to year unless:
(a) cancelled by either party at any time upon thirty (30) days' written
notice to the other party at the address stated below; or
(b) Carrier's loss or revocation of authority (for any reason) by any
federal or provincial regulatory body having jurisdiction over
Carrier's operation, and/or cancellation of Carrier's insurance
policy, in which case this Contract can be terminated immediately; or
(c) Cancelled by either party upon material breach by the other party of
any obligation contained herein.
Carrier should give Dow immediate notice of the occurrence of any event
covered by subsection (b). The obligation contained in paragraphs 7, 8 and
15 shall survive termination of this Agreement.
<PAGE>
Page: 4 Date: 09/22/95
Dow:
Carrier: Chemical Leaman
11. Any notices or correspondence in reference to this Contract should be sent
via Canada Post, postage prepaid:
to Carrier at: Chemical Leaman Tank Lines, Incorporated
P.O. Box 734
34 Vinemont Drive
Fonthill, Ontario, Canada
LOS lE0
Attn: Mr. Wolfgang Liebscher
to Dow at: Dow Chemical Canada Incorporated
Transportation & Logistics Services Purchasing
1425 Vidal Street South, P.O. Box 3030
Sarnia, Ontario, Canada
N7T 7M1
Attn: Sharon Harding, Motor Carrier Supply Manager
Phone: 519-339-3453
Fax: 519-339-5112
12. Carrier shall be an independent contractor under this Contract and shall
assume all of the rights, obligations and liabilities applicable to it as
such. Neither Carrier nor any of its employees or agents shall be
considered an employee of Dow, nor shall any partnership, co-venture or
joint-employer relationship be created by virtue of this Contract or of its
performance. No prior course of dealing or performance between Carrier and
Dow shall modify Carrier's status under this Contract as an independent
contractor.
13. Dow agrees to pay all uncontested charges within thirty (30) days after
receipt of the freight invoice through Dow's payment department or payment
agent.
14. This Contract is governed by the laws of the Province of Ontario for
general contract matters.
15. Carrier agrees to keep secret all Dow technical and business information
which it has received or may receive and not to reveal or to divulge such
information to third parties or to use, or to publish it in any manner
whatsoever without obtaining Dow's prior written approval; provided,
however, that Carrier shall not be bound to keep secret any such
information which (a) was known to Carrier prior to the date of the
Contract from sources other than Dow, or (b) which is or becomes available
to the public without fault on Carrier's part, or (c) which is disclosed to
Carrier by a party not related, directly or indirectly, to Dow, who has
rightful claim to such information. Carrier shall only use Dow technical
and business information to provide the services required under this
Contract.
16. This Contract states the entire agreement between the parties and there are
no other agreements or understandings whatsoever, expressed or implied.
<PAGE>
Page: 5 Date: 09/22/95
Dow:
Carrier: Chemical Leaman
Amendments or modifications to this Contract must be made in writing,
identified as an amendment or modification and signed by both Dow and
Carrier. Any term or provision in any prior or subsequent writing to the
date of this Contract which is in conflict with any term or provision of
this Contract is objected to and rejected.
17. Should any provision of this Contract be determined by competent public
authority or court to be invalid or unenforceable, then such invalid or
unenforceable provision shall be severed from this Contract without effect
on the validity of the remaining provisions.
18. If Carrier accepts instructions from a non-Dow party or consignee, all
resultant, legitimate charges will be billed by Carrier to the party
causing the charge to occur.
19. In cases whereby Carrier is in a single source position, a policy that does
not allow Carrier to turn down requests for transportation of goods is in
effect. Carrier will have to make arrangements with other Dow approved
carriers for the transportation of all goods from the location where
Carrier is the only designated carrier.
The services provided by Carrier hereunder are designed to meet the distinct
needs of Dow.
In Witness Whereof, the parties have executed this Contract on the date shown
below.
CHEMICAL LEAMAN TANK LINES, INCORPORATED DOW CHEMICAL CANADA INCORPORATED
/s/ [Illegible] /s/ Sharon Harding
------------------------------------ -------------------------------
NAME: NAME: Sharon Harding
----------------------------------
TITLE: TITLE: Motor Carrier Supply Manager
----------------------------------
DATE: 10/05/95 DATE: September 22, 1995
----------------------------------
<PAGE>
Page: II-1 (COFC) Rev 5 Date 10/16/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
REPRESENTING UNION PACIFIC BULKTAINER SERVICE
Item 100 88:0100
--------
Origin: Pittsburg, CA
Destination: Midland, MI
Commodity: Waste Tar
Rate: $4,665/shipment
Cleaning: Actual cost when cleaned when removed from Dow service
Item 200 88:0101
--------
Origin: Ludington, MI
Destination: Vancouver, WA
Commodity: Magnesium Hydroxide, liquid
Rate: $3,500/shipment
Cleaning: Tank cleaning included in rate
Item 300 88:0103
--------
Origin: Middletown, OH
Destination: Pittsburg, CA
Commodity: Surfactant, liquid
Rate: $4,386/shipment
Cleaning: Tank cleaning included in rate
Item 400 88:0104
--------
Origin: Midland, MI
Destination: Pittsburg, CA
Commodity: Organophosphorus pesticide
Rate: $4,053/shipment
Cleaning: Tank cleaning outside of rate
o Item 500 Moved to MISC Section
-------- Effective: 10-16-96
o Denotes Change
<PAGE>
Page: II-2 (COFC) NEW Date 11/05/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
REPRESENTING UNION PACIFIC BULKTAINER SERVICE
o Item 600 88:0102
--------
Origin: Midland, MI
Destination: Pachuta, MS
Commodity: Organophosphorus
Rate: $3,210/shipment
Cleaning: Tank cleaning included in rate
<PAGE>
Page: II-2 (COFC) Rev 1 Date 11/20/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
REPRESENTING UNION PACIFIC BULKTAINER SERVICE
Item 600 88:0102
--------
Origin: Midland, MI
Destination: Pachuta, MS
Commodity: Organophosphorus
Rate: $3,210/shipment
Cleaning: Tank cleaning included in rate
o Item 700 88:0105
--------
Origin: Midland, MI
Destination: Fresno, CA
Commodity: Herbicide, liquid
Rate: $4,314/shipment
Cleaning: Tank cleaning included in rate
<PAGE>
Page: II-3 (MISC) Rev 3 Date 10/16/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 1000
---------
Origin: Granite City, IL
Destination: Points in the U.S.
Commodity: Calcium Chloride Liquid
Miles Flat Charge Rate/Loaded Mile
------------ ----------- ----------------
10:0100 30 - 100 $ 83 + $ 2.30
10:0101 101 - 240 -2 + 3.07
241 - Over -128 + 3.45
o Item 1100
---------
Origin: Chicago, IL
Commodity: Caustic Soda Solution, liquid
Cleaning: When cleaned
Miles Flat Charge Rate/Loaded Mile
------------ ----------- ----------------
40:1500 30 - 100 $ 83 + $ 2.30
40:1501 101 - 240 -2 + 3.07
241 & Over -128 + 3.45
o Denotes Change
<PAGE>
Page: II-1(F) Rev 1 Date 12/13/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
FREEPORT
--------
<TABLE>
<CAPTION>
<S> <C>
Accessorial Charges: All accessorial charges not specifically covered by Dow Master
Contract to be billed per CLEA 100 series.
Item 100 04:4005 04:4006
o Intraplant Work: When upon request of the shipper, carrier provides a unit for
intraplant work, a charge of $45.00/hour, or fraction thereof, shall
apply, subject to a 4 hour minimum Monday thru Saturday and 8
hour minimum on Sunday and holidays.
Spotting and/or $55.00 flat charge. If service takes more than one (1) hour,
Pickup Service on bill extra time at intraplant rate of $41/hour, or fraction
Tanks & Containers thereof, subject to 8 hour minimum on Saturdays.
Spotted for Storage:
Rental Charges: $70/day for plant storage trailers and ISO containers on 20' and 40'
chassis. 04:4444
Dry Disconnects: When dry disconnects are required for delivery, an additional
charge of $200 will apply to all shipments transported in non-
dedicated equipment.
Idle Day Charges: $50/day except Saturday, Sunday & Holidays on TDI
Trailers 6-245, 6-246, 6-967, 7-263. 05:8954
$50/day except Saturday, Sunday & Holidays on
magnesium chloride trailer 8-065. 05:8955
</TABLE>
o Denotes Change
<PAGE>
Page: II-6(F) Rev 2 Date 12/01/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 1500 04:1500
---------
Origin: Points in U.S. excluding Texas
Destination: Freeport, TX
Commodity: Liquid Commodities in MC-307 trailer (reloadable 2/1 type only)
Rate: -$128 flat charge + $1.75/loaded mile
o Item 1600 04:4037
---------
Origin: Freeport, TX
Destination: Channelview, TX
Commodity: Liquid Commodities in MC-307 trailers
Rate: $360/shipment
o Item 1700 Reserved for future use
---------
o Item 1800 Reserved for future use
---------
o Denotes Change
<PAGE>
Page: II-7(F) NEW Date 12/01/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 1900
Origin: Freeport, TX
Commodity: Liquid Commodities in MC-307 trailers
Destination Rate/Shipment
----------- -------------
04:0410 Austin, TX $ 650
04:0411 Bayport, TX 360
04:0412 Baytown, TX 370
04:0413 Brenham, TX 455
04:0414 Carrollton, TX 912
04:0415 Dallas, TX 875
04:0416 Dayton, TX 405
04:0417 Deer Park, TX 350
04:0418 El Paso, TX 2,073
04:0419 Evadale, TX 650
04:0420 Fort Worth, TX 912
04:0421 Freeport, TX 350
04:0422 Fresno, TX 350
04:0423 Garland, TX 912
04:0424 Grand Prairie, TX 912
04:0425 Houston, TX 350
04:0426 La Porte, TX 360
04:0427 Lewisville, TX 912
04:0428 Mesquite, TX 912
04:0429 Odessa, TX 1,425
04:0430 Pasadena, TX 350
04:0431 Port Arthur, TX 525
04:0432 San Antonio, TX 703
04:0433 Spring, TX 370
04:0434 Sugarland, TX 350
04:0435 Terrell, TX 855
04:0436 Victoria, TX 767
<PAGE>
Page: II-4(T) NEW Date 10/20/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 700 11:1181 11:1182
Origin: Tildale, GA
Destination: Augusta, GA
Commodity: Latex, liquid in single compartment MC-307 trailers
Rate: $587/shipment - If loaded between 0400 - 1500 hours
$472/shipment - If loaded between 1501 - 0359 hours
Tank $190, when cleaned
Cleaning:
<PAGE>
Page: II-2(M) Rev 5 Date 12/13/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 200
Origin: Midland, MI
Commodity: Liquid Commodities transported in non-dedicated, single
compartment MC-307 reloadable trailer.
<TABLE>
<CAPTION>
Rate/Loaded Mile
--------------------------------------------
Destination Flat Chg Column 1 Flat Chg Column 2
----------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
03:0327 LA, TX -$128 + $1.75 -$128 + $2.01 03:0334
03:0328 AL, AR, CT, DE, FL, GA, IL, KY, MD, -128 + 2.15 -128 + 2.47 03:0335
MA, MS, NC, NJ, NY, OH, PA, RI, SC,
TN, VA, WV
03:0329 CA -128 + 2.22 -128 + 2.55 03:0336
03:0330 MO, NH, WI -128 + 2.32 -128 + 2.67 03:0337
03:0331 AZ, IA, KS, ME, NB, NM, OK, ON, PQ -128 + 2.52 -128 + 2.90 03:0338
03:0332 IN -128 + 2.76 -128 + 3.17 03:0339
03:0333 AK, AB, BC, MB, MN, MT, NE, SK, WA -128 + 3.02 -128 + 3.47 03:0340
</TABLE>
Load Count Guarantee:
Mon-Sat: 28 loads/day, +/- 20%
Sat-Sun: 6 loads/day, +/- 20%
Penalty: 15% surcharge for all orders in excess of maximum or less than
-------- minimum load count guarantee.
Note: 1. Column 1 represents rates used when load count target numbers
have been met Column 2 represents penalty rates for falling
short or exceeding targeted load counts.
2. Rates apply for Aqueous Acrylamide Solution for the account of
Flocryl: c/o Commercial Traffic, P.O. Box 30832, Cleveland, OH 44130
Item 300 01:0005
o Origin: Between Midland, MI and Bay City, MI and Harbor
Beach, MI and
Destination: Points in the U.S. (except MI, AK, HI) and Canada
Commodity: LIQUID AND DRY CHEMICALS (not specified in Item 200)
transported in single compartment, non-reloadable or
multi-compartment trailers.
Miles Flat Charge Rate/Loaded
---------------- ----------- -----------
0 - 100 $184 + $2.85
101 - 200 202 + 2.69
201 - 400 138 + 3.05
401 - 800 137 + 3.10
801 - 1000 284 + 2.93
1001 - Over 204 + 3.00
Cleaning: Rate of $190/load on Intrastate Michigan moves of latex liquid
only.
o Denotes Change
<PAGE>
Page: II-2(AP) Rev 3 Date 11/05/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 200 01:0110
Origin: Allyn's Point, CT
Destination: Points in U.S.
Commodity: Plastic Pellets
o Toll Charge: Tolls outside of rates
Miles Flat Charge Rate/Mile
0 - 300 -$128 + $3.20
301 - 500 -128 + 3.00
501 & Over -128 + 2.85
Item 300 01:0162
Origin: Allyn's Point, CT
Destination: Points in Canada
Commodity: Plastic Pellets
Rate: -$128 flat charge + $3.10/loaded mile
o Toll Charge: Tolls included in rate
Item 400 01:0277
Origin: Petrolia, PA
Destination: Allyn's Point, CT
Commodity: Liquid Commodities in single compartment MC-307 trailer
Rate: -$128 flat charge + $1.75/loaded mile
Item 500 33:0290
Origin: Allyn's Point, CT
Destination: Messena, NY
Commodity: Plastic Pellets in single compartment trailers
Rate: $1,029/shipment
o Denotes Change
<PAGE>
Page: II-3(AP) NEW Date 12/06/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 600 01:0105
Origin: Allyn's Point, CT
Destination: Deepwater, NJ
Commodity: Hazardous Waste, liquid in dedicated single compartment trailers
Rate: $800/shipment
Tank Cleaning: $200, when cleaned
Charge:
NOTE: Rate applies to shipments handled in round trip
transportation only.
<PAGE>
Page: II-3(AP) Rev 1 Date 12/24/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 600 01:0105
Origin: Allyn's Point, CT
Destination: Deepwater, NJ
Commodity: Hazardous Waste, liquid in dedicated single compartment
trailers
Rate: $800/shipment
Tank Cleaning $200, when cleaned
Charge:
NOTE: Rate applies to shipments handled in round trip
transportation only.
o Item 700 01:0107
Origin: Allyn's Point, CT
Destination: Allyn's Point, CT
Commodity: In-plant storage trailers
Rate: $650 per month per trailer
o Denotes Change
<PAGE>
Page: II-4(MISC) Rev 1 Date 03/19/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 1300
Origin: Pittsburgh, PA
Commodity: Liquid Magnesium Hydroxide in MC-307, single compartment, trailers
Cleaning When cleaned
Charges:
Destination Rate/Shipment
----------- -------------
22:2210 Adrian, PA $ 332
22:2211 Albright, WV 435
22:2212 Maidsville, WV 360
22:2213 Morgantown, WV 360
22:2214 Parkersburg, WV 575
o Item 1400 22:2215
Origin: Crosby, TX and Houston, TX
Destination: Brownsville, TX and Laredo, TX (for furtherance to points in
Mexico)
Commodity: Liquid Commodities in MC-307 single compartment trailers
Rate: $3.30/loaded mile
Accessorial $200/round-trip border crossing fee
Charges: $50/per day trailer rental fee: days 1-7
$130/per day trailer rental fee: days: 8 or more
Note: Trailer rental fee application: $130/day fee applies
for 8 or more days if trailer held at consignee. If trailer
delayed by Mexican carrier, trailer rental fee does NOT
apply. Responsibility of CLTL to secure from Mexican
carrier.
o Denotes Change
<PAGE>
Page: SAC-2 Rev 4 Date 03/14/97
Dow:
CLEA:
THE DOW CHEMICAL COMPANY
UNIFORM BULK MOTOR CARRIER CONTRACT
STANDARD ACCESSORIAL CHART
<TABLE>
<CAPTION>
PROVISION (NO.) CHARGE
- ---------------------------------------------- ----------------------------------------------------
<S> <C>
Special Equipment and Service (15) A. $90 For compartmented trailers
B. $45 Heating-in-transit (tractor only)
$85 Heating-in-transit (tractor and trailer)
C. Heating Service:
Note A Note B
------ ------
$45 $11 Weekdays (excluding holidays)
$55 $13 Saturdays
$65 $17 Sundays and holidays
Note A: Applies for first hour or fraction thereof.
Note B: Applies for each additional fifteen
minutes or fraction thereof.
Overnight and Weekend Layovers (16) $200 single driver - overnight
$275 sleeper team - overnight
$600 single driver - weekend
$1,760 sleeper team - weekend
If inbound line haul charges are rated from
another shipper's contract, Dow contract
accessorial charges will apply (17)
o Schedule of Minimum Charges These minimum charges apply to all linehaul
(minimum charge is based on rates contained in this Agreement.
the Rand McNally Milemaker
miles from origin to destination One-Way Billed Minimum
for each shipment). Miles/Shipment Charge/Shipment
-------------- ---------------
0 - 10 $210
11 - 25 250
26 - 50 290
51 - 75 300
76 - 100 375
101 - 125 433
126 - 150 480
151 - 175 515
176 - 200 575
201 - 225 585
</TABLE>
o Denotes Change
<PAGE>
Page" II-2(MIS) Rev 1 Date 03/14/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Accessorial Charges: Rules not specified in Dow S.A.C. provision shall
default to CLEA 100 Accessorials.
Item 300 02:0224
Origin: Points in Canada
Commodity: Liquid Commodities in ISO containers
Destination: Points in the U.S.
o Spotting $24 usd per day per container
Charge: $15 usd per day per chassis
Rates applicable 7 days per week.
o Denotes Change
<PAGE>
Page: SAC-3 Rev 1 Date 03/14/97
Dow:
CLEA:
DOW CHEMICAL CANADA
UNIFORM BULK MOTOR CARRIER CONTRACT
STANDARD ACCESSORIAL CHART
PROVISION (NO.) CHARGE
--------------- ------
o SCHEDULE OF MINIMUM These minimum charges apply to all
CHARGES (minimum charge linehaul rates contained in this Agreement.
is based on the Rand McNally
Milemaker miles from origin to One-Way Billed Minimum
destination for each shipment). Miles/Shipment Charge/Shipment
-------------- ---------------
0 - 10 $210
11 - 25 250
26 - 50 290
51 - 75 300
76 - 100 375
101 - 125 433
126 - 150 480
151 - 175 515
176 - 200 575
201 - 225 585
o Denotes Change
<PAGE>
Page: II-1(MIS) Rev 1 Date 03/14/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Accessorial Charges: Rules not specified in Dow S.A.C. provision shall
default to Canada Tariff of Tolls.
o Item 100
Between: Points in Canada
Commodity: Liquid and Dry Products
Miles Flat Charge + Rate/Mile
----- ----------- ---------
04:0410 0 - 130 (Multiple loads only) -$77 + $3.32
04:0415 0 - 149 -68 + 3.90
150 & Over -68 + 3.90
Item 200 04:4412
Origin: Points in Canada
Commodity: Liquid Commodities in ISO containers
Destination: Points in Canada
o Spotting $24 usd per day per container
Charge: $15 usd per day per chassis
Rates applicable 7 days per week.
o Denotes Change
<PAGE>
Page: SAC-3 Rev 1 Date 03/14/97
Dow:
CLEA:
DOW CHEMICAL CANADA
UNIFORM BULK MOTOR CARRIER CONTRACT
STANDARD ACCESSORIAL CHART
PROVISION (NO.) CHARGE
--------------- ------
o SCHEDULE OF MINIMUM These minimum charges apply to all
CHARGES (minimum charge linehaul rates contained in this Agreement.
is based on the Rand McNally
Milemaker miles from origin to One-Way Billed Minimum
destination for each shipment). Miles/Shipment Charge/Shipment
-------------- ---------------
0 - 10 $210
11 - 25 250
26 - 50 290
51 - 75 300
76 - 100 375
101 - 125 433
126 - 150 480
151 - 175 515
176 - 200 575
201 - 225 585
o Denotes Change
<PAGE>
Page: II-2(MISC) Rev 8 Date 03/28/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 600
Origin: Solvay, NY
Commodity: Plastic Pellets
Destination Rate/Shipment
----------- -------------
60:2200 Erie, PA $ 738
60:2201 Paterson, NJ 733
Item 700
Origin: Philadelphia, PA
Commodity: Magnesium Hydroxide Liquid
Cleaning When cleaned
Charges:
Destination Rate/Shipment
----------- -------------
70:0106 Chester, VA $ 500
70:0100 Clifton, NJ 372
o 70:0109 Hackettstown, NJ 322
70:0104 Lancaster, PA 292
70:0107 Monroe, NC 2:30 /loaded mile
70:0102 Newark, NJ 322
70:0103 Nutley, NJ 372
70:0108 Raleigh, NC 2.38 /loaded mile
70:0101 Ridgefield Park, NJ 372
70:0105 Scranton, PA 442
o 70:0110 Waterbury, CT 3.61 /loaded mile
Item 800
Origin: Richmond, VA
Commodity: Magnesium Hydroxide liquid
Destination Flat Charge Rate/Loaded Mile
----------- ----------- ----------------
80:0100 Chester, VA $ 372
80:0103 Richmond, VA 372
80:0101 Monroe, NC -128 + $ 2.75
80:0102 Netcong, NJ -128 + 2.30
80:0104 Newark, NJ -128 + 2.30
o Denotes Change
<PAGE>
Page: II-3(MISC) Rev 6 Date 03/17/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 900 01:0900
Origin: Charleston, SC
Destination: Sarnia, ON
Commodity: Liquid Commodities in MC-307 single compartment, reloadable
trailers
Rate: -$128 flat charge + $1.75/loaded mile
Item 1000
Origin: Granite City, IL
Destination: Points in the U.S.
Commodity: Calcium Chloride Liquid
Miles Flat Charge Rate/Loaded Mile
------------- ----------- ----------------
10:0100 30 - 100 $ 83 + $ 2.30
10:0101 101 - 240 -2 + 3.07
241 - Over -128 + 3.45
Item 1100
Origin: Chicago, IL
Commodity: Caustic Soda Solution, liquid
Cleaning: When cleaned
Miles Flat Charge Rate/Loaded Mile
------------- ----------- ----------------
40:1500 30 - 100 $ 83 + $ 2.30
40:1501 101 - 240 -2 + 3.07
241 & Over -128 + 3.45
Item 1200 22:2209 L
Origin: Louisville, KY
Destination: Lebanon, KY (Worthington Industries)
Commodity: Liquid Calcium Chloride in dedicated, single compartment,
MC-306 aluminum trailers
o Rate: $314/shipment
Cleaning: Actual cost, when cleaned. TCL-AC (AITE)
Note: Tank cleaning to be reviewed after initial 3-5 cleans
to determine contract bill amount to be published.
o Denotes Change
<PAGE>
[LOGO] Chemical Leaman Tank Lines, Inc.
102 Pickering Way, Exton, PA 19341-0200 o 610-363-4200
Responsible Care(R)
A Public Commitment
May 30, 1996
Mr. M. W. Humphries
Sr. Motor Carrier Services Buyer Via Overnight Mail
Dow Chemical Company USA
2020 Building
Midland, MI 48674
Dear Mr. Humphries:
As promised, we have enclosed a mockup of the following tariff /contract pages
which reflects the reduction of linehaul rates and the elimination of all free
time (4 hours) at $32/hour.
CONTRACT 4015
CONTRACT 4630
CONTRACT 4800
INTRA GEORGIA TARIFF
MDOW - INTRA MICHIGAN
All rate pages contain the current and new rates. In some instances, we have
attached mileage rate tables containing the new rates. Please note that rate
item numbers are entered adjacent to each linehaul rate item. The package is
separated into 27 numbered sections to facilitate reference. All changes,
additions and comments appear in red ink for easy identification.
We used the following methodology in the development of the new linehaul rates
which have been reduced by $128 per shipment ($32/hour * 4 hours).
CURRENT NEW
EXPRESSION EXPRESSION
FLAT CHARGES PER
SHIPMENT (AQ) Current dollars per Shipment less $128.
PER MILE RATES Formula Rates. We used the fixed charge
component of the formula rate expressed
as a negative (-) charge per shipment.
FORMULA RATES Same rate expression. Deducted $128 from
the fixed charge component In some
instances, this results in a negative (-)
fixed charge.
<PAGE>
MINIMUM CHARGES Eliminated all current minimum charges.
These are to be replaced by the Schedule
of Minimum Charges (attached).
FREE TIME NONE
CENTS PER CWT. Deducted the result of Dividing $128 by
the minimum hundred weight, rounded to
next whole cent if .5 or greater.
OTHER THAN STANDARD Deducted $32/hr based on the hours
FREE TIME (specified in item) specified in the item (few occurrences).
In one case, unloading free time was
8 hours and we deducted eight + 2 hours
for loading.
RUNNING MILE RATES Without major reprogramming, we cannot
accept negative fixed charges billed in
connection with running mile rates. In
all cases, we have had no traffic in
these items as indicated. You may wish
to cancel these items.
APPLICATION OF MINIMUM Minimum Charges apply when the sum of the
CHARGES new linehaul charges and total detention
charges is LESS THAN the Minimum Charge
for the mileage distance shown.
The new rates will be loaded into our billing system to enable billing under
the new arrangement effective June 7, 1996, as agreed.
I trust you will be able to verify the new rates easily. If I can be of any
assistance to your staff, please contact me at 610-363-4275.
Sincerely,
George E. Ciarlone
Mgr. Cost Analysis
cc: Steve Hamilton
Tom Schubert
Jim Keeler
JoAnn Hagelin
<PAGE>
Memo
To: Terminal Managers CC: Phil Ringo
Regional General Managers Jack Elrod
Regional Directors of Sales Steve Hamilton
Leon Palmer
Jim Keeler
George Ciarlone
From: Tom Schubert Ron Knapp
Date: June 5, 1996
Re: Dow Contract Revision
Dow has asked CLTL to reduce our linehaul rates by taking the load/unload free
time out of the rate and billing all hours actually spent loading and unloading.
After much negotiation, we agreed to the following:
o We will reduce linehaul rates by $32.00 per hour for a total of
4 hours (2 load/2 unload).
o We will begin billing load and unload detention in hourly increments
after the first 6 minutes of each hour incurred.
o We are implementing the following per load minimums for all loads
between 0-225 one way miles.
One-Way Billed Miles Proposed Minimum Charge
-------------------- -----------------------
0-10 $210
11-25 $250
26-50 $290
51-75 $300
76-100 $375
101-125 $433
126-150 $480
151-175 $515
176-200 $575
201-225 $585
For this shorthaul work, the new linehaul charge to be calculated by
excluding 4 hours at $32.00 per hour from the existing linehaul rate. We
would calculate the actual load/unload hours incurred at $32.00 per hour
and add it to the new linehaul rate to determine the new actual movement
cost. The new billing to Dow will be the greater of the actual movement
cost or the minimum charge noted above.
<PAGE>
This new agreement is effective June 7, 1996. It is critical that we
properly bill all detention, without exception, in order to recoup the
reduced linehaul revenue. Please pay particular attention to this change.
Also, note that we will compare the "old" Dow contract to the "new" Dow
contract by shipper plant site origin/destinations using actual data for
the 4th Quarter of 1995. George Ciarlone will communicate the results of
this to you.
We believe that these changes should be profit neutral in the aggregate
and should not require any systematic changes to the way we pay drivers,
except for when drivers do preloading and no other portion of the
linehaul movement. In this case the preloader will not share in the first
2 hours of load detention billed.
Please contact me or George with any questions.
<PAGE>
CHEMICAL LEAMAN TANK LINES, INC.
DOW DETENTION AVERAGING PROPOSAL
--------------------------------
Schedule of Minimum Charges
One-Way Proposed
Billed Minimum
Miles Charge
----- ------
0-10 210
11-25 250
26-50 290
51-75 300
76-100 375
101-125 433
126-150 480
151-175 515
176-200 575
201-225 585
Contract Clause:
New linehaul charge to be calculated by excluding 4 hours at $32.00 per hour
from the existing linehaul rate and then billing the actual load/unload hours
incurred at $32.00 per hour. The actual movement charge will be the greater of
the actual movement cost or the minimum charge noted above.
<PAGE>
Author: Lorena Kilroy at Executives
Date: 9/10/96 4:52 PM
Priority: Normal
Subject: Re: DOW CONTRACT: CONVERSION TO CLTL HANDLING
- -------------------------------- Message Contents ------------------------------
Jim,
Georganna faxed copies of all the RA30's she had for your review right
after we spoke. Please confirm receipt. You are to advise Georganna if the
detention was backed out from the rate quote.
Thanks for your help.
Lorena
________________________________Reply Separator_________________________________
Subject: DOW CONTRACT: CONVERSION TO CLTL HANDLING
Author: Jim Keeler at Executives
Date: 9/10/96 02:41 PM
This is to confirm phone conversations this afternoon regarding the re-
assumption of the Dow contract by Chemical Leaman.
1. Amend recent RA30's to reflect detention dollars taken out of the rates.
(Keeler)
2. Send the full updated Dow contract via computer disk to G. Ciarlone for
review. (J. Mason 10/1/96)
3. Provide a conversion date to all parties as to when CLTL system will be
updated with the Dow contract. (Ciarlone)
4. CLTL to publish contract with CLTL item numbers but in Dow page format.
(Ciarlone)
5. Fax sample copy of updated page to M. Humphreys/J. Mason for review
prior to final CLTL update. (L. Kilroy/J. Keeler)
6. Dow required 3 weeks to upload their system with revised CLTL item
numbers prior to final completion. Need date when item numbers are
available to allow for Dow updates. (Ciarlone/Kilroy)
Note: current Dow locations where detention remains in the rate with ZERO
backout are: Bayonne, NJ; Varennes, PQ, Inbound from non-Dow vendors
collect under the Dow contract.
Please let me know if I have overlooked anything. George, please provide
your drop dead dates based on your receiving the disk by 10/1/96.
Jim Keeler...
<PAGE>
Author: Jim Keeler at Executives
Date: 9/10/96 2:23 PM
Priority: Normal
Subject: DOW INBOUND DETENTION
- -------------------------------- Message Contents -----------------------------
To confirm phone conversations today, Tuesday September 10, 1996.
Dow to Dow moves shall remain as is in the contract with detention removed
from the rate.
Inbound moves to Dow from outside vendors collect under the Dow contract
must be changed back to the old rates with detention included in the rate,
3 hours free time and detention billed at $45.00 per hour per the original
contract.
Estimated annual impact is for total freight $'s is $500,000.
Should anyone have any questions, comments or concerns, please let me know.
Jim Keeler...
<PAGE>
Author: Jim Keeler at Executives
Date: 8/9/96 2:00 PM
Priority: Normal
TO: Steve St. Jean at Executives
TO: Tim Shumake at Executives
TO: Melissa Nance at Executives
TO: Mike Preston at Executives
TOP Vernon Ledford at Executives
TO: Dwayne Colwell at Executives
TO: Steve Wheeler at Executives
TO: Sally Horning at Executives
Subject: MULTI COMPT TANK CLEANING @ DOW CONTRACT
- -------------------------------- Message Contents -----------------------------
There appears to be continued confusion as to the billing rules for multi
compartment tank cleanings for the Dow contract. I discussed this issue
with Mike Humphreys yesterday and following is how the provision is to
work:
1. S.A.C. provision in the Dow contract contains an item under "special
equipment and service", Item A: $90 for compartmented trailers.
This item is to cover the additional cost of cleaning a multi
compartment trailer, regardless of the # of compartments.
2. Line haul charges in the Dow contract are the same for both single and
multi compartment shipments unless specifically segregated, which we
have in many instances.
If anyone has any questions please let me know. Again, $90 add-on
regardless of # of compartments on multi-c trailer to cover extra cleaning
costs.
Sally, please pass along to Georgianna as she is not on cc:mail.
Thanks, Jim Keeler....
<PAGE>
Author: Jim Keeler at Executives
Date: 8/9/96 1:51 PM
Priority: Normal
TO: George Ciarlone at Executives
TO: Lorena Kilroy at Executives
TO: Sally Horning at Executives
Subject: DOW UPDATED CONTRACT
_------------------------------ Message Contents -------------------------------
Should have the updated Dow contract with zero detention rates in our hands
week of 8/12/96. Being FEDEXED to my office for Saturday dely. I will
review Monday and forward.
Sally, would you be so kind as to pass this info along to Georgianna as she
is not on cc:mail.
Thanks, Jim Keeler..
<PAGE>
Page: AIII-1 Rev 3 Date 4/1/96
Dow:
CLEA:
APPENDIX III
------------
MEASUREMENT PROGRAM FOR QUALITY PERFORMANCE
-------------------------------------------
Carrier and Shipper mutually agree to review Carrier's service performance at
the end of each calendar quarter of the term of this Agreement. For the purpose
of this performance incentive, a service failure is defined as any
carrier-related non-conformance reported via the Dow North America Quarterly
Carrier Performance Summary shown below.
Carrier's service performance shall be calculated as the total number of Carrier
controllable failures in the immediately preceding quarter divided by the total
number of carrier loads in that quarter, multiplied by 100 to convert to a
percentage. This result will then be subtracted from 100 to arrive at the
Carrier's quarterly performance rating.
Incentives and penalties will be calculated as a percentage of the total
linehaul charges for the quarter for which the quarterly performance rating is
calculated. Incentives and penalties will be paid within forty-five (45) days of
the end of said quarter. Incentives and penalties will be calculated using the
scale shown below. Maximum incentive or penalty shall be $25,000 per quarter.
Performance Level Incentive/(Penalty)
----------------- -------------------
o greater than 98.5% 1%
o 95-98% 0%
o less than 95% (1%)
o Denotes Change
<PAGE>
Page: AIV-1 Date 5/6/96
Dow:
CLEA:
APPENDIX IV
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
We hereby agree to pay a fuel surcharge of 2% added to the total line-haul
charge effective May 6, 1996, until further notice.
This supersedes all other fuel surcharge provisions in effect prior to May 6,
1996.
<PAGE>
Author: Jim Keeler at Executives
Date: 7/26/96 9:06 AM
Priority: Normal
TO: Lorena Kilroy at Executives
Subject: Re: DOW
- ------------------------------- Message Contents -------------------------------
Yes, I confirm: RA30's will trigger transaction updates. I will discuss with Dow
need to speed up contract process.
Jim Keeler...
- -------------------------------- Reply Separator -------------------------------
Subject: DOW
Author: Lorena Kilroy at Executives
Date: 7/25/96 8:50 AM
Jim,
Just to confirm your voicemail message today .... as you indicated you give
your okay to implement rates for Dow off your RA30 in lieu of a signed contract
page. You also agreed that you would discuss with Dow that they need to speed up
their process of contract page implementation and that you would confirm their
changes vs the RA30 information.
Please respond with your confirmation of this information.
Thanks Lorena
<PAGE>
TO: MARIO CELII
CC: RON KNAPP
TOM SCHUBERT
JIM KEELER
JOANN HAGELIN
GEORGANNA D'ARCHANGELO
STEVE HAMILTON
JEFF WILSON
FROM: GEORGE CIARLONE
DATE: 6-05-96
SUBJECT: DOW DETENTION
You have requested the following information be confirmed in writing.
The MINIMUM CHARGES that will apply in connection with the Dow Chemical
linehaul rates are as follows:
MILES MIN. CHG
0-10 $210
11-25 $250 (CHANGED FROM $275)
26-50 $290
51-75 $300
76-100 $375
101-125 $433
126-150 $480
151-175 $515
176-200 $575
201-225 $585
The actual linehaul charge will be the GREATER of the actual movement
charge (contract linehaul charge + all detention hours (ld+unld)@ $32/hr) or the
Minimum Charge.
The Minimum Charges stated above will apply ONLY in connection with the
following Contracts:
4015
4630
4800
<PAGE>
===============================================================================
CHEMICAL LEAMAN TANK LINES, INC.
REQUEST FOR RATE PUBLICATION
NEW CUSTOMER CREDIT APPROVED BY: EXISTING
Mr Michael W. Humphreys Date September 1, 1995
--------------------------------- ------------------
Company The Dow Chemical Company Contract Dow
--------------------------------- ------------------
Address 2020 Dow Center Addendum
--------------------------------- ------------------
City/State/Zip Midland, MI 48674 Tariff
--------------------------------- ------------------
Telephone 517-636-3397 Eff. Date September 18, 1995
--------------------------------- ------------------
CONTRACT TYPE: Prepaid/Collect/Other PPD/COLL Exp. Date October 1, 1996
----------- ------------------
===============================================================================
CONTRACT MAILING INSTRUCTIONS:
Mail to Customer X Return to Salesperson
------------- ---------------------
Copies to: J.V. Keeler/Atlanta
-------------------------- ---------------------
R. E. Stoll/Pittsburgh, PA
-------------------------- ---------------------
Copy Terminal Mgr/Trm. No.:
-------------------------- ---------------------
===============================================================================
SHIPPER/ORIGIN CONSIGNEE/DESTINATION COMMODITY (LIQ/DRY)
1. Dow Chemical Dow Chemical Accessorial Charges
-------------------- --------------------- -----------------------
Billing Criteria: Rate/Min.
1 2 3 4
2.
-------------------- --------------------- -----------------------
Billing Criteria: Rate/Min.
1 2 3 4
COMMENTS: Add following provision to Dow Contract: If inbound line haul charges
---------------------------------------------------------------------
are rated from another shipper's contract Dow contract accessorial
---------------------------------------------------------------------
charges shall apply.
---------------------------------------------------------------------
DOW CONTRACT UPDATE BEING SENT FROM JOYCE MASON/MIDLAND, MI
BILL TO ADDRESS:
-----------------------------------------------------
(if other than above)
-----------------------------------------------------
===============================================================================
<TABLE>
<S> <C> <C>
TANK CLEANING: Per CLEA 100 Rules Tariff ----- Other than CLEA 100 Tank Cleaning Charge
-----
Commodity: Charge: $ Always Charge When Cleaned
----------- ----- ------------
Commodity: Charge: $ Always Charge When Cleaned
----------- ---------- ----- ------------
</TABLE>
ALL ACCESSORIALS WILL BE BILLED IN ACCORDANCE WITH CLEA 100 UNLESS EXCEPTIONS
ARE NOTED BELOW
Exceptions:
----------------------------------------------------------
===============================================================================
J.V. Keeler/Atlanta
Account Mngr: J.V. Keeler/Atlanta NAD: R.E. Stoll/Pittsburgh
------------------------- ---------------------
RGM Signature: Date Approved:
------------------------- ---------------------
Submitted By: J.V. Keeler/Atlanta Date Received:
------------------------- ---------------------
RA-30 6/93
===============================================================================
<PAGE>
Page: AI-1 Rev 2 Date 6/17/96
Dow:
CLEA:
APPENDIX I
BULK
ADDITIONAL CONTRACT PROVISIONS
1. COMMON CARRIER SERVICE NOT EXCLUDED
The normal operations of Carrier as a motor Common Carrier shall not be affected
by this Contract, nor shall Carrier be precluded from performing transportation
services for Dow as a Common Carrier in connection with transportation services
outside the scope of this Contract.
2. COMPUTATION OF MILEAGE
Distances between all points shall be based upon Rand McNally MILEMAKER System
as determined from the Household Goods Carriers' Bureau Mileage Guide No. 14 or
reissues thereof.
3. CONDITION OF TANKS TENDERED FOR LOADING
Carrier will supply "clean, dry, and free of contaminating odor" tank equipment
of the type needed for the product involved. Pumps and hoses must be free of
contaminants, and hose ends (when not in use) must be protected from
contamination.
o 4. DETENTION
(a) Except as otherwise more specifically provided for in Appendix II of
this Contract, no free time will be allowed for loading at any Dow or
Dow designated location and no free time will be allowed for unloading
at any consignee's location.
(b) Paragraphs not brought forward
(f) are hereby canceled Effective: 06-17-96
o Denotes Change
<PAGE>
Page: AI-2 Rev 1 Date 6/17/96
Dow:
CLEA:
(c) Carrier will provide quarterly reports which show the following:
(1) average load time by plant
(2) average unload time by customer
(d) Time for loading is to be computed from the time of arrival of
Carrier's equipment at the Dow gate to the time of departure from Dow's
gate. Time for unloading is to be computed from the time of arrival of
Carrier's equipment at any consignee's gate to the time of departure
from consignee's gate.
5. CANCELLED VEHICLES
Except as otherwise provided (see Exception), when a tractor-trailer unit is
ordered by Dow and such order is subsequently cancelled or postponed by Dow
after the vehicle has been dispatched from the Carrier's terminal, the charges
in the S.A.C. will apply. In addition, the terms of Provision No. 4 will apply,
except that no time without charge shall be allowed.
Exception: When the vehicle ordered is subsequently cancelled for the shipment
of the commodity for which it was specifically ordered, but such
vehicle is used in the shipment of the same commodity to a different
destination, or is used in a shipment of a different commodity to the
same destination or a different destination, the terms of this
Provision will not apply if the vehicle, as presented, is acceptable
for loading without cleaning, and if the vehicle is of an acceptable
capacity to Dow. Furthermore, if cancellation is communicated to
Carrier more than four hours prior to scheduled departure, this
Provision does not apply.
6. DIVERSION OR RECONSIGNMENT
Shipments moving on rates named in this Contract may be diverted or reconsigned
in transit or at billed destination, subject to the following conditions:
o Denotes Change
<PAGE>
Page: AI-3 Rev 1 Date 9/1/95
Dow:
CLEA:
(a) The term "Diversion or Reconsignment" means change in the name of
consignee and/or destination of the entire shipment, or any other
instructions given to the Carrier requiring an addition to, or change
in, billing necessary to effect delivery or involving an additional
movement of equipment.
(b) On shipments diverted or reconsigned to a place of unloading within the
corporate limits of the municipality to which the shipment was
originally consigned, the applicable rate from point of origin to
destination will apply, In addition to the charge provided in the
S.A.C.
(c) On a shipment diverted or reconsigned to a place of unloading not
within the corporate limits of the municipality to which the shipment
was originally consigned, the applicable rates (see Exception) shall be
determined from mileage tables hereon based on the mileage from point
of origin to final destination over the route of actual movement as per
Dows' instruction computed in accordance with Provision No. 2, and will
apply in addition to the charges provided in the S.A.C.
Exception: When point of diversion or reconsignment is on the most
direct highway route and is intermediate to the final
destination, the rate to the final destination will apply.
(d) On such movement, freight charges will be computed on the actual loaded
movement miles.
(e) The charge, (see S.A.C.) for each diversion or reconsignment, is in
addition to all other applicable charges. This charge will be billed to
company requesting diversion or reconsignment.
(f) Time consumed in waiting for orders under this provision will be
considered part of unloading time, and detention charges will be
assessed as provided in Provision No 4 above, if time without charge
has elapsed.
(g) A request for diversion or reconsignment must be made or confirmed in
writing by the shipper. (Preferably with an amended bill of lading or
shipping notice being presented to the Carrier.)
<PAGE>
Page: AI-4 Rev 1 Date 9/1/95
Dow:
CLEA:
7. HOSE
When hose is required or requested to effect either pickup or delivery, or both,
of a single shipment, then either a two, three, or four inch inside diameter
hose length(s) will be provided. All hoses will be provided without charge.
8. REJECTED SHIPMENTS
If, for any reason not ascribable to the Carrier or its personnel, a shipment is
rejected by the consignee at destination, notification to Dow shall be given in
writing, telephone, or telegraph, requesting disposition.
The charges to be applied on such rejected, returned shipments shall be in
accordance with the S.A.C. as applied to the outbound shipment rates as
published from the original point of origin to the original point of destination
on the date of the resumed shipment and shall be based on the actual weight of
the product returned. Time consumed waiting for orders under this provision will
be considered as part of unloading time, and detention charges will be assessed
in accordance with Provision No. 4.
9. SPOTTING NON-POOLED SEMI-TRAILERS FOR LINE HAUL MOVEMENTS OR STORAGE
(a) Except as otherwise provided, when, for Dow's convenience, Carrier is
requested or required to place and leave a single semitank on the
premises of Dow, or any other practical site they may designate for the
purpose of loading or unloading for a line haul movement a charge in
accordance with the S.A.C. for each 24 hour period or fraction thereof
will apply.
(b) An allowance of one (1) hour without charge for spotting and one (1) hour
without charge for pickup will be allowed (see Provision No. 4).
(c) When, in connection with such spotting, it becomes necessary to move
tractor(s) without semi-trailers, the charges in the S.A.C. will apply
covering the movement of such tractor(s) for the miles travelled from and
the miles travelled to return to the carriers terminal from which the
tractor(s) was(were) dispatched.
(d) When spotting is for the purpose of storage, the conditions and charges
will be negotiated on a local basis and shown in Appendix II for that
site location.
<PAGE>
Page: AI-5 Rev 1 Date
Dow:
CLEA:
(e) Carrier agrees that Dow may move Carrier's trailers within Dow's
premises, however, Dow will be responsible for any damage incurred to
trailers during such movement.
(f) Dow will be liable for tank cleaning charge as provided in the S.A.C., if
applicable, when trailer is released from spotting.
10. SUNDAY AND HOLIDAY SHIPMENTS
If Carrier is required by Dow to load, pick-up, unload, or actually deliver on a
Sunday or Holiday, the charge in the SAC will apply on a per unit basis.
The intent is to compensate Carrier for "call-out" of local drivers to perform
this work. The charge does not apply if the shipment is enroute over a Sunday or
Holiday, but is loaded or unloaded (picked up or delivered) on any other day.
The term "holiday" is hereby defined to include the following days or the day on
which they are celebrated:
New Year's Day Independence Day Thanksgiving Day
Good Friday Labor Day Christmas Day
Memorial Day
Carrier reserves the right to perform service on Sundays and Holidays (not
requested but consented to, by shipper upon Carrier's request) for operating
reasons, in which case extra charges herein do not apply.
11. STOP-OFF IN TRANSIT TO COMPLETE LOADING AND/OR FOR PARTIAL DELIVERY
(a) Except as otherwise provided, shipments may be stopped in transit to
complete loading and/or partial delivery.
(b) A shipment loaded at two or more places within the corporate limits of a
single point of origin and/or delivered to two or more places within the
corporate limits of a single destination, shall be considered as being
stopped in transit to complete loading and/or partial delivery under the
conditions of this provision.
(c) A shipment stopped in transit for partial delivery may be delivered to
two or more consignees within the corporate limits of a single
destination or may be delivered to two or more consignees at two or more
destinations.
<PAGE>
Page: AI-6 Rev 1 Date 9/1/95
Dow:
CLEA:
(d) To determine the mileage on shipments loaded at two or more places
within the corporate limits of a single point of origin and/or delivered
to two or more places within the corporate limits of a single
destination, except as otherwise provided, see paragraph (f) of this
provision.
(e) To determine the mileage on shipments loaded at two or more places which
are not all within the corporate limits of a single point and/or
delivered to two or more places which are not all within the corporate
limits of a single destination, except as otherwise provided, see
paragraph (f) of this provision.
(f) To determine the applicable mileages for shipments made in paragraphs
(d) and (e) of this provision, the Rand McNally MILEMAKER will apply and
shall start at the point of loading and include the miles travelled by
the vehicle via all stop-in-transit points to final destination or to
the point at which the vehicle discharges the last portion of its cargo.
Mileages so computed shall be used to determine the applicable rate for
the entire shipment and shall apply on the number of gallons or pounds
of commodity loaded at origin, subject to the minimums provided herein.
(g) In addition to all other lawful charges, an additional stop off charge,
as stated in the S.A.C., will apply. Such charge shall not be assessed
at the origin or final destination.
(h) Aggregate total loading or unloading times will be charged for in
accordance with Provision No. 4.
12. WEIGHING VEHICLES
Unless otherwise provided, freight charges shall, at Dow's option, be based on
one of the following methods of weight determination:
(a) The description of the commodity and the weight of the shipment shall be
shown by Dow on the shipping order or bill of lading.
(b) Dow shall show on shipping order or bill of lading the specific gravity
at temperature loaded.
(c) Dow shall show on shipping order or bill of lading the weight per gallon
at temperature loaded.
<PAGE>
Page: AI-7 Rev 1 Date: 9/1/95
Dow:
CLEA:
(d) The party which requests independent weighing of a shipment should pay
weighing charge and all ensuing charges related to time and distance.
In the absence of election of one of the foregoing methods, where a vehicle
is weighed on public scale at the request of Dow or consignee, a charge
(see the S.A.C.) shall be assessed for each weighing in addition to all
other lawful charges.
Time consumed in weighing vehicle, before or after loading, or both, at the
point of shipment, shall be considered as part of time for loading and
subject to charges set forth in Provision No. 4.
Time consumed in weighing vehicle, before or after unloading, or both, at
the point of destination, shall be considered as time for unloading and
subject to charges and other provisions as set for in Provision No. 4.
Carrier shall provide Dow and/or consignee with a calibration chart for the
trailer utilized.
13. ACCESSORIAL AND EMERGENCY SERVICES
Accessorial and emergency service will be provided, if practicable, and
such service charges shall be in accordance with the S.A.C.
On Sundays and Holidays, time shall begin when Carrier's equipment leaves
Carrier's terminal and continue until equipment is returned to the
Carrier's terminal from which dispatched. Weekdays time will be computed
Dow gate to gate. Any delay directly attributable to the Carrier will be
subtracted from the total time. Time of equipment departure and arrival at
the terminal will be indicated on the bill of lading or freight bill for
each shipment.
13A. ASSISTANCE FROM OR EVACUATION OF POWER VEHICLE BY SECOND
DRIVER-LOADING/UNLOADING
When a two-person sleeper team is required to handle a shipment and Dow or
the consignee requires the second person to assist in loading and/or
unloading or to evacuate the power vehicle a charge (see the S.A.C.) will
apply. Time to be computed from the time the Carrier's equipment arrives at
the loading or unloading gate until the time the Carrier's equipment
departs from the loading or unloading gate.
<PAGE>
Page: AI-8 Rev 1 Date: 9/1/95
Dow:
CLEA:
Charges set forth in the S.A.C. will be in addition to all other applicable
charges and shall be paid by the party requesting this service.
14. TANK CLEANING AND HEEL DISPOSAL
When Carrier is requested to furnish a trailer for the transportation of
products, which, because of its inherent nature requires cleaning and waste
disposal before the trailer can be returned to service, the charges set
forth in the S.A.C. will apply on the initial loading. These charges are in
addition to all other lawful charges assessed against the shipment.
Charges shall not be made on subsequent loading of the same trailer so long
as said trailer remains continuously in the exclusive use of the same
consignor, unless such consignor requests that the trailer be cleaned after
delivery of any of these loadings, in which case the applicable additional
charges shall be applied on the next loading of these products following
such requested cleaning.
When two or more products are shipped at one time in a compartmented
trailer, the applicable cleaning charge will be the highest applicable
charge on any product in the trailer.
15. SPECIAL EQUIPMENT AND SERVICE
When special equipment as listed below is required or requested by the
consignor or consignee prior to movement of the shipment, such equipment,
if available, will be furnished by Carrier subject to charges in the S.A.C.
Air Blowers, Air Compressors, Air Dryers, Nozzles, and Pumps will be
provided, as requested, without charge.
(a) Compartmented Trailers.
(b) Heating-in-transit Service: Except as otherwise provided, Carrier
will, upon request of consignor or consignee, furnish, if available, a
trailer and/or tractor equipped with a controlled heating-in-transit
system subject to the charges in the S.A.C.
(c) Heating Service: When, upon request, of consignor or consignee, a
shipment is stopped in transit for the purpose of heating the lading
by steam or any other means, the charges in the S.A.C. will apply.
<PAGE>
Page: AI-9 Rev 1 Date: 9/1/95
Dow:
CLEA:
Carrier will apply heat for the length of time prescribed by the consignor
or consignee. Heating time will be deemed to start at the time heat is
applied to the lading and shall end when the heat is removed.
It shall be the responsibility of the consignor or consignee to make
arrangements for the use of steam and other heating facilities at its own
expense, although Carrier will, if requested, attempt to locate such
facilities and make arrangements for their use provided, however, that the
consignor or consignee shall agree to be responsible for any expense
incurred for the use of such facilities.
Time consumed by heating at consignor's site of pick up and/or consignee's
site of delivery shall be considered as loading and/or unloading time and
shall be charged for as provided in Provision No. 4.
All charges set forth in this provision shall be in addition to all other
lawful charges assessed against the shipment.
16. OVERNIGHT AND WEEKEND LAYOVER
OVERNIGHT
(a) When Carrier's vehicle arrives at point of loading, unloading,
stop-off and/or final destination between 8:00 a.m. and 4:00 p.m. on a
day between Monday and Friday, inclusive or on Saturday or Sunday if
so requested by Dow or consignee, and Dow or consignee cannot complete
loading and/or unloading on the date of arrival, the time the vehicle
is detained between 8:00 a.m. and 5:00 p.m., or the time the driver is
released if later than 5:00 p.m., will be charged for according to the
terms of Provision No. 4. If the vehicle (tractor and/or trailer) is
detained until 8:00 a.m. the following morning at such point, or in
the vicinity thereof, and the driver is not required to remain on
duty, the terms of Provision No. 4 will not apply from 5:00 p.m. until
8:00 a.m. the following morning and in lieu thereof, the charges in
the S.A.C. for Single Driver or Sleeper Team for each overnight
layover will apply.
If the vehicle (tractor and/or trailer) is further detained, charges
outlined above or in paragraph (b) below, as applicable, will be the
same as if the vehicle had just arrived, except that no time without
charge as provided for in the terms of Provision No. 4 will apply.
<PAGE>
Page: AI-10 Rev 1 Date: 9/1/95
Dow:
CLEA:
WEEKEND LAYOVERS
(b) When Carrier's vehicle arrives at point of loading, unloading,
stop-off and/or final destination between 8:00 a.m. and 5:00 p.m. on a
Friday, and Dow or consignee cannot complete loading and/or unloading
on the day of arrival, the time the vehicle is detained between 8:00
a.m. and 5:00 p.m., or the time the driver is released if later than
5:00 p.m., will be charged according to the terms of Provision No. 4.
If the vehicle (tractor and/or trailer) is detained over the weekend
until 8:00 a.m. Monday at such point, or in the vicinity thereof, and
the driver is not required to remain on duty, the terms of Provision
No. 4 will not apply from 5:00 p.m. on Friday, or the time the driver
was released if later than 5:00 p.m. until 8:00 a.m. Monday morning
and, in lieu thereof, the charges in the S.A.C. for Single Driver or
Sleeper Team for such weekend layover will apply.
If the vehicle (tractor and/or trailer) is further detained, charges
outlined in paragraph (a) will apply the same as if the vehicle had
just arrived, except that time without charge as provided for in
Provision No. 4 will apply.
When Carrier's vehicle arrives at point of loading, unloading, stop-off and/or
final destination at a time other than between 8:00 a.m. and 5:00 p.m. and, when
due to compliance with Dow and/or consignee instructions, a layover is required
to complete loading and/or unloading, charges for detention time after 5:00 p.m.
as provided in paragraph (a) and (b) above, whichever applies will be
applicable.
17. SERVICE PERFORMANCE
Carrier understands and agrees to have its performance measured by Dow
using the "Measurement of Quality Performance" methodology, a copy of which
is made a part of this Contract as Appendix III.
18. CLEANING AND WASTE DISPOSAL
Carrier warrants that he will perform all duties of a "generator" as
identified by the EPA in 40 CRF 260.10 and that any cleaning facilities
used will meet all Resource Conservation and Recovery Act requirements.
<PAGE>
Page: AI-11 Rev 1 Date: 6/17/96
Dow:
CLEA:
19. DRUMMING FROM TANK TRAILERS
Carrier will not off-load hazardous materials (as defined by DOT) from
trailers into drums. If consignee should request Carrier to do this,
Carrier shall refuse and notify Dow of same. Products designated as
combustible are exempt from this policy.
20. CURRENCY
Freight rates and/or charges applicable under the terms or Provisions of
this Contract shall be stated and payable in U.S. funds only.
21. ALTERNATION OF RATES
In Appendix II, where there is a conflict between tabular rates (mileage
based) and point-to-point commodity rates, the rate that produces the
lowest line haul transportation charge will apply.
When shipments to, from, and between the United States and Canada are
tendered and when there is a Dow Canada and a Dow U.S.A. contract, then the
lowest contract freight rate in either contract will apply on either a
prepaid or collect basis and the payment will be in U.S. funds only.
22. ARBITRATION
If any disputes or differences in interpretation arise other than provided
under Provisions 1 through 21 above, such disputes will be resolved by
negotiations between the two parties or by a mutually agreed upon
arbitrator.
23. SCHEDULE OF MINIMUM CHARGES
Schedule of Minimum Charges is based a one-way billed miles scale and flat
minimum charges. See Item 23 of the SAC for scale and flat charges.
*Denotes Change
<PAGE>
Page: SAC-1 Rev 4 Date: 6/17/96
Dow:
CLEA:
<TABLE>
<CAPTION>
THE DOW CHEMICAL COMPANY
UNIFORM BULK MOTOR CARRIER CONTRACT
STANDARD ACCESSORIAL CHART
PROVISION (NO.) CHARGE
- -------------------------------------------------- -----------------------------------------------------
<S> <C>
Detention (4) ` $8.00 per 1/4 hour increment or fraction thereof
(billed in monthly statements) LOA, UNL (ACON)
Cancelled Vehicle (5) $140 XLD (ACON)
Diversion/Reconsignment (6) $35 REC (ACON)
Rejected Shipments (8) 50% Of outbound line haul rates; minimum of $165
and minimum of $1.30/mile. REJ
Spotting for Line Haul Movements (9) $110 Each 24 hour period or fraction thereof SPL, SPU (ACON)
Tractor only: $1.41/mile; $65 minimum DHL, DHU (ACON)
Spotting for Storage (9) Determined by local contract terms and charges as
listed in Appendix II
Sunday and Holidays (10) $195 PRE .00 $195.00 min (ACON) TRFI min + max $195.00
Stop-off Intrasit (11) $45 STO (ACON)
Weighing Vehicles (12) $20 SCL, SCU (ACON)
Accessorial and Emergency Service (13) Sunday and Holidays: 01:8905L
$45 each hour; 8 hours minimum UN#608402
All other days: 01:8906L
$45 each hour; 8 hours minimum UN#608401
Assistance from or Evacuation of $5 For each minute period or fraction thereof
Power Vehicle by Second Driver: will be assessed if second driver is required to
Loading/Unloading (13A) assist in loading/unloading or evacuate from his unit
Tank Cleaning and Heel Disposal (14) A. $125 Standard products (ACON)
B. $190 (See Attachment A) TCLN
C. $500 (See Attachment A) SCREEN
D. Determined by local contract terms and charges
as listed in Appendix II
</TABLE>
*Denotes Change
<PAGE>
Page: SAC-2 Rev 2 Date: 9/18/95
Dow:
CLEA:
<TABLE>
<CAPTION>
THE DOW CHEMICAL COMPANY
UNIFORM BULK MOTOR CARRIER CONTRACT
STANDARD ACCESSORIAL CHART
PROVISION (NO.) CHARGE
- -------------------------------------------------- -----------------------------------------------------
<S> <C>
Special Equipment and Service (15) A. $90 For compartmented trailers CTC (ACON) .00 $90 min.
B. $45 Heating-in-transit (tractor only)
$85 Heating-in-transit (tractor and trailer) HIT (ACON)
C. Heating Service:
STOP OFF IN-TRANSIT FOR PURPOSE
OF HEATING
Note A Note B
$45 $11 Weekdays (excluding
holidays)
$55 $13 Saturdays
$65 $17 Sundays and holidays
Note A: Applies for the first hour or fraction
thereof.
Note B: Applies for each additional
fifteen minutes or fraction thereof.
Overnight and Weekend Layovers (16) $200 single driver -- overnight LCN
$275 sleeper team -- overnight LSN
$600 single driver -- weekend LCW (ACON)
$1,760 sleeper team -- weekend LSW
</TABLE>
* If inbound line haul charges are rated
from another shipper's contract, Dow
contract accessorial charges will apply (17) Accessorial override
*Denotes Change
<PAGE>
Page: II-1(AP) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
ALLSYN'S POINT
--------------
ACCESSORIAL CHARGES:
- --------------------
Except as otherwise provided, the rates and charges contained herein are subject
to the CLEA 100 Tariff Series.
EQUIPMENT ON LONG-TERM STORAGE: $100/day
- -------------------------------
Item 100
- --------
Origin: Allyn's Point, CT
Commodity: Liquid Commodities transported in single compartment MC-307
trailer
<TABLE>
<CAPTION>
Flat Rate/
Destination Charge Loaded Mile
----------- ------ -----------
<S> <C> <C> <C>
01:0104L ME; Corinth, NY; Fulton, NY -- 01:0111L -$64 + $2.65
01:0103L CT, NH, NJ (Zips 070-079, 085,086, 088,089; Nassau - 64 + 3.44
and Suffolk counties), NY (points not otherwise
listed that are less than 140 highway miles from
origin), RI, VT
01:0102L Tildale, GA (Dalton, GA) - 64 + 2.22
01:0163L Tyrone, PA - 64 + 2.98
01:0101L Points in US (except provided for above) - 64 + 2.27
01:0100L Points in Canada - 64 + 3.49
Sunday charge not applicable SUN (AiTE)
NOTE: Tank cleaning charge of $180 when cleaned for
shipments destined for points in Maine. TCL
(AiTE) 01:0104
</TABLE>
*Denotes Change
<PAGE>
Page: II-2(AP) Rev 3 Date: 11/05/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 200 01:0110L
- --------
Origin: Allyn's Point, CT
Destination: Points in U.S.
Commodity: Plastic Pellets
Toll Charge: Tolls outside of rates TL1 -- AC (AiTE)
Miles Flat Charge Rate/Mile
----- ----------- ---------
0 - 300 -$128 + $3.20
301 - 500 -128 + 3.00
501 & Over -128 + 2.85
Item 300 01:0162L
- --------
Origin: Allyn's Point, CT
Destination: Points in Canada
Commodity: Plastic Pellets
Rate: -$128 flat charge + $3.10/loaded mile
Toll Charge: Tolls included in rate TL1 -- IR (AiTE)
Item 400 01:0277L
- --------
Origin: Petrolia, PA
Destination: Allyn's Point, CT
Commodity: Liquid Commodities in single compartment MC-307 trailer
Rate -$128 flat charge + $1.75/loaded mile
Item 500 33:0290L
- --------
Origin: Allyn's Point, CT
Destination: Messena, NY
Commodity: Plastic Pellets in single compartment trailers
Rate $1,029/shipment
*Denotes Change
<PAGE>
Page: II-3(AP) Rev 2 Date 12/06/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 600 01:0105L
--------
Origin: Allyn's Point, CT
o Destination: Bridgeport, NJ and Deepwater, NJ
Commodity: Hazardous Waste, liquid in dedicated single compartment
trailers
Rate: $800/shipment
Tank Cleaning $200, when cleaned TCL:(AITE)
Charge:
NOTE: Rate applies to shipments handled in round trip
transportation only.
Item 700 01:0107
--------
Origin: Allyn's Point, CT
Destination: Allyn's Point, CT
Commodity: In-plant storage trailers
Rate: $650 per month per trailer
- -------------------
o Denotes Change
<PAGE>
Page: II-1(B) Rev 1 Date 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
BALTIMORE
o Item 100 01:0112L
--------
Origin: Baltimore, MD (Bids Terminal)
Commodity: Dry Bulk
Miles Flat Charge Rate/Mile
----- ----------- ---------
0 - 100 $ 79 + $3.18
101 - 200 $ 95 + 3.01
201 - 400 $126 + 3.13
401 & Over $ 34 + 3.36
o Item 200
--------
Origin: Baltimore, MD
Commodity: Dry Plastic Pellets
Destination Rate/Shipment
----------- -------------
02:0109 Cockeysville, MD $197
01:0182 Winchester, VA 322
<PAGE>
Page: II-1(C) Rev 2 Date 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
CHANNAHON
o Item 100
--------
Origin: Channahon, IL
Commodity: Liquid Commodities transported in single compartment
MC-307 trailers
Flat Rate/
Destination Charge Loaded Mile
----------- ------ -----------
01:0125L LA -$128 + $1.80
01:0130L AL, DC, DE, FL, IN, KY, MILES
MD, ME, MI, MS, NC, NH, 10-150 -128 + 3.00
SC, VT, VA 151 & Over -128 + 2.60
01:0272L OH -128 + 2.25
01:0273L OH (Counties of: Meigs, Gallia, -128 + 2.60
Lawrence, Scioto, Pike, Jackson
and Vinton)
01:0183L CT, MA, PA, NJ, NY, RI, WV, Ontario -128 + 2.10
01:0184L TN -128 + 2.60
01:0185L Tisdale, GA (Dalton, GA) -128 + 1.75
01:0186L GA (all other points) -128 + 2.25
01:0187L TX (Counties of: Brazoria, Chambers, -128 + 1.75
Ft. Bend, Galveston, Harris,
Jefferson, and Montgomery)
01:2090L TX (Dallas and Tarrant counties) -128 + 2.25
01:0188L TX (all other points) -128 + 2.50
01:0132L Points in US including Illinois -128 + 2.85
in continuation of an interstaate
move
01:0271L Points in Manitoba, Alberta, Quebec, -128 + 3.00
British Columbia, Saskatchewan
and New Brunswick
- -------------------
o Denotes Change
<PAGE>
Page: II-1A(C) Rev 1 Date 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 150
--------
Origin: Channahon, IL
Commodity: Liquid Commodities transported in single compartment
MC-307 trailers.
<TABLE>
<CAPTION>
Flat Rate/ Flat Rate/
Destination Charge Loaded Mile Destination Charge Loaded/Mile
----------- ------ ----------- ----------- ------ -----------
<S> <C> <C> <C> <C> <C> <C>
01:0189L Detroit, MI -$128 + $2.25 Huron, OH -$128 + $2.15 01:0217
01:0190L Freemont, MI -128 + 2.25 Middletown, OH -128 + 1.75 01:0218
01:0191 Grand Haven, MI -128 + 2.25 Perrysburg, OH -128 + 2.25 01:0219
01:0192L Grand Rapids, MI -128 + 2.25 Solon, OH -128 + 2.15 01:0220
01:0193L Holland, MI -128 + 2.25 Strongsville, OH -128 + 2.15 01:0221
01:0194L Kalamazoo, MI -128 + 1.75 Tallmadge, OH -128 + 2.15 01:0222
01:0195L Midland, MI -128 + 1.75 Toledo, OH -128 + 2.25 01:0223
01:0196L Plymouth, MI -128 + 2.25 Twinsburg, OH -128 + 2.15 01:0224
01:0197L Pontiac, MI -128 + 2.25 Urbana, OH -128 + 2.15 01:0225
01:0198 Saranac, MI -128 + 2.25 Van Wert, OH -128 + 2.25 01:0226
01:0199 Utica, MI -128 + 2.25 Xenia, OH -128 + 1.95 01:0227
01:0200L Wyoming, MI -128 + 2.25 Canadian
01:0201L Warren, MI -128 + 2.25 --------
01:0202L Wyandotte, MI -128 + 2.25 Ajax, ON -128 + 1.75 01:0228
01:0203L Akron, OH -128 + 2.15 Bramalea, ON -128 + 1.75 01:0229
01:0204L Ashtabula, OH -128 + 2.15 Brampton, ON -128 + 1.75 01:0230
01:0205 Bedford, OH -128 + 2.15 Concord, ON -128 + 1.75 01:0231
01:0206L Berea, OH -128 + 2.15 Downsview, ON -128 + 1.75 01:0232
01:0207L Cincinnati, OH -128 + 1.95 Leaside, ON -128 + 1.75 01:0233
01:0209L Cleveland, OH -128 + 2.15 Maple, ON -128 + 1.75 01:0234
01:0210L Columbus, OH -128 + 2.15 Mississauga, ON -128 + 1.75 01:0235
01:0211L Coshocton, OH -128 + 2.15 Mitchell, ON -128 + 2.10 01:0236
01:0212L Cuyahoga, OH -128 + 2.15 Oakville, ON -128 + 1.75 01:0237
01:0213L Dayton, OH -128 + 1.75 Rexdale, ON -128 + 1.75 01:0238
01:0214L Dover, OH -128 + 2.15 Sarnia, ON -128 + 1.75 01:0239
01:0215L Evendale, OH -128 + 1.75 Weston, ON -128 + 1.75 01:0240
01:0216L Hamilton, OH -128 + 1.75
</TABLE>
- -------------------
o Denotes Change
<PAGE>
Page: II-2(C) Rev 1 Date 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 200
--------
Origin: Channahon, IL
Commodity: Liquid Commodities transported in multi-compartment
MC-307 trailers.
Flat Rate/
Destination Charge Loaded Mile
----------- ------ -----------
01:0241L Akron, OH -$128 + $3.05
01:0242L Ashtabula, OH -128 + 3.05
01:0243 Bedford, OH -128 + 3.05
01:0244L Berea, OH -128 + 3.05
01:0245L Cincinnati, OH -128 + 3.05
01:0246L Circleville, OH -128 + 3.05
01:0247L Cleveland, OH -128 + 3.05
01:0248L Columbus, OH -128 + 3.05
01:0249L Coshocton, OH -128 + 3.05
01:0250L Cuyahoga, OH -128 + 3.05
01:0251L Dayton, OH -128 + 3.05(1)
01:0252L -128 + 2.50(2)
01:0253L Dover, OH -128 + 3.05
01:0254L Evendale, OH -128 + 3.05(1)
01:0255L -128 + 2.50(2)
01:0256L Hamilton, OH -128 + 3.05(1)
01:0257L -128 + 2.50(2)
01:0258L Huron, OH -128 + 3.05
01:0259L Middletown, OH -128 + 3.05(1)
01:0260L -128 + 2.50(2)
01:0261L Perrysburg, OH -128 + 3.05
01:0262L Solon, OH -128 + 3.05
01:0263L Strongsville, OH -128 + 3.05
01:0264L Tallmadge, OH -128 + 3.05
01:0265L Toledo, OH -128 + 3.05
01:0266L Twinsburg, OH -128 + 3.05
01:0267L Urbana, OH -128 + 3.05
01:0268 Van Wert, OH -128 + 3.05
01:0269L Xania, OH -128 + 3.05
- -------------------
(1) Rate applies if no reload from Pilot/Middletown, OH
(2) Rate applies if trailer reloaded within 24 hour period from
Pilot/Middletown, OH
o Denotes Change
<PAGE>
Page: II-3(C) Rev 5 Date 09/01/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 300 01:1001L
--------
Origin: Channahon, IL
Destination: Mississauga, ON with a stop-off for partial unloading at
Fort Erie, ON
Commodity: Liquid Commodities
Rate: $2,314/shipment
Item 400 01:0270L
--------
Origin: Channahon, IL
Destination: Points in the US and Ontario
Commodity: Liquid Commodities transported in multi-compartment
MC-307 trailer
Rate: -$128 flat charge + $3.05/loaded mile
Item 500 01:0280L
--------
Origin: Channahon, IL
Destination: Points in Manitoba, Alberta, Quebec, British Columbia,
Saskatchewan and New Brunswick
Commodity: Liquid Commodities transported in multi-compartment
MC-307 trailer
Rate: -$128 flat charge + $3.18/loaded mile
Item 600 01:0600L
--------
Origin: Channahon, IL
o Destination: Marlborough, MA
Midland, MI
Commodity: Liquid Commodities in ISO containers
Rate: $1.50/running mile; $800/month container lease charge;
CTS (AITE) $10.50/day chasis lease charge CHA (AITE)
Cleaning When cleaned
Charges:
Item 700 01:0700
--------
Origin: Channelview, TX
Destination: Channahon, IL or Joliet, IL
Commodity: Liquid Commodities in MC-307 single compartment, rear
discharge, reloadable trailers
Rate: -$128 flat charge + $1.75/loaded mile
- --------------------
o Donotes Change
<PAGE>
Page: II-1(F) Rev 2 Date 12/13/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
FREEPORT
Accessorial Charges: All accessorial charges not specifically covered
by Dow Master Contract to be billed per CLEA
100 series.
(MON/SAT) (SUN/HOL)
04:4005L 04:4006L
Item 100
--------
Intraplant Work: When upon request of the shipper, carrier provides
a unit for intraplant work, a charge of $45.00/hour,
or fraction thereof, shall apply, subject to a 4
hour minimum Monday thru Saturday and 8 hour
minimum on Sunday and holidays.
o Spotting and/or $55.00 flat charge. If service takes more than one
Pickup Service on (1) hour, bill extra time at intraplant rate of
Tanks & Containers $45.00/hour, or fraction thereof, subject to 8 hour
Spotted for Storage: minimum on Saturdays. ELA (AITE) 04:4005 AND 04:4006
Rental Charges: $70/day for plant storage trailers and ISO containers
on 20' and 40' chassis. 04:4444L
Dry Disconnects: When dry disconnects are required for delivery, an
additional charge of $200 will apply to all shipments
transported in non-dedicated equipment. DRD (AITE)
Idle Day Charges: $50/day except Saturday, Sunday & Holidays on TDI
Trailers 6-245, 6-246, 6-967, 7-263. 05:8954L
IDL (AITE)
$50/day except Saturday, Sunday & Holidays on
magnesium chloride trailer 8-065. 05:8955L IDL (AITE)
<PAGE>
Page: II-2(F) Rev 1 Date 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 200
--------
Origin: Points in Texas
Commodity: General Chemicals in stainless steel single compartment
trailers in non-dedicated, reloadable service.
Destination Flat Charge Rate/Mile
----------- ----------- ---------
04:4500L CT, DE, GA, IL, IN, KY, MA, MD, $ 37 + $2.26
MI (Except Midland), NC, NJ, NY,
OH, PA, RI, SC, VA, WI, WV, ON
and PQ
04:0400L Canada except ON and PQ 56 + 3.00
04:4505L AL, MS, MO, TN -128 + 2.58
04:4510L CA -128 + 2.60
04:4525L LA -128 + 2.14
04:4515L All other states except TX and as -128 + 2.81
otherwise provided herein
Item 300 04:4520L - TDI 04:4521L - Other Products
--------
Origin: Points in Texas
Destination: Points in U.S. and Canada
Commodity: Non-reloadable shipments made on a dedicated
basis; includes TDI and dry products,
magnesium chloride and bulk containers.
Rate: $3.00/loaded mile + $56
Cleaning: $835 on TDI shipments TCL - Always bill (AITE on 04:4520)
<PAGE>
Page: II-2A(F) Rev 1 Date 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 350
--------
Origin: Freeport, Texas
Commodity: Latex liquid
Fixed
Destination Rate/Shipment Rate/Mile
----------- ------------- ---------
04:4901 Courtland, AL -$128 + $2.81
04:4902 Mobile, AL -128 + 2.22
04:4903 Naheola, AL -128 + 2.81
04:4904 Pennington, AL -128 + 2.58
04:4905 Crossett, AR -128 + 2.60
04:4906 Ft. Smith, AR -128 + 3.18*
04:4907 San Marcos, CA -128 + 2.60
04:4908 Tucker, GA -128 + 2.45
04:4909 St. Francisville, LA -128 + 2.14
04:4910 Midland, GA -128 + 1.75
04:4911 Canton, GA -128 + 2.39
04:4912 N. Philadelphia, OH -128 + 2.39
04:4913 Portland, OR -128 + 2.81
04:4914 Aiken, SC -128 + 2.42
04:4915 Evadale, TX 759 --
04:4916 Houston, TX 401 --
04:4917 Pasadena, TX 440 --
Canadian
--------
04:4918 Varennes, PQ -128 + 1.75
*Requires center unload trailer
<PAGE>
Page: II-3(F) Rev 1 Date 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 400 04:4521L
--------
Origin: Points in Texas
Destination: Points in Mexico
Commodity: Liquid Commodities
Rate: $3.00/loaded mile + $56
On shipments to Mexico to be transported via the
international boundary at any point in Texas, an extra
charge of $200/round trip crossing will be applicable
in addition to all other charges.
o Item 500 04:4590L
--------
Origin: Points in Texas
Destination: Points in U.S, (except Texas) and Canada
Commodity: Liquid Commodities transported in multi-compartment trailer.
Rate: -$128 flat charge + $2.85/loaded mile
o Item 600 04:4527L
--------
Between: Freeport, TX
and
Ports of Barbours Cut, Galveston and Houston, TX
Commodity: Freight All Kinds
Rate: $174/tank container
<PAGE>
Page: II-4(F) Rev 1 Date 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 700 04:4593
--------
Origin: Freeport, Texas
Destination: Mahrt, AL
Commodity: Latex in single compartment trailer
Rate: $1,783/shipment
o Item 800 04:4592L
--------
Origin: Pasadena, Texas
Destination: Anderson, IN
Commodity: Chemicals, NOI
Rate: -$128 flat charge + $2.20/loaded mile
Item 900
--------
o Item 1000 04:4000L
---------
Origin: Freeport, Texas
Destination: Rochester, NY
Commodity: Liquid Commodities in single compartment, MC-307 trailer.
Rate: $3,514/shipment
<PAGE>
Page: II-5(F) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 1100
---------
Origin: Freeport, TX
Commodity: Liquid Chelating compounds in single compartment trailer
Tank $125 when cleaned
Cleaning:
Stop-off $185 per stop for all stops after the first.
Charge:
TANK CLEANING
BACKOUT $75.00
----------
<TABLE>
<CAPTION>
Flat Rate/
Destination Charge Mile
----------- ------ -----
<S> <C> <C> <C>
04:4063L Tildale, GA (Dalton, GA) -$128 + $1.75
04:4602L Chattanooga, TN -$128 + 1.98
04:4604 Chattanooga, TN to Tildale, GA $215/shipment
(Dalton, GA)(continuation)
</TABLE>
<TABLE>
<CAPTION>
o Item 1200 04:4591L
---------
<S> <C>
Origin: Brownsville, TX
Destination: Bayport, TX; Houston, TX (Zip 770); and Seabrook, TX (Zip 775)
In continuation of movement originating in Lerma Poluca, MX
Commodity: Polyglycol, Polyethylene Glycol
Rate: $624/shipment
Cleaning: $300 - special preparation in Mexico TLC - always bill (AiTE)
o Item 1300 04:4004L
---------
Origin: Chicago, IL (Zip 606); Wellford, SC (Zip 293)
Destination: Freeport, TX
Commodity: Liquid Commodities in single compartment MC-307 trailer
Rate: -$128 flat charge + $1.75/loaded mile
o Item 1400 04:4003L
---------
Origin: New Albany, IN
Destination: Freeport, TX
Commodity: Liquid Commodities in single compartment MC-307 trailer
Rate: -$128 flat charge + $1.80/loaded mile
</TABLE>
<PAGE>
Page: II-6(F) Rev 2 Date: 12/01/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
<TABLE>
<CAPTION>
Item 1500 04:1500L
- ---------
<S> <C>
Origin: Points in U.S. excluding Texas
Commodity: Liquid Commodities in MC-307 trailer (reloadable 2/1 type only)
Rate: -$128 flat charge + $1.75/loaded mile
o Item 1600 04:4037L
---------
Origin: Freeport, TX
Destination: Channelview, TX
Commodity: Liquid Commodities MC-307 trailers
Rate: $360/shipment
o Item 1700 Reserved for future use
---------
o Item 1800 Reserved for future use
---------
</TABLE>
<PAGE>
Page: II-7(F) NEW Date: 12/01/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
<TABLE>
<CAPTION>
Item 1900
- ---------
<S> <C>
Origin: Freeport, TX
Commodity: Liquid Commodities in MC-307 trailers
Destination Rate/Shipment
----------- -------------
04:4010L Austin, TX $ 650
04:4011L Bayport, TX 360
04:0412L Baytown, TX 370
04:0413L Brenham, TX 455
04:0414L Carrollton, TX 912
04:0415L Dallas, TX 875
04:0416L Dayton, TX 405
04:0417L Deer Park, TX 350
04:0418L El Paso, TX 2,073
04:0419L Evadale, TX 650
04:0420L Fort Worth, TX 912
04:0421L Freeport, TX 350
04:0422L Fresno, TX 350
04:0423L Garland, TX 912
04:0424L Grand Prairie, TX 912
04:0425L Houston, TX 350
04:0426L La Porte, TX 360
04:0427L Lewisville, TX 912
04:0428L Mesquite, TX 912
04:0429L Odessa, TX 1,425
04:0430L Pasadena, TX 350
04:0431L Port Arthur, TX 525
04:0432L San Antonio, TX 703
04:0433L Spring, TX 370
04:0434L Sugarland, TX 350
04:0435L Terrell, TX 855
04:0436L Victoria, TX 767
</TABLE>
<PAGE>
TO: RICK STOLL
JIM KEELER
PHIL CUMMING
KERRY GRAY
CC. J. HAGELIN
S. SELVERIAN
D. REYNOLDS
G. BAILEY
A. TENNIS
FROM: G. CIARLONE
DATE: 4-26-95
SUBJECT: DOW CHEMICAL -- INTRA TEXAS
THIS WILL SUMMARIZE THE COURSE OF ACTION WE ARE TAKING FOR DOW'S INTRA TEXAS
TRAFFIC:
1. WE HAVE INDENTIFIED ALL DOW TRANSACTIONS AND MADE COPIES OF THE TEXAS
TARIFF PAGES THAT ARE ACTIVE FOR DOW.
2. A SEPARATE ADDENDUM WILL BE ADDED TO DOW'S INTERSTATE CONTRACT
INCORPORATING THE TEXAS TARIFF RATES APPLICABLE FOR DOW.
3. THE LINEHAUL RATES WILL CONTINUE TO BE SUBJECT TO BOTH INSURANCE AND FUEL
SURCHARGES.
4. EXCEPT AS PROVIDED IN ITEM 3 HEREIN, NO INTRA TEXAS TARIFF RULES OR
ACCESSORIAL CHARGES WILL APPLY. INSTEAD, THE RATES WILL BE SUBJECT TO THE
RULES AND CHARGES CONTAINED IN THE INTERSTATE CONTRACT.
IF ANYONE HAS ANY OBJECTIONS OR COMMENTS, WE NEED TO KNOW IMMEDIATELY.
NOTE TO GARY BAILEY:
ONCE THIS IS ACCOMPLISHED FOR DOW, CAN WE PROCEED WITH THE CANCELLATION OF THE
EXISTING INTRA TEXAS TRAIFFS AND THE PUBLICATION OF THE NEW ONE.
<PAGE>
ORIGINAL CHECK SHEET
EFFECTIVE: 5-01-95
ADDENDUM NO. 8
(INTRA-TEXAS)
THE DOW CHEMICAL COMPANY
CONTRACT RATE SCHEDULE TO TRANSPORTATION AGREEMENT
CHECK SHEET FOR REVISIONS
The following list shows all effective revisions as of the effective date of
this page.
================================================================================
PAGE # REVISION PAGE # REVISION
# CHECK SHEET 0 # 59 0
# 1 0 # 60 0
# 20 5 # 61 0
# 51 2 # 83 0
# 52 0 # 103 3
# 53 4 # 104 3
# 54 0 # 107 0
# 55 0 # 65 2
# 56 0 # 41 0
# 57 1 # 45 0
# 58 0 # 46 0
# Pages issued this date.
AGREED AND ACCEPTED; AGREED AND ACCEPTED:
THE DOW CHEMICAL COMPANY CHEMICAL LEAMAN TANK LINES, INC.
- ------------------------------------ ------------------------------------
TITLE: TITLE: GEORGE E. CIARLONE
------------------------------ -----------------------------
MANAGER OF CONTRACTS
DATE: DATE: April 28, 1995
------------------------------ -------------------------------
<PAGE>
[LOGO] CHEMICAL LEAMAN TANK LINES, INC.
102 Pickering Way, Exton, PA 19341-0200 o 215-363-4200
SCHEDULE OF RATES AND CHARGES APPLYING ON SERVICES PERFORMED
WITHIN THE UNREGULATED COMMERCIAL ZONES OF TEXAS AS DESIGNATED BY
THE RAILROAD COMMISSION OF TEXAS.
RATES EFFECTIVE: OCTOBER 1, 1992
HOURLY CHARGE: $60 per hour or fraction thereof, subject to a minimum of eight
(8) hours.
Charge applies from the time unit leaves its' origin terminal
until return thereto.
Except as otherwise provided, all provisions of ICC CLEA 100 Tariff series
apply, including the tank cleaning provision thereof.
<PAGE>
RULES
- --------------------------------------------------------------------------------
TSCH SCREEN APPLICATION ITEM
- --------------------------------------------------------------------------------
COMPUTATION OF 1.
FUEL ADJUSTMENT CHARGE (Concluded)
Highest Miles Charge
(division sign) 995 = .----------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
MILES CHARGE MILES CHARGE MILES CHARGE MILES CHARGE MILES CHARGE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10.....$ 0.86 210.....$ 35.14 410.....$ 69.42 610....$103.70 810...$137.98
20..... 2.57 220..... 36.85 420..... 71.13 620.... 105.41 820... 139.69
30..... 4.29 230..... 38.57 430..... 72.85 630.... 107.13 830... 141.41
40..... 6.00 240..... 40.28 440..... 74.56 640.... 108.84 840... 143.12
50..... 7.71 250..... 41.99 450..... 76.27 650.... 110.55 850... 144.83
60..... 9.43 260..... 43.71 460..... 77.99 660.... 112.27 860... 146.55
70..... 11.14 270..... 45.42 470..... 79.70 670.... 113.98 870... 148.26
80..... 12.86 280..... 47.14 480..... 81.42 680.... 115.70 880... 149.98
90..... 14.57 290..... 48.85 490..... 83.13 690.... 117.41 890... 151.69
100..... 16.28 300..... 50.56 500..... 84.84 700.... 119.12 900... 153.40
110..... 18.00 310..... 52.28 510..... 86.56 710.... 120.84 910... 155.12
120..... 19.71 320..... 53.99 520..... 88.27 720.... 122.55 920... 156.83
130..... 21.43 330..... 55.71 530..... 89.99 730.... 124.27 930... 158.55
140..... 23.14 340..... 57.42 540..... 91.70 740.... 125.98 940... 160.26
150..... 24.85 350..... 59.13 550..... 93.41 750.... 127.69 950... 161.97
160..... 26.57 360..... 60.85 560..... 95.13 760.... 129.41 960... 163.69
170..... 28.28 370..... 62.56 570..... 96.84 770.... 131.12 970... 165.40
180..... 30.00 380..... 64.28 580..... 98.56 780.... 132.84 980... 167.12
190..... 31.71 390..... 65.99 590..... 100.27 790.... 134.55 990... 168.83
200..... 33.42 400..... 67.70 600..... 101.98 800.... 136.26 1000... 170.54
- --------------------------------------------------------------------------------------------
</TABLE>
(MFC 21703, 21791, 21838, 21907, 22051, 22419, 22728, 23171, 24209, 25171,
25522, 26077, 26544, 26945, 28679, 28727, 29180, 29599, 29650, 30197, 30351,
31831, 31894, 31919, 31973, 32288, 32291, 32326, 32402, 32454, 32541, 32629,
32774, 32891, 33426, 33545, 33811, 34625, 36079, 36116) (MFC 36396, effective
February 23, 1994)
- --------------------------------------------------------------------------------
SURCHARGE FOR INSURANCE EXPENSES 2
APPLICATION OF SURCHARGE
A. Freight charges on each shipment shall be computed on the basis of the
applicable linehaul rate as provided in this tariff multiplied by the actual
weight, gross gallons or barrels transported, or minimum weight, gallons or
barrels specified, whichever is greater, or apply specific truckload charge,
if applicable.
B. To the freight charge computed in Paragraph A, apply 4.07 percent surcharge,
disposing of fractions as follows: Fractions of less than one-half cent will
be dropped, and fractions of one-half cent or more, will be increased to the
next higher whole cent.
C. The surcharge as computed in Paragraph B shall be in addition to all other
charges applicable to the shipment as provided in this tariff.
- --------------------------------------------------------------------------------
(MFC 29782)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
DISTANCE COMMODITY RATES
(Rates are in cents per hundredweight except as noted)
================================================================================
APPLICATION ITEM
- --------------------------------------------------------------------------------
DISTANCE COMMODITIES, VIZ: 500
SECTION A
ITEM 510, COLUMN 2 rates apply on the following products:
Minimum: 40,000 pounds.
<TABLE>
<S> <C> <C>
Acetal ALCOHOLS, VIZ.: Ammonium Sulfide
Acetaldehyde (Continued) Ammonium Thiosulphate
Cyclohexanol Solution, Photograde
ACETATES, VIZ.: Decyl (other than perfumery Amyl Chloride
Amyl grade) Anti-Freeze Compounds
Butyl Denatured Anti-Freeze Preparations,
Crude Sodium Diacetone Proprietary (not otherwise
Ethyl Diethyl Carbonol provided in tariff)
Isobutyl Ethyl Butyl Anti-Icing Compounds
Isopropyl Ethyl Hexyl (Ethylhexenol) Benzaldehyde
Methyl Hexyl (other than perfumery Boiler Cleaning Compound
Methyl Acetoacetate grade) Butyraldehyde
Methyl Amyl Inedible Fatty Alcohol Calcium Bromide Solution
Octyl of Petroleum Calcium Chloride
Propyl Isoamyl Caprolactam
Propylene Glycol Monomethyl Isobutyl Captan
Ether Iso-Decanol Carbon Tetrachloride
Vinyl Iso Octyl (other than Cement Clinker Grinding
Acetic Anhydride perfumery grade) Compound
Acetone Isopropyl (Isopropanol) Chelating Compounds
Acetonitrile Methally Chloroform
Methyl Amyl Cleaning compound, liquid,
ACIDS, VIZ.: Methyl (Methanol) NOIBN (hydrocarbon based)
Acetic Mixed Butanols Cyanhydrine
Acrylic Nonyl (other than perfumery Detergents
Anhydrous grade) Di-isobutyl Ketone
Dodecylbenzene Sulfonic Normal Propyl Dichloroethyl Ether
Ethyl Hexanoic Octyl Dichloroisopropyl Ether
Ethylhexoic Octyl (perfumery grade and Diethyl Carbonate
Hydrofluoric other than perfumery Diethyl Sulphate
Nitric grade) Diethylene Ether
Petroleum Propylene Chlorohydrin Dimethyl Amine
Petroleum Fatty Tertiary Amyl Dimethyl Formamide
Phosphoric Tri-Decyl (other than Dinonyl Phenol
Phosphoric sludge perfumery grade) Diol Fractions
Propionic (2-aminoethoxy) ethanol Distillation Residue
Acrolein Wood Epichlorhydrin
Acrylonitrile Ethane
Agricultural insecticides Alkyl-Pridine Ethanol, Fuel Grade
Alcohol-Ketone Mix Allyl Chloride ETHANOLAMINES, VIZ.:
Amine Residues, Crude Diethanolamine
ALCOHOLS, VIZ.: Aminoethylpeperazine Methyldiethanolamine
Alkyl Aryl Polyether Ammonium Bisulfate Monoethanolamine
Amyl Ammonium Polysulfide Still Bottoms Mixtures
Anti-Freeze Triethanolamine
Butyl
(Continued)
</TABLE>
<PAGE>
TTTCA/TBC TARIFF 10-B ORIGINAL PAGE 52
- --------------------------------------------------------------------------------
DISTANCE COMMODITY RATES
(Rates are in cents per hundredweight, except as noted)
- --------------------------------------------------------------------------------
APPLICATION ITEM
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMMODITIES, VIZ: (Continued) 500
ITEM 510, COLUMN 2 rates apply on the following products:
Minimum: 40,000 pounds.
<S> <C> <C>
Ethyl Ether (Sulphuric Ether) Isopropyl Ether Isoprene
other than anesthesia ether Methyl Styrene
Ethyl Acetoacetate KEYTONES, VIZ.: Methylethyl Benzene
Ethyl Chloride Methyl Butyl Monochlorobenzene
Methyl Ethyl Naphthalene
ETHYLENE AMINES, VIZ.: Methyl Isoamyl Olefins NOI
Di-Ethylene Triamine Methyl Isobutyl Orthoxylene
Ethylene Diamine Methyl Isopropyl Paraxylene
Penta Ethylene Hexamine Methyl Propyl Perchloroethylene
Tetra Ethylene Pantamine Methyl Vinyl Pyridine Polythene
Tri-Ethylene Tetramine Methyl-Normal-Amyl Pseudocumene
Styrene
Ethylene Dibromide Liquid Soap Tetrahydronaphthalene
Ethylene Dichloride Mesityle Oxide Tetrapropylene
Ethylidene Dichloride Methoxypropionitrile Triisobutylene
Ferrous Sulphate Solution Methoxypropylamine Trichlorbenzene
Formaldehyde Methyl Acetone Trichloroethylene
Formalin Methyl Amyl Carginol Vinyl Toluene
Gas Purifying Compound, NOI Methyl Chloride
Glycerine Methyl Chloroform Orthodichlorobenzol
Glycerol Methyl Ethyl-Pridine Oxo Alcohol Distillation
Glycerol Dichlorohydrin Methyl Glycol Ethers Paraformaldehyde
Methyl Isobutyl Carbinol Pentane
GLYCOLS, VIZ.: Methyl Tertiary Butyl Ether Perchloroethane
Butylene Methylally Petroleum Cumene
Diacetate Methylene Chloride Petroleum Nitrozylene
Diethylene Morpholine Petroleum Treating Compound
Diformate Motor Fuel Additive (containing Petroleum Alkylate Detergent
Dipropylene not more than 50% petroleum Intermediate
Ethylene not including Ethyl Fluid or Phorone
Glycol Ethers Tetra Ethyl Fluid, but including Phosphatic Fertilizer Solution
Hexylene Motor Fuel Anti-icing) (containing over 40%
Methyl Nonyl Phenol Anhydride by weight)
Monoethylene Octanes Picloram +2 4-D (TM)
Pentanedial Octyl Aldehyde Plant Defoliant
Polyethylene
Polyglycol OLEFINS, VIZ.: PLASTICIZERS (RESINS OR
Polypropylene Acetylene PLASTIC), VIZ.:
Propylene Decahydronaphthalene Diallyl Phthalate
Propylethylene Diamyl Naphthalene Diethyl Phthalate
Tetraethylene Dicyclopentadiene Diisodecyl Phthalate
Triethylene Diethyl Benzene Dimethyl Phthalate
Tripropylene Diisobutylene Dioctyl Phthalate (water
And Blends of two or more of Dodecylbenzene soluble)
the named Glycols Dodecyltoluene Diundecyl Phthalate
Durene Plasticizers NOIBN
Heat Transfer Agents Ethyl Benzene
Heptane Ethylene
Isobutyraldehyde Isophorene
</TABLE>
(continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
For explanation of abbreviations and special characters see last page of this
tariff.
<PAGE>
TTTCA/TBC TARIFF 10-B FOURTH REVISED PAGE 53
- --------------------------------------------------------------------------------
DISTANCE COMMODITY RATES
(Rates are in cents per hundredweight, except as noted)
- --------------------------------------------------------------------------------
APPLICATION ITEM
- --------------------------------------------------------------------------------
COMMODITIES, VIZ: (Continued) 500*
ITEM 510, COLUMN 2 rates apply on the following products:
Minimum: 40,000 pounds.
<TABLE>
<CAPTION>
<S> <C> <C>
Polyoxalkyleneamines Sodium Bisulfite
Polyoxyethylene Ether Sodium Hydrosulphide
Polyoxypropylenediamine Sodium Sulfide Styrene-Butadlene Latex
Polyvinyl Chloride Sodium Sulfide Solutions Trichloroethane
Propionaldehyde Sodium Thiosulphate Trichloropropane
Propyl Aldehyde Vinyl Chloride
Propylene dichloride SOLVENTS, VIZ.: Vinylidene Chloride
Propylene Oxide Lacquer Vinylidene Dechloride
Refinery Still Bottoms Paint Water Treating Compounds
Rubber Preservative Varnish Xylidine
Scale Prevention Compound Solvents NOI
Sodium Arsenite Solution
</TABLE>
- --------------------------------------------------------------------------------
(MFC 21471, 22711, 23957, 24082, 24125, 24620, 24858, 25686, 25963, 26882,
26850, 27346, 27583, 27660, 28234, 28717, 28719, 28966, 29334, 29411, 29559,
29868, 30014, 30327, 30708, 30889, 30944, 31037, 31142, 31178, 31298, 31477,
31513, 31569, 32005, 32130, 32800, 33983, 34874)
- --------------------------------------------------------------------------------
SECTION B
PART I: On the following products apply rates in Item 510_________ Column 2
Chemicals, petroleum products, petrochemicals not otherwise provided for in
TTTCA/TBC Tariffs 7 & 10 series. (Subject to Notes 1, 2, 3, 4 and 5).
NOTE 1: Rates in this commodity description are restricted to those
commodities not otherwise specifically named in other sections of this
tariff or TTTCA/TBC Tariff 7 series. It is further restricted to
commodities having a declared value of less than $0.40 per pound and
requiring trailer equipment equal to or less than DOT MC 307
standards.
NOTE 2: The shipper has the burden to provide the declared value prior to the
loading of the shipment.
NOTE 3: Rates in this item are not applicable on any commodity requiring DOT
hazardous class "Poison" or any commodity classified as "USP" grade
product.
NOTE 4: Shipper's Bill of lading must carry the notation "This commodity meets
the standards required under the terms and provision of Item 500,
Section B, TTTCA/TBC series."
NOTE 5: If the provisions of PART I are not met prior to the loading of the
shipment, then the rates and provisions of PART II of Section B apply.
- --------------------------------------------------------------------------------
PART II: On the following products apply rates in Item 510 __________ Column 3
Chemicals, Petro-Chemicals or other Petroleum Products not otherwise provided
for in this tariff or in TTTCA/TBC MFC Tariff No. 7 series
Mimimum: 40,000
- --------------------------------------------------------------------------------
(MFC 31837, 32130)
- --------------------------------------------------------------------------------
SECTION C
On the following products apply rates in Item 510 _____________ Column 4
Latex
Minimum: 36,000 pounds
- --------------------------------------------------------------------------------
(continued)
- --------------------------------------------------------------------------------
For explanation of abbreviations and special characters see last page of this
tariff. 1/22/93
<PAGE>
TTTCA/TBC TARIFF 10-B ORIGINAL PAGE 5
- --------------------------------------------------------------------------------
DISTANCE COMMODITY RATES
(Rates are in cents per hundredweight, except as noted)
- --------------------------------------------------------------------------------
APPLICATION ITEM
- --------------------------------------------------------------------------------
COMMODITIES, VIZ: (Continued) 500*
- --------------------------------------------------------------------------------
SECTION D
On the following products apply rates in Item 510 ________________ Column 5
Silicate of Soda
Minimum: 42,000 pounds
- --------------------------------------------------------------------------------
SECTION E
Item 510, Columns 6 and 7 rates apply on the following products:
Caustic Soda Minimum: 42,000 pounds _____________ Column 6
Caustic Soda Minimum: 48,000 pounds _____________ Column 7
- --------------------------------------------------------------------------------
SECTION F
On the following products apply rates in Item 510 ________________ Column 8
Coal Tar, Coal Tar Pipe Coating, Coating, Coal Tar Pitch and Creosote Oil
Minimum: 38,000 pounds
- --------------------------------------------------------------------------------
(MFC 27189, 30889, 31778, 32130)
- --------------------------------------------------------------------------------
SECTION G
On the following products apply rates in Item 510 ________________ Column 9
Toluene (Toluol)
Xylene (Xylol)
Minimum: 40,000 pounds
- --------------------------------------------------------------------------------
(MFC 31778, 32130)
- --------------------------------------------------------------------------------
SECTION H
On the following products apply rates in Item 510 ________________ Column 10
Animal & Poultry Feeds & Feed Supplements
(not otherwise provided for in this tariff)
Blackstrap Molasses
Blackstrap Molasses (mixed with not to exceed 10% Urea,
and with or without not to exceed 6% of other ingredients)
Beet Sugar Final Molasses
Cactus Molasses
Sotol Molasses
Mimimum: 40,000 pounds
- --------------------------------------------------------------------------------
(continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
For explanation of abbreviations and special characters see last page of this
tariff.
<PAGE>
DISTANCE COMMODITY RATES
(Rates are in cents per hundredweight, except as noted)
APPLICATION ITEM
COMMODITIES, VIZ: (Continued) 500
SECTION I
On the following products apply rates in Item 510 .............. Column 11
Fruit Juices
Molasses, Edible
Water, Fresh or Distilled
Milk
Minimum: 36,000 pounds
SECTION J
On the following products apply rates in Item 510 .............. Column 12
Salt Water or Brine (Note 1)
Minimum: 40,000 pounds
SECTION K
On the following products apply rates in Item 510 .............. Column 13
Allyl Alcohol 2-Ethylhexyl Acrylate Phenol
Benzene Formic Acid Plastic, Liquid Synthetic
Butyl Acrylate Methyl Acrylate Polyesters
Butyl Methyl Acrylate Methyl Methacrylate Propal Carbinol
Ethyl Acrylate Normal Propyl Carbinol Resins, Alkyd
Ethyl Alcohol Paint, Lacquer or Varnish Resins, Liquid Synthetic
Minimum: 40,000 pounds
(MFC 27189, 27660, 30889, 30994, 31037, 31142, 31178)
SECTION L
On the following products apply rates in Item 510 ............... Column 14
Glue or Paste
Minimum: 36,000 pounds
(continued)
For explanation of abbreviations and special characters see last page of this
tariff.
<PAGE>
DISTANCE COMMODITY RATES
(Rates are in cents per hundredweight, except as noted)
- --------------------------------------------------------------------------------
APPLICATION ITEM
- --------------------------------------------------------------------------------
COMMODITIES, VIZ: (Continued) 500
- --------------------------------------------------------------------------------
SECTION M
On the following products apply rates in Item 510 ................. Column 15
Aqua Ammonia (liquid fertilizer), subject to notes 2 and 5
Fertilizer Ammoniating Solution, subject to notes 2 and 5
Nitrogen Fertilizer Solution, subject to notes 2 and 5
Phospheric (Phosphoric) Fertilizer Solution, containing 40% or less of
Phosphoric Anhydride by weight, subject to notes 2 and 5
Phosphatic Fertilizer Solution, containing 40% or less of
Phosphoric Anhydride weight, subject to notes 2 and 5
Urea, liquid, other than technical grade, subject to note 5
Liquid Fertilizing Compounds, containing 1-lb. zinc subject to note 5
Waste Ferrous Sulphate Solution, subject to note 5
Minimum: 40,000 pounds
- --------------------------------------------------------------------------------
(MFC27189.27660.32130)
- --------------------------------------------------------------------------------
SECTION N
On the following products apply rates in Item 510.................. Column 16
Sodium Bichromate, liquid
Sodium Chromate, liquid
Minimum: 36,000 pounds
- --------------------------------------------------------------------------------
SECTION O
On the following products apply rates in Item 510 ................. Column 17
Lime Slurry or Liquid Lime
Minimum: 47,000 pounds
- --------------------------------------------------------------------------------
SECTION P
Item 510, Columns 18 and 19 rates apply on the following products
Liquid Caustic Potash: Minimum: 38,000 pounds ................... Column 18
Liquid Caustic Potash: Minimum: 48,000 pounds ................... Column 19
- --------------------------------------------------------------------------------
(continued)
- --------------------------------------------------------------------------------
For explanation of abbreviations and special characters see last page of this
tariff.
<PAGE>
TTT/TBC TARIFF 10-B FIRST REVISED PAGE 57
- --------------------------------------------------------------------------------
DISTANCE COMMODITY RATES
(Rates are in cents per hundredweight, except as noted)
- --------------------------------------------------------------------------------
APPLICATION ITEM
- --------------------------------------------------------------------------------
COMMODITIES, VIZ: (Concluded) 500
- --------------------------------------------------------------------------------
SECTION Q
On the following products apply rates in Item 510 ................ Column 20
Acid, Viz.: (Note 3)
Hydrochloric (Muriatic)
Sulphuric
Aluminum Chloride Solution (Note 4)
Aluminum Sulphate or Paper Makers Alum
Minimum: 42,000 pounds
- --------------------------------------------------------------------------------
NOTE 1: The rates in Column 12 on Salt Water or Brine, and the rules,
regulations and charges applicable in connection therewith will also
apply for account of specialized motor carriers of oil field equipment
between points they are authorized to serve, and only when moving as
oilfield equipment to be used in the drilling, completion or operation
of oil or gas wells, and when carriers are equipped to transport the
commodities in tank trucks.
NOTE 2: When MC 330 tanks are required for shipments, Column 14 rates subject to
minimum weight of 26,000 pounds apply.
NOTE 3: The rates in Column 20 on Hydrochloric (Muriatic) and Sulphuric Acid
and the rules, regulations and charges applicable in connection
therewith will also apply for account of specialized motor carriers of
oil field equipment between points they are authorized to serve, and
only when moving as oil field equipment to be used in the drilling
completion or operation of oil or gas wells, and when carriers are
equipped to transport the commodities in tank trucks.
NOTE 4: The rates on Aluminum Chloride Solution in Column 20 of Item 510 Series
will not apply for account of Chemical Leaman Tank Lines, Inc.
NOTE 5: For the account of DSI Transports, Inc. and Western-Commercial
Transport, Inc., the mileage rates in Column 2 of Item 510 shall apply
on all commodities described in Section M of this item.
NOTE 6: When a vacumm truck is requested, Column 13 rates herein shall apply to
commodities listed in Sections A, D, E and Q herein, when moving in
bulk to tankage resulting from the cleaning of tanks, tank cars,
sea-going vessels, barges and drums.*
NOTE 7: When lined vacuum equipment is required or requested, a ten (10%)
percent increase of the linehaul rates shall be added to the Column 13
rates herein for commodities listed in Sections A, D, E and Q herein,
when moving in bulk to tankage resulting from the cleaning of tanks,
tank cars, sea-going vessels, barges and drums.*
- --------------------------------------------------------------------------------
(MFC 27189, 31178, 31477, 32130) (MFC 34027, effective March 27, 1992)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
For explanation of abbreviations and special characters see last page of this
tariff. 3/27/92
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
EFF 5-1-95 DISTANCE COMMODITY RATES 4015
(Rates are in cents per hundredweight, except as noted)
- -------------------------------------------------------------------------------------------------------------
APPLICATION ITEM
- -------------------------------------------------------------------------------------------------------------
DISTANCE COMMODITY RATES 510
01:5102L 01:5103L 01:5104L 01:5105L 01:5106L 01:5107L 01:5108L 01:5109L 01:5110L
- -------------------------------------------------------------------------------------------------------------
COL COL COL COL COL COL COL COL COL
MILES 2 3 4 5 6 7 8 9 10
- ----- --- --- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 ....... 47 ....... 66 ....... 64 ....... 47 ....... 47 ....... 45 ....... 46 ....... 46 ....... 40
10 ....... 47 ....... 75 ....... 66 ....... 47 ....... 47 ....... 45 ....... 46 ....... 46 ....... 40
15 ....... 50 ....... 79 ....... 75 ....... 50 ....... 50 ....... 48 ....... 46 ....... 47 ....... 41
20 ....... 50 ....... 93 ....... 76 ....... 50 ....... 50 ....... 48 ....... 46 ....... 47 ....... 41
25 ....... 56 ....... 96 ....... 79 ....... 56 ....... 50 ....... 48 ....... 46 ....... 50 ....... 42
30 ....... 56 ....... 96 ....... 93 ....... 56 ....... 56 ....... 53 ....... 46 ....... 50 ....... 42
35 ....... 59 ....... 99 ....... 94 ....... 59 ....... 56 ....... 53 ....... 47 ....... 56 ....... 45
40 ....... 59 .......103 ....... 96 ....... 59 ....... 59 ....... 56 ....... 47 ....... 56 ....... 45
45 ....... 64 .......104 ....... 99 ....... 64 ....... 61 ....... 58 ....... 51 ....... 61 ....... 46
50 ....... 64 .......106 ....... 99 ....... 64 ....... 61 ....... 58 ....... 51 ....... 61 ....... 46
55 ....... 65 .......106 .......102 ....... 65 ....... 64 ....... 59 ....... 55 ....... 64 ....... 46
60 ....... 65 .......108 .......104 ....... 65 ....... 64 ....... 59 ....... 55 ....... 64 ....... 50
65 ....... 68 .......118 .......108 ....... 68 ....... 65 ....... 60 ....... 59 ....... 66 ....... 51
70 ....... 68 .......123 .......108 ....... 68 ....... 65 ....... 60 ....... 59 ....... 66 ....... 55
75 ....... 76 .......128 .......111 ....... 76 ....... 66 ....... 61 ....... 64 ....... 75 ....... 56
80 ....... 76 .......128 .......115 ....... 76 ....... 66 ....... 61 ....... 64 ....... 75 ....... 59
85 ....... 79 .......132 .......115 ....... 79 ....... 71 ....... 67 ....... 65 ....... 76 ....... 61
90 ....... 79 .......140 .......118 ....... 79 ....... 71 ....... 67 ....... 65 ....... 76 ....... 64
95 ....... 93 .......143 .......119 ....... 93 ....... 71 ....... 67 ....... 66 ....... 79 ....... 65
100 ....... 93 .......143 .......119 ....... 93 ....... 75 ....... 70 ....... 66 ....... 79 ....... 68
110 ....... 94 .......150 .......123 ....... 94 ....... 76 ....... 71 ....... 75 ....... 93 ....... 74
120 ....... 96 .......155 .......132 ....... 96 ....... 76 ....... 71 ....... 76 ....... 94 ....... 75
130 ....... 99 .......160 .......136 ....... 99 ....... 76 ....... 71 ....... 90 ....... 96 ....... 78
140 .......103 .......166 .......140 .......103 ....... 96 ....... 91 ....... 93 ....... 99 ....... 90
150 .......104 .......170 .......143 .......104 ....... 96 ....... 91 ....... 96 .......102 ....... 93
160 .......106 .......176 .......146 .......106 ....... 99 ....... 95 .......103 .......103 ....... 96
170 .......108 .......182 .......150 .......108 ....... 99 ....... 95 .......106 .......106 .......102
180 .......115 .......193 .......154 .......115 .......102 ....... 97 .......106 .......108 .......103
190 .......118 .......193 .......156 .......118 .......106 .......100 .......115 .......111 .......104
200 .......119 .......195 .......160 .......118 .......106 .......100 .......115 .......115 .......106
210 .......123 .......199 .......166 .......123 .......107 .......102 .......119 .......118 .......108
220 .......128 .......201 .......168 .......128 .......115 .......108 .......119 .......123 .......111
230 .......132 .......213 .......170 .......132 .......118 .......110 .......124 .......128 .......119
240 .......136 .......219 .......172 .......136 .......118 .......110 .......131 .......132 .......124
260 .......143 .......221 .......182 .......143 .......119 .......111 .......143 .......136 .......133
(Continued)
- -------------------------------------------------------------------------------------------------------------
SEE ATTACHED SHEET FOR REVISED RATES
- -------------------------------------------------------------------------------------------------------------
For explanation of abbreviations and special characters see last page of this tariff.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 510
COL COL COL COL COL COL COL COL COL
MILES 2 3 4 5 6 7 8 9 10
- ----- --- --- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 ....... 15 ....... 34 ....... 28 ....... 17 ....... 17 ....... 18 ....... 12 ....... 14 ....... 8
10 ....... 15 ....... 43 ....... 30 ....... 17 ....... 17 ....... 18 ....... 12 ....... 14 ....... 8
15 ....... 18 ....... 47 ....... 39 ....... 20 ....... 20 ....... 21 ....... 12 ....... 15 ....... 9
20 ....... 18 ....... 61 ....... 40 ....... 20 ....... 20 ....... 21 ....... 12 ....... 15 ....... 9
25 ....... 24 ....... 64 ....... 43 ....... 26 ....... 20 ....... 21 ....... 12 ....... 18 ....... 10
30 ....... 24 ....... 64 ....... 57 ....... 26 ....... 26 ....... 26 ....... 12 ....... 18 ....... 10
35 ....... 27 ....... 67 ....... 58 ....... 29 ....... 26 ....... 26 ....... 13 ....... 24 ....... 13
40 ....... 27 ....... 71 ....... 60 ....... 29 ....... 29 ....... 29 ....... 13 ....... 24 ....... 13
45 ....... 32 ....... 72 ....... 63 ....... 34 ....... 31 ....... 31 ....... 17 ....... 29 ....... 14
50 ....... 32 ....... 74 ....... 63 ....... 34 ....... 31 ....... 31 ....... 17 ....... 29 ....... 14
55 ....... 33 ....... 74 ....... 66 ....... 35 ....... 34 ....... 32 ....... 21 ....... 32 ....... 14
60 ....... 33 ....... 76 ....... 68 ....... 35 ....... 34 ....... 32 ....... 21 ....... 32 ....... 18
65 ....... 36 ....... 86 ....... 72 ....... 38 ....... 35 ....... 33 ....... 25 ....... 34 ....... 19
70 ....... 36 ....... 91 ....... 72 ....... 38 ....... 35 ....... 33 ....... 25 ....... 34 ....... 23
75 ....... 44 ....... 96 ....... 75 ....... 46 ....... 36 ....... 34 ....... 30 ....... 43 ....... 24
80 ....... 44 ....... 96 ....... 79 ....... 46 ....... 36 ....... 34 ....... 30 ....... 43 ....... 27
85 ....... 47 .......100 ....... 79 ....... 49 ....... 40 ....... 40 ....... 31 ....... 44 ....... 29
90 ....... 47 .......108 ....... 82 ....... 49 ....... 40 ....... 40 ....... 31 ....... 44 ....... 32
95 ....... 61 .......111 ....... 83 ....... 63 ....... 40 ....... 40 ....... 32 ....... 47 ....... 33
100 ....... 61 .......111 ....... 83 ....... 63 ....... 45 ....... 44 ....... 32 ....... 47 ....... 36
110 ....... 62 .......118 ....... 87 ....... 64 ....... 46 ....... 44 ....... 41 ....... 61 ....... 42
120 ....... 64 .......123 ....... 96 ....... 66 ....... 46 ....... 44 ....... 42 ....... 62 ....... 43
130 ....... 67 .......128 .......100 ....... 69 ....... 46 ....... 44 ....... 56 ....... 64 ....... 46
140 ....... 71 .......134 .......104 ....... 73 ....... 66 ....... 64 ....... 59 ....... 67 ....... 58
150 ....... 72 .......138 .......107 ....... 74 ....... 66 ....... 64 ....... 62 ....... 70 ....... 61
160 ....... 74 .......144 .......110 ....... 76 ....... 69 ....... 68 ....... 69 ....... 71 ....... 64
170 ....... 76 .......150 .......114 ....... 78 ....... 69 ....... 68 ....... 72 ....... 74 ....... 70
180 ....... 83 .......161 .......118 ....... 85 ....... 72 ....... 70 ....... 72 ....... 76 ....... 71
190 ....... 86 .......161 .......120 ....... 88 ....... 76 ....... 73 ....... 81 ....... 79 ....... 72
200 ....... 87 .......163 .......124 ....... 88 ....... 76 ....... 73 ....... 81 ....... 83 ....... 74
210 ....... 91 .......167 .......130 ....... 93 ....... 77 ....... 75 ....... 85 ....... 86 ....... 76
220 ....... 96 .......169 .......132 ....... 98 ....... 85 ....... 81 ....... 85 ....... 91 ....... 79
230 .......100 .......181 .......134 .......102 ....... 88 ....... 83 ....... 90 ....... 96 ....... 87
240 .......104 .......187 .......136 .......106 ....... 88 ....... 83 ....... 97 .......100 ....... 92
260 .......111 .......189 .......146 .......113 ....... 89 ....... 84 .......109 .......104 .......101
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
EFF 5-1-95 DISTANCE COMMODITY RATES 4015
(Rates are in cents per hundredweight, except as noted)
- ----------------------------------------------------------------------------------------------------------
APPLICATION ITEM
- ----------------------------------------------------------------------------------------------------------
DISTANCE COMMODITY RATES (Continued) 510
01:5102L 01:5103L 01:5104L 01:5105L 01:5106L 01:5107L 01:5108L 01:5109L 01:5110L
- ----------------------------------------------------------------------------------------------------------
COL COL COL COL COL COL COL COL COL
MILES 2 3 4 5 6 7 8 9 10
- ----- --- --- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
280 .......150 .......231 .......186 .......146 .......132 .......125 .......155 .......143 .......146
300 .......160 .......236 .......195 .......155 .......150 .......143 .......168 .......155 .......154
320 .......170 .......247 .......204 .......166 .......166 .......155 .......179 .......160 .......167
340 .......183 .......256 .......220 .......172 .......172 .......161 .......186 .......178 .......178
360 .......193 .......259 .......230 .......183 .......183 .......175 .......199 .......186 .......182
380 .......201 .......277 .......242 .......200 .......200 .......191 .......213 .......195 .......192
400 .......214 .......284 .......258 .......213 .......204 .......195 .......221 .......201 .......199
420 .......225 .......292 .......276 .......224 .......213 .......200 .......221 .......219 .......201
440 .......231 .......304 .......284 .......227 .......224 .......211 .......240 .......226 .......219
460 .......242 .......319 .......292 .......240 .......230 .......220 .......247 .......231 .......225
480 .......259 .......330 .......308 .......252 .......242 .......229 .......258 .......247 .......231
500 .......263 .......335 .......324 .......258 .......247 .......233 .......276 .......256 .......242
520 .......282 .......349 .......333 .......273 .......263 .......250 .......282 .......276 .......253
540 .......288 .......366 .......346 .......278 .......276 .......259 .......289 .......280 .......260
560 .......296 .......375 .......364 .......284 .......284 .......270 .......300 .......285 .......270
580 .......308 .......392 .......374 .......299 .......292 .......277 .......318 .......296 .......280
600 .......318 .......397 .......389 .......300 .......299 .......285 .......328 .......299 .......289
620 .......328 .......404 .......397 .......319 .......314 .......298 .......334 .......314 .......292
640 .......340 .......421 .......405 .......328 .......330 .......311 .......346 .......319 .......314
660 .......347 .......435 .......425 .......333 .......335 .......318 .......354 .......334 .......321
680 .......354 .......445 .......436 .......346 .......343 .......323 .......373 .......346 .......330
700 .......373 .......451 .......449 .......352 .......349 .......329 .......385 .......353 .......335
720 .......380 .......471 .......459 .......364 .......354 .......335 .......393 .......364 .......349
740 .......396 .......482 .......477 .......388 .......373 .......352 .......398 .......385 .......361
760 .......399 .......486 .......486 .......395 .......388 .......368 .......410 .......392 .......371
780 .......410 .......500 .......501 .......399 .......393 .......371 .......425 .......397 .......380
800 .......427 .......512 .......512 .......410 .......404 .......381 .......435 .......405 .......392
825 .......447 .......530 .......530 .......422 .......410 .......388 .......447 .......422 .......397
850 .......457 .......540 .......544 .......442 .......425 .......402 .......457 .......434 .......409
875 .......471 .......549 .......565 .......456 .......436 .......414 .......471 .......445 .......426
900 .......482 .......572 .......572 .......465 .......454 .......428 .......482 .......458 .......435
925 .......504 .......583 .......597 .......477 .......459 .......433 .......491 .......472 .......451
950 .......516 .......597 .......609 .......496 .......473 .......447 .......501 .......484 .......458
975 .......530 .......610 .......625 .......504 .......493 .......466 .......512 .......496 .......472
1000 .......530 .......625 .......644 .......515 .......501 .......474 .......526 .......507 .......484
(Continued)
- ----------------------------------------------------------------------------------------------------------
SEE ATTACHED SHEET FOR REVISED RATES
- ----------------------------------------------------------------------------------------------------------
For explanation of abbreviations and special characters see last page of this tariff.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 510
COL COL COL COL COL COL COL COL COL
MILES 2 3 4 5 6 7 8 9 10
- ----- --- --- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
280 .......118 .......199 .......150 .......116 .......102 ....... 98 .......121 .......111 .......114
300 .......128 .......204 .......159 .......125 .......120 .......116 .......134 .......123 .......122
320 .......138 .......215 .......168 .......136 .......136 .......128 .......145 .......128 .......135
340 .......151 .......224 .......184 .......142 .......142 .......134 .......152 .......146 .......146
360 .......161 .......227 .......194 .......153 .......153 .......148 .......165 .......154 .......150
380 .......169 .......245 .......206 .......170 .......170 .......164 .......179 .......163 .......160
400 .......182 .......252 .......222 .......183 .......174 .......168 .......187 .......169 .......167
420 .......193 .......260 .......240 .......194 .......183 .......173 .......187 .......187 .......169
440 .......199 .......272 .......248 .......197 .......194 .......184 .......206 .......194 .......187
460 .......210 .......287 .......256 .......210 .......200 .......193 .......213 .......199 .......193
480 .......227 .......298 .......272 .......222 .......212 .......202 .......224 .......215 .......199
500 .......231 .......303 .......288 .......228 .......217 .......206 .......242 .......224 .......210
520 .......250 .......317 .......297 .......243 .......233 .......223 .......248 .......244 .......221
540 .......256 .......334 .......310 .......248 .......246 .......232 .......255 .......248 .......228
560 .......264 .......343 .......328 .......254 .......254 .......243 .......266 .......253 .......238
580 .......276 .......360 .......338 .......269 .......262 .......250 .......284 .......264 .......248
600 .......286 .......365 .......353 .......270 .......269 .......258 .......294 .......267 .......257
620 .......296 .......372 .......361 .......289 .......284 .......271 .......300 .......282 .......260
640 .......308 .......389 .......369 .......298 .......300 .......284 .......312 .......287 .......282
660 .......315 .......403 .......389 .......303 .......305 .......291 .......320 .......302 .......289
680 .......322 .......413 .......400 .......316 .......313 .......296 .......339 .......314 .......298
700 .......341 .......419 .......413 .......322 .......319 .......302 .......351 .......321 .......303
720 .......348 .......439 .......423 .......334 .......324 .......308 .......359 .......332 .......317
740 .......364 .......450 .......441 .......358 .......343 .......325 .......364 .......353 .......329
760 .......367 .......454 .......450 .......365 .......358 .......341 .......376 .......360 .......339
780 .......378 .......468 .......465 .......369 .......363 .......344 .......391 .......365 .......348
800 .......395 .......480 .......476 .......380 .......374 .......354 .......401 .......373 .......360
825 .......415 .......498 .......494 .......392 .......380 .......361 .......413 .......390 .......365
850 .......425 .......508 .......508 .......412 .......395 .......375 .......423 .......402 .......377
875 .......439 .......517 .......529 .......426 .......406 .......387 .......437 .......413 .......394
900 .......450 .......540 .......536 .......435 .......424 .......401 .......448 .......426 .......403
925 .......472 .......551 .......561 .......447 .......429 .......406 .......457 .......440 .......419
950 .......484 .......565 .......573 .......466 .......443 .......420 .......467 .......452 .......426
975 .......498 .......578 .......589 .......474 .......463 .......439 .......478 .......464 .......443
1000 .......498 .......593 .......608 .......482 .......471 .......447 .......492 .......475 .......452
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
EFF 5-1-95 DISTANCE COMMODITY RATES 4015
(Rates are in cents per hundredweight, except as noted)
- --------------------------------------------------------------------------------------------------------------------
APPLICATION ITEM
- --------------------------------------------------------------------------------------------------------------------
DISTANCE COMMODITY RATES (Continued) 510
01:5111L 01:5112L 01:5113L 01:5114L 01:5115L 01:5116L 01:5117L 01:5118L 01:5119L 01:5120L
- --------------------------------------------------------------------------------------------------------------------
COL COL COL COL COL COL COL COL COL COL
MILES 11 12 13 14 15 16 17 18 19 20
- ----- --- --- --- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 ....... 59 ....... 47 ....... 66 ....... 46 ....... 45 ....... 66 ....... 46 ....... 47 ....... 45 ....... 47
10 ....... 65 ....... 47 ....... 75 ....... 46 ....... 45 ....... 75 ....... 46 ....... 47 ....... 45 ....... 47
15 ....... 66 ....... 50 ....... 79 ....... 46 ....... 45 ....... 79 ....... 46 ....... 47 ....... 45 ....... 50
20 ....... 66 ....... 50 ....... 93 ....... 46 ....... 45 ....... 93 ....... 46 ....... 50 ....... 48 ....... 50
25 ....... 75 ....... 56 ....... 96 ....... 47 ....... 45 ....... 93 ....... 46 ....... 51 ....... 49 ....... 50
30 ....... 76 ....... 56 ....... 96 ....... 50 ....... 47 ....... 96 ....... 50 ....... 55 ....... 52 ....... 56
35 ....... 90 ....... 59 ....... 99 ....... 51 ....... 47 ....... 96 ....... 50 ....... 55 ....... 52 ....... 56
40 ....... 93 ....... 59 .......103 ....... 56 ....... 50 .......103 ....... 51 ....... 61 ....... 58 ....... 56
45 ....... 99 ....... 64 .......104 ....... 59 ....... 50 .......104 ....... 51 ....... 65 ....... 60 ....... 56
50 ....... 99 ....... 64 .......106 ....... 61 ....... 55 .......106 ....... 56 ....... 65 ....... 60 ....... 56
55 ....... 99 ....... 65 .......106 ....... 64 ....... 55 .......106 ....... 56 ....... 66 ....... 61 ....... 59
60 .......104 ....... 65 .......108 ....... 65 ....... 56 .......108 ....... 59 ....... 66 ....... 61 ....... 61
65 .......108 ....... 68 .......118 ....... 66 ....... 59 .......118 ....... 61 ....... 68 ....... 65 ....... 64
70 .......111 ....... 68 .......123 ....... 68 ....... 59 .......123 ....... 61 ....... 74 ....... 67 ....... 65
75 .......115 ....... 76 .......128 ....... 75 ....... 59 .......128 ....... 61 ....... 75 ....... 68 ....... 65
80 .......118 ....... 76 .......128 ....... 76 ....... 61 .......128 ....... 64 ....... 76 ....... 70 ....... 66
85 .......119 ....... 79 .......132 ....... 79 ....... 61 .......132 ....... 64 ....... 76 ....... 70 ....... 66
90 .......123 ....... 79 .......140 ....... 90 ....... 65 .......140 ....... 66 ....... 79 ....... 75 ....... 71
95 .......128 ....... 93 .......143 ....... 93 ....... 65 .......143 ....... 66 ....... 90 ....... 83 ....... 71
100 .......131 ....... 93 .......143 ....... 94 ....... 66 .......143 ....... 68 ....... 93 ....... 85 ....... 75
110 .......132 ....... 94 .......150 ....... 99 ....... 68 .......150 ....... 74 ....... 94 ....... 86 ....... 76
120 .......140 ....... 96 .......155 .......104 ....... 74 .......155 ....... 75 ....... 94 ....... 86 ....... 78
130 .......143 ....... 99 .......160 .......108 ....... 75 .......156 ....... 76 ....... 99 ....... 94 ....... 79
140 .......150 .......103 .......166 .......115 ....... 78 .......160 ....... 79 .......104 ....... 98 ....... 90
150 .......155 .......104 .......170 .......119 ....... 90 .......168 ....... 93 .......106 .......100 ....... 99
160 .......160 .......106 .......176 .......128 ....... 93 .......170 ....... 94 .......108 .......103 .......102
170 .......166 .......108 .......182 .......132 ....... 94 .......176 ....... 96 .......111 .......105 .......103
180 .......170 .......115 .......193 .......140 .......102 .......182 .......103 .......118 .......109 .......107
190 .......172 .......118 .......193 .......146 .......104 .......183 .......106 .......118 .......109 .......111
200 .......182 .......122 .......195 .......154 .......108 .......186 .......111 .......119 .......110 .......118
210 .......183 .......123 .......199 .......160 .......111 .......189 ....... -- .......123 .......115 .......122
220 .......189 .......123 .......201 .......168 .......115 .......199 ....... -- .......124 .......117 .......123
230 .......189 .......132 .......213 .......172 .......118 .......200 ....... -- .......128 .......122 .......128
240 .......199 .......136 .......219 .......183 .......123 .......201 ....... -- .......128 .......122 .......132
260 .......204 .......143 .......221 .......195 .......131 .......213 ....... -- .......132 .......124 .......136
(Continued)
- --------------------------------------------------------------------------------------------------------------------
SEE ATTACHED SHEET FOR REVISED RATES
- --------------------------------------------------------------------------------------------------------------------
For explanation of abbreviations and special characters see last page of this tariff.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 510
COL COL COL COL COL COL COL COL COL COL
MILES 11 12 13 14 15 16 17 18 19 20
- ----- --- --- --- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 ....... 23 ....... 15 ....... 34 ....... 10 ....... 13 ....... 30 ....... 19 ....... 13 ....... 18 ....... 17
10 ....... 29 ....... 15 ....... 43 ....... 10 ....... 13 ....... 39 ....... 19 ....... 13 ....... 18 ....... 17
15 ....... 30 ....... 18 ....... 47 ....... 10 ....... 13 ....... 43 ....... 19 ....... 13 ....... 18 ....... 20
20 ....... 30 ....... 18 ....... 61 ....... 10 ....... 13 ....... 57 ....... 19 ....... 16 ....... 21 ....... 20
25 ....... 39 ....... 24 ....... 64 ....... 11 ....... 13 ....... 60 ....... 19 ....... 17 ....... 22 ....... 20
30 ....... 40 ....... 24 ....... 64 ....... 14 ....... 15 ....... 60 ....... 23 ....... 21 ....... 25 ....... 26
35 ....... 54 ....... 27 ....... 67 ....... 15 ....... 15 ....... 60 ....... 23 ....... 21 ....... 25 ....... 26
40 ....... 57 ....... 27 ....... 71 ....... 20 ....... 18 ....... 67 ....... 24 ....... 27 ....... 31 ....... 26
45 ....... 63 ....... 32 ....... 72 ....... 23 ....... 18 ....... 68 ....... 24 ....... 31 ....... 33 ....... 26
50 ....... 63 ....... 32 ....... 74 ....... 25 ....... 23 ....... 70 ....... 29 ....... 31 ....... 33 ....... 26
55 ....... 63 ....... 33 ....... 74 ....... 28 ....... 23 ....... 70 ....... 29 ....... 32 ....... 34 ....... 29
60 ....... 68 ....... 33 ....... 76 ....... 29 ....... 24 ....... 72 ....... 32 ....... 32 ....... 34 ....... 31
65 ....... 72 ....... 36 ....... 86 ....... 30 ....... 27 ....... 82 ....... 34 ....... 34 ....... 38 ....... 34
70 ....... 75 ....... 36 ....... 91 ....... 32 ....... 27 ....... 87 ....... 34 ....... 40 ....... 40 ....... 35
75 ....... 79 ....... 44 ....... 96 ....... 39 ....... 27 ....... 92 ....... 34 ....... 41 ....... 41 ....... 35
80 ....... 82 ....... 44 ....... 96 ....... 40 ....... 29 ....... 92 ....... 37 ....... 42 ....... 43 ....... 36
85 ....... 83 ....... 47 .......100 ....... 43 ....... 29 ....... 96 ....... 37 ....... 42 ....... 43 ....... 36
90 ....... 87 ....... 47 .......108 ....... 54 ....... 33 .......104 ....... 39 ....... 45 ....... 48 ....... 41
95 ....... 92 ....... 61 .......111 ....... 57 ....... 33 .......107 ....... 39 ....... 56 ....... 56 ....... 41
100 ....... 95 ....... 61 .......111 ....... 58 ....... 34 .......107 ....... 41 ....... 59 ....... 58 ....... 45
110 ....... 96 ....... 62 .......118 ....... 63 ....... 36 .......114 ....... 47 ....... 60 ....... 59 ....... 46
120 .......104 ....... 64 .......123 ....... 68 ....... 42 .......119 ....... 48 ....... 60 ....... 59 ....... 48
130 .......107 ....... 67 .......128 ....... 72 ....... 43 .......120 ....... 49 ....... 65 ....... 67 ....... 49
140 .......114 ....... 71 .......134 ....... 79 ....... 46 .......124 ....... 52 ....... 70 ....... 71 ....... 60
150 .......119 ....... 72 .......138 ....... 83 ....... 58 .......132 ....... 66 ....... 72 ....... 73 ....... 69
160 .......124 ....... 74 .......144 ....... 92 ....... 61 .......134 ....... 67 ....... 74 ....... 76 ....... 72
170 .......130 ....... 76 .......151 ....... 96 ....... 62 .......140 ....... 69 ....... 77 ....... 78 ....... 73
180 .......134 ....... 83 .......161 .......104 ....... 70 .......146 ....... 76 ....... 84 ....... 82 ....... 77
190 .......136 ....... 86 .......161 .......110 ....... 72 .......147 ....... 79 ....... 84 ....... 82 ....... 81
200 .......146 ....... 90 .......163 .......118 ....... 76 .......150 ....... 84 ....... 85 ....... 83 ....... 88
210 .......147 ....... 91 .......167 .......124 ....... 79 .......153 ....... -- ....... 89 ....... 88 ....... 92
220 .......153 ....... 91 .......169 .......132 ....... 83 .......163 ....... -- ....... 90 ....... 90 ....... 93
230 .......153 .......100 .......181 .......136 ....... 86 .......164 ....... -- ....... 94 ....... 95 ....... 98
240 .......163 .......104 .......187 .......147 ....... 91 .......165 ....... -- ....... 94 ....... 95 .......102
260 .......168 .......111 .......189 .......159 ....... 99 .......177 ....... -- ....... 98 ....... 97 .......106
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
EFF 5-1-95 DISTANCE COMMODITY RATES 4015
(Rates are in cents per hundredweight, except as noted)
- ---------------------------------------------------------------------------------------------------------------------
APPLICATION ITEM
- ---------------------------------------------------------------------------------------------------------------------
DISTANCE COMMODITY RATES (Continued) 510
01:5111L 01:5112L 01:5113L 01:5114L 01:5115L 01:5116L 01:5117L 01:5118L 01:5119L 01:5120L
- ---------------------------------------------------------------------------------------------------------------------
COL COL COL COL COL COL COL COL COL COL
MILES 11 12 13 14 15 16 17 18 19 20
- ----- --- --- --- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
280 .......219 .......150 .......231 .......204 .......143 .......219 ....... -- .......140 .......131 .......146
300 .......225 .......160 .......236 .......220 .......154 .......225 ....... -- .......155 .......146 .......160
320 .......230 .......168 .......247 .......231 .......167 .......231 ....... -- .......166 .......154 .......168
340 .......231 .......183 .......256 .......240 .......172 .......236 ....... -- .......176 .......166 .......183
360 .......247 .......193 .......259 .......256 .......182 .......242 ....... -- .......182 .......173 .......193
380 .......256 .......201 .......277 .......260 .......193 .......247 ....... -- .......193 .......180 .......201
400 .......259 .......214 .......284 .......276 .......201 .......257 ....... -- .......200 .......189 .......214
420 .......270 .......225 .......292 .......282 .......219 .......260 ....... -- .......214 .......200 .......225
440 .......276 .......231 .......304 .......289 .......227 .......270 ....... -- .......221 .......204 .......231
460 .......277 .......242 .......319 .......298 .......231 .......277 ....... -- .......230 .......219 .......247
480 .......278 .......259 .......330 .......308 .......243 .......282 ....... -- .......240 .......226 .......258
500 .......288 .......263 .......335 .......319 .......256 .......289 ....... -- .......247 .......232 .......263
520 .......296 .......282 .......349 .......333 .......260 .......300 ....... -- .......263 .......248 .......282
540 .......299 .......288 .......366 .......343 .......275 .......318 ....... -- .......277 .......258 .......288
560 .......304 .......296 .......375 .......354 .......284 .......328 ....... -- .......282 .......265 .......296
580 .......308 .......308 .......392 .......372 .......296 .......334 ....... -- .......289 .......273 .......308
600 .......318 .......318 .......397 .......388 .......300 .......347 ....... -- .......300 .......283 .......318
620 .......329 .......328 .......404 .......396 .......319 .......364 ....... -- .......314 .......296 .......328
640 .......333 .......330 .......421 .......404 .......329 .......374 ....... -- .......321 .......300 .......338
660 .......334 .......347 .......435 .......422 .......334 .......388 ....... -- .......334 .......313 .......347
680 .......340 .......354 .......445 .......435 .......346 .......396 ....... -- .......340 .......320 .......354
700 .......346 .......373 .......451 .......447 .......354 .......404 ....... -- .......347 .......327 .......373
720 .......349 .......380 .......471 .......457 .......366 .......421 ....... -- .......364 .......342 .......380
740 .......352 .......396 .......482 .......472 .......373 .......430 ....... -- .......374 .......351 .......396
760 .......366 .......399 .......486 .......486 .......389 .......442 ....... -- .......385 .......364 .......403
780 .......373 .......410 .......500 .......496 .......396 .......456 ....... -- .......392 .......369 .......410
800 .......374 .......425 .......512 .......506 .......404 .......462 ....... -- .......399 .......374 .......425
825 .......375 .......436 .......530 .......520 .......425 .......482 ....... -- .......410 .......386 .......436
850 .......385 .......451 .......540 .......543 .......435 .......494 ....... -- .......427 .......402 .......451
875 .......392 .......459 .......549 .......550 .......447 .......507 ....... -- .......436 .......410 .......459
900 .......393 .......477 .......572 .......582 .......458 .......526 ....... -- .......451 .......424 .......477
925 .......396 .......491 .......583 .......586 .......473 ....... -- ....... -- .......458 .......430 .......491
950 .......405 .......504 .......597 .......606 .......486 ....... -- ....... -- .......477 .......449 .......504
975 .......421 .......516 .......610 .......616 .......496 ....... -- ....... -- .......491 .......462 .......515
1000 .......421 .......530 .......625 .......624 .......512 ....... -- ....... -- .......496 .......466 .......528
- ---------------------------------------------------------------------------------------------------------------------
(MFC 11,950, 20387, 22246, 22279, 22472, 25812, 26429, 27744, 29782, 31477, 32130, 33588)
- ---------------------------------------------------------------------------------------------------------------------
SEE ATTACHED SHEET FOR REVISED RATES
- ---------------------------------------------------------------------------------------------------------------------
For explanation of abbreviations and special characters see last page of this tariff.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COL COL COL COL COL COL COL COL COL COL
MILES 11 12 13 14 15 16 17 18 19 20
- ----- --- --- --- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
280 .......183 .......118 .......199 .......168 .......111 .......183 ....... -- .......106 .......104 .......116
300 .......189 .......128 .......204 .......184 .......122 .......189 ....... -- .......121 .......119 .......130
320 .......194 .......136 .......215 .......195 .......135 .......195 ....... -- .......132 .......127 .......138
340 .......195 .......151 .......224 .......204 .......140 .......200 ....... -- .......142 .......139 .......153
360 .......211 .......161 .......227 .......220 .......150 .......206 ....... -- .......148 .......146 .......163
380 .......220 .......169 .......245 .......224 .......161 .......211 ....... -- .......159 .......153 .......171
400 .......223 .......182 .......252 .......240 .......169 .......221 ....... -- .......166 .......162 .......184
420 .......234 .......193 .......260 .......246 .......187 .......224 ....... -- .......180 .......173 .......195
440 .......240 .......199 .......272 .......253 .......195 .......234 ....... -- .......187 .......177 .......201
460 .......241 .......210 .......287 .......262 .......199 .......241 ....... -- .......196 .......192 .......217
480 .......242 .......227 .......298 .......272 .......211 .......246 ....... -- .......206 .......199 .......228
500 .......252 .......231 .......303 .......283 .......224 .......253 ....... -- .......213 .......205 .......233
520 .......260 .......250 .......317 .......297 .......228 .......264 ....... -- .......229 .......221 .......252
540 .......263 .......256 .......334 .......307 .......243 .......282 ....... -- .......243 .......231 .......258
560 .......268 .......264 .......343 .......318 .......252 .......292 ....... -- .......248 .......238 .......266
580 .......272 .......276 .......360 .......336 .......264 .......298 ....... -- .......255 .......246 .......278
600 .......282 .......286 .......365 .......352 .......268 .......311 ....... -- .......266 .......256 .......288
620 .......293 .......296 .......372 .......360 .......287 .......328 ....... -- .......280 .......269 .......298
640 .......297 .......298 .......389 .......368 .......297 .......338 ....... -- .......287 .......273 .......308
660 .......298 .......315 .......403 .......386 .......302 .......352 ....... -- .......300 .......286 .......317
680 .......304 .......322 .......413 .......399 .......314 .......360 ....... -- .......306 .......293 .......324
700 .......310 .......341 .......419 .......411 .......322 .......368 ....... -- .......313 .......300 .......343
720 .......313 .......348 .......439 .......421 .......334 .......385 ....... -- .......330 .......315 .......350
740 .......316 .......364 .......450 .......436 .......341 .......394 ....... -- .......340 .......324 .......366
760 .......330 .......367 .......454 .......450 .......357 .......406 ....... -- .......351 .......337 .......373
780 .......337 .......378 .......468 .......460 .......364 .......420 ....... -- .......358 .......342 .......380
800 .......338 .......393 .......480 .......470 .......372 .......426 ....... -- .......365 .......347 .......395
825 .......339 .......404 .......498 .......484 .......393 .......446 ....... -- .......376 .......359 .......406
850 .......349 .......419 .......508 .......507 .......403 .......458 ....... -- .......393 .......375 .......421
875 .......356 .......427 .......517 .......514 .......415 .......471 ....... -- .......402 .......383 .......429
900 .......357 .......445 .......540 .......536 .......426 .......490 ....... -- .......417 .......397 .......447
925 .......360 .......459 .......551 .......550 .......441 ....... -- ....... -- .......424 .......403 .......461
950 .......369 .......472 .......565 .......570 .......454 ....... -- ....... -- .......443 .......422 .......474
975 .......385 .......484 .......578 .......580 .......464 ....... -- ....... -- .......457 .......435 .......485
1000 .......385 .......498 .......593 .......588 .......480 ....... -- ....... -- .......462 .......439 .......498
</TABLE>
<PAGE>
EFF 5/1/95 4015
SPECIFIC COMMODITY RATES
(Rates are in cents per hundredweight, except as noted)
APPLICATION ITEM
1200
ACETONE
AND OTHER CHEMICALS AS NAMED
Chemicals: Acetone, Amines, Anti-Freeze, Chelating Compounds, De-Icing
Compounds, Engine Coolants, Glycerine, Glycols, Methylene Chloride,
Perchlorethylene, Styrene, Trichloroethane, and Trichloroethylene as
described in Section A of Item 500 series in this tariff
In straight or mixed shipments.
Minimum: 47,000 pounds.
From To Rate
---- -- ----
08: 1320 Abilene 172
Carrollton
Dallas
08: 1321L Garland 129
Grand Prairie
Freeport Irving
08: 1322 Longview 114
08: 1321L Mesquite 129
08: 1323 Midland 224
08: 1324L Odessa 234
(MFC 25826, 26081, 26429, 26856, 27744, 27744, 28448, 29782, 30057, 31477,
32130, 33588)
For explanation of abbreviations and special characters see last page of this
tariff.
<PAGE>
EFF 5/1/95 4015
SPECIFIC COMMODITY RATES
(Rates are in cents per hundredweight, except as noted)
APPLICATION ITEM
CAUSTIC SODA 2720
Minimum: 50,000 pounds.
08:1490 From To Rate
---- -- ----
Deer Park Evadale 22
Mulford
NOTE 1: Applicable only when two (2) or more loads are tendered in
consecutive movements during a twenty-four (24) hour period utilizing
the same trailer.
(MFC 30302, 30330, 31477, 32130, 33588)
CAUSTIC SODA 2740
Rate
08:2740L From To (per Load)
---- -- ----------
Freeport Pasadena 78.91
NOTE 1: Applicable only when shipper tenders unit lading of not less than two
(2) loads of the product herein provided. Such unit ladings are defined
as a single tender by one consignor to one consignee, the delivery
thereof to be consecutive movements in the same trailer and to be
accomplished at carrier's convenience within a period of 24 hours,
commencing with the time of loading of initial trailer.
NOTE 2: Carrier's waybill covering each load shall cross-reference shipper's
bill of lading number and date covering unit lading tender.
NOTE 3: In case of mechanical failure, carrier may substitute a different
trailer for second or succeeding movement and the substitution thereof
to be noted on carrier's waybill.
NOTE 4: The rate herein will not apply for the account of The Transport
Company of Texas.
(MFC 34239) (MFC 35264, effective April 9, 1993)
CAUSTIC SODA 2760
Minimum: 45,000 pounds.
From To Rate
---- -- ----
Freeport 08:1510 L Deer Park 22
Houston
08:1511 Strang 23
NOTE 1: Rates do not apply via DSI Transports, Inc.
(MFC 19399, 19950, 20078, 21347, 24357, 26429, 27744, 29782, 31477, 32130,
33588)
CAUSTIC SODA 2780
Minimum: 47,000 pounds.
08:1520 From To Rate
---- -- ----
Point Comfort Corpus Christi 33
(MFC 28924, 31477, 32130, 33588)
For explanation of abbreviations and special characters see last page of this
tariff.
<PAGE>
EFF 5/1/95 4015
SPECIFIC COMMODITY RATES
(Rates are in cents per hundredweight, except as noted)
APPLICATION ITEM
CAUSTIC SODA 2800
Minimum: 45,000 pounds.
Between And Rate
------- --- ----
Freeport 08: 1530L Chocolate Bayou 17
Sweeny (Old Ocean)
Port Neches 08: 1531 Baytown 27
08: 1532 Houston 31
08: 1533 Webster Houston Lighting and Power 12
Deer Park Robertson Plant
near Bacliff NASA about 4 miles
08: 1533 east of Webster 12
Between And Rate
------- --- ----
08: 1534 Bloomington 36
Freeport 08: 1535L Dickinson 22
08: 1536L Texas City 19
Houston 08: 1536 Texas City 19
Deer Park 08: 1530L Dickinson 17
NOTE 1: Rates do not apply via DSI Transports, Inc.
(MFC 19399, 19664, 19950, 20078, 20602, 26429, 27744, 29782, 31477, 32130,
33588)
For explanation of abbreviations and special characters see last page of this
tariff.
<PAGE>
EFF 5/1/95 4015
SPECIFIC COMMODITY RATES
(Rates are in cents per hundredweight, except as noted)
APPLICATION ITEM
CAUSTIC SODA 2960
Minimum: 48,000 pounds.
<TABLE>
<CAPTION>
From To Rate
---- -- ----
<S> <C> <C>
1585 Viterbo
(a point 8 miles south of Beaumont 28
on old West Port Arthur Road)
Deer Park 1586 Beaumont 27
1587 Beaumont 22
(Notes 1,2,3)
1588 Port Neches 29
</TABLE>
NOTE 1: Applicable only when shipper tenders a minimum of 2 loads to be
transported in the same carrier trailer unit in continuous and
consecutive movements to be completed within twenty-four (24) hours of
the loading of the initial load.
NOTE 2: Carrier will cross reference bill of ladings on each consecutive
movement.
NOTE 3: In the event of mechanical failure, carrier may substitute equipment.
(MFC 29358, 29782, 30200, 31477, 32119, 33588)
CAUSTIC SODA 2980
Minimum: 48,000 pounds.
From 08: To Rate
---- --- -- ----
1590L Corpus Christi 67
2980L 52
Freeport 2981L Beaumont 44 (Note 1,2,3)
NOTE 1: Applicable only when shipper tenders a minimum of 2 loads to be
transported in the same carrier trailer unit in continuous and
consecutive movements to be completed within twenty-four (24) hours of
the loading of the initial load.
NOTE 2: Carrier will cross reference bill of ladings on each consecutive
movement.
NOTE 3: In the event of mechanical failure, carrier may substitute equipment.
(MFC 25868, 26429, 27744, 29782, 31477, 32099, 32130, 33588)
For explanation of abbreviations and special characters see last page of this
tariff.
<PAGE>
EFF 5/1/95 4015
DISTANCE COMMODITY RATES
(Rates are in cents per gallon, except as noted)
APPLICATION ITEM
08:6001L
08:6002L LIQUIFIED PETROLEUM GAS 7400
COLUMN 1: Rates apply on: Butane, Butenes, Isobutane, Isobutylenes, Butylenes
Normal Butylene and LP Gas Mixture. Minimum: 7,000 gallons.
COLUMN 2: Rates apply on: Propane and Propylene or combinations thereof
Minimum: 8,000 gallons.
COLUMN 3: Rates apply on: Butane, Butenes, Isobutane, Isobutylenes,
Butylenes, Normal Butylene LP Gas Mixture: Minimum 7,000 gallons; and
Propane and Propylene: Minimum 8,000 gallons. (See Notes 1 and 2.)
MILES 7M 8M MILES 7M 8M
10 38 61 195 737 760
15 55 78 200 759 782
25 109 132 210 870 893
35 143 166 220 908 931
45 180 203 230 948 971
55 219 242 240 987 1010
60 242 265 250 1022 1045
65 258 281 260 1061 1084
75 295 318 270 1100 1123
85 330 353 280 1139 1162
95 367 390 290 1178 1201
100 388 411 300 1217 1240
105 407 430 310 1253 1276
110 427 450 320 1292 1315
115 446 469 330 1331 1354
120 469 492 340 1370 1393
125 483 506 350 1408 1431
<PAGE>
130 500 523 360 1447 1470
135 518 541 370 1482 1505
140 538 561 380 1521 1544
145 553 576 390 1558 1581
150 572 595 400 1598 1621
155 593 616 410 1668 1691
160 611 634 420 1710 1733
165 627 650 430 1752 1775
170 645 668 440 1794 1817
175 664 687 450 1836 1859
180 684 707 460 1879 1902
185 700 723 470 1918 1941
190 720 743 480 1960 1983
08:6001 Butane, butene, isobutane, isobutylene, butylenes, butylene LPG gas mix
08:6002 Propane & propylene
For explanation of abbreviations and special characters see last page of this
tarriff. 5/29/93
<PAGE>
DISTANCE COMMODITY RATES
(Rates are in cents per hundredweight, except as noted)
APPLICATION ITEM
DRY COMMODITIES IN BULK, VIZ: 530
LIST OF COMMODITIES AND RATES APPLICABLE
(For Columns Referred To See Item No. 540)
SECTION A
COMMODITIES COL
Dry Commodities NOIBN ................................................ 8
Dry Commodities in Bulk not otherwise provided for in TTTCA/TBC
Tariff 24-S series.
Minimum Weight: 40,000 pounds.
SECTION B
COMMODITIES COL
Clay, Processed for Neutralization, Clarifying, Purifying, Refining, Filtering
or De-Colorizing.
CATALYSTS, VIZ.:
Silica Gel .......................................................... 22
Catalysts, NOI ...................................................... 22
Minimum Weight: 45,000 pounds
Compounds, Salt and Water Treating ....................................
Ferric Sulphate When in Covered Hopper Trucks ......................... 16
Minimum Weight: 45,000 pounds
Fertilizer and Fertilizer Materials ................................... 21
Minimum Weight: 46,000 pounds
GYPSUM CONCRETE, VIZ.:
Consisting of 15 Percent or More of Expanded Perlite By Volume ...... 18
Minimum Weight: 30,000 pounds
Consisting of Less Than 15 percent of Expanded Perlite By Volume .... 19
Minimum Weight: 42,000 pounds
Gypsum, Ground, Minimum Weight: 45,000 pounds ......................... 19
Plastics, Minimum Weight: 45,000 pounds ............................... 20
Soda Ash, Minimum Weight: 45,000 pounds ............................... 17
Sulphur, Crude, Minimum Weight: 45,000 pounds ......................... 16
(MFC 10727, 10845, 15258, 21342, 21343, 31477, 31639, 32130, 32503)
For explanation of abbreviations and special characters see last page of this
tariff.
<PAGE>
DISTANCE COMMODITY RATES
(Rates are in cents per hundredweight, except as noted)
APPLICATION ITEM
DRY COMMODITIES IN BULK (Continued) 540
08: 5416 5417 5418 5419 5420 L
<TABLE>
<CAPTION>
MILES COL 16 COL 17 COL 18 COL 19 COL 19 COL 20 MILES COL 16 COL 17 COL 18 COL 19 COL 19 COL 20
45m 45m 30m 42m 45m 45m 45m 45m 30m 42m 45m 45m
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 14 33 -2 10 12 31 280 132 132 136 101 103 161
10 14 36 -2 10 12 31 290 144 144 150 106 108 167
15 14 38 -1 11 13 36 300 144 144 150 106 108 171
20 14 38 -1 11 13 36 310 158 158 158 116 118 192
25 18 47 2 12 14 40 320 158 158 158 116 118 192
30 31 48 2 12 14 40 330 167 167 178 126 128 198
35 31 50 4 15 17 43 340 167 167 178 126 128 198
40 31 50 4 15 17 43 350 173 173 186 138 140 212
45 31 58 12 17 19 47 360 173 173 186 138 140 212
50 31 58 12 17 19 47 370 193 193 199 148 150 215
55 33 62 16 25 27 62 380 193 193 199 148 150 226
60 33 66 16 25 27 62 390 201 201 213 159 161 230
65 33 66 22 29 31 66 400 201 201 213 159 161 235
70 33 71 22 29 31 66 410 212 212 227 165 167 256
75 36 71 32 35 37 74 420 212 212 227 165 167 256
80 47 78 32 36 38 74 430 225 225 242 171 173 267
85 47 78 47 46 48 76 440 225 225 243 171 173 267
90 47 79 47 46 48 76 450 233 233 246 184 186 276
95 47 79 48 48 50 78 460 233 233 246 184 186 276
100 47 80 48 48 50 78 470 249 249 265 195 197 293
110 48 83 51 56 58 79 480 249 249 265 195 197 293
120 50 83 53 56 58 79 490 260 260 278 200 202 306
125 62 90 56 60 62 79 500 260 260 278 200 202 306
130 63 90 56 60 62 79 510 268 268 291 210 212 318
140 63 91 61 64 66 83 520 268 268 291 210 212 318
150 66 95 63 66 68 83 530 280 280 306 223 225 326
160 76 103 64 66 68 94 540 280 280 306 223 225 326
170 76 104 65 69 71 95 550 293 293 311 229 231 346
175 78 104 75 69 71 95 560 293 293 311 229 231 346
180 79 104 75 69 71 95 580 305 305 330 240 242 361
190 80 105 80 74 76 100 590 315 315 346 252 254 370
200 83 108 88 74 76 105 600 315 315 348 252 254 370
210 100 108 97 77 79 115 610 324 324 -- -- -- 392
220 100 112 97 77 79 115 620 324 324 -- -- -- 392
225 108 115 97 77 79 126 630 340 340 -- -- -- 397
230 108 115 111 78 80 126 640 340 340 -- -- -- 397
240 108 115 111 78 80 132 660 352 352 -- -- -- 410
250 118 132 124 92 94 139 670 364 364 -- -- -- 429
260 118 132 124 92 94 150 680 364 364 -- -- -- 429
270 132 132 136 101 103 155 690 370 370 -- -- -- 441
</TABLE>
<PAGE>
DISTANCE COMMODITY RATES
(Rates are in cents per hundredweight, except as noted)
APPLICATION ITEM
DRY COMMODITIES IN BULK (Continued) 540
08: 5416 5417 5418 5419 5420
ITEM 540 COL 16 COL 17 COL 18 COL 19 COL 19 COL 20
MILES 45m 45m 30m 42m 45m 45m
700 370 370 441
710 382 382 455
720 382 382 455
740 395 395 466
760 407 407 478
780 417 417 493
800 430 430 508
825 443 443 522
850 455 455 537
875 473 473 558
900 488 488 576
925 499 499 588
950 509 509 608
975 521 521 626
1000 530 530 637
<PAGE>
Page: II-1(L/M) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
LOCKLAND/MIDDLETOWN
o Item 100
--------
Origin: Lockland, OH and Middletown, OH
Commodity: Liquid Commodities transported in single compartment
MC-307 trailer
Tank Cleaning: $125 when cleaned on DOWFAX* solution
<TABLE>
<CAPTION>
Flat Rate/ Flat Rate/
Destination Charge Loaded Mile Destination Charge Loaded Mile
----------- ------ ----------- ----------- ------ -----------
<C> <C> <C> <C> <C> <C> <C>
01:2085 Pittsburg, CA -$128 + $2.25 Monaca, PA -$128 + $2.15 01:2081L
01:2075L Allyn's Point, CT -128 + 1.75 Greenville, SC 765 01:2076
01:2068 Cheswold, DE -128 + 3.55 1 Freeport, TX -128 + 1.75 01:2074L
01:2065L Calhoun, GA -128 + 2.12 Milwaukee, WI -128 + 2.21 01:2080
01:2066 Cartersville, GA -128 + 1.91 New Berlin, WI 1,121 01:2082L
33:0323L Dalton, GA -128 + 3.85 1
01:2073 Doraville, GA -128 + 1.95 Canadian Rates
01:2079L Kensington, GA -128 + 3.85 1 --------------
01:2084L Norcross, GA -128 + 1.95 Sarnia, ON -128 + 1.75 01:2087L
01:2086 Rabun Gap, GA 722 Valleyfield, PQ -128 + 1.75 03:0321L
01:2071L Tildale, GA -128 + 2.12 Varennes, PQ -128 + 1.75 01:2088L
01:2063 Bettendorf, IA 1,235
01:2070 Council Bluffs, IA 2,153
01:2072 Des Moines, IA 1,748
03:0315L Berwyn, IL -128 + 1.88
01:2083 Niles, IL 539
01:2078 Kansas City, KS -128 + 3.10
03:0316 Louisville, KY 312
01:2060 Baltimore, MD 1,085
01:2089L Wyoming, MI 523
03:0318 Lakeville, MN -128 + 2.63
01:2062 Berkeley, MO 659 1 Requires tite-fill trailer
01:2067L Charlotte, NC -128 + 2.10 ----------------------------
01:2064 Buffalo, NY 1,029
03:0319 Cincinnati, OH 272 * Trademark of The Dow Chemical Company
03:0320 Middletown, OH 222
01:2060 Bedford, PA 882
01:2069 Coraopolis, PA 492
</TABLE>
- -------------------
o Denotes Change
<PAGE>
Page: II-2(L/M) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 200 01:2100L
--------
Origin: Lockland, OH and Middletown, OH
Destination: Points in US (except AK, HI & OH) and points in Item 100
Commodity: Liquid Commodities transported in MC-307 trailer and multi-
compartment trailers.
Rate: -$128 flat charge + $2.85/loaded mile
o Item 300 33:0337L
--------
Origin: Middletown, OH
Destination: Texas counties of Brazoria and Harris
Commodity: Liquid Commodities transported in single compartment MC-307
trailer
Rate: -$128 flat charge + $1.75/loaded mile
o Item 400
--------
Origin: Middletown, OH
Commodity: Liquid DOWFAX* solution in single compartment trailer
Tank Cleaning: $125 when cleaned
Destination Flat Charge Rate/Mile
----------- ----------- ---------
03:0313L Tildale, GA (Dalton, GA) -$128 + $2.12
03:0312L Chattanooga, TN -128 + 2.21
03:0314L Chattanooga, TN to Tisdale, GA $215/shipment
03:0315L (continuation) or 185 1
1 Rate applies when two (2) or more loads are transported on
the same day, by the same driver, same equipment without
delay between loads.
- -------------------
* Tradmark of The Dow Chemical Company
o Denotes Change
<PAGE>
Page: II-1(L/M) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
LONG BEACH AND/OR TERMINAL ISLAND
RULES: Except as otherwise specifically provided,
Appendix I.
ACCESSORIAL CHARGES: All accessorial charges not specifically covered by
Dow Master Contract to be billed per CLEA 100 series.
DEDICATED TRAILER CHARGE: $1,600/month/trailer on general service units for
Papi, Isocyanates, Polyol and TELONE*. 40:4002L
TANK CLEANING: Actual cost on the following products: Papi,
Isocyanates, Polyols, TELONE, hazardous and non-
hazardous waste. TCL - AC (ATRAS)
RATE MAKING MILES: Latest Rand McNally MileMaker for interstate traffic,
DTBCA and Leonard's Metropolitan Zone on intrastate
traffic.
Item 50 01:5064L
- ------
Intraplant Service: When upon request of the shipper, carrier provides
a unit for intraplant work at Dow facility in Long
Beach, CA and Torrance, CA, a charge of $55/hour,
or fraction thereof, shall apply subject to a 4
hour minimum at Long Beach, CA. Time shall begin when
carrier's equipment leaves its terminal and continue
until equipment is returned to terminal from which
dispatched.
Tank Cleaning: $200 TCL: (AITE)
* Trademark of The Dow Chemical Company
<PAGE>
Page: II-1A(LB) Rev 2 Date: 8/15/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 100
--------
Entire item cancelled.
<PAGE>
Page: II-2(LB) Rev 2 Date: 8/15/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 200
--------
Entire item cancelled.
<PAGE>
Page: II-2A(LB) Rev 2 Date: 8/15/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 300
--------
Entire item cancelled.
<PAGE>
Page: II-3(LB) Rev 2 Date: 8/15/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 400
--------
Entire item cancelled.
o Item 500
--------
Entire item cancelled.
o Item 550
--------
Entire item cancelled.
<PAGE>
Page: II-4(LB) Rev 2 Date: 8/15/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 600 05:5005L 05:5006L
--------
Origin: Long Beach, CA; Terminal Island, CA
Destination: Points in Mexico
Commodity: Liquid Commodities
Rate: -$45 flat charge + $3.88/loaded mile
o Item 700
--------
Entire item cancelled.
o Item 800
--------
Entire item cancelled.
<PAGE>
Page: II-1(L) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
LUDINGTON
TOLL CHARGES APPLICABLE FROM/TO LUDINGTON, MI
Rates herein do not include charges for the use of Toll Road, Bridges, Ferries
or Tunnels shown below. When, at the request of the shipper, Toll Road
Facilities are used, the charges will be paid by the carrier and shown on the
freight bill as advanced charges and supported by a receipt substantiating such
charges have been paid. Such charges are to be in addition to the rate and all
other lawful charges:
$10/round trip crossing at toll bridges, ferries, or tunnels. TL1(AITE)
Item 100
- --------
Origin: Ludington, MI
Commodity: Liquid Magnesium hydroxide
Flat Rate/
Destination Charge Loaded Mile
----------- ------ -----------
01:1010L AL, GA, KY, NC, NY, OH, PA, SC, TN -$128 + $2.46
01:1011L AZ, CA, CO, ID, MT, NM, NV, OR, UT, WA, WY -128 + 3.41
01:1012L AR, MS, TX (points not named below) -128 + 2.29
01:1013L CT, DE, MA, MD, NJ, RI, VA, WV -128 + 2.17
01:1014L FL, IL, IN, ME, NH, VT -128 + 2.93
01:1015L IA, KS, MN, MO, ND, NE, OK, SD, WI -128 + 3.02
01:1016L LA and points in TX (counties of Brazoria, -128 + 1.79
Camp, Chambers, Dallas, Fort Bend, Galveston,
Harris, Jefferson, Montgomery, Orange
and Tarrant)
01:1017L Ontario -128 + 2.53
01:1018L Quebec -128 + 3.09
01:1019L New Brunswick and Nova Scotia -128 + 3.69
<PAGE>
Page: II-3(L/M) NEW Date: 8/7/95
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 500 50:5000L
--------
Origin: Louisville, KY
Destination: Lockland, OH and Middletown, OH
Equipment: Multi-compartment trailer
Rate: $1.30/dead head mile
o Denotes Change
<PAGE>
Page: II-1(M) Date: 5/1/95
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
MIDLAND
DETENTION EXCEPTION:
Detention at Dow's plant site in Midland, MI shall be waived between 8:00
AM and 5:00 PM Monday thru Friday (except holidays) when loading and/or
unloading is provided by the Midland domiciled city drivers. Time before 8:00 AM
and after 5:00 PM will be subject to the Dow Standard Accessorial Chart except
no free time shall be allowed. This exception does not apply when loading or
unloading is performed by system drivers or Midland road drivers on a live load
basis. LOAD and GO
TANK CLEANING (Midland only): $75 for SILTHERM* TCLN Screen
TOLL CHARGES APPLICABLE FROM/TO MIDLAND, MI AND BAY CITY, MI
Rates herein do not include charges for the use of Toll Road, Bridges, Ferries
or Tunnels shown below. When, at the request of the shipper, Toll Road
Facilities are used, the charges will be paid by the carrier and shown on the
freight bill as advanced charges and supported by a receipt substantiating
such charges have been paid. Such charges are to be in addition to the rate and
all other lawfull charges:
$10/round trip crossing at toll bridges, ferries, or tunnels. TL1 (AITE)
Item 100 01:2050L
- --------
Between: Midland, MI or Bay City, MI
and
Points in Louisiana and Texas
Commodity: Liquid Chemicals in carrier provided (non-dedicated)
single compartment stainless steel, insulated MC-307
trailer handled in continuous movements.
Rate: $1.75/running mile, terminal-to-terminal
- ---------------------
* Trademark of The Dow Chemical Company
o Denotes Change
<PAGE>
Page: II-2(M) Rev 5 Date: 12/13/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 200
--------
Origin: Midland, MI
Commodity: Liquid Commodities transported in non-dedicated, single
compartment MC-307 reloadable trailer.
<TABLE>
<CAPTION>
Rate/Loaded Mile
-----------------------------------------
"NALL" Destination Flat Chg Column 1 Flat Chg Column 2 "DALI"
----------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
03:0327L LA, TX -$128 + $1.75 -$128 + $2.01 03:0334L
03:0328L AL, AR, CT, DE, FL, GA, -128 + 2.15 -128 + 2.47 03:0335L
IL, KY, MD, MA, MS, NC,
NJ, NY, OH, PA, RI, SC,
TN, VA, WV
03:0329L CA -128 + 2.22 -128 + 2.55 03:0336L
03:0330L MO, NH, WI -128 + 2.32 -128 + 2.67 03:0337L
03:0331L AZ, IA, KS, ME, NB, NM, -128 + 2.52 -128 + 2.90 03:0338L
OK, ON, PQ
03:0332L IN -128 + 2.76 -128 + 3.17 03:0339L
03:0333L AK, AB, BC, MB, MN, MT, -128 + 3.02 -128 + 3.47 03:0340L
NE, SK, WA
</TABLE>
Load Count Guarantee:
--------------------
Mon-Sat: 28 loads/day, +/-20%
Sat-Sun: 6 loads/day, +/-20%
Penalty: 15% surcharge for all orders in excess of
------- maximum or less than minimum load count
guarantee.
Note: 1. Column 1 represents rates used when load count target numbers
have been met, Column 2 represents penalty rates for falling
short or exceeding targeted load counts.
2. Rates apply for Aqueous Acrylamide Solution for the account of
Flocryl: c/o Commercial Traffic, P.O. Box 30832, Cleveland, OH
44130
Item 300 01:0005L "DA15"
--------
o Origin: Between Midland, MI and Bay City, MI and Harbor Beach, MI and
Destination: Points in the U.S. (except MI, AK, HI) and Canada
Commodity: LIQUID AND DRY CHEMICALS (not specified in Item 200)
transported in single compartment, non-reloadable or multi-
compartment trailers.
Miles Flat Charge Rate/Loaded Mile
----------------- ----------- ----------------
0 - 100 $184 + $2.85
101 - 200 202 + 2.69
201 - 400 138 + 3.05
401 - 800 137 + 3.10
801 - 1000 284 + 2.93
1001 - Over 204 + 3.00
Cleaning: Rate of $190/load on Intrastate Michigan moves of latex
liquid only.
- ---------------------
o Denotes Change
<PAGE>
Page: II-3(M) Rev 3 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 400
--------
Origin: Midland, MI and Bay City, MI
Commodity: Monochloroacetic and alpha monochloropropionic butylene oxide,
chloroacetyl chloride, DURSBAN*, glacial acrylic acid,
monochloroacetic acid and telone transported in dedicated
trailer.
Destination Rate/Shipment
----------- -------------
01:1408L Theodore, AL $2,998
01:0016L Lake Charles, LA 3,959
01:1406L Taft, LA 3,130
01:0011L Greenville, NC 3,272
01:0010L Dayton, NJ 2,649
03:0306L Waterloo, NY 1,307
03:0311L Beaumont, TX 3,920
01:0012L Hopewell, VA 2,579
01:0018L Sarnia, ON 614
01:0020L Tillsonburg, ON 939
o Item 500 01:3808L
--------
Origin: Midland, MI
Destination: Pittsburg, CA
Commodity: LORSBAN* in dedicated container
Rate: $4,613/shipment
o Item 600 03:0341L
--------
Origin: Midland, MI and Bay City, MI
Destination: Colorado, Utah, Nevada and Idaho
Commodity: Liquid Commodities in single compartment MC-307 trailer.
Rate: -$128 flat charge + $3.02/loaded mile
- -------------------
* Trademark of The Dow Chemical Company
o Denotes Change
<PAGE>
Page: II-4 (M) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 700 01:8951 L
--------
Origin: Midland, MI
Destination: Midland, MI
Commodity: Chassis idle day charges
Rate: $16/day (7 day/week)
Applies on Chassis #TOLZ 62048 and #NLSZ 021057-9
o Item 800 01:3300 L
--------
Between: Dow Chemical at Midland, MI to the Port of New York/New
Jersey piers with an empty container and return to Midland,
MI with a loaded container.
Commodity: Methylacrylonitrile in shipper-owned container
Rate: $2,700/round trip
Chassis $15/day includes maintenance and tires to Dow specification
Charge: CHA (AITE)
o Item 900 01:2012 L
--------
Origin: Bay City, MI
Destination: Sarnia, ON
Commodity: Calcium Chloride when transported in MC-306 or MC-312
rubber-lined trailer
Rate: -$92 flat charge + $3.55/loaded mile
o Item 1000 03:0322 L
---------
Origin: Points in U.S. excluding Michigan
Destination: Midland, MI and Bay City, MI
Commodity: Liquid Commodities in MC-307 trailer (reloadable 2/1 type
only)
Rate: -$128 flat charge + $1.75/loaded mile
o Denotes Change
<PAGE>
Page: II-5 (M) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
<TABLE>
<S> <C>
o Item 1100 01:2009 L
---------
Origin: Bay Minette, AL
Destination: Midland, MI
Commodity: Liquid Chemicals in shipper-owned container on carrier
provided chassis
Rate: $3,154/shipment
No allowance for use of shipper-provided chassis.
o Item 1150 01:1150 L
---------
Origin: Midland, MI**
Destination: Midland, MI
Commodity: Diethylbenzene
Rate: $4,084/shipment
** NOTE: This rate is based on loading diethylbenzene in Midland, MI
proceeding to Bay Minette, AL for addition of 1300 lbs. of inhibitor, then
proceed to Geismar, LA for addition of 1500 lbs. of another inhibitor, then
returning to Midland with approximately 42M lbs. of total product.
o Item 1200 01:3059 L
---------
Origin: Claymont, DE
Destination: Midland, MI
Commodity: Ethylene when transported in cryogenic trailer
Rate: $3,105; cleaning does not apply TCL, CTC - NA (AITE)
o Item 1300 01:2010 L
---------
Origin: Vicksburg, MS
Destination: Midland, MI
Commodity: Liquid Chemicals in shipper-owned container on carrier provided chassis
Rate: $3,267/shipment
o Item 1400 01:0025 L
---------
Origin: Clearlake, TX; Deer Park, TX; Freeport, TX and Taft, LA
Destination: Midland, MI
Commodity: Glacial Acrylic Acid in a specially designed trailer
Rate: $2,962/shipment; Cleaning does not apply TCL, CTC - NA (AITE)
This rate applies only with a MI down-bound shipment to
TX or LA.
</TABLE>
o Denotes Change
<PAGE>
Page: II-6 (M) Rev 2 Date: 9/1/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 1500 03:0309 L
---------
Origin: Sarnia, ON
Destination: Midland, MI
Commodity: Liquid Chemicals NOI in non-dedicated single compartment
trailer.
Rate: $32 flat charge + $2.50/mile
Item 1600 03:0326 L
---------
Origin: Delaware City, DE
Destintation: Muskegon, MI
Commodity: Liquid Commodities in MC-307 trailer
Rate: -$128 flat charge + $2.05/loaded mile
This rate applies only on inbound shipments for Dow.
Tank $125 when cleaned TCL (AITE)
Cleaning:
o Item 1700
---------
Entire item canceled.
Item 1800 03:0307 L
---------
Origin: Midland, MI
Destination: Pittsburg, KS
Commodity: Chloroacetyl Chloride in shipper-owned ISO container
Rate: $2,575/shipment
Tank cleaning not applicable. TCL, CTC - NA (AITE)
o Denotes Change
<PAGE>
Page: II-7 (M) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
<TABLE>
<S> <C>
o Item 1900 03:0305 L
---------
Origin: Midland, MI
Destination: Detroit, MI
Commodity: Commodities in shipper provided ISO container
Rate: $413
Rate includes 2-1/2 hours for loading LOA (AITE)
When a chassis is delayed beyond the free time, a charge of $15/chassis
will be made for each 24 hours period or fraction thereof and will apply in
addition to all other applicable charges.
Tank cleaning not applicable. TCL, CTC - NA (AITE)
Item 2000 02:0106
---------
Origin: Detroit, MI
Destination: Midland, MI
Commodity: Empty ISO containers
Rate: $90/container
Rate applies on repositioning an empty ISO container in conjunction with the
movement of a loaded ISO in Item 1900.
o Item 2100 03:0303 L
---------
Origin: Midland, MI
Destination: Points in US and Canada
Commodity: Liquid Commodities transported in shipper provided ISO container and chassis.
Rate: $1.41/running mile, terminal-to-terminal; $15/day/chassis
Rate applies on shipper-owned container.
</TABLE>
o Denotes Change
<PAGE>
Page: II-8 (M) Rev 5 Date: 02/17/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
<TABLE>
<S> <C>
Item 2300 01:0302 L
---------
Origin: Winder, GA
Destination: Midland, MI
Commodity: Sodium Lauryl Sulphate in single compartment MC-307 trailers
Rate: -$128 flat charge + $1.75/loaded mile
Item 2400 03:0345 L
---------
Origin: Midland, MI
Destination: Marlborough, MA
Commodity: Liquid Commodities in dedicated single compartment MC-307 trailers
Rate: -$128 flat charge + $3.00/loaded mile
NOTE: Traffic to be routed through Sarnia, ON
Hand Additional $75 TCL (AITE)
Cleaning
Charge:
Item 2500 01:2400 L
---------
Origin: Castle Hang, NC
Destination: Midland, MI
Commodity: Sodium bichromate
Rate: -$128 flat charge + $1.75/loaded mile
Cleaning: $450 TCL (AITE)
o Item 2600 01:2401
---------
Origin: Midland, MI
Destination: Muskegon, MI
Commodity: Phosphorous Oxychloride in Shipper Provided ISO Container/Chassis
Rate: $610/shipment
</TABLE>
o Denotes Change
<PAGE>
Page: II-1 (MI) NEW Date: 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
MICHIGAN
Item 100 01:2000 L
--------
Origin: Midland, MI
Commodity: Hydrochloric Muriatic
Rate/CWT
Destination 45M# MIN.
----------- ---------
Dearborn, MI 78
River Rouge, MI 78
Item 200 01:4000 L
--------
Origin: Midland, MI
Commodity: Dimethyl-Hydrolyzate Polydimethyl-Siloxane
Destination: Adrian, MI
Rate/CWT: 79
45M# MIN.
<PAGE>
Page: II-2(MI) NEW Date: 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 300
- --------
Origin: Midland, MI
Commodity: Liquid Commodities
Destination Rate/CWT
----------- --------
01:6000L Battle Creek, MI 90 40M# MIN.
89 45M# MIN.
87 50M# MIN.
01:6001L Escanaba, MI 198 40M# MIN.
193 50M# MIN.
184 60M# MIN.
01:6002L Gross, MI 198 40M# MIN.
193 50M# MIN.
184 60M# MIN.
01:6003L Kalamazoo, MI 109 40M# MIN.
106 50M# MIN.
01:6004L Munising, MI 208 50M# MIN.
147 75M# MIN.
01:6005L Muskegon, MI 92 45M# MIN.
90 50M# MIN.
85 60M# MIN.
80 70M# MIN.
01:6006L Plainwell, MI 109 40M# MIN.
108 45M# MIN.
106 50M# MIN.
01 :6007L Port Huron, MI 92 45M# MIN.
90 50M# MIN.
85 60M# MIN.
80 70M# MIN.
01:9000L Alpena, MI $ 550 Rate per shipment
<PAGE>
Page: II-3(MI) NEW Date: 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY
AND CHEMICAL LEAMAN TANK LINES, INC.
Item 400 02:0001
- --------
Territorial Application: Between various Michigan points
Commodity: Commodities in bulk
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
RATES RATES RATES
- ------------------------------------------------------------------------------------------------------
MILES (40) (45) MILES (40) (45) MILES (40) (45)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
5 13 14 170 139 135 335 281 270
10 18 18 175 143 138 340 285 274
15 23 23 180 146 143 345 289 279
20 29 28 185 150 146 350 293 282
25 34 34 190 153 149 355 298 286
30 39 39 195 157 153 360 301 290
35 40 10 200 161 156 365 305 293
40 45 44 205 172 167 370 308 297
45 48 47 210 181 176 375 312 301
50 52 52 215 189 183 380 315 305
55 55 54 220 193 186 385 320 308
60 59 58 225 196 191 390 324 312
65 62 61 230 200 194 395 327 315
70 66 65 235 204 198 400 331 319
75 69 68 240 208 201 405 333 320
80 74 72 245 212 205 410 335 322
85 78 76 250 215 208 415 338 327
90 81 81 255 219 212 420 343 331
95 84 83 260 223 216 425 347 334
100 88 87 265 226 219 430 351 338
105 92 91 270 231 223 435 355 342
110 96 94 275 235 227 440 359 345
115 100 99 280 238 230 445 363 350
120 104 102 285 242 235 450 368 354
125 107 105 290 246 238 455 371 357
130 110 108 295 249 241 460 375 361
135 114 111 300 254 245 465 379 365
140 118 114 305 258 248 470 383 369
145 121 118 310 261 252 475 386 373
150 124 122 315 265 256 480 391 377
155 128 125 320 269 260 485 395 380
160 132 129 325 272 263 490 399 384
165 135 132 330 277 267 495 403 388
- ------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Page: II-1 (NH) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 100
- ----------
Origin: North Haven, CT
Destination: Points in U.S. including Connecticut
Commodity: Plastic Pellets
Miles Flat Charge Rate/Mile
----- ----------- ---------
01:0113L 0 - 130 $49 + $2.75
01:1113L 131 - 200 -21 + 3.26
201 & Over -23 + 3.27
o Item 200 01:0167L
- ----------
Origin: North Haven, CT
Destination: Bellville, NJ
Commodity: Plastic Pellets
Rate: $42 flat charge + $2.64/loaded mile
o Item 300 01:0168L
- ----------
Origin: North Haven, CT
Destination: Brampton, Ontario; Port Hope, Ontario
Commodity: Plastic Pellets
Rate: -$128 flat charge + $3.49/loaded mile
o Denotes Change
<PAGE>
Page: II-l(P) Date: 5/1/95
------------------------------
Dow:
------------------------------
CLEA:
------------------------------
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
PITTSBURG
---------
ACCESSORIAL CHARGES: All accessorial charges not specifically covered by Dow
- -------------------
Master Contract to be billed per CLEA 100 series. (ACON)L
DEDICATED TRAILER CHARGE: $1,600/month/trailer 07:1111L
- ------------------------ Telone, Trifluoro Herbicidal Intermediate
TANK CLEANING CHARGE: Actual cost. Telone, Trifluoro Herbicides
- -------------------- Intermediate, hazardous and non-hazardous waste.
TCL (ARTA) on these products.
INTRAPLANT SERVICE AT THE DOW FACILITY AT PITTSBURG. CA:
- -------------------------------------------------------
07:5065L $55/hour or faction thereof; 1 hour minimum tank cleaning charge
$200 (when carrier is required to deadhead to cleaning rack to
clean trailer, an additional charge of $1.50/running mile will
apply; minimum $165). DHL, DHU (AiTE)
SPOTTING TRAILER CHARGE: $110/day; $1,600/month MAX 07:1111L SPL, SPU (AiTE)
- -----------------------
SPOTTING CHASSIS CHARGE: $45/day; $800/month MAX 07:1111L CHA (AiTE)
- -----------------------
DEADHEADING CHARGE: $1.50/running mile when required or requested to spot
- ------------------ or pick up trailer or chassis. Minimum charge:
07:7101L $165/round trip
07:1112L - empty container trans CHA, DHL, DHU (AiTE)
RATE MAKING MILES: Interstate traffic Rand McNally MileMaker;
- ----------------- Intra-CA DT8CA and Leonard's Metropolitan Zone
o Denotes Change
<PAGE>
Page: II-2(P) Rev l Date: 6/17/96
----------------------------------
Dow:
----------------------------------
CLEA:
----------------------------------
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
<TABLE>
<CAPTION>
Item 100 07:2700L
--------
<S> <C>
Between Pittsburg, CA and points in California
Commodity: Liquid Commodities transported in MC-307 single compartment trailer
Minimum: Rates shown that produce less than the minimum charge apply on a per load
basis only when two (2) consecutive loads are moved in the same unit by the same
driver with no delay between loads, no cleaning and no change of equipment.
"NA25"
</TABLE>
<TABLE>
<CAPTION>
Miles Flat Charge Rate/Mile Miles Flat Charge Rate/Mile
----- ----------- --------- ----- ----------- ---------
<S> <C> <C> <C> <C> <C>
30 -$128 + $9.65 230 -128 + $3.40
40 -128 + 7.70 240 -128 + 3.40
50 -128 + 6.60 250 -128 + 3.40
60 -128 + 5.90 260 -128 + 3.35
70 -128 + 5.40 270 -128 + 3.35
80 -128 + 5.05 280 -128 + 3.35
90 -128 + 4.75 290 -128 + 3.35
100 -128 + 4.50 300 -128 + 3.35
110 -128 + 4.30 320 -128 + 3.35
120 -128 + 4.15 340 -128 + 3.35
130 -128 + 3.95 360 -128 + 3.35
140 -128 + 3.85 380 -128 + 3.35
150 -128 + 3.75 400 -128 + 3.35
160 -128 + 3.65 420 -128 + 3.35
170 -128 + 3.60 440 -128 + 3.30
180 -128 + 3.50 460 -128 + 3.30
190 -128 + 3.45 480 -128 + 3.30
200 -128 + 3.40 500 -128 + 3.30
210 -128 + 3.40 520 -128 + 3.30
220 -128 + 3.40 540 & Over -128 + 3.30
</TABLE>
o Denotes Change
<PAGE>
Page: II-2A(P) Rev 2 Date: 6/17/96
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BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
<TABLE>
<CAPTION>
Item 105
--------
<S> <C>
Origin: Pittsburg, CA
Commodity: Liquid Solvents (acetone, caustic soda, chelating compounds,
glycerines, glycols, anti-freeze, VORANOL*, amines, phenol,
epoxy resin, chlorinated solvents [perchloroethylene,
methylene chloride], lacquer solvents [glycol ether acetate]
and resin solvents [DOWANOL* DB, DM, DMP, EB, PM])
Cleaning: $225 when cleaned
</TABLE>
<TABLE>
<CAPTION>
Single Compartment Multi-Compartment
Destination Flat Charge Rate/Loaded Mile Flat Charge Rate/Loaded Mile
- ----------- ----------- ---------------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Corvallis, OR 07:0732L -$128 + $2.30 $-128 + $2.45 07:0758L
Halsey, OR 07:0735 -128 + 2.30 -128 + 2.45 07:0761
Newberg, OR 07:0738L -128 + 2.30 -128 + 2.45 07:0764L
Portland, OR 07:0742L -128 + 2.30 -128 + 2.45 07:0768L
Salem, OR 07:0745L -128 + 2.30 -128 + 2.45 07:0771L
Springfield, OR 07:0747 -128 + 2.30 -128 + 2.45 07:0773
White City, OR 07:0750 -128 + 3.10 -128 + 3.10 07:0776
Auburn, WA 07:0728 -128 + 2.30 -128 + 2.45 07:0754
Kalama, WA 07:0736 -128 + 2.30 -128 + 2.45 07:0762
Kent, WA 07:0737L -128 + 2.30 -128 + 2.45 07:0763L
Pasco, WA 07:0740L -128 + 2.30 -128 + 2.45 07:0766L
Spokane, WA 07:0746L -128 + 2.45 -128 + 2.55 07:0772L
Washougal,WA 07:0749L -128 + 2.30 -128 + 2.45 07:0775L
Pts in OR or WA (not named) 07:0752L -128 + 2.45 -128 + 2.45 07:0778L
Canadian Rates
- --------------
Calgary, AB 07:0730L -128 + 2.55 -128 + 2.55 07:0756L
Edmonton, AB 07:0733L -128 + 2.55 -128 + 2.55 07:0759L
Goadlish Lake, AB 07:0734 -128 + 2.55 -128 + 2.55 07:0760
Nisku, AB 07:0739 -128 + 2.55 -128 + 2.55 07:0765L
Burnaby, BC 07:0729L -128 + 2.45 -128 + 2.45 07:0755L
Campbell River, BC 07:0731 -128 + 2.45 -128 + 2.45 07:0757
Port Moody, BC 07:0741L -128 + 2.45 -128 + 2.45 07:0767L
Quesnel, BC 07:0743 -128 + 2.45 -128 + 2.45 07:0769
Richmond, BC 07:0744L -128 + 2.45 -128 + 2.45 07:0770L
Vancouver, BC 07:0748L -128 + 2.45 -128 + 2.45 07:0774L
Winfield, BC 07:0751L -128 + 2.45 -128 + 2.45 07:0777L
Pts in AB or BC (not named) 07:0753L -128 + 2.55 -128 + 2.55 07:0779L
</TABLE>
*Trademark of The Dow Chemical Company
o Denotes Change
<PAGE>
Page: II-3(P) Rev 1 Date: 6/17/96
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BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 200 07:2800L
--------
Origin: Pittsburg, CA
Destination: Points in California
Commodity: Hydrochloric Acid transported in MC-312 rubber lined trailer
Minimum: 48M lb minimum
Note: Cleaning does not apply TCL, CTC - NA (AiTE)
Miles Rate/cwt Miles Rate/cwt
----- -------- ----- --------
20 $0.20 220 $1.24
30 0.24 230 1.28
40 0.27 240 1.32
50 0.34 250 1.34
60 0.37 260 1.41
70 0.43 270 1.47
80 0.48 280 1.53
90 0.52 290 1.59
100 0.57 300 1.66
110 0.62 320 1.78
120 0.68 340 1.91
130 0.74 360 2.03
140 0.80 380 2.16
150 0.85 400 2.28
160 0.89 420 2.41
170 0.94 440 2.53
180 1.01 460 2.66
190 1.08 480 2.78
200 1.14 500 2.91
210 1.22
o Item 300 07:0700L
--------
Origin: Pittsburg, CA
Destination: Points in U.S. except California
Commodity: Telone
Rate: $12 flat charge + $3.10/loaded mile
o Denotes Change
<PAGE>
Page: II-4(P) Rev 1 Date: 6/17/96
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BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 400
--------
Origin: Pittsburg, CA
Destination: Points in California
Commodity: Spent Sulfuric acid; caustic soda; HCl
Miles Flat Charge Rate/Mile
----- ----------- ---------
07:701AL 0 - 70 $ 4 + $2.48
07:2701L 71 - 120 25 + 2.22
07:0701L 121 - 200 -26 + 2.52
201 - Over -105 + 2.92
Rates apply only in the absence of rates more specifically
provided herein.
o Item 500 07:0702L
--------
Between: Points in California counties of Alameda, Contra Costa and
California counties of Los Angeles and Orange
Commodity: Liquid Commodities (includes solvents, caustic soda and
latex)
Rate: -$88 flat charge + $2.12/loaded mile TCL - check pg 1
o Item 600 07:0702L
--------
Between: Points in California counties of Los Angeles and Orange and
California counties of Alameda and Contra Costa
Commodity: Liquid Commodities in single and multi-compartment trailer
Rate: -$88 flat charge + $2.12/loaded mile TCL - check pg 1
o Denotes Change
<PAGE>
Page: II-5(P) Rev 1 Date: 6/17/96
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APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 700 07 0703L TANK CLEANING
-------- $40.00
BACK0UT ____________
Between: Points in California counties of Alameda and Contra Costa and
California counties of Ventura and Riverside
Commodity: Liquid Commodities (includes solvents, caustic soda and latex)
Rate: -$88 flat charge + $2.26/loaded mile TCL - check pg 1
Item 800 08:8000
--------
Between: Points in California counties of Alameda and Contra Costa and
California counties of Los Angeles and Orange
Commodity: Liquid Commodities in intermodal tank containers
Rate: $50/hour, 6 hour minimum
Time shall begin when carrier's equipment leaves its
terminal and continue until equipment is returned to
terminal from which dispatched. TCL - check pg 1
o Item 900 09: 9000L
--------
Origin: Pittsburg, CA
Destination: CT, GA, IL, MI, OH
Commodity: Liquid Commodities
Rate: -$128 flat charge + $1.75/loaded mile TCL - check pg 1
o Denotes Change
<PAGE>
Page: II-6(P) Rev3 Date: 6/17/96
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APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 1000
---------
Origin: Pittsburg, CA
Commodity: Caustic Soda or solvents transported in single compartment,
non-dedicated MC-307 trailer
<TABLE>
<CAPTION>
Destination Flat Charge Rate/Mile
----------- ----------- ---------
<S> <C> <C> <C>
07:0708 AR, IA, MN, MO, OK -$128 + $1.70(1)
07:0709 LA, MI, TX (except shipments -128 + 1.55(1)
destined to Mexico)
07:0710L Tildale, GA (Dalton, GA) -128 + 1.75
07:0711L Points in Canada -88 + 2.95
(1)Rate applies only on shipments handled in backhaul transportation
</TABLE>
TANK CLEANING
$40.00
o Item 1100 BACK0UT ____________
---------
Origin: Pittsburg, CA
Commodity: Liquid Commodities transported in MC-307 single and
multi-compartment trailers. TCL - check pg 1
Destination Flat Charge
----------- -----------
07:1713L Antioch, CA $367
07:1714L Cloverdale, CA 603
07:1714L Kelseyville, CA 603
07:1714L Middletown, CA 603
o Item 1200 TANK CLEANING
--------- $40.00
BACK0UT ____________
Origin: Pittsburg, CA
Commodity: Liquid Waste Water
Destination Flat Charge
----------- -----------
07:0721 E. Los Angeles, CA $837
07:0722 E. Palo Alto, CA 335
07:0723 Los Angeles, CA 837
07:0724 Palo Alto, CA 335
07:0725L San Jose, CA 312
Compressor/Pump Charges: Included in rate CMU, CML, PMU,
PML - IR (AiTE)
Tank Cleaning Charge: Actual cost TCL - AC (AiTE)
Waste Permit Fees: Included in rate PMT - IR (AiTE)
o Denotes Change
<PAGE>
Page: II-7(P) Rev I Date: 6/17/96
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APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 1300 07:0706L
---------
Origin: Pittsburg, CA
Destination: Pittsburg, CA
Commodity: Caustic Soda HCL
Rate: $22/shipment
o Item 1400 TANK CLEANING
--------- $25.00
BACK0UT ____________
Origin: Pittsburg, CA
Commodity: Salt Brine (Sodium Chloride)
Destination Flat charge
----------- -----------
07:1707L Bakersfield, CA $612
07:1707L Belridge, CA 612
07:1707L Cymeic, CA 612
07:1707L Fellows, CA 612
07:1707L Maricopa, CA 612
07:1707L McKittrich, CA 612
07:1707L Midway, CA 612
07:1707L Taft, CA 612
07:1708L Ded. Coalinga, CA 447
07:1709L Non-
Ded.
Tank cleaning is included in rate only when shipment is
transported in a dedicated trailer which is to be performed
every 5th load. Shipments transported in other than
dedicated trailer are subject to an additional charge of
$125 for cleaning of trailer.
o Item 1500 07:1716
---------
Origin: Pittsburg, CA
Destination: Pittsburg, CA with stop-off in Rio Vista - (split card only)
Commodity: Petroleum Distillates, NOS
Rate: $227/shipment
o Denotes Change
<PAGE>
Page: II-8(P) Rev I Date: 6/17/96
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CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
<TABLE>
<S> <C> <C>
o Item 1600 07:0727L
---------
Origin: Pittsburg, CA
Destination: Bakersfield, CA
Commodity: Potassium Chloride (KOH) in single compartment trailer
Rate: $731/shipment
Tank
Cleaning: $175 when cleaned TCL (AiTE)
o Item 1700 07:0720
---------
Origin: Pittsburg, CA
Destination: Chicago, IL or Midland, MI
Commodity: Inserve transported in single compartment trailer (HERBICIDE)
Rate: -$128 + $1.85/loaded mile
o Item 1800
---------
Origin: Pittsburg, CA
Destination: Midland, MI
Commodity: Trifluoro Methyl Pyridine
Rate: $8,200/shipment (Rate applies April 1 thru October 31 via Rt. I-80) 07:0704L
$9,114/shipment (Rate applies November 1 thru March 30 via Int. 07:0705L
Rts. 40, 44, 55, 80 & 94)
Dedicated Trailer Charge: $1,600/month - Telone
$1,000/month - Dichloro, Trifluoro,
Methyl Pyridine
Idle Day Charge: $100/day for dedicated VH acid trailer
o Item 1900 07:0726
Origin: Pittsburg, CA
Destination: Midland, MI
Commodity: Lontrale transported in single compartment MC-307 trailer (HERBICIDE)
Rate: -$128 + $1.55/loaded mile
</TABLE>
o Denotes Change
<PAGE>
Page: II-9(P) Rev I Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
<TABLE>
<S> <C> <C> <C>
o Item 2000
---------
Origin: Pittsburg, CA
Destination: Plaquemine, LA 07:0717L, Midland, MI 07:0716L or Bridgeport, NJ 07:0715L
Commodity: Hazardous Waste, NOS
Rate: -$128 + $1.85/loaded mile
Tank Cleaning: Actual cost TCL-AC (ATIE)
Hazardous Waste Permit Charges:
Plaquemine, LA $75 with load
Midland, MI $275 with load HWP (AITE)
Bridgeport, NJ $350 with load
o Item 2100 07:0718L
---------
Origin: Pittsburg, CA
Destination: Deer Park, TX
Commodity: Styrene or waste water transported in single compartment trailer
Rate: -$128 +$1.85/loaded mile Waste TCL - see pg 1
o Item 2200
---------
Destination: Pittsburg, CA
Commodity: Liquid Chemicals transported in single compartment MC-307 trailer
Origin Flat Charge Rate/Mile
------ ----------- ---------
22:2200L LA, MS, TX -$128 + $2.05
22:2201L AL, CT, DE, GA, IL, KY, MD, MI, NC, NJ, PA, SC -128 + 2.10
22:2202L MA, NY, RI, TN, VA -128 + 2.20
22:2203L AR, FL, IN, NH, VT, WI, WV -128 + 2.40
22:2204L ME, MO -128 + 2.60
22:2205L MN, IA -128 + 2.80
22:2206L CO, KS, MT, ND, NE, NM, SD, WY -128 + 3.25
22:2207L AZ, ID, OR, UT, WA -128 + 3.30
22:2208L NV -128 + 3.45
</TABLE>
o Denotes Change
TCL - pg. 1
<PAGE>
Page: II-10(P) Rev I Date: 8/12/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 2300
---------
Origin: Pittsburg, CA
Destination: Points in the U.S. (including CA) and points in British
Columbia
Commodity: Liquid Commodities transported in single and multi-
compartment non-dedicated MC-307 trailer and intermodal
container movement.
Miles Flat Charge Rate/Mile
----- ----------- ---------
77:0712L 0 - 70 $57 + $2.49
71 - 120 83 + 2.23
121 - 200 72 + 2.25
07:0712 201 & Over -88 + 2.95
Item 2400 77:0706L
---------
Origin: Pittsburg, CA
Destination: Pittsburg, CA (Imperial West Plant Only) per Desiree Press
Commodity: PT acid in single compartment MC-312 trailers
Rate: $97/shipment "DAII"
o Item 2500 (New)
---------
Origin: Pittsburg, CA
Commodity: Waste Tar in dedicated equipment only.
Destination Flat Charge Rate/Mile
----------- ----------- ---------
07:2500L Midland, MI -$128 $3.30
07:2501L Clive, UT -128 3.30
Trailers to return to Pittsburg, CA for cleaning.
o Denotes Change
<PAGE>
Page: II-1(STL) Rev I Date: 6/17/96
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APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
ST. LOUIS
o Item 100
--------
Origin: St. Louis, MO
Commodity: Liquid Caustic Soda
Destination Rate/Shipment
----------- -------------
02:2001 Pagedale, MO $51 or
02:2009 29*
*Rate applies only when two consecutive loads are transported
on same day, in the same unit.
Above rates not subject to tank cleaning.
o Item 200
--------
Origin: St. Louis, MO
Commodity: Liquid Caustic Soda
Minimum: Minimum/shipment from Schedule of Minimum Charges except when
multiple loads are tendered and delivered by the same driver,
same equipment, same day.
Miles Flat Charge Rate/Mile
----- ----------- ---------
02:2028L 30 - 100 $83 + $2.30
02:2029L 101 - 240 -2 + 3.07
241 - Over -128 + 3.45
o Denotes Change
<PAGE>
Page: II-1(SV) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
SAVANNAH
o Item 100 01:GA01L
--------
Origin: Savannah, GA
Destination: Points in U.S. including Georgia in continuation of an
interstate movement (except AK & HI)
Commodity: Liquid Chemicals transported in MC-307 trailer
Tank Cleaning: $125 when cleared for solvents end caustic solution
TCL (AiTE) other prod. (ATRA)
Miles Flat Charge Rate/Mile
----- ----------- ---------
0 - 100 -$34 + $2.25
101 - 210 -96 + 2.87
201 - 420 -106 + 2.91
421 & Over -68 + 2.87
o Item 200
--------
Origin: Savannah, GA
Commodity: Diphenyl Oxide
Destination Flat Charge Rate/Mile
----------- ----------- ---------
18:0200L Freeport, TX -$128 + $1.75
18:0201L Magnolia, AR -128 + 2.25
o Denotes Change
<PAGE>
Page: II-1(T/D) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
TILDALE/DALTON
o Item 100
--------
Origin: Tildale, GA and Dalton, GA
Commodity: Liquid Commodities transported in MC-307 trailer
<TABLE>
<CAPTION>
Rate/
Destination Flat Charge Loaded Mile*
----------- ----------- -----------
<S> <C> <C> <C> <C>
06:1000L AL -$128 + $3.00
06:1002L AZ. CO. IA. ID. KS. MT, ND, NE, NM, -128 + 3.16
NV. OK, OR, SD, UT, WA, WY
06:1004L AR -128 + 2.53
11:0182L CA -128 + 2.40
06:1006L CT, DE, MA, MD. NJ, NY, OH. PA, RI, WV -128 + 2.16
01:0278L FL -128 + 3.15
06:1008L IL, IN, MI -128 + 2.32
06:1010L KY -128 + 2.48
06:1012L LA -128 + 1 69
06:1014L ME, NH, VT -128 + 2.42
06:1016L MN, WI -128 + 2.89
01:0288L MS -128 + 2.60
01:0281L NC -128 + 2.80
06:0184L SC -128 + 2.25
06:1018L TX (only Houston and points within 75
highway miles thereof) -128 + 1.59
06:1020L MO, TN, TX (other than shown above) -128 + 2.79
01:0286L VA -128 + 2.70
</TABLE>
* Rates not applicable on shipments destined to Mexico
o Denotes Change
<PAGE>
Page: II-2(T/D) Rev 3 Date: 6/17/96
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CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES. INC.
o Item 200
--------
Origin: Tildale, GA and Dalton, GA
Commodity: Liquid Commodities transported in MC-307 trailer
<TABLE>
<CAPTION>
Destination Flat Charge Rate/Mile
----------- ----------- ---------
<S> <C> <C> <C> <C>
01:1112L Mahrt, AL -$128 + $2.65
01:0180L City of industry, CA -128 + 2.25
01:0181L San Gabriel, CA -128 + 2.25
01:1148 Allyn's Point, CT -128 + 1.89
01:0292 Atlanta, GA 0.59/cwt*
01:0293 Dalton, GA 70 flat
01:0294 East Dublin, GA 1.50/cwt*
01:0295 Ellijay, GA 168 flat
01:0296 Lylerly, GA 0.52/cwt*
01:0297 Rabun Gap, GA 0.83/cwt*
01:0298 Ringgold, GA 0.52/cwt*
01:0299 Rome, GA 168 flat
01:0300L Points in GA within 25 miles of origin 140 flat
(other than shown above)
01:1165L Midland, MI -128 + 1.89
01:1114L Meridian, MS -128 + 2.58
01:1116L Gastonia, NC -128 + 2.60
01:1168L Omaha, NE -128 + 3.15
01:1135L Chillicothe, OH -128 + 1.89
01:1140L Cincinnati, OH -l28 + 1.90
01:1142L Cleveland, OH -128 + 1.89
01:1145L Columbus, OH -128 + 1.86
01:1160L Lockland, OH -128 + 1.88
01:1130L Carlisle, PA -128 + 1.86
01:1120L Willow Grove. PA -128 + 1.89
O1:1110L Landrum, SC -128 + 2.62
01:1111L Liberty, SC -128 + 2.68
01:0303 Ennis, TX -128 + 2.34
01:1117L Freeport, TX -128 + 1.73
01:1146L Covington, VA -128 + 2.57
01:1118L Richmond, VA -128 + 2.55
</TABLE>
o Denotes Change
<PAGE>
Page: II-3(T/D) Rev 3 Date: 2/01/97
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CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 300 11:1175L
--------
Origin: Tildale, GA and Dalton, GA
Commodity: Liquid Latex in single compartment MC-307 trailer
Tank $175 when cleaned TCL (AiTE)
Cleaning: Rate/cwt*
---------
Destination 42M 46M
----------- ----- -----
Granby, PQ and St. Jean, PQ $8.54 $8.26
*Rates stated and payable in U.S. funds
o Item 400 01:0114L
--------
Origin: Tildale, GA and Dalton, GA
Destination: Netcong, NJ
Commodity: Liquid Latex in single compartment MC-307 trailer
Rate: $1,482/shipment
Tank $175 when cleaned TCL (AiTE)
Cleaning:
Item 500 01:0290L
--------
Origin: Points in the U.S.
Destination: Tildale, GA and Dalton, GA
Commodity: Liquid Commodities in single compartment MC-307 trailer
Rate: -$128 flat charge + $1.75/loaded mile
Item 600 11:1180L
--------
Origin: Kearny, NJ
Destination: Tildale, GA and Dalton, GA
Commodity: Foam Control Agent (defoamer)
Rate: $2.34/loaded mile
Tank $100 when required TCL (AiTE)
Cleaning:
o Denotes Change
<PAGE>
Page: II-4(T/D) Rev 2 Date: 2/01/97
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APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
<TABLE>
o Item 700
--------
<S> <C>
Origin: Tildale, GA and Dalton, GA
Destination: Augusta, GA
Commodity: Latex, liquid in single compartment MC-307 trailers
Rate: $587/shipment - If loaded between 0400 - 1500 hours ll:1181L "NAII"
$472/shipment - If loaded between 1501 - 0359 hours ll:1182L "DAII"
Tank:
Cleaning: $175 when cleaned TCL (AiTE)
</TABLE>
o Denotes Change
<PAGE>
Page: II-1(W) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
WILMINGTON
o Item 100 02:0200L
--------
Origin: Wilmington, NC
Destination: Points in U.S. including North Carolina in continuation of
an interstate movement.
Commodity: Liquid Caustic Soda
Minimum: Minimum/shipment from Schedule of Minimum Charges. (Will not
apply when two or more shipments are handled by the same
driver with the same equipment on the same day.)
Miles Flat Charge Rate/Mile
----- ----------- ---------
0 - 50 $35 + $3.02
5 - 200 11 + 2.88
201 & Over 41 + 2.99
Tank
Cleaning: $125 when cleaned TCL (AiTE)
o Item 200 33:0295L
--------
Origin: Wilmington, NC
Destination: Allyn's Point, CT
Commodity: Caustic soda solution
Rate: $1.57/loaded mile
o Denotes Change
<PAGE>
Page: II-1(MISC) Rev 1 Date: 6/17/96
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APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
MISCELLANEOUS
Item 100 33:0338L
- --------
Origin: Chattanooga, TN
Destination: Champaign, IL
Commodity: Liquid Commodities in single compartment MC-307 trailers
Rate: $1.90/loaded mile
Item 200 01:1100L
- --------
Origin: Delaware Water Gap, PA
Destination: Houston, IX
Commodity: Ammonium Phosphate; potassium phosphate
Rate: $1.42/loaded mile
Item 300 11:1185L
- --------
Origin: Wilmington, NC
Destination: Columbus, OH
Commodity: Liquid Commodities in single compartment MC-307 trailer
Rate: $1,017/shipment
Item 400 03:0342L
- --------
Origin: Haverhill, OH
Destination: Rotterdam Junction, NY
Commodity: Liquid Phenol in single compartment trailers
Rate: $2.12/loaded mile
Item 500 01:0301
- --------
Origin: Shadeland, IN or Lafayette, IN
Destination: Port Allen, LA or Baton Rouge, LA
Commodity: Fermentation Fluids in ISO containers
Rate: $1.48/loaded mile per round-trip shipment
Note: Rate to include mileage from and return to depot storage
yard in Chicago, IL
Spotting: $75 per 24 hour period included in rate SPL, SPU (AiTE)
o Denotes Change
<PAGE>
Page: II-2(MISC) Rev 7 Date: 01/27/97
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APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
<TABLE>
Item 600
--------
<S> <C> <C>
Origin: Solvay, NY *Note: This rate includes 3rd Party Shipments per RA30
Commodity: Plastic Pellets
Destination Rate/Shipment
----------- -------------
60:2200L Erie, PA $ 738
60:2201L Paterson, NJ 733
Item 700
--------
Origin: Philadelphia, PA
Commodity: Magnesium Hydroxide Liquid
Cleaning When cleaned
Charges:
Destination Rate/Shipment
----------- -------------
o 70:0106L Chester, VA $ 500
70 0100 Clifton, NJ 372
70:0104 Lancaster, PA 292
o 70:0107L Monroe, NC 2.30 /loaded mile
70:0102L Newark, NJ 322
70:0103 Nutley, NJ 372
o 70:0108 Raleigh, NC 2.38 /loaded mile
70 0101L Ridgefield Park, NJ 372
70:0105L Scranton, PA 442
</TABLE>
Item 800
--------
Origin: Richmond, VA
Commodity: Magnesium Hydroxide Liquid
Destination Flat Charge Rate/Loaded Mile
----------- ----------- ----------------
80:0100L Chester, VA $ 372
80:0103L Richmond, VA 372
80:0101L Monroe, NC -128 + $ 2.75
80:0102L Netcong, NJ -128 + 2.30
80:0104L Newark, NJ -128 + 2.30
o Item 900 Moved to Page: II-3(MISC) Effective: 01-27-97
--------
o Denotes Change
<PAGE>
Page: II-3(MISC) Rev 5 Date: 02/10/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 900 01:0900L
--------
Origin: Charleston, SC
Destination: Sarnia, ON
Commodity: Liquid Commodities in MC-307 single compartment, reloadable
trailers
Rate: -$128 flat charge + $1.75/loaded mile
Item 1000
---------
Origin: Granite City, IL
Destination: Points in the U.S.
Commodity: Calcium Chloride Liquid
Miles Flat Charge Rate/Loaded Mile
------------- ----------- ----------------
10:0100L 30 - 100 $ 83 + $ 2.30
10:0101L 101 - 240 -2 + 3.07
10:0101L 241 - Over -128 + 3.45
Item 1100
---------
Origin: Chicago, IL
Commodity: Caustic Soda Solution, liquid
Cleaning: When cleaned
Miles Flat Charge Rate/Loaded Mile
------------- ----------- ----------------
40:1500L 30 - 100 $ 83 + $ 2.30
40:1501L 101 - 240 -2 + 3.07
40:1501L 241 & Over -128 + 3.45
o Item 1200 22:2009L
---------
Origin: Louisville, KY
Destination: Lebanon, KY (Worthington Industries)
Commodity: Liquid Calcium Chloride in dedicated, single compartment, MC-306
aluminum trailers
Rate: $360/shipment
Cleaning: Actual cost, when cleaned. TCL - AC (AiTE)
Note: Tank cleaning to be reviewed after initial 3-5 cleans to
determine contract bill amount to be published.
o Denotes Change
<PAGE>
Page: II-4(MISC) NEW Date: 3/01/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 1300
---------
Origin: Pittsburgh, PA
Commodity: Liquid Magnesium Hydroxide in MC-307, single compartment,
trailers
Cleaning When cleaned
Charges:
Destination Rate/Shipment
----------- -------------
22:2210 Adrian, PA $ 332
22 2211 Albright, WV 435
22:2212 Maidsville, WV 360
22:2213 Morgantown, WV 360
22:2214 Parkersburg, WV 575
o Denotes Change
<PAGE>
Page: II-1(COFC) Rev 5 Date: 10/16/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
REPRESENTING UNION PACIFIC BULKTAINER SERVICE
AiTEs Default to "Bulk"
Item 100 88:0100L
--------
Origin: Pittsburg, CA
Destination: Midland, MI
Commodity: Waste Tar
Rate: $4,665/shipment
Cleaning: Actual cost when cleaned when removed from Dow service
TCL (AiTe) - AC
Item 200 88:0101L
--------
Origin: Ludington, MI
Destination: Vancouver, WA
Commodity: Magnesium Hydroxide, liquid
Rate: $3,500/shipment
Cleaning: Tank cleaning included in rate TCL - IR (AiTE)
Item 300 88:0103L
--------
Origin: Middletown, OH
Destination: Pittsburg, CA
Commodity: Surfactant, liquid
Rate: $4,386/shipment
Cleaning: Tank cleaning included in rate TCL - IR (AiTE)
Item 400 88:0104L
--------
Origin: Midland, MI
Destination: Pittsburg, CA
Commodity: Organophosphorus pesticide
Rate: $4,053/shipment
Cleaning: Tank cleaning outside of rate TCL (AiTE)
o Item 500 Moved to MISC Section
-------- Effective: 10-16-96
o Denotes Change
<PAGE>
Page: II-2(COFC) Rev l Date: 11/20/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
REPRESENTING UNION PACIFIC BULKTAINER SERVICE
AiTE's Default to "Bulk"
Item 600 88:0102L
--------
Origin: Midland, MI
Destination: Pachuta, MS
Commodity: Organophosphorus
Rate: $3,210/shipment
Cleaning: Tank cleaning included in rate TCL - IR (AiTE)
o Item 700 88:0l05
--------
Origin: Midland, MI
Destination: Fresno, CA
Commodity: Herbicide, liquid
Rate: $4,314/shipment
Cleaning: Tank cleaning included in rate TCL - IR (AiTE)
o Denotes Change
<PAGE>
Page: I-1(B) Date 10/01/96
Dow:
CLEA:
APPENDIX I
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
BAYONNE
Rates as published in the Dow/Chemical Leaman contract are subject to the
following rules and provisions:
1. Dow Chemical agrees to a capital recovery provision effective October 14,
1996 through December 31, 2000. Under this provision, Chemical Leaman Tank
Lines, Inc. shall be entitled to recover a portion of its capital outlay under
the conditions outlined in item 2, below. Chemical Leaman's asset valuation
(capital outlay) is Six Hundred Thousand Dollars ($600,000) for the construction
and purchase of new MC-307 stainless steel trailers to be provided for food
grade and solvents service. The amount of capital recovery to which Chemical
Leaman shall be entitled shall be Six Hundred Thousand Dollars ($600,000) less
Two Percent (2.0%) for each month (or fraction thereof) of the contract term
that has expired from the date Dow Chemical has been notified, in writing, that
Chemical Leaman wishes to invoke this capital recovery provision. Should
Chemical Leaman invoke this capital recovery provision under the specified
conditions in item 2 below, Chemical Leaman shall retain full ownership of all
applicable assets covered in this provision. Should Chemical Leaman decide to
terminate the contract, the capital recovery provision shall not be invoked.
2. Chemical Leaman reserves the right to invoke item 1 provisions except under
the following conditions: service performance as outlined in item 5; competitive
pricing as outlined in item 6; and under certain business conditions whereby Dow
Chemical documents business losses due to customer or product transitions.
3. Should Chemical Leaman be required to place additional new trailers into
service to meet Dow Chemical's shipment requirements, Chemical Leaman shall be
entitled to capital recovery. The asset valuation for the additional new
trailers (capital outlay) shall be the cost for the construction and purchase of
the new trailers. The amount of capital recovery to which Chemical Leaman shall
be entitled shall be the result of multiplying the capital outlay amount by the
result of dividing the unexpired number of months (or fractions thereof)
remaining through December 31, 2000 by the total number of months (or fractions
thereof) for the period between the date of the additional capital outlay and
December 31, 2000.
4. Dow Chemical commits One Hundred Percent (100%) of the Dow controlled and
routed outbound freight, stated to be approximately $2,500,000 annual to be
routed via Chemical Leaman Tank Lines or their broker subsidiary, Capacity
Management Systems. Should Dow Chemical change the legal terms of sale for
transactions originating at Bayonne which results in a decline of business
routed via Chemical Leaman Tank Lines, Chemical Leaman shall reserve the right
to invoke item 1.
<PAGE>
Page: I-2(B) Date 10/01/96
Dow:
CLEA:
APPENDIX I
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
BAYONNE
5. Chemical Leaman will provide error free service levels at a minimum of Ninety
Five Percent (95%) total carrier error free. Should the error free performance
level fall below Ninety Five Percent (95%) for any consecutive 6-month calendar
period, Dow Chemical reserves the right to waive the capital recovery provision
as stated in item 1 of the Bayonne Rules Tariff. Total carrier error free
performance shall be defined as stated in the Uniform Bulk Motor Carrier
Contract, effective April 1, 1995 plus appendices I through III effective May 1,
1995. If Chemical Leaman retains the business at less that 95% error free
performance, and subsequently the error free performance improves to meet or
exceed the 95% level for a consecutive 6-month calendar period, the capital
recovery provision in item 1 shall be reinstated.
6. Dow Chemical reserves the right to receive and review competitive pricing bid
proposals for single source bulk carrier operations at their Bayonne, NJ
terminal operation. Dow Chemical agrees to consider no fewer than Three (3)
non-Chemical Leaman carrier pricing bids simultaneously, which each reduce
existing Chemical Leaman contract pricing by Five Percent (5%) or greater.
7. Chemical Leaman-Tank Lines, Inc. reserves the right of first refusal to
compare existing contract pricing to the Three (3) competitive bids each
generating a reduction of Five Percent (5%) or greater. Dow Chemical agrees to
provide competitive operating parameters in addition to proposed competitive
bids.
8. Chemical Leaman reserves the right to re-negotiate current transportation
price levels should any changes to the operating parameters, as outlined in
Section I, significantly alter costs such as changes in equipment or driver
levels, trailer types, on-site personnel staffing, loading hours, unloading
hours, equipment accessorial requirements, tank cleaning requirements or Dow
terminal site location. Chemical Leaman shall provide written documentation
supporting increased operating costs due to changes in the operating parameters
as outlined above and in Section I.
9. Chemical Leaman reserves the right to increase transportation price levels up
to Five Percent (5%) under conditions outlined in item 8. Should Chemical Leaman
require an increase greater than 5%, Dow Chemical reserves the right to re-bid
the Bayonne, NJ business. Should Dow Chemical receive Three (3) or more
competitive bids at least five percent (5%) below Chemical Leaman proposed
pricing, Chemical Leaman agrees to revoke the take or pay provisions as outlined
in item 1. Should Dow Chemical not receive Three (3) or more competitive bids at
least Five Percent (5%) below Chemical Leaman proposed pricing, Chemical Leaman
shall retain the business at Bayonne, NJ.
<PAGE>
Page: I-3(B) Date 10/01/96
Dow:
CLEA:
APPENDIX I
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
BAYONNE
Section I: Operations Parameters: Dow Chemical @ Bayonne, NJ
A/ Chemical Leaman will provide dedicated trailers for solvent and food grade
products.
B/ Solvent trailers shall have stainless steel pumps mounted on each trailer.
C/ Chemical Leaman will provide on-site management personnel.
D/ Dow will provide the use of 2 offices at the Bayonne terminal for Chemical
Leaman personnel.
E/ Chemical Leaman will assume responsibility for order processing on October
14, 1996.
F/ Chemical Leaman will transition business in twenty five percent (25%)
segments to be completed with one-hundred percent (100%) business control
one hundred fifty (150) days from the October 14, 1996 start.
G/ Loading hours at Dow-Powell/Dufferin will commence 0200 hours Mondays and
continue 24 hours through 1900 hours Friday of each week.
H/ Chemical Leaman will be expected to perform at a ninety-eight percent (98%)
on time delivery level by January 14, 1997.
I/ Chemical Leaman will determine, through coordination with Powell Dufferin,
specific order load times. Return loading during PM hours are based on
first come first served.
J/ All trailers tendered for loading will be subject to vacuum testing.
K/ All food grade trailers tendered for loading will be subject to a white
glove test for contaminants.
L/ Dow Chemical will tender orders directly to Chemical Leaman Tank Lines for
processing and driver dispatch.
M/ Chemical Leaman will arrange for all Food Grade trailers to be Koshered.
Dow Chemical agrees to pay actual cost for the kosher process.
N/ Chemical Leaman will NOT mix food grade and chemical products on the same
trailer.
O/ Chemical Leaman will not allow any brokered carrier to mix food grade and
chemica1 products on the same trailer.
P/ Chemical Leaman will route via the least congested route exiting the
Bayonne, NJ terminal. Toll charges may vary, depending on the route which
will be based on area construction projects and the related impact on
traffic conditions.
Q/ Chemical Leaman agrees to broker with only Dow core and/or approved
carriers.
R/ Chemical Leaman and Dow will conduct quarterly service reviews at the
Bayonne terminal. Dates and times to be arranged as needed.
S/ When multiple stop deliveries are required, a stop in-transit charge of
$45.00 per stop shall be added to the transportation bill. Detention free
time of two (2) hours shall be applied to the ENTIRE routing/delivery
process on multiple stop deliveries, with unloading hours above and beyond
the total two (2) free hours to be billed to Dow Chemical at a rate of
$22.50 per half hour, or fraction thereof.
<PAGE>
Page: II-2(B) Rev 1 Date 02/25/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 100 01:0100L 01:0200L (Food Grade)
- --------
Origin Bayonne, NJ
Destination: Points in U.S.
Commodity: Liquid Commodities in Dedlcated MC-307 Single and
Multi-Compartment Trailers.
Miles Rate/Shipment
----- -------------
0 - 50 $340
51 - 75 $390
76 - 100 $480
101 - 125 $525
126 - 150 $575
151 - 175 $625
176 - 200 $700
201 - 225 $750
226 - 250 $825
251 - 275 $875
276 - 300 $925
301 & Over $3.10/loaded mile
(NEW)
Item 200
- --------
Origin: Bayonne, NJ
Commodity: Liquid Hazardous Materials in Dedicated MC-307 Single
Compartment Trailers.
Destination Rate/Shipment
----------- -------------
01:0101L Kings Point, VA $1,380
01:0102L McKees Rocks, PA 1,531
01:0103L Neville Island, PA 1,361
01:0104L Pittsburgh, PA 1,414
01:0105L Portsmouth, VA 1,398
01:0106L Rochester, PA 1,457
01:0107L Saegertown, PA 1,482
<PAGE>
Page: II-1(B) Date 10/01/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
BAYONNE
<TABLE>
<S> <C> <C>
RULES: Except as otherwise specifically provided,
Appendix I.
ACCESSORIAL CHARGES: All accessorial charges not specifically covered by
Dow Master Contract to be billed per CLEA 100 series.
HIGHWAY TOLL CHARGES: Actual cost. TL1-AC (Aite)
PUMP/COMPRESSOR CHARGES; Included in rate. PML, PMU, CMU-IR (AiTE)
DETENTION FREE TIME: 2 hours for loading; 2 hours for unloading.
LOA, UNL (AiTE)
EXCESS DETENTION CHARGES $22.50 per half hour, or fraction thereof.
TANK CLEANING CHARGES: Glycerine USP, Glycols: $155, when cleaned. |
Solvents; Flush, Steam & Dry: $158, when cleaned. | TCLN
Liquid Commodities; Caustic Water: $181, when cleaned. | SCREEN
Food Grade Products: Actual cost, when cleaned. |
Multi-Compartment Trailers: $22.50/compartment greater than one)
(ACON)
</TABLE>
<PAGE>
Page: II-2(B) Date 10/01/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 100 01:0100L 01:0200L (Food Grade Products)
- --------
Origin: Bayonne, NJ
Destination: Points in U.S.
Commodity: Liquid Commodities in Dedicated MC-307 Single and
Multi-Compartment Trailers.
Miles Rate/Shipment
----- -------------
0 - 50 $340
51 - 75 $390
76 - 100 $480
101 - 125 $525
126 - 150 $575
151 - 175 $625
176 - 200 $700
201 - 225 $750
226 - 250 $825
251 - 275 $875
276 - 300 $925
301 & Over $3.10/1oaded mile
<PAGE>
Page: II-1(L/M) Date 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
Item 100 50:5000L
- --------
Origin: Louisville, KY
Destination: Lockland, OH and Middletown OH
Equipment: Multi-compartment trailer
Rate: $1.30/dead head mile
<PAGE>
Page: II-1(MID) Date 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
Item 100 03:0322L
- --------
Origin: Points in U.S. excluding Michigan
Destination: Midland, MI and Bay City, MI
Commodity: Liquid Commodities in MC-307 trailer
(reloadable 2/1 type only)
Rate: $1.75/loaded mile
Item 200 01:2009L
- --------
Origin: Bay Minette, AL
Destination: Midland, MI
Commodity: Liquid Chemicals in shipper-owned container on carrier
provided chassis
Rate: $3,282/shipment
No allowance for use of shipper-provided chassis.
<PAGE>
Page: II-1(MIS) Date 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
Item 100
- --------
Origin: Points in Texas
Commodity: General Chemicals in stainless steel single compartment
trailers in non-dedicated, reloadable service.
Destination Rate/Mile
----------- ----------
04:4500L CT, DE, GA, IL, IN, KY, MA MD, MI (Except $2.26
Midland), NC, NJ, NY, OH, PA, RI, SC, VA,
WV, ON and PQ
04:0400L Canada except ON and PQ 3.00
04:4505L AL, MS, MO, TN 2.58
04:4510L CA 2.60
04:4525L LA 2.14
04:4515L All other states except TX and as 2.81
otherwise provided herein.
Item 200 04 4590L
- --------
Origin: Points in Texas
Destination: Points in U.S. (except Texas) and Canada
Commodity: Liquid Commodities transported in multi-compartment trailer.
Rate: $2.85/loaded mile
<PAGE>
Page: II-2(MIS) Rev 1 Date 12/13/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
Item 300 01:0005L
--------
o Origin: Between Midland, MI and Bay City, MI and Harbor Beach, MI
Destination: and Points in the U.S. (except Ml, AK, HI) and Canada
Commodity: LIQUID AND DRY CHEMICALS (not specified in Item 200)
transported in single compartment, non-reloadable or
multi-compartment trailers.
Miles Rate/Loaded Mile
----- ----------------
0 - 100 $2.85
101 - 200 2.69
201 - 400 3.05
401 - 800 3.10
801 - 1000 2.93
1001 - Over 3.00
Cleaning: Rate of $19O/load on Intrastate Michigan moves of latex
liquid only.
Item 400 01:0270L
--------
Origin: Channahon, IL
Destination: Points in the U.S. and Ontario
Commodity: Liquid Commodities transported in multi-compartment MC-307
trailer
Rate: $3.05/loaded mile
Item 500 01:0280L
--------
Origin: Channahon, IL
Destination: Points in Manitoba, Alberta Quebec, British Columbia,
Saskatchewan and New Brunswick
Commodity: Liquid Commodities transported in multi-compartment MC-307
trailer
Rate: $3.18/loaded mile
o Denotes Change
<PAGE>
Page: II-3(MIS) Date: 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
Item 600
--------
Origin: Channahon, IL
Commodity: Liquid Commodities transported in MC-307 single compartment
trailers
Rate Per
Destination Loaded Mile
----------- -----------
01:0125L LA $ 1.80
AL, DC, DE, FL, IN, KY, MILES
01:0130L MD, ME, MI, MS, NC, NH, 10 - 150 3.00
SC, VT, VA 151 & Over 2.60
01:0272L OH 2.25
01:0273L OH (Counties of: Meigs, Gallia, Lawrence, Scioto, 2.60
Pike, Jackson and Vinton
01:0183L CT, MA, PA, NJ, NY, RI, WV, Ontario 2.10
01:0184L TN 2.60
01:0185L Tildale, GA (Dalton,GA) 1.75
01:0186L GA (all other points) 2.25
01:0187L TX (Counties of: Brazoria, Chambers, Ft. Bend, 1.75
Galveston, Harris, Jefferson and Montgomery)
01 2090L TX (Dallas and Tarrant counties) 2.25
01:0188L TX (all other points) 2.50
01:0132L Points in US including Illinois in continuation of 2.85
an interstate move
01:0271L Points in Manitoba, Alberta, Quebec, British 3.00
Columbia, Saskatchewan and New Brunswick
<PAGE>
Page: II-1(MUS) Date: 09/01/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
Item 100 03:0326L
--------
Origin: Delaware City, DE
Destination: Muskegon, MI
Commodity: Liquid Commodities in MC-307 trailer
Rate: $2.05/loaded mile
This rate applies only on inbound shipments for Dow.
Cleaning: $125 when cleaned. TCL (AiTE)
<PAGE>
Page: II-1(MX) Date: 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
Item 100 04:4521L
--------
Origin: Points in Texas
Destination: Points in Mexico
Commodity: Liquid Commodities
Rate: $3.00/loaded mile
On shipments to Mexico to be transported via the international
boundary at any point in Texas, an extra charge of $200/round
trip crossing will be applicable in addition to all other
charges.
<PAGE>
Page: II-1(PITT) Date: 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
Item 100
--------
Destination: Pittsburg, CA
Commodity: Liquid Chemicals transported in single compartment MC-307
trailer
Origin: Rate/Mile
------- ---------
22:2200L LA, MS, TX $ 2.05
22:2201L AL, CT, DE, GA, IL, KY, MD, MI, NC, NJ, PA, SC 2.10
22:2202L MA, NY, RI, TN, VA 2.20
22:2203L AR, FL, IN, NH, VT, WI, WV 2.40
22:2204L ME, MO 2.60
22:2205L MN, IA 2.80
22:2206L CO, KS, MT, ND, NE, NM, SD, WY 3.25
22 2207L AZ, ID, OR, UT, WA 3.30
22:2208L NV 3.45
<PAGE>
Page: II-1(SAR) Date: 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
Item 100 01:0900L
--------
Origin: Charleston, SC
Destination: Sarnia, ON
Commodity: Liquid Commodities in MC-307 single compartment, reloadable
trailers
Rate: $1.75/loaded mile
<PAGE>
Page: II-1(TIL) Date: 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
Item 100 01:0290L
--------
Origin: Points in the U.S.
Destination: Tildale, GA
Commodity: Liquid Commodities in single compartment MC-307 trailer
Rate: $1.75/loaded mile
<PAGE>
Page: SAC-1(IB) Date: 06/17/96
Dow:
CLEA:
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
IN BOUND
--------
<TABLE>
<CAPTION>
PROVISION (NO.) CHARGE
- --------------------------------------------------- -------------------------------------------------------------
<S> <C>
Detention (4) Net debits under an averaging agreement for
loading and unloading detention billed at $45/hour
on a quarterly basis. LOA, UNL (ACON)
Cancelled Vehicle (5) $140. XLD (ACON)
Diversion/Reconsignment (6) $35. REC (ACON)
Rejected Shipments (8) 50% Of outbound line haul rates; minimum of $165
and minimum of $1.30/mile. REJ
Spotting for Line Haul Movements (9) $110 Each 24 hour period or fraction thereof. SPL, SPU (ACON)
Tractor only: $1.41/mile; $65 minimum. DHU, DHL (ACON)
Spotting for Storage (9) Determined by local contract terms and charges as
listed in Appendix II.
Sunday and Holidays (10) $195. PRE $.00 $195.00 min. (ACON) TRFI min & max $195.00
Stop-off Intransit (11) $45. STO (ACON)
Weighing Vehicles (12) $20. SCL, SCU (ACON)
Accessorial and Emergency Service (13) Sunday and Holidays: 01:8905L
$45 each hour; 8 hours minimum. UN #608402
All other days: 01:8906L
$45 each hour; 4 hours minimum. UN #608401
Assistance from or Evacuation of $5 For each 15 minute period or fraction thereof will
Power Vehicle by Second Driver: be assessed if second driver is required to assist in
Loading/Unloading (13A) loading/unloading or evacuation from his unit. XML, XMU AON
Tank Cleaning and Heel Disposal (14) A. $125 Standard products. (ACON)
B. $190 (See Attachment A) TCLN Screen
C. $500 (See Attachment A) TCLN Screen
D. Determined by local contract terms and charges
as listed in Appendix II.
</TABLE>
<PAGE>
Page: SAC-2(IB) Date: 06/17/96
Dow:
CLEA:
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
<TABLE>
<CAPTION>
PROVISION (NO.) CHARGE
- -------------------------------------------------------- ----------------------------------------------------
<S> <C>
Special Equipment and Service (15) A. $90 For compartmented trailers. CTC (ACON).00
B. $45 Heating-in-transit (tractor only).
$85 Heating-in transit (tractor and trailer).
C. Heating Service:
Note A Note B
------ ------
$45 $11 Weekdays (excluding holidays).
$55 $13 Saturdays.
$65 $17 Sundays and holidays.
Note A: Applies for the first hour or fraction
thereof.
Note B: Applies for each additional fifteen
minutes or fraction thereof.
Overnight and Weekend Layovers (16) $200 single driver - overnight
$275 sleeper team - overnight
$600 single driver - weekend
$1,760 sleeper team - weekend
</TABLE>
If inbound line haul charges are rated from
another shipper's contract, Dow contract
accessorial charges will apply (17)
<PAGE>
Page: SAC-3(IB) Date: 06/17/96
Dow:
CLEA:
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Attachment A
<TABLE>
<CAPTION>
CATEGORY PRODUCTS
- ----------------------------------------------- ----------------------------------------------------
<S> <C>
A. STANDARD CLEANING ALL PRODUCTS NOT OTHERWISE SPECIFICALLY
$125 PER CLEANING LISTED IN CATEGORIES B, C, OR D.
B. HARD TO CLEAN 2-4-D ACID BUTYL ESTER
$190 PER CLEANING 2-4-D ACID ISOOCTYL ESTER
2-4-D BUTOXYETHYL ESTER
2-4-D DIETHANOLAMINE SALT 5
2-4-D ISOPROPYLAMINE SALTS
2-4-D MCPP INTERMEDIATE 4851A
2-4-D TEA-4
2-4-D TRIISOPROPAL AMINE SALT
2-4-D ISOOCTYL ALCOHOL
2-4-D ISOOCTYL D
DOW DMA-6 SEQUESTERED
DOW DMA-6 UNSEQUESTERED
EPOXY RESINS
ESTERON 99 CONCENTRATE 24-D
HAZARDOUS WASTE, LIQUID
SYNTHETIC LATEX/LIQUID RUBBER
TELONE*
(2-4-D IS AN ABBREVIATION FOR 2-4-DICHLORO
PHENOXY ACETIC ACID)
C. DIFFICULT TO CLEAN DICHLOROTETRAFLUOROPYRIDINE
$500 PER CLEANING (DCTFP)
PHENOL
D. EXCEPTIONS PRODUCTS TO BE DETERMINED BY LOCAL
CONTRACT TERMS AND CHARGES WILL BE
LISTED SEPARATELY IN APPENDIX II.
*TRADEMARK OF THE DOW CHEMICAL COMPANY
</TABLE>
<PAGE>
Page: AIII-1 Rev 3 Date: 4/1/96
Dow:
CLEA:
APPENDIX III
------------
MEASUREMENT PROGRAM FOR QUALITY PERFORMANCE
-------------------------------------------
Carrier and Shipper mutually agree to review Carrier's service performance at
the end of each calendar quarter of the term of this Agreement. For the purpose
of this performance incentive, a service failure is defined as any
carrier-related non-conformance reported via the Dow North America Quarterly
Carrier Performance Summary shown below.
Carrier's service performance shall be calculated as the total number of Carrier
controllable failures in the immediately preceding quarter divided by the total
number of carrier loads in that quarter, multiplied by 100 to convert to a
percentage. This result will then be subtracted from 100 to arrive at the
Carrier's quarterly performance rating.
Incentives and penalties will be calculated as a percentage of the total
linehaul charges for the quarter for which the quarterly performance rating is
calculated. Incentives and penalties will be paid within forty-five (45) days of
the end of said quarter. Incentives and penalties will be calculated using the
scale shown below. Maximum incentive or penalty shall be $25,000 per quarter.
Performance Level Incentive/(Penalty
----------------- ------------------
greater than 98.5% 1%
95-98% 0%
less than 95% (1%)
o To be eligible for the performance award pay-out, carrier safety performance
must be 0.25 incidents/1,000 shipments or less.
o Denotes Change
<PAGE>
Page: AIV-1 Rev 2 Date: 9/30/96
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Dow:
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CLEA:
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APPENDIX IV
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
We hereby agree to pay a fuel surcharge of 2% added to the total line-haul
charge effective September 30. 1996, until further notice.
This supersedes all other fuel surcharge provisions in effect prior to
September 30, 1996.
THE DOW CHEMICAL COMPANY CHEMICAL LEAMAN TANK LINES, INC.
/s/ ___________________________ /s/ ___________________________
Name: Michael W. Humphreys NAME: _________________________
TITLE: Supply Manager TITLE: ________________________
DATE: _________________________ DATE: _________________________
<PAGE>
EXHIBIT 1
TEXAS OPERATIONS
CARRIER SELF-INSPECTION PROCEDURE FOR
ACCEPTANCE AS PARTICIPATING CARRIER
PURPOSE:
The purpose of this document is to describe the criteria necessary for a carrier
to participate in Texas Truck Operations Carrier Self-Inspection program.
PROCEDURE:
1. Any carriers wanting to inspect their own trailers will have to demonstrate
a trailer acceptance rate of at least 99.3% for a period of 12 months.
2. The Terminal Manager has to specify specific people to be certified as Dow
Qualified Inspector.
3. The carrier has to provide Truck Operations a written copy of their
inspection procedure which outlines their inspection process.
4. Truck Operations audits the carrier's terminal facility for the purpose of
standardizing the inspection process. The Terminal Manager documents the
audit.
5. The carrier's candidates for Dow Qualified Inspectors will successfully
inspect ten (10) trucks at the Tank Truck Control Center to the
satisfaction of the Truck Operations specialist.
6. The Terminal Manager agrees to have enough Dow Qualified Inspectors by the
day of implementation.
7. Beginning on the day of implementation, the carrier's trailers will be
randomly inspected at a rate of one (1) per day for two (2) weeks.
8. If a trailer is rejected, the Terminal Manager is responsible for
conducting a Root Cause Analysis Investigation on the rejection and
reporting the results to Dow Truck Operations.
o Denotes Change
<PAGE>
Page: V-1 Rev 1 Date: 11/3/95
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Dow:
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CLEA:
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APPENDIX IV
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Carrier will follow the Texas Operations Carrier Self-Inspection Procedures for
Acceptance (Exhibit 1) on any shipments tendered by Dow's Freeport, Texas
facility.
1. If a contamination occurs, root cause analysis will be done to determine
the cause of the contamination. A contamination will be described as the
introduction of any foreign substance into the material or the material
does not meet Dow production specifications.
2. If the root cause analysis determines the contamination was due to carrier
error or negligence, carrier will be liable for the total cost of the
product as determined by Dow's invoice. If Dow elects to reprocess the
product, carrier will be responsible for all reprocessing costs.
o3. If the contaminated material caused by carrier's negligence or error has
been introduced into the customer's production, carrier will be liable for
customer's down time and cleaning customer's storage tank if the customer
requests restitution.
4. Carrier will also be responsible for any emergency freight if the
contamination was due to carrier error or negligence.
THE DOW CHEMICAL COMPANY CHEMICAL LEAMAN TANK LINES, INC.
/s/______________________ /s/ ___________________________
Name: M. W. Humphreys Name: _________________________
Title: Purchasing Agent Title: ________________________
Date: ___________________ Date: _________________________
o Denotes Change
<PAGE>
Page: AV-1 Date: 03/14/97
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Dow:
--------------------------
CLEA:
--------------------------
APPENDIX V
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
For all shipments rated under this Agreement, no claims for overcharges or
undercharges will be made by either party after one (1) year from date of
shipment.
THE DOW CHEMICAL COMPANY CHEMICAL LEAMAN TANK LINES, INC.
/s/ _________________________ /s/ _____________________________
Name: Michael W. Humphreys NAME: George E. Ciarlone
TITLE: Supply Manager TITLE: Manager - Cost Analysis
DATE: _______________________ DATE: April 18. 1997
<PAGE>
Page: AI-1 Rev 2 Date: 6/17/96
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-----------------------------
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APPENDIX I
BULK
ADDITIONAL CONTRACT PROVISIONS
1. COMMON CARRIER SERVICE NOT EXCLUDED
The normal operations of Carrier as a motor Common Carrier shall not be affected
by this Contract, nor shall Carrier be precluded from performing transportation
services for Dow as a Common Carrier in connection with transportation services
outside the scope of this Contract.
2. COMPUTATION OF MILEAGE
Distances between all points shall be based upon Rand McNally MILEMAKER System
as determined from the Household Goods Carriers' Bureau Milage Guide No. 14 or
reissues thereof.
3. CONDITION OF TANKS TENDERED FOR LOADING
Carrier will supply "clean, dry, and free of contaminating odor" tank equipment
of the type needed for the product involved. Pumps and hoses must be free of
contaminants, and hose ends (when not in use) must be protected from
contamination.
o 4. DETENTION
(a) Except as otherwise more specifically provided for in Appendix II of this
Contract, no free time will be allowed for loading at any Dow or Dow
designated location and no free time will be allowed for unloading at any
consignee's location.
(b) Paragraphs not brought forward
(f) are hereby canceled Effective: 06-17-96
o Denotes Change
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5. CANCELLED VEHICLES
Except as otherwise provided (see Exception), when a tractor-trailer unit is
ordered by Dow and such order is subsequently cancelled or postponed by Dow
after the vehicle has been dispatched from the Carrier's terminal, the charges
in the S.A.C. will apply. In addition, the terms of Provision No. 4 will apply,
except that no time without charge shall be allowed.
Exception: When the vehicle ordered is subsequently cancelled for the shipment
of the commodity for which it was specifically ordered, but such
vehicle is used in the shipment of the same commodity to a different
destination, or is used in a shipment of a different commodity to
the same destination or a different destination, the terms of this
Provision will not apply if the vehicle, as presented, is acceptable
for loading without cleaning, and if the vehicle is of an acceptable
capacity to Dow. Furthermore, if cancellation is communicated to
Carrier more than four hours prior to scheduled departure, this
Provision does not apply.
6. DIVERSION OR RECONSIGNMENT
Shipments moving on rates named in this Contract may be diverted or reconsigned
in transit or at billed destination, subject to the following conditions:
o Denotes Change
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(a) The term "Diversion or Reconsignment" means a change in the name of
consignee and/or destination of the entire shipment, or any other
instructions given to the Carrier requiring an addition to, or change in,
billing necessary to effect delivery or involving an additional movement of
equipment.
(b) On shipments diverted or reconsigned to a place of unloading within the
corporate limits of the municipality to which the shipment was originally
consigned, the applicable rate from point of origin to destination will
apply, in addition to the charge provided in the S.A.C.
(c) On a shipment diverted or reconsigned to a place of unloading not within
the corporate limits of the municipality to which the shipment was
originally consigned, the applicable rates (see Exception) shall be
determined from mileage tables herein based on the mileage from point of
origin to final destination over the route of actual movement as per Dows'
instruction computed in accordance with Provision No. 2, and will apply in
addition to the charges provided in the S.A.C.
Exception: When point of diversion or reconsignment is on the most direct
highway route and is intermediate to the final destination, the
rate to the final destination will apply.
(d) On such movements, freight charges will be computed on the actual loaded
movement miles.
(e) The charge, (see S.A.C.) for each diversion or reconsignment, is in
addition to all other applicable charges. This charge will be billed to
company requesting diversion or reconsignment.
(f) Time consumed in waiting for orders under this provision will be considered
part of unloading time, and detention charges will be assessed as provided
in Provision No. 4 above, if time without charge has elapsed.
(g) A request for diversion or reconsignment must be made or confirmed in
writing by the shipper. (Preferably with an amended bill of lading or
shipping notice being presented to the Carrier.)
o Denotes Change
<PAGE>
Page: AI-4 Rev 1 Date: 9/1/95
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7. HOSE
When hose is required or requested to effect either pickup or delivery, or both,
of a single shipment, then either a two, three, or four inch inside diameter
hose length(s) will be provided. All hoses will be provided without charge.
8. REJECTED SHIPMENTS
If, for any reason not ascribable to the Carrier or its personnel, a shipment is
rejected by the consignee at destination, notification to Dow shall be given in
writing, telephone, or telegraph, requesting disposition.
The charges to be applied on such rejected, returned shipments shall be in
accordance with the S.A.C. as applied to the outbound shipment rates as
published from the original point of origin to the original point of destination
on the date of the returned shipment and shall be based on the actual weight of
the product returned. Time consumed waiting for orders under this provision will
be considered as part of unloading time, and detention charges will be assessed
in accordance with Provision No. 4.
9. SPOTTING NON-POOLED SEMI-TRAILERS FOR LINE HAUL MOVEMENTS OR STORAGE
(a) Except as otherwise provided, when, for Dow's convenience, Carrier is
requested or required to place and leave a single semi-tank trailer on the
premises of Dow, or any other practical site they may designate for the
purpose of loading or unloading for a line haul movement a charge in
accordance with the S.A.C. for each 24 hour period or fraction thereof will
apply.
(b) An allowance of one (1) hour without charge for spotting and one (1) hour
without charge for pickup will be allowed (see Provision No. 4).
(c) When, in connection with such spotting, it becomes necessary to move
tractor(s) without semi-trailers, the charges in the S.A.C. will apply
covering the movement of such tractor(s) for the miles travelled from and
the miles travelled to return to the carriers terminal from which the
tractor(s) was(were) dispatched.
(d) When spotting is for the purpose of storage, the conditions and charges
will be negotiated on a local basis and shown in Appendix II for that site
location.
o Denotes Change
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Page: AI-5 Rev 1 Date:
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(e) Carrier agrees that Dow may move Carrier's trailers within Dow's premises;
however, Dow will be responsible for any damage incurred to trailers during
such movement.
(f) Dow will be liable for tank cleaning charge as provided in the S.A.C., if
applicable, when trailer is released from spotting.
10. SUNDAY AND HOLIDAY SHIPMENTS
If Carrier is required by Dow to load, pick-up, unload, or actually deliver on a
Sunday or Holiday, the charge in the SAC will apply on a per unit basis.
The intent is to compensate Carrier for "call-out" of local drivers to perform
this work. The charge does not apply if the shipment is enroute over a Sunday or
Holiday, but is loaded or unloaded (picked up or delivered) on any other day.
The term "holiday" is hereby defined to include the following days or the day on
which they are celebrated:
New Year's Day Independence Day Thanksgiving Day
Good Friday Labor Day Christmas Day
Memorial Day
Carrier reserves the right to perform service on Sundays and Holidays (not
requested, but consented to, by shipper upon Carrier's request) for operating
reasons, in which case extra charges herein do not apply.
11. STOP-OFF IN TRANSIT TO COMPLETE LOADING AND/OR FOR PARTIAL DELIVERY
(a) Except as otherwise provided, shipments may be stopped in transit to
complete loading and/or partial delivery.
(b) A shipment loaded at two or more places within the corporate limits of a
single point of origin and/or delivered to two or more places within the
corporate limits of a single destination, shall be considered as being
stopped in transit to complete loading and/or partial delivery under the
conditions of this provision.
(c) A shipment stopped in transit for partial delivery may be delivered to two
or more consignees within the corporate limits of a single destination or
may be delivered to two or more consignees at two or more destinations.
o Denotes Change
<PAGE>
Page: AI-6 Rev 1 Date: 9/1/95
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(d) To determine the mileage on shipments loaded at two or more places within
the corporate limits of a single point of origin and/or delivered to two or
more places within the corporate limits of a single destination, except as
otherwise provided, see paragraph (f) of this provision.
(e) To determine the mileage on shipments loaded at two or more places which
are not all within the corporate limits of a single point and/or delivered
to two or more places which are not all within the corporate limits of a
single destination, except as otherwise provided, see paragraph (f) of this
Provision.
(f) To determine the applicable mileages for shipments made in paragraphs (d)
and (e) of this provision, the Rand McNally MILEMAKER will apply and shall
start at the point of loading and include the miles travelled by the
vehicle via all stop-in-transit points to final destination or to the point
at which the vehicle discharges the last portion of its cargo. Mileages so
computed shall be used to determine the applicable rate for the entire
shipment and shall apply on the number of gallons or pounds of commodity
loaded at origin, subject to the minimums provided herein.
(g) In addition to all other lawful charges, an additional stop-off charge, as
stated in the S.A.C., will apply. Such charge shall not be assessed at the
origin or final destination.
(h) Aggregate total loading or unloading times will be charged for in
accordance with Provision No. 4.
12. WEIGHING VEHICLES
Unless otherwise provided, freight charges shall, at Dow's option, be based on
one of the following methods of weight determination:
(a) The description of the commodity and the weight of the shipment shall be
shown by Dow on the shipping order or bill of lading.
(b) Dow shall show on shipping order or bill of lading the specific gravity at
temperature loaded.
(c) Dow shall show on shipping order or bill of lading the weight per gallon at
temperature loaded.
o Denotes Change
<PAGE>
Page: AI-7 Rev 1 Date: 9/1/95
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(d) The party which requests independent weighing of a shipment should pay
weighing charge and all ensuing charges related to time and distance.
In the absence of election of one of the foregoing methods, where a vehicle is
weighed on public scale at the request of Dow or consignee, a charge (see the
S.A.C.) shall be assessed for each weighing in addition to all other lawful
charges.
Time consumed in weighing vehicle, before or after loading, or both, at the
point of shipment, shall be considered as part of time for loading and subject
to charges set forth in Provision No. 4.
Time consumed in weighing vehicle, before or after unloading, or both, at the
point of destination, shall be considered as time for unloading and subject to
charges and other provisions as set forth in Provision No. 4.
Carrier shall provide Dow and/or consignee with a calibration chart for the
trailer utilized.
13. ACCESSORIAL AND EMERGENCY SERVICES
Accessorial and emergency service will be provided, if practicable, and such
service charges shall be in accordance with the S.A.C.
On Sundays and Holidays, time shall begin when Carrier's equipment leaves
Carrier's terminal and continue until equipment is returned to the Carrier's
terminal from which dispatched. Weekdays time will be computed Dow gate to gate.
Any delay directly attributable to the Carrier will be subtracted from the total
time. Time of equipment departure and arrival at the terminal will be indicated
on the bill of lading or freight bill for each shipment.
13A. ASSISTANCE FROM OR EVACUATION OF POWER VEHICLE BY SECOND DRIVER -
LOADING/UNLOADING
When a two-person sleeper team is required to handle a shipment and Dow or the
consignee requires the second person to assist in loading and/or unloading or to
evacuate the power vehicle a charge (see the S.A.C.) will apply. Time to be
computed from the time the Carrier's equipment arrives at the loading or
unloading gate until the time the Carrier's equipment departs from the loading
or unloading gate.
o Denotes Change
<PAGE>
Page: AI-8 Rev 1 Date: 9/1/95
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Charges set forth in the S.A.C. will be in addition to all other applicable
charges and shall be paid by the party requesting this service.
14. TANK CLEANING AND HEEL DISPOSAL
When Carrier is requested to furnish a trailer for the transportation of
products, which, because of its inherent nature requires cleaning and waste
disposal before the trailer can be returned to service, the charges set forth in
the S.A.C. will apply on the initial loading. These charges are in addition to
all other lawful charges assessed against the shipment.
Charges shall not be made on subsequent loading of the same trailer so long as
said trailer remains continuously in the exclusive use of the same consignor,
unless such consignor requests that the trailer be cleaned after delivery of any
of these loadings, in which case the applicable additional charges shall be
applied on the next loading of these products following such requested cleaning.
When two or more products are shipped at one time in a compartmented trailer,
the applicable cleaning charge will be the highest applicable charge on any
product in the trailer.
15. SPECIAL EQUIPMENT AND SERVICE
When special equipment as listed below is required or requested by the consignor
or consignee prior to movement of the shipment, such equipment, if available,
will be furnished by Carrier subject to charges in the S.A.C. Air Blowers, Air
Compressors, Air Dryers, Nozzles, and Pumps will be provided, as requested,
without charge.
(a) Compartmented Trailers.
(b) Heating-in-transit Service: Except as otherwise provided, Carrier will,
upon request of consignor or consignee, furnish, if available, a trailer
and/or tractor equipped with a controlled heating-in-transit system subject
to the charges in the S.A.C.
(c) Heating Service: When, upon request, of consignor or consignee, a shipment
is stopped in transit for the purpose of heating the lading by steam or any
other means, the charges in the S.A.C. will apply.
o Denotes Change
<PAGE>
Page: AI-9 Rev 1 Date: 9/1/95
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Carrier will apply heat for the length of time prescribed by the consignor or
consignee. Heating time will be deemed to start at the time heat is applied to
the lading and shall end when the heat is removed.
It shall be the responsibility of the consignor or consignee to make
arrangements for the use of steam and other heating facilities at its own
expense, although Carrier will, if requested, attempt to locate such facilities
and make arrangements for their use provided, however, that the consignor or
consignee shall agree to be responsible for any expense incurred for the use of
such facilities.
Time consumed by heating at consignor's site of pick up and/or consignee's site
of delivery shall be considered as loading and/or unloading time and shall be
charged for as provided in Provision No. 4.
All charges set forth in this provision shall be in addition to all other lawful
charges assessed against the shipment.
16. OVERNIGHT AND WEEKEND LAYOVER
OVERNIGHT
(a) When Carrier's vehicle arrives at point of loading, unloading, stop-off
and/or final destination between 8:00 a.m. and 5:00 p.m. on a day between
Monday and Friday, inclusive or on Saturday or Sunday if so requested by
Dow or consignee, and Dow or consignee cannot complete loading and/or
unloading on the date of arrival, the time the vehicle is detained between
8:00 a.m. and 5:00 p.m., or the time the driver is released if later than
5:00 p.m., will be charged for according to the terms of Provision No. 4.
If the vehicle (tractor and/or trailer) is detained until 8:00 a.m. the
following morning at such point, or in the vicinity thereof, and the driver
is not required to remain on duty, the terms of Provision No. 4 will not
apply from 5:00 p.m. until 8:00 a.m. the following morning and in lieu
thereof, the charges in the S.A.C. for Single Driver or Sleeper Team for
each overnight layover will apply.
If the vehicle (tractor and/or trailer) is further detained, charges
outlined above or in paragraph (b) below, as applicable, will be the same
as if the vehicle had just arrived, except that no time without charge as
provided for in the terms of Provision No. 4 will apply.
o Denotes Change
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WEEKEND LAYOVERS
(b) When Carrier's vehicle arrives at point of loading, unloading, stop-off
and/or final destination between 8:00 a.m. and 5:00 p.m. on a Friday, and
Dow or consignee cannot complete loading and/or unloading on the day of
arrival, the time the vehicle is detained between 8:00 a.m. and 5:00 p.m.,
or the time the driver is released if later than 5:00 p.m., will be charged
according to the terms of Provision No. 4. If the vehicle (tractor and/or
trailer) is detained over the weekend until 8:00 a.m. Monday at such point,
or in the vicinity thereof, and the driver is not required to remain on
duty, the terms of Provision No. 4 will not apply from 5:00 p.m. on Friday,
or the time the driver was released if later than 5:00 p.m. until 8:00 a.m.
Monday morning and, in lieu thereof, the charges in the S.A.C. for Single
Driver or Sleeper Team for such weekend layover will apply.
If the vehicle (tractor and/or trailer) is further detained, charges
outlined in paragraph (a) will apply the same as if the vehicle had just
arrived, except that time without charge as provided for in Provision No. 4
will apply.
When Carrier's vehicle arrives at point of loading, unloading, stop-off and/or
final destination at a time other than between 8:00 a.m. and 5:00 p.m. and, when
due to compliance with Dow and/or consignee instructions, a layover is required
to complete loading and/or unloading, charges for detention time after 5:00 p.m.
as provided in paragraph (a) and (b) above, whichever applies will be
applicable.
17. SERVICE PERFORMANCE
Carrier understands and agrees to have its performance measured by Dow using the
"Measurement of Quality Performance" methodology, a copy of which is made a part
of this Contract as Appendix III.
18. CLEANING AND WASTE DISPOSAL
Carrier warrants that he will perform all duties of a "generator" as identified
by the EPA in 40 CRF 260.10 and that any cleaning facilities used will meet all
Resource Conservation and Recovery Act requirements.
o Denotes Change
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19. DRUMMING FROM TANK TRAILERS
Carrier will not off-load hazardous materials (as defined by DOT) from trailers
into drums. If consignee should request Carrier to do this, Carrier shall refuse
and notify Dow of same. Products designated as combustible are exempt from this
policy.
20. CURRENCY
Freight rates and/or charges applicable under the terms or Provisions of this
Contract shall be stated and payable in U.S. funds only.
21. ALTERNATION OF RATES
In Appendix II, where there is a conflict between tabular rates (mileage based)
and point-to-point commodity rates, the rate that produces the lowest line haul
transportation charge will apply.
When shipments to, from, and between the United States and Canada are tendered
and when there is a Dow Canada and a Dow U.S.A. contract, then the lowest
contract freight rate in either contract will apply on either a prepaid or
collect basis and the payment will be in U.S. funds only.
22. ARBITRATION
If any disputes or differences in interpretation arise other than provided under
Provisions 1 through 21 above, such disputes will be resolved by negotiations
between the two parties or by a mutually agreed upon arbitrator.
o Denotes Change
<PAGE>
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THE DOW CHEMICAL COMPANY
UNIFORM BULK MOTOR CARRIER CONTRACT
STANDARD ACCESSORIAL CHART
<TABLE>
<CAPTION>
PROVISION (NO.) CHARGE
-------------- ------
<S> <C>
o Detention (4) $8.00 per 1/4 hour increment or fraction
thereof (billed in monthly statements)
Cancelled Vehicle (5) $140
Diversion/Reconsignment (6) $35
Rejected Shipments (8) 50% Of outbound line haul rates; minimum of
$165 and minimum of $1.30/mile
Spotting for Line Haul Movements (9) $110 Each 24 hour period or fraction thereof
Tractor only: $1.41/mile; $65 minimum
Spotting for Storage (9) Determined by local contract terms and
charges as listed in Appendix II
Sunday and Holidays (10) $195
Stop-off Intransit (11) $45
Weighing Vehicles (12) $20
Accessorial and Emergency Service (13) Sunday and Holidays: 01:8905
$45 each hour; 8 hours minimum
All other days: 01:8906
$45 each hour; 4 hours minimum
Assistance from or Evacuation of $5 For each 15 minute period or fraction thereof
Power Vehicle by Second Driver: will be assessed if second driver is required
Loading/Unloading (13A) to assist in loading/unloading or evacuate
from his unit
Tank Cleaning and Heel Disposal (14) A. $125 Standard products
B. $190 (See Attachment A)
C. $500 (See Attachment A)
D. Determined by local contract terms and
charges as listed in Appendix II
</TABLE>
o Denotes Change
<PAGE>
Page: SAC-2 REV 4 Date: 03/14/97
Dow:
CLEA:
THE DOW CHEMICAL COMPANY
UNIFORM BULK MOTOR CARRIER CONTRACT
STANDARD ACCESSORIAL CHART
<TABLE>
<CAPTION>
PROVISION (NO.) CHARGE
--------------- ------
<S> <C>
Special Equipment and Service (15) A. $90 For compartmented trailers
B. $45 Heating-in-transit (tractor only)
$85 Heating-in-transit (tractor and trailer)
C. Heating Service:
Note A Note B
----- -----
$45 $11 Weekdays (excluding holidays)
$55 $13 Saturdays
$65 $17 Sundays and holidays
Note A: Applies for first hour or fraction thereof.
Note B: Applies for each additional fifteen
minutes or fraction thereof.
Overnight and Weekend Layovers (16) $200 single driver - overnight
$275 sleeper team - overnight
$600 single driver - weekend
$1,760 sleeper team- weekend
If inbound line haul charges are rated from
another shipper's contract, Dow contract
accessorial charges will apply (17)
o Schedule of Minimum Charges These minimum charges apply to all linehaul
(minimum charge is based on rates contained in this Agreement.
the Rand McNally Milemaker
miles from origin to destination One-Way Billed Minimum
for each shipment). Miles/Shipment Charge/Shipment
-------------- ---------------
0 - 10 $210
11 - 25 250
26 - 50 290
51 - 75 300
76 - 100 375
101 - 125 433
126 - 150 480
151 - 175 515
176 - 200 575
201 - 225 585
o Denotes Change
</TABLE>
<PAGE>
Page: SAC-3 NEW Date: 10/10/91
Dow:
CLEA:
THE DOW CHEMICAL COMPANY
UNIFORM BULK MOTOR CARRIER CONTRACT
STANDARD ACCESSORIAL CHART
Attachment A
CATEGORY PRODUCTS
-------- ---------
A. STANDARD CLEANING ALL PRODUCTS NOT OTHERWISE
$125 PER CLEANING SPECIFICALLY LISTED IN CATEGORIES
B, C, OR D.
B. HARD TO CLEAN 2-4-D ACID BUTYL ESTER
$190 PER CLEANING 2-4-D ACID ISOOCTYL ESTER
2-4-D BUTOXYETHYL ESTER
2-4-D DIETHANOLAMIN SALT 5
2-4-D ISOPROPYLAMINE SALTS
2-4-D MCPP INTERMEDIATE 4851A
2-4-D TEA-4
2-4-D TRIISOPROPAL AMINE SALT
2-4-D ISOOCTLY ALCOHOL
2-4-D ISOOCTYLD
DOW DMA-6 SEQUESTERED
DOW DMA-6 UNSEQUESTERED
EPOXY RESINS
ESTERON 99 CONCENTRATE 2-4-D
HAZARDOUS WASTE, LIQUID
SYNTHETIC LATEX/LIQUID RUBBER TELONE*
(2-4-D IS AN ABBREVIATION FOR 2-4
DICHLORO PHENOXY ACETIC ACID)
C. DIFFICULT TO CLEAN DICHLOROTETRAFLUOROPYRIDINE
$500 PER CLEANING (DCTFP)
PHENOL
D. EXCEPTIONS PRODUCTS TO BE DETERMINED BY
LOCAL CONTRACT TERMS AND
CHARGES WILL BE LISTED
SEPARATELY IN APPENDIX II.
* TRADEMARK OF THE DOW CHEMICAL COMPANY
o Denotes Change
<PAGE>
Page: II-1(AP) Rev 1 Date: 6/1/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
ALLYN'S POINT
ACCESSORIAL CHARGES:
Except as otherwise provided, the rates and charges contained herein are subject
to the CLEA 100 Tariff Series.
EQUIPMENT ON LONG-TERM STORAGE: $100/day
o Item 100
Origin: Allyn's Point, CT
Commodity: Liquid Commodities transported in single compartment MC-307
trailer
<TABLE>
<CAPTION>
Flat Rate/
Destination Charge Loaded Mile
----------- ------ -----------
<S> <C> <C> <C>
01:0104 ME; Corinth, NY; Fulton, NY 01:0111 -$64 + $2.65
01:0103 CT, NH, NJ (Zips 070-079, 085, 086, 088, 089; Nassau -64 + 3.44
and Suffolk counties), NY (points not otherwise listed that are
less than 140 highway miles from origin), RI, VT
01:0102 Tildale, GA (Dalton, GA) -64 + 2.22
01:0163 Tyrone, PA -64 + 2.98
01:0101 Points in US (except provided for above) -64 + 2.27
01:0100 Points in Canada -64 + 3.49
</TABLE>
Sunday charge not applicable
NOTE: Tank cleaning charge of $180 when cleaned for shipments
destined for points in Maine.
o Denotes Change
<PAGE>
Page: II-2(AP) Rev 3 Date: 11/05/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 200 01:0110
--------
Origin: Allyn's Point, CT
Destination: Points in U.S.
Commodity: Plastic Pellets
o Toll Charge: Tolls outside of rates
Miles Flat Charge Rate/Mile
----- ----------- ---------
0 - 300 -$128 + $3.20
301 - 500 -128 + 3.00
501 & Over -128 + 2.85
Item 300
-------- 01:0162
Origin: Allyn's Point, CT
Destination: Points in Canada
Commodity: Plastic Pellets
Rate: -$128 flat charge +$3.10/loaded mile
o Toll Charge: Tolls included in rate
Item 400 01:0277
--------
Origin: Petrolia, PA
Destination: Allyn's Point, CT
Commodity: Liquid Commodities in single compartment MC-307 trailer
Rate: -$128 flat charge +$1.75/loaded mile
Item 500 33:0290
--------
Origin: Allyn's Point, CT
Destination: Messena, NY
Commodity: Plastic Pellets in single compartment trailers
Rate: $1,029/shipment
o Denotes Change
<PAGE>
Page II-3(AP) Rev 2 Date: 12/06/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 600 01:0105
--------
Origin: Allyn's Point, CT
Destination: Bridgeport, NJ and Deepwater, NJ
Commodity: Hazardous Waste, Liquid in dedicated single compartment
trailers
Rate: $800/shipment
Tank Cleaning $200, when cleaned
Charge:
NOTE: Rate applies to shipments handled in round trip
transportation only.
Item 700 01:0107
-------
Origin: Allyn's Point, CT
Destination: Allyn's Point, CT
Commodity: In-plant storage trailers
Rate: $650 per month per trailer
o Denotes Change
<PAGE>
Page II-1(B) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
BALTIMORE
o Item 100 01:0112
--------
Origin: Baltimore, MD (Bids Terminal)
Commodity: Dry Bulk
Miles Flat Charge Rate/Mile
----- ----------- ---------
0 - 100 $ 79 + $3.18
101 - 200 $ 95 + 3.01
201 - 400 $126 + 3.13
401 & Over $ 34 + 3.36
o Item 200
--------
Origin: Baltimore, MD
Commodity: Dry Plastic Pellets
Destination Rate/Shipment
----------- -------------
02:0109 Cockeysville, MD $197
01:0182 Winchester, VA 322
<PAGE>
Page: II-1(C) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
CHANNAHON
<TABLE>
<CAPTION>
o Item 100
--------
Origin: Channahon, IL
Commodity: Liquid Commodities transported in single
compartment MC-307 trailer
Flat Rate/
Destination Charge Loaded Mile
----------- ------ -----------
<S> <C> <C> <C> <C>
01:0125 LA -$128 + $1.80
AL, DC, DE, FL, IN, KY, MILES
MD, ME, MI, MS, NC, NH, 10 - 150 -128 + 3.00
01:0130 SC, VT, VA 151 & Over -128 + 2.60
01:0272 OH -128 + 2.25
01:0273 OH (Counties of: Meigs, Gallia, Lawrence, Scioto, -128 + 2.60
Pike, Jackson and Vinton)
01:0183 CT, MA, PA, NJ, NY, RI, WV, Ontario -128 + 2.10
01:0184 TN -128 + 2.60
01:0185 Tildale, GA (Dalton, GA) -128 + 1.75
01:0186 GA (all other points) -128 + 2.25
01:0187 TX (Counties of: Brazoria, Chambers, -128 + 1.75
Ft. Bend, Galveston, Harris, Jefferson, and
Montgomery)
01:2090 TX (Dallas and Tarrant counties) -128 + 2.25
01:0188 TX (all other points) -128 + 2.50
01:0132 Points in US including Illinois in continuation of -128 + 2.85
an interstate move
01:0271 Points in Manitoba, Alberta, Quebec, British -128 + 3.00
Columbia, Saskatchewan and New Brunswick
o Denotes Change
</TABLE>
<PAGE>
Page: II-1A(C) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 150
--------
Origin: Channahon, IL
Commodity: Liquid Commodities transported in single compartment
MC-307 trailers.
<TABLE>
<CAPTION>
Flat Rate/ Flat Rate/
Destination Charge Loaded Mile Destination Charge Loaded Mile
----------- ------ ----------- ----------- ------ -----------
<S> <C> <C> <C> <C> <C>
Detroit, MI -$128 + $2.25 Huron, OH -$128 + $2.15
Fremont, MI -128 + 2.25 Middletown, OH -128 + 1.75
Grand Haven, MI -128 + 2.25 Perrysburg, OH -128 + 2.25
Grand Rapids, MI -128 + 2.25 Solon, OH -128 + 2.15
Holland, MI -128 + 2.25 Strongsville, OH -128 + 2.15
Kalamazoo, MI -128 + 1.75 Tallmadge, OH -128 + 2.15
Midland, MI -128 + 1.75 Toledo, OH -128 + 2.25
Plymouth, MI -128 + 2.25 Twinsburg, OH -128 + 2.15
Pontiac -128 + 2.25 Urbana, OH -128 + 2.15
Saranac, MI -128 + 2.25 Van Wert, OH -128 + 2.25
Utica, MI -128 + 2.25 Xenia, OH -128 + 1.95
Wyoming, MI -128 + 2.25
Warren, MI -128 + 2.25 Canadian
Wyandotte, MI -128 + 2.25 Ajax, ON -128 + 1.75
Akron, OH -128 + 2.15 Bramalea, ON -128 + 1.75
Ashtabula, OH -128 + 2.15 Brampton, ON -128 + 1.75
Bedford, OH -128 + 2.15 Concord, ON -128 + 1.75
Berea, OH -128 + 2.15 Downsview, ON -128 + 1.75
Cincinnati, OH -128 + 1.95 Leaside, ON -128 + 1.75
Cleveland, OH -128 + 2.15 Maple, ON -128 + 1.75
Columbus, OH -128 + 2.15 Mississauga, ON -128 + 1.75
Coshocton, OH -128 + 2.15 Mitchell, ON -128 + 2.10
Cuyahoga, OH -128 + 2.15 Oakville, ON -128 + 1.75
Dayton, OH -128 + 1.75 Rexdale, ON -128 + 1.75
Dover, OH -128 + 2.15 Sarnia, ON -128 + 1.75
Evendale, OH -128 + 1.75 Weston, ON -128 + 1.75
Hamilton, OH -128 + 1.75
</TABLE>
o Denotes Change
<PAGE>
Page: II-2(C) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 200
--------
Origin: Channahon, IL
Commodity: Liquid Commodities transported in single compartment
MC-307 trailers.
Flat Rate/
Destination Charge Loaded Mile
----------- ------ -----------
01:0241 Akron, OH -$128 + $3.05
01:0242 Ashtabula, OH -128 + 3.05
01:0243 Bedford, OH -128 + 3.05
01:0244 Berea, OH -128 + 3.05
01:0245 Cincinnati, OH -128 + 3.05
01:0246 Circleville, OH -128 + 3.05
01:0247 Cleveland, OH -128 + 3.05
01:0248 Columbus, OH -128 + 3.05
01:0249 Coshocton, OH -128 + 3.05
01:0250 Cuyahoga, OH -128 + 3.05
01:0251 Dayton, OH -128 + 3.05(1)
01:0252 -128 + 2.50(2)
01:0253 Dover, OH -128 + 3.05
01:0254 Evendale, OH -128 + 3.05(1)
01:0255 -128 + 2.50(2)
01:0256 Hamilton, OH -128 + 3.05(1)
01:0257 -128 + 2.50(2)
01:0258 Huron, OH -128 + 3.05
01:0259 Middletown, OH -128 + 3.05(1)
01:0260 -128 + 2.50(2)
01:0261 Perrysburg, OH -128 + 3.05
01:0262 Solon, OH -128 + 3.05
01:0263 Strongsville, OH -128 + 3.05
01:0264 Tallmadge, OH -128 + 3.05
01:0265 Toledo, OH -128 + 3.05
01:0266 Twinsburg, OH -128 + 3.05
01:0267 Urbana, OH -128 + 3.05
01:0268 Van Wert, OH -128 + 3.05
01:0269 Xania, OH -128 + 3.05
(1) Rate applies if no reload from Pilot/Middletown, OH
o Denotes Change
<PAGE>
(2) Rate applies if trailer reloaded within 24 hour period from
Pilot/Middletown, OH
o Denotes Change
<PAGE>
Page: II-3(C) Rev 5 Date: 09/01/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 300 01:1001
--------
Origin: Channahon, IL
Destination: Mississauga, ON with a stop-off for partial unloading at
Fort Erie, ON
Commodity: Liquid Commodities
Rate: $2,314/shipment
Item 400 01:0270
--------
Origin: Channahon, IL
Destination: Points in the US and Ontario
Commodity: Liquid Commodities transported in multi-compartment
MC-307 trailer
Rate: -$128 flat charge + $3.05/loaded mile
Item 500 01:0280
--------
Origin: Channahon, IL
Destination: Points in Manitoba, Alberta, Quebec, British Columbia,
Saskatchewan and New Brunswick
Commodity: Liquid Commodities transported in multi-compartment
MC-307 trailer
Rate: -$128 flat charge + $3.18/loaded mile
Item 600 01:0600
--------
Origin: Channahon, IL
o Destination: Marlborough, MA
Midland, MI
Commodity: Liquid Commodities in ISO containers
Rate: $1.50/running mile; $800/month container lease charge;
$10.50/day chassis lease charge
Cleaning When cleaned
Charges:
Item 700 01:0700
--------
Origin: Channelview, TX
Destination: Channahon, IL or Joliet, IL
Commodity: Liquid Commodities in MC-307 single compartment, rear
discharge, reloadable trailers.
Rate: -$128 flat charge + $1.75/loaded mile
o Denotes Change
<PAGE>
o Denotes Change
<PAGE>
Page: II-1(COFC) Rev 5 Date: 10/16/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
REPRESENTING UNION PACIFIC BULKTAINER SERVICE
Item 100 88:0100
--------
Origin: Pittsburg, CA
Destination: Midland, MI
Commodity: Waste Tar
Rate: $4,665/shipment
Cleaning: Actual cost when cleaned when removed from Dow service
Item 200 88:0101
--------
Origin: Ludington, MI
Destination: Vancouver, WA
Commodity: Magnesium Hydroxide, liquid
Rate: $3,500/shipment
Cleaning: Tank cleaning included in rate
Item 300 88:0103
--------
Origin: Middletown, OH
Destination: Pittsburg, CA
Commodity: Surfactant, liquid
Rate: $4,386/shipment
Cleaning: Tank cleaning included in rate
Item 400 88:0104
--------
Origin: Midland, MI
Destination: Pittsburg, CA
Commodity: Organophosphorus pesticide
Rate: $4,053/shipment
Cleaning: Tank cleaning outside of rate
Item 500 Moved to MISC Section
-------- Effective: 10-16-96
o Denotes Change
<PAGE>
Page: II-1(COFC) Rev 1 Date: 10/16/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
REPRESENTING UNION PACIFIC BULKTAINER SERVICE
Item 600 88:0102
-------
Origin: Midland, MI
Destination: Pachuta, MS
Commodity: Organophosphorus
Rate: $3,210/shipment
Cleaning: Tank cleaning included in rate
o Item 700 88:0105
-------
Origin: Midland, MI
Destination: Fresno, CA
Commodity: Herbicide, liquid
Rate: $4,314/shipment
Cleaning: Tank cleaning included in rate
o Denotes Change
<PAGE>
Page: II-1(F) Rev 2 Date: 12/13/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
FREEPORT
Accessorial Charges: All accessorial charges not specifically
covered by Dow Master Contract to be billed
per CLEA 100 series.
Item 100 04:4005 04:4006
-------
Intraplant Work: When upon request of the shipper, carrier
provides a unit for intraplant work, a
charge of $45.00/hour, or fraction thereof,
shall apply, subject to a 4 hour minimum
Monday thru Saturday and 8 hour minimum on
Sunday and holidays.
o Spotting and/or $55.00 flat charge. If service takes more
Pickup Service on than one (1) hour, bill extra time at
Tanks & Containers intraplant rate of $45.00/hour, or fraction
Spotted for Storage: thereof, subject to 8 hour minimum on
Saturdays.
Rental Charges: $70/day for plant storage trailers and ISO
containers on 20' and 40' chassis. 04:4444
Dry Disconnects: When dry disconnects are required for
delivery, an additional charge of $200 will
apply to all shipments transported in non-
dedicated equipment.
Idle Day Charges: $50/day except Saturday, Sunday & Holidays
on TDI Trailers 6-245, 6-246, 6-967,
7-263. 05:8954
$50/day except Saturday, Sunday & Holidays
on magnesium chloride trailer 8-065. 05:8955
<PAGE>
Page: II-2(F) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 200
--------
Origin: Points in Texas
Commodity: General Chemicals in stainless steel single compartment
trailers in non-dedicated, reloadable service.
<TABLE>
<CAPTION>
Destination Flat Charge Rate/Mile
----------- ----------- ---------
<S> <C> <C> <C>
04:4500 CT, DE, GA, IL, IN, KY, MA, MD, $ 37 + $2.26
MI (Except Midland), NC, NJ, NY, OH,
PA, RI, SC, VA, WI, WV, ON and PQ
04:0400 Canada except ON and PQ 56 + 3.00
04:4505 AL, MS, MO, TN -128 + 2.58
04:4510 CA -128 + 2.60
04:4525 LA -128 + 2.14
04:4515 All other states except TX and as -128 + 2.81
otherwise provided herein
Item 300 04:4520 - TDI 04:4521 - Other
-------
Origin: Points in Texas
Destination: Points in the U.S. and Canada
Commodity: Non-reloadable shipments made on a dedicated basis;
includes TDI and dry products, magnesium chloride, and
bulk containers.
Rate: $3.00/loaded mile + $56
Cleaning: $835 on TDI shipments
</TABLE>
<PAGE>
Page: II-2A(F) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 350
--------
Origin: Freeport, TX
Commodity: Latex liquid
Fixed
Destination Rate/Shipment Rate/Mile
----------- ------------- ---------
04:4901 Courtland, AL -$128 + $2.81
04:4902 Mobile, AL -128 + 2.22
04:4903 Naheola, AL -128 + 2.81
04:4904 Pennington, AL -128 + 2.58
04:4905 Crossett, AR -128 + 2.60
04:4906 Ft. Smith, AR -128 + 3.18*
04:4907 San Marcos, CA -128 + 2.60
04:4908 Tucker, GA -128 + 2.45
04:4909 St. Francisville, LA -128 + 2.14
04:4910 Midland, MI -128 + 1.75
04:4911 Canton, OH -128 + 2.39
04:4912 N. Philadelphia, OH -128 + 2.39
04:4913 Portland, OR -128 + 2.81
04:4914 Aiken, SC -128 + 2.42
04:4915 Evadale, TX 759 --
04:4916 Houston, TX 401 --
04:4917 Pasadena, TX 440 --
Canadian
--------
04:4918 Varennes, PQ -128 + 1.75
*Requires center unload trailer
<PAGE>
Page: II-3(F) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 400 04:4521
--------
Origin: Points in Texas
Destination: Points in Mexico
Commodity: Liquid Commodities
Rate: $3.00/loaded mile + $56
On shipments to Mexico to be transported via the
international boundary at any point in Texas, an extra
charge of $200/round trip crossing will be applicable in
addition to all other charges.
o Item 500 04:4590
--------
Origin: Points in Texas
Destination: Points in U.S. (except Texas) and Canada
Commodity: Liquid Commodities transported in multi-compartment trailer.
Rate: -$128 flat charge + $2.85/loaded mile
o Item 600 04:4527
--------
Between: Freeport, TX
and
Ports of Barbours Cut, Galveston and Houston, TX
Commodity: Freight All Kinds
Rate: $174/tank container
<PAGE>
Page: II-4(F) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 700 04:4593
--------
Origin: Freeport, TX
Destination: Mahrt, AL
Commodity: Latex in single compartment trailer
Rate: $1,783/shipment
o Item 800 04:4592
--------
Origin: Pasadena, TX
Destination: Anderson, IN
Commodity: Chemicals, NOI
Rate: -$128 flat charge + $2.20/loaded mile
Item 900
--------
o Item 1000 04:4000
---------
Origin: Freeport, TX
Destination: Rochester, NY
Commodity: Liquid Commodities in single compartment, MC-307 trailer.
Rate: $3,514/shipment
<PAGE>
Page: II-5(F) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 1100
---------
Origin: Freeport, TX
Commodity: Liquid Chelating compounds in single compartment trailer
Tank $125 when cleaned
Cleaning:
Stop-off $185 per stop for all stops after the first.
Charge:
Destination Flat Charge Rate/Mile
----------- ----------- ---------
04:4063 Tildale, GA (Dalton, GA) -$128 + $1.75
04:4602 Chattanooga, TN -128 + 1.98
04:4604 Chattanooga, TN to Tildale, GA $215/shipment
(Dalton, GA) (continuation)
o Item 1200 04:4591
---------
Origin: Brownsville, TX
Destination: Bayport, TX; Houston, TX (Zip 770); and Seabrook, TX (Zip 775)
In continuation of movement originating in Lerma Poluca, MX
Commodity: Polyglycol, Polyethylene Glycol
Rate: $624/shipment
Cleaning: $300 - special preparation in Mexico
o Item 1300 04:4004
---------
Origin: Chicago, IL (Zip 606); Wellford, SC (Zip 293)
Destination: Freeport, TX
Commodity: Liquid Commodities in single compartment MC-307 trailer
Rate: -$128 flat charge + $1.75/loaded mile
o Item 1400 04:4003
---------
Origin: New Albany, IN
Destination: Freeport, TX
Commodity: Liquid Commodities in single compartment MC-307 trailer
Rate: -$128 flat charge + $1.80/loaded mile
<PAGE>
Page: II-6(F) Rev 2 Date: 12/01/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
<TABLE>
<S> <C>
o Item 1500 04:1500
---------
Origin: Points in U.S. excluding Texas
Destination: Freeport, TX
Commodity: Liquid Commodities in MC-307 trailer (reloadable 2/1 type only)
Rate: -$128 flat charge + $1.75/loaded mile
o Item 1600 04:4037
---------
Origin: Freeport, TX
Destination: Channelview, TX
Commodity: Liquid Commodities in MC-307 trailers
Rate: $360/shipment
o Item 1700 Reserved for future use
---------
o Item 1800 Reserved for future use
---------
</TABLE>
<PAGE>
Page: II-7(F) NEW Date: 12/01/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 1900
---------
Origin: Freeport, TX
Commodity: Liquid Commodities in MC-307 trailers
Destination Rate/Shipment
----------- -------------
04:4010 Austin, TX $ 650
04:4011 Bayport, TX 360
04:0412 Baytown, TX 370
04:0413 Brenham, TX 455
04:0414 Carrollton, TX 912
04:0415 Dallas, TX 875
04:0416 Dayton, TX 405
04:0417 Deer Park, TX 350
04:0418 El Paso, TX 2,073
04:0419 Evadale, TX 650
04:0420 Fort Worth, TX 912
04:0421 Freeport, TX 350
04:0422 Fresno, TX 350
04:0423 Garland, TX 912
04:0424 Grand Prairie, TX 912
04:0425 Houston, TX 350
04:0426 La Porte, TX 360
04:0427 Lewisville, TX 912
04:0428 Mesquite, TX 912
04:0429 Odessa, TX 1,425
04:0430 Pasadena, TX 350
04:0431 Port Arthur, TX 525
04:0432 San Antonio, TX 703
04:0433 Spring, TX 370
04:0434 Sugarland, TX 350
04:0435 Terrell, TX 855
04:0436 Victoria, TX 767
<PAGE>
Page: II-1(L/M) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
LOCKLAND/MIDDLETOWN
-------------------
<TABLE>
o Item 100
- ----------
<S> <C>
Origin: Lockland, OH and Middletown, OH
Commodity: Liquid Commodities transported in single compartment MC-307
trailer
Tank Cleaning: $125 when cleaned on DOWFAX* solution
</TABLE>
<TABLE>
<CAPTION>
Flat Rate / Flat Rate/
Destination Charge Loaded Mile Destination Charge Loaded Mile
----------- ------ ----------- ----------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Pittsburg, CA -$128 + $2.25 Monaca, PA -$128 + $2.15
Allyn's Point, CT -128 + 1.75 Greenville, SC 765
Cheswold, DE -128 + 3.55(1) Freeport, TX -128 + 1.75
Calhoun, GA -128 + 2.12 Milwaukee, WI -128 + 2.21
Cartersville, GA -128 + 1.91 New Berlin, WI 1,121
Dalton, GA -128 + 3.85(1)
Doraville, GA -128 + 1.95
Kensington, GA -128 + 3.85(1) Canadian Rates
Norcross, GA -128 + 1.95 Sarnia, ON -128 + 1.75
Rabun Gap, GA 722 Valleyfield, PQ -128 + 1.75
Tildale, GA -128 + 2.12 Varennes, PQ -128 + 1.75
Bettendorf, IA 1,235
Council Bluffs, IA 2,153
Des Moines, IA 1,748
Berwyn, IL -128 + 1.88
Niles, IL 539
Kansas City, KS -128 + 3.10
Louisville, KY 312
Baltimore, MD 1,085
Wyoming, MI 523
Lakeville, MN -128 + 2.63
Berkeley, MO 659 (1)Requires tite-fill trailer
Charlotte, NC -128 + 2.10
Buffalo, NY 1,029 *Trademark of The Dow Chemical Company
Cincinnati, OH 272
Middletown, OH 222
Bedford, PA 882
Coraopolis, PA 492
o Denotes Change
</TABLE>
<PAGE>
Page: II-2(L/M) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
<TABLE>
<S> <C>
o Item 200 01:2100
--------
Origin: Lockland, OH and Middletown, OH
Destination: Points in US (except AK, HI & OH) and points in Item 100
Commodity: Liquid Commodities transported in MC-307 trailer and multi-
compartment trailers.
Rate: -$128 flat charge + $2.85/loaded mile
o Item 300 33:0337
--------
Origin: Middletown, OH
Destination: Texas counties of Brazoria and Harris
Commodity: Liquid Commodities transported in single compartment MC-307
trailer
Rate: -$128 flat charge + $1.75/loaded mile
o Item 400
--------
Origin: Middletown, OH
Commodity: Liquid DOWFAX* solution in single compartment trailer
Tank $125 when cleaned
Cleaning:
</TABLE>
<TABLE>
<CAPTION>
Destination Flat Charge Rate/Mile
----------- ----------- ---------
<S> <C> <C> <C> <C>
03:0313 Tildale, GA (Dalton, GA) -$128 + $2.12
03:0312 Chattanooga, TN -128 + 2.21
03:0314 Chattanooga, TN to Tildale, GA $215/shipment
03:0315 (continuation) or 185(1)
</TABLE>
(1) Rate applies when two (2) or more loads are transported
on the same day, by the same driver, same equipment
without delay between loads.
o Denotes Change
<PAGE>
*Trademark of The Dow Chemical Company
o Denotes Change
<PAGE>
Page: II-3(L/M) NEW Date: 8/7/95
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 500 50:5000
--------
Origin: Louisville, KY
Destination: Lockland, OH and Middletown, OH
Equipment: Multi-compartment trailer
Rate: $1.30/dead head mile
o Denotes Change
<PAGE>
Page: II-1(LB) Date: 5/1/95
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
LONG BEACH AND/OR TERMINAL ISLAND
---------------------------------
<TABLE>
<S> <C>
RULES: Except as otherwise specifically provided, Appendix I.
-----
ACCESSORIAL CHARGES: All accessorial charges not specifically covered by Dow
------------------- Master Contract to be billed per CLEA 100 series.
DEDICATED TRAILER CHARGE: $1,600/month/trailer on general service units for Papi,
------------------------- Isocyanates, Polyol and TELONE*. 40:4002
TANK CLEANING: Actual cost on the following products: Papi,
-------------- Isocyanates, Polyols, TELONE, hazardous and non-
hazardous waste.
RATE MAKING MILES: Latest Rand McNally MileMaker for interstate traffic,
------------------ DTBCA and Leonard's Metropolitan Zone on intrastate
traffic.
Item 50 01:5064
-------
Intraplant Service: When upon request of the shipper, carrier provides a unit
for intraplant work at Dow facility in Long Beach, CA
and Torrance, CA, a charge of $55/hour, or fraction
thereof, shall apply subject to a 4 hour minimum at Long
Beach, CA. Time shall begin when carrier's equipment
leaves its terminal and continue until equipment is
returned to terminal from which dispatched.
Tank Cleaning: $200
*Trademark of The Dow Chemical Company
</TABLE>
<PAGE>
Page: II-1A(LB) Rev 2 Date: 8/15/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 100
--------
Entire item canceled.
<PAGE>
Page: II-2(LB) Rev 2 Date: 8/15/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 200
--------
Entire item canceled.
<PAGE>
Page: II-2A(LB) Rev 2 Date: 8/15/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 300
--------
Entire item canceled.
<PAGE>
Page: II-3(LB) Rev 2 Date: 8/15/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 400
--------
Entire item canceled.
o Item 500
--------
Entire item canceled.
o Item 550
--------
Entire item canceled.
<PAGE>
Page: II-4(LB) Rev 2 Date: 8/15/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 600 05:5005 05:5006
--------
Origin: Long Beach, CA; Terminal Island, CA
Destination: Points in Mexico
Commodity: Liquid Commodities
Rate: -$45 flat charge + $3.88/loaded mile
o Item 700
--------
Entire item canceled.
o Item 800
--------
Entire item canceled.
<PAGE>
Page: II-1(L) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
LUDINGTON
---------
TOLL CHARGES APPLICABLE FROM/TO LUDINGTON, MI
- ---------------------------------------------
Rates herein do not include charges for the use of Toll Road, Bridges, Ferries
or Tunnels shown below. When, at the request of the shipper, Toll Road
Facilities are used, the charges will be paid by the carrier and shown on the
freight bill as advanced charges and supported by a receipt substantiating such
charges have been paid. Such charges are to be in addition to the rate and all
other lawful charges:
$10/round trip crossing at toll bridges, ferries, or tunnels.
Item 100
--------
Origin: Ludington, MI
Commodity: Liquid Magnesium hydroxide
<TABLE>
<CAPTION>
Flat Rate/
Destination Charge Loaded Mile
----------- ------ -----------
<S> <C> <C> <C>
01:1010 AL, GA, KY, NC, NY, OH, PA, SC, TN -$128 + $2.46
01:1011 AZ, CA, CO, ID, MT, NM, NV, OR, UT, WA, WY -128 + 3.41
01:1012 AR, MS, TX (points not named below) -128 + 2.29
01:1013 CT, DE, MA, MD, NJ, RI, VA, WV -128 + 2.17
01:1014 FL, IL, IN, ME, NH, VT -128 + 2.93
01:1015 IA, KS, MN, MO, ND, NE, OK, SD, WI -128 + 3.02
01:1016 LA and points in TX (counties of Brazoria, Camp, -128 + 1.79
Chambers, Dallas, Fort Bend, Galveston, Harris,
Jefferson, Montgomery, Orange and Tarrant)
01:1017 Ontario -128 + 2.53
01:1018 Quebec -128 + 3.09
01:1019 New Brunswick and Nova Scotia -128 + 3.69
</TABLE>
<PAGE>
Page: II-1(MI) NEW Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
MICHIGAN
--------
Item 100 01:2000
--------
Origin: Midland, MI
Commodity: Hydrochloric Muriatic
Rate/CWT
Destination 45M# MIN.
----------- ---------
Dearborn, MI 78
River Rouge, MI 78
Item 200 01:4000
--------
Origin: Midland, MI
Commodity: Dimethyl-Hydrolyzate Polydimethyl-Siloxane
Destination: Adrian, MI
Rate/CWT: 79
45M# MIN.
<PAGE>
Page: II-2(MI) NEW Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 300
--------
Origin: Midland, MI
Commodity: Liquid Commodities
Destination Rate/CWT
----------- --------
01:6000 Battle Creek, MI 90 40M# MIN.
89 45M# MIN.
87 50M# MIN.
01:6001 Escanaba, MI 198 40M# MIN.
193 50M# MIN.
184 60M# MIN.
01:6002 Gross, MI 198 40M# MIN.
193 50M# MIN.
184 60M# MIN.
01:6003 Kalamazoo, MI 109 40M# MIN.
106 50M# MIN.
01:6004 Munising, MI 208 50M# MIN.
147 75M# MIN.
01:6005 Muskegon, MI 92 45M# MIN.
90 50M# MIN.
85 60M# MIN.
80 70M# MIN.
01:6006 Plainwell, MI 109 40M# MIN.
108 45M# MIN.
106 50M# MIN.
01:6007 Port Huron, MI 92 45M# MIN.
90 50M# MIN.
85 60M# MIN.
80 70M# MIN.
01:9000 Alpena, MI $550 Rate per shipment
<PAGE>
Page: II-3(MI) NEW Date: 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 400 02:0001
- --------
Territorial Application: Between various Michigan points
Commodity: Commodities in bulk
<TABLE>
<CAPTION>
RATES RATES RATES
----- ----- -----
MILES (40) (45) MILES (40) (45) MILES (40) (45)
- ----- ---- ---- ----- ---- ---- ----- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
5 13 14 170 139 135 335 281 270
10 18 18 175 143 138 340 285 274
15 23 23 180 146 143 345 289 279
20 29 28 185 150 146 350 293 282
25 34 34 190 153 149 355 298 286
30 39 39 195 157 153 360 301 290
35 40 10 200 161 156 365 305 293
40 45 44 205 172 167 370 308 297
45 48 47 210 181 176 375 312 301
50 52 52 215 189 183 380 315 305
55 55 54 220 193 186 385 320 308
60 59 58 225 196 191 390 324 312
65 62 61 230 200 194 395 327 315
70 66 65 235 204 198 400 331 319
75 69 68 240 208 201 405 333 320
80 74 72 245 212 205 410 335 322
85 78 76 250 215 208 415 338 327
90 81 81 255 219 212 420 343 331
95 84 83 260 223 216 425 347 334
100 88 87 265 226 219 430 351 338
105 92 91 270 231 223 435 355 342
110 96 94 275 235 227 440 359 345
115 100 99 280 238 230 445 363 350
120 104 102 285 242 235 450 368 354
125 107 105 290 246 238 455 371 357
130 110 108 295 249 241 460 375 361
135 114 111 300 254 245 465 379 365
140 118 114 305 258 248 470 383 369
145 121 118 310 261 252 475 386 373
150 124 122 315 265 256 480 391 377
155 128 125 320 269 260 485 395 380
160 132 129 325 272 263 490 399 384
165 135 132 330 277 267 495 403 388
</TABLE>
<PAGE>
Page: II-1(M) Date: 5/1/95
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
MIDLAND
DETENTION EXCEPTION:
Detention at Dow's plant site in Midland, MI shall be waived between 8:00 AM and
5:00 PM Monday thru Friday (except holidays) when loading and/or unloading is
provided by the Midland domiciled city drivers. Time before 8:00 AM and after
5:00 PM will be subject to the Dow Standard Accessorial Chart except no free
time shall be allowed. This exception does not apply when loading or unloading
is performed by system drivers or Midland road drivers on a live load basis.
TANK CLEANING (Midland only): $75 for SILTHERM*
TOLL CHARGES APPLICABLE FROM/TO MIDLAND, MI AND BAY CITY. MI
Rates herein do not include charges for the use of Toll Road, Bridges, Ferries
or Tunnels shown below. When, at the request of the shipper, Toll Road
Facilities are used, the charges will be paid by the carrier and shown on the
freight bill as advanced charges and supported by a receipt substantiating such
charges have been paid. Such charges are to be in addition to the rate and all
other lawful charges:
$10/round trip crossing at toll bridges, ferries, or tunnels.
Item 100 01:2050
- --------
Between: Midland, Mi or Bay City, MI
and
Points in Louisiana and Texas
Commodity: Liquid Chemicals in carrier provided (non-dedicated) single
compartment stainless steel, insulated MC-307 trailer handled in
continuous movements.
Rate: $1.75/running mile, terminal-to-terminal
*Trademark of The Dow Chemical Company
o Denotes Change
<PAGE>
Page: II-2(M) Rev 5 Date: 12/13/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 200
- --------
Origin: Midland, MI
Commodity: Liquid Commodities transported in non-dedicated, single compartment
MC-307 reloadable trailer.
<TABLE>
<CAPTION>
Rate/Loaded Mile
---------------------------------------------
Destination Flat Chg Column 1 Flat Chg Column 2
----------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
03:0327 LA, IX -$128 + $1.75 -$128 + $2.01 03:0334
03:0328 AL, AR, CT, DE, FL, GA, IL, KY, MD, -128 + 2.15 -128 + 2.47 03:0335
MA, MS, NC, NJ, NY, OH, PA, RI, SC,
TN, VA, WV
03:0329 CA -128 + 2.22 -128 + 2.55 03:0336
03:0330 MO, NH, WI -128 + 2.32 -128 + 2.67 03:0337
03:0331 AZ, IA, KS, ME, NB, NM, OK, ON, PQ -128 + 2.52 -128 + 2.90 03:0338
03:0332 IN -128 + 2.76 -128 + 3.17 03:0339
03:0333 AK, AB, BC, MB, MN, MT, NE, SK, WA -128 + 3.02 -128 + 3.47 03:0340
</TABLE>
Load Count Guarantee:
---------------------
Mon-Sat: 28 loads/day, +/-20%
Sat-Sun: 6 loads/day, +/-20%
Penalty: 15% surcharge for all orders in excess of maximum or
-------- less than minimum load count guarantee.
Note: 1. Column 1 represents rates used when load count target numbers have
been met; Column 2 represents penalty rates for falling short or
exceeding targeted load counts.
2. Rates apply for Aqueous Acrylamide Solution for the account of
Flocryl: c/o Commercial Traffic, P.O. Box 30832, Cleveland, OH 44130
Item 300 01:0005
--------
o Origin: Between Midland, MI and Bay City, MI and Harbor Beach, MI and
Destination: Points in the U.S. (except MI, AK, HI) and Canada
Commodity: LIQUID AND DRY CHEMICALS (not specified in Item 200) transported
in single compartment, non-reloadable or multi-compartment
trailers.
Miles Flat Charge Rate/Loaded Mile
----------- ----------- ----------------
0 - 100 $184 + $2.85
101 - 200 202 + 2.69
201 - 400 138 + 3.05
401 - 800 137 + 3.10
801 - 1000 284 + 2.93
1001 - Over 204 + 3.00
Cleaning: Rate of $190/load on Intrastate Michigan moves of latex
liquid only.
o Denotes Change
<PAGE>
Page: II-3(M) Rev 3 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 400
--------
Origin: Midland, MI and Bay City, MI
Commodity: Monochloroacetic and alpha monochloropropionic butylene
oxide, chloroacetyl chloride, DURSBAN*, glacial acrylic
acid, monochloroacetic acid and telone transported in
dedicated trailer.
Destination Rate/Shipment
----------- -------------
01:1408 Theodore, AL $2,998
01:0016 Lake Charles, LA 3,959
01:1406 Taft, LA 3,130
01:0011 Greenville, NC 3,272
01:0010 Dayton, NJ 2,649
03:0306 Waterloo, NY 1,307
03:0311 Beaumont, TX 3,920
01:0012 Hopewell, VA 2,579
01:0018 Sarnia, ON 614
01:0020 Tillsonburg, ON 939
o Item 500 01:3808
--------
Origin: Midland, MI
Destination: Pittsburg, CA
Commodity: LORSBAN* in dedicated container
Rate: $4,613/shipment
o Item 600 03:0341
--------
Origin: Midland, MI and Bay City, MI
Destination: Colorado, Utah, Nevada and Idaho
Commodity: Liquid Commodities in single compartment MC-307 trailer.
Rate: -$128 flat charge + $3.02/loaded mile
*Trademark of The Dow Chemical Company
o Denotes Change
<PAGE>
Page: II-4(M) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 700 01:8951
--------
Origin: Midland, MI
Destination: Midland, MI
Commodity: Chassis idle day charges
Rate: $16/day (7 days/week)
Applies on Chassis #TOLZ 62048 and #NLSZ 021057-9
o Item 800 01:3300
--------
Between: Dow Chemical at Midland, MI to the Port of New York/New
Jersey piers with an empty container and return to Midland,
MI with a loaded container.
Commodity: Methylacrylontrile in shipper-owned container
Rate: $2,700/round trip
Chassis $15/day includes maintenance and tires to Dow specification
Charge:
o Item 900 01:2012
--------
Origin: Bay City, MI
Destination: Sarnia, ON
Commodity: Calcium Chloride when transported in MC-306 or MC-312
rubber-lined trailer
Rate: -$92 flat charge + $3.55/loaded mile
o Item 1000 03:0322
---------
Origin: Points in U.S. excluding Michigan
Destination: Midland, MI and Bay City, MI
Commodity: Liquid Commodities in MC-307 trailer (reloadable 2/1
type only)
Rate: -$128 flat charge + $1.75/loaded mile
o Denotes Change
<PAGE>
Page: II-5(M) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 1100 01:2009
---------
Origin: Bay Minette, AL
Destination: Midland, MI
Commodity: Liquid Chemicals in shipper-owned container on carrier
provided chassis
Rate: $3,154/shipment
No allowance for use of shipper-provided chassis.
o Item 1150 01:1150
---------
Origin: Midland, MI**
Destination: Midland, MI
Commodity: Diethylbenzene
Rate: $4,084/shipment
**NOTE: This rate is based on loading diethylbenzene in
Midland, MI proceeding to Bay Minette, AL for addition of
1300 lbs. of inhibitor, then proceed to Geismar, LA for
addition of 1500 lbs of another inhibitor, then returning to
Midland with approximately 42M lbs of total product.
o Item 1200 01:3059
---------
Origin: Claymont, DE
Destination: Midland, MI
Commodity: Ethylene when transported in cryogenic trailer
Rate: $3,105; cleaning does not apply
o Item 1300 01:2010
---------
Origin: Vicksburg, MS
Destination: Midland, MI
Commodity: Liquid Chemicals in shipper-owned container on carrier
provided chassis
Rate: $3,267/shipment
o Item 1400 01:0025
---------
Origin: Clearlake, TX; Deer Park, TX; Freeport, TX and Taft, LA
Destination: Midland, MI
Commodity: Glacial Acrylic Acid in a specially designed trailer
Rate: $2,962/shipment; Cleaning does not apply
This rate applies only with a MI down-bound shipment to
TX or LA.
o Denotes Change
<PAGE>
Page: II-6(M) Rev 2 Date: 9/1/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 1500 03:0309
---------
Origin: Sarnia, ON
Destination: Midland, MI
Commodity: Liquid Chemicals NOI in non-dedicated single compartment
trailer.
Rate: $32 flat charge + $2.50/mile
Item 1600 03:0326
---------
Origin: Delaware City, DE
Destination: Muskegon, MI
Commodity: Liquid Commodities in MC-307 trailer
Rate: -$128 flat charge + $2.05/loaded mile
This rate applies only on inbound shipments for Dow.
Tank $125 when cleaned
Cleaning:
o Item 1700
---------
Entire item canceled.
Item 1800 03:0307
---------
Origin: Midland, MI
Destination: Pittsburg, KS
Commodity: Chloroacetyl Chloride in shipper-owned ISO container
Rate: $2,575/shipment
Tank cleaning not applicable.
o Denotes Change
<PAGE>
Page: II-7(M) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 1900 03:0305
---------
Origin: Midland, MI
Destination: Detroit, MI
Commodity: Commodities in shipper provided ISO container
Rate: $413
Rate includes 2-1/2 hours for loading
When a chassis is delayed beyond the free time, a charge of
$15/chassis will be made for each 24 hours period or
fraction thereof and will apply in addition to all other
applicable charges.
Tank cleaning not applicable.
Item 2000 02:0106
---------
Origin: Detroit, MI
Destination: Midland, MI
Commodity: Empty ISO containers
Rate: $90/container
Rate applies on repositioning an empty ISO container in
conjunction with the movement of a loaded ISO in Item 1900.
o Item 2100 03:0303
---------
Origin: Midland, MI
Destination: Points in US and Canada
Commodity: Liquid Commodities transported in shipper provided ISO
container and chassis.
Rate: $1.41/running mile, terminal-to-terminal; $15/day/chassis
Rate applies on shipper-owned container.
o Denotes Change
<PAGE>
Page: II-8(M) Rev 5 Date: 02/17/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 2300 01:0302
---------
Origin: Winder, GA
Destination: Midland, MI
Commodity: Sodium Lauryl Sulphate in single compartment MC-307 trailers
Rate: -$128 flat charge + $1.75/loaded mile
Item 2400 03:0345
---------
Origin: Midland, MI
Destination: Marlborough, MA
Commodity: Liquid Commodities in dedicated single compartment MC-307
trailers
Rate: -$128 flat charge + $3.00/loaded mile
NOTE: Traffic to be routed through Sarnia, ON
Hand Additional $75
Cleaning
Charge:
Item 2500 01:2400
---------
Origin: Castle Hang, NC
Destination: Midland, MI
Commodity: Sodium bichromate
Rate: -$128 flat charge + $1.75/loaded mile
Cleaning: $450
o Item 2600 01:2401
---------
Origin: Midland, MI
Destination: Muskegon, MI
Commodity: Phosphorous Oxychloride in Shipper Provided ISO
Container/Chassis
Rate: $610/shipment
o Denotes Change
<PAGE>
Page: II-1(MISC) Rev 1 Date: 06/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
MISCELLANEOUS
Item 100 33:0338
--------
Origin: Chattanooga, TN
Destination: Champaign, IL
Commodity: Liquid Commodities in single compartment MC-307 trailers
Rate: $1.90/loaded mile
Item 200 01:1100
--------
Origin: Delaware Water Gap, PA
Destination: Houston, TX
Commodity: Ammonium Phosphate; potassium phosphate
Rate: $1.42/loaded mile
Item 300 11:1185
--------
Origin: Wilmington, NC
Destination: Columbus, OH
Commodity: Liquid Commodities in single compartment MC-307 trailer
Rate: $1,017/shipment
Item 400 03:0342
--------
Origin: Haverhill, OH
Destination: Rotterdam Junction, NY
Commodity: Liquid Phenol in single compartment trailers
Rate: $2.12/loaded mile
Item 500 01:0301
--------
Origin: Shadeland, IN or Lafayette, IN
Destination: Port Allen, LA or Baton Rouge, LA
Commodity: Fermentation Fluids in ISO containers
Rate: $1.48/loaded mile per round-trip shipment
Note: Rate to include mileage from and return to depot
storage yard in Chicago, IL
Spotting: $75 per 24 hour period included in rate
o Denotes Change
<PAGE>
Page: II-2(MISC) Rev 9 Date: 04/24/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 600
--------
Origin: Solvay, NY
Commodity: Plastic Pellets
Destination Rate/Shipment
----------- -------------
60:2200 Erie, PA $738
60:2201 Paterson, NJ 733
Item 700
--------
Origin: Philadelphia, PA
Commodity: Magnesium Hydroxide Liquid
Cleaning When cleaned
Charges:
Destination Rate/Shipment
----------- -------------
70:0106 Chester, VA $500
70:0100 Clifton, NJ 372
70:0109 Hackettstown, NJ 322
70:0104 Lancaster, PA 292
70:0107 Monroe, NC 2.30/loaded mile
70:0102 Newark, NJ 322
70:0103 Nutley, NJ 372
70:0108 Raleigh, NC 2.38/loaded mile
70:0101 Ridgefield Park, NJ 372
70:0105 Scranton, PA 442
70:0110 Waterbury, CT 3.61/Loaded mile
Item 800
--------
Origin: Richmond, VA
Commodity: Magnesium Hydroxide liquid
Destination Flat Charge Rate/Shipment
----------- ----------- -------------
80:0100 Chester, VA $372
80:0103 Richmond, VA 372
80:0101 Monroe, NC -128 + $2.75
80:0102 Netcong, NJ -128 + 2.30
80:0104 Newark, NJ -128 + 2.30
o Denotes Change
<PAGE>
Page: II-3(MISC) Rev 6 Date: 03/17/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 900 01:0900
--------
Origin: Charleston, SC
Destination: Sarnia, ON
Commodity: Liquid Commodities in MC-307 single compartment, reloadable
trailers
Rate: -$128 flat charge + $1.75/loaded mile
Item 1000
---------
Origin: Granite City, IL
Destination: Points in the U.S.
Commodity: Calcium Chloride Liquid
Miles Flat Charge Rate/Loaded Mile
----- ----------- ----------------
10:0100 30 - 100 $ 83 + $2.30
10:0101 101 - 240 -2 + 3.07
241 - Over -128 + 3.45
Item 1100
---------
Origin: Chicago, IL
Commodity: Caustic Soda Solution, liquid
Cleaning: When cleaned
Miles Flat Charge Rate/Loaded Mile
----- ----------- ----------------
40:1500 30 - 100 $ 83 + $2.30
40:1501 101 - 240 -2 + 3.07
241 & Over -128 + 3.45
Item 1200 22:2209
---------
Origin: Louisville, KY
Destination: Lebanon, KY (Worthington Industries)
Commodity: Liquid Calcium Chloride in dedicated, single compartment,
MC-306 aluminum trailers
o Rate: $314/shipment
Cleaning: Actual cost, when cleaned.
Note: Tank cleaning to be reviewed after initial 3-5 cleans
to determine contract bill amount to be published.
o Denotes Change
<PAGE>
Page: II-4(MISC) Rev 1 Date: 03/19/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 1300
---------
Origin: Pittsburgh, PA
Commodity: Liquid Magnesium Hydroxide in MC-307, single compartment,
trailers
Cleaning When cleaned
Charges:
Destination Rate/Shipment
----------- -------------
22:2210 Adrian, PA $332
22:2211 Albright, WV 435
22:2212 Maidsville, WV 360
22:2213 Morgantown, WV 360
22:2214 Parkersburg, WV 575
o Item 1400 22:2215
---------
Origin: Crosby, TX and Houston, TX
Destination: Brownsville, TX and Laredo, TX (for furtherance to points
in Mexico)
Commodity: Liquid Commodities in MC-307 single compartment trailers
Rate: $3.30/loaded mile
Accessorial $200/round-trip border crossing fee
Charges: $50/per day trailer rental fee: days 1-7
$130/per day trailer rental fee: days: 8 or more
Note: Trailer rental fee application: $130/day fee applies
for 8 or more days if trailer held at consignee. If
trailer delayed by Mexican carrier, trailer rental fee
does NOT apply. Responsibility of CLTL to secure from
Mexican carrier.
o Denotes Change
<PAGE>
Page: II-1(NH) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 100
--------
Origin: North Haven, CT
Destination: Points in U.S. including Connecticut
Commodity: Plastic Pellets
Miles Flat Charge Rate/Mile
----- ----------- ---------
01:0113 0 - 130 $49 + $2.75
01:1113 131 - 200 -21 + 3.26
201 & Over -23 + 3.27
o Item 200 01:0167
--------
Origin: North Haven, CT
Destination: Bellville, NJ
Commodity: Plastic Pellets
Rate: $42 flat charge + $2.64/loaded mile
o Item 300 01:0168
--------
Origin: North Haven, CT
Destination: Brampton, Ontario; Port Hope, Ontario
Commodity: Plastic Pellets
Rate: -$128 flat charge + $3.49/loaded mile
o Denotes Change
<PAGE>
Page: II-2(NH) Date: 5/1/95
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Normal Operating Losses
Should Terminal's normal operating losses exceed the following percentage for
said product, Terminal shall be responsible for such losses as stated in Article
(16) of the basic agreement.
Plastic Granules: 0.5%
The percent product loss for a specific product shall be determined by adding
the beginning inventory to all receipts during the contract year for said
product, subtracting from that total, the sum of all shipments during the
contract year and the ending inventory and dividing the remainder by the sum of
the beginning inventory, plus receipts. Receipts and shipments shall be
determined as provided for in Article (6).
Other Provisions
1. The transfer charge above includes an amount for certain facility upgrading
and operational improvements. As consideration for such upgrading and
improvements, Dow agrees that if it does not ship 30,000,000 pounds from
the terminal during each year of the contract during the initial term (2
years), Dow shall pay Terminal $0.05/cwt for the difference between
30,000,000 pounds and the actual pounds shipped from Terminal's facility
during said year.
2. Terminal shall submit invoices for services rendered under this Agreement
the first part of each month for services performed during the previous
month. One invoice for transfer charges, one for storage and one for
miscellaneous charges, using reference numbers provided by Dow, if any.
Said invoices shall be payable by Dow within ten (10) days after receipt.
3. The trucking services and charges are covered under the Motor Carrier
National Contract between Chemical Leaman Tank Lines, Inc. and The Dow
Chemical Company.
4. This Agreement, upon its effective data, cancels and supersedes the Service
Agreement dated March 6, 1986, between Chemical Leaman Tank Lines, Inc. and
The Dow Chemical Company which currently covers terminaling services at the
North Haven, CT site.
o Denotes Change
<PAGE>
Page: II-3(NH) Date: 5/1/95
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 100
--------
Origin: North Haven, CT
Destination: Points in U.S. including Connecticut
Commodity: Plastic Pellets
Minimum: $281/shipment
Miles Flat Charge Rate/Mile
----- ----------- ---------
0 - 130 $177 + $2.75
131 - 200 $107 + 3.26
201 & Over $105 + 3.27
Item 200
--------
Origin: North Haven, CT
Destination: Bellville, NJ
Commodity: Plastic Pellets
Rate: $2.64/loaded mile + $170
Item 300
--------
Origin: North Haven, CT
Destination: Brampton, Ontario; Port Hope, Ontario
Commodity: Plastic Pellets
Rate: $3.49/loaded mile
o Denotes Change
<PAGE>
Page: II-1(P) Date: 5/1/95
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
PITTSBURGH
----------
ACCESSORIAL CHARGES: All accessorial charges not specifically covered by Dow
Master Contract to be billed per CLEA 100 series.
DEDICATED TRAILER CHARGE: $1,600/month/trailer 07:1111
Telone, Trifluoro Herbicidal Intermediate
TANK CLEANING CHARGE: Actual cost. Telone, Trifluoro Herbicides
Intermediate, hazardous and non-hazardous waste.
INTRAPLANT SERVICE AT THE DOW FACILITY AT PITTSBURGH CA:
07:5065 $55/hour or faction thereof; 1 hour minimum tank cleaning charge
$200 (when carrier is required to deadhead to cleaning rack to
clean trailer, an additional charge of $1.50/running mile will
apply; minimum $165).
<TABLE>
<S> <C>
SPOTTING TRAILER CHARGE: $110/day; $1,600/month 07:1111
SPOTTING CHASSIS CHARGE: $45/day; $800/month 07:1111
DEADHEADING CHARGE: $1.50/running mile when required or requested to spot or
07:7101 pick up trailer or chassis. Minimum charge: $165/round trip
07:1112
RATE MAKING MILES: Interstate traffic Rand McNally MileMaker;
Intra-CA DT8CA and Leonard's Metropolitan Zone
</TABLE>
o Denotes Change
<PAGE>
Page: II-2(P) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
<TABLE>
<CAPTION>
Item 100 07:2700
- --------
<S> <C>
Between Pittsburg, CA and points in California
Commodity: Liquid Commodities transported in MC-307 single compartment trailer
Minimum: Rates shown that produce less than the minimum charge apply on a per load
basis only when two (2) consecutive loads are moved in the same unit by the same
driver with no delay between loads, no cleaning and no change of
equipment.
</TABLE>
<TABLE>
<CAPTION>
Miles Flat Charge Rate/Mile Miles Flat Charge Rate/Mile
----- ----------- --------- ----- ----------- ---------
<S> <C> <C> <C> <C> <C>
30 -$128 + $9.65 230 -128 + $3.40
40 -128 + 7.70 240 -128 + 3.40
50 -128 + 6.60 250 -128 + 3.40
60 -128 + 5.90 260 -128 + 3.35
70 -128 + 5.40 270 -128 + 3.35
80 -128 + 5.05 280 -128 + 3.35
90 -128 + 4.75 290 -128 + 3.35
100 -128 + 4.50 300 -128 + 3.35
110 -128 + 4.30 320 -128 + 3.35
120 -128 + 4.15 340 -128 + 3.35
130 -128 + 3.95 360 -128 + 3.35
140 -128 + 3.85 380 -128 + 3.35
150 -128 + 3.75 400 -128 + 3.35
160 -128 + 3.65 420 -128 + 3.35
170 -128 + 3.60 440 -128 + 3.30
180 -128 + 3.50 460 -128 + 3.30
190 -128 + 3.45 480 -128 + 3.30
200 -128 + 3.40 500 -128 + 3.30
210 -128 + 3.40 520 -128 + 3.30
220 -128 + 3.40 540 & Over -128 + 3.30
</TABLE>
o Denotes Change
<PAGE>
Page: II-2A(P) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 105
- --------
Origin: Pittsburg, CA
Commodity: Liquid Solvents (acetone, caustic soda, chelating compounds,
glycerines, glycols, anti-freeze, VORANOL*, amines, phenol, epoxy
resin, chlorinated solvents [perchloroethylene, methylene chloride],
lacquer solvents [glycol ether acetate] and resin solvents [DOWANOL*
DB, DM, DPM, EB, PM])
Cleaning: $225 when cleaned
<TABLE>
<CAPTION>
Single Compartment Multi-Compartment
Destination Flat Charge Rate/Loaded Mile Flat Charge Rate/Loaded Mile
----------- ----------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C>
Corvallis, OR -$128 + $2.30 $-128 + $2.45
Halsey, OR -128 + 2.30 -128 + 2.45
Newberg, OR -128 + 2.30 -128 + 2.45
Portland, OR -128 + 2.30 -128 + 2.45
Salem, OR -128 + 2.30 -128 + 2.45
Springfield, OR -128 + 2.30 -128 + 2.45
White City, OR -128 + 3.10 -128 + 3.10
Auburn, WA -128 + 2.30 -128 + 2.45
Kalama, WA -128 + 2.30 -128 + 2.45
Kent, WA -128 + 2.30 -128 + 2.45
Pasco, WA -128 + 2.30 -128 + 2.45
Spokane, WA -128 + 2.45 -128 + 2.55
Washougal, WA -128 + 2.30 -128 + 2.45
Pts in OR or WA (not named) -128 + 2.45 -128 + 2.45
Canadian Rates
--------------
Calgary, AB -128 + 2.55 -128 + 2.55
Edmonton, AB -128 + 2.55 -128 + 2.55
Goadlish Lake, AB -128 + 2.55 -128 + 2.55
Nisku, AB -128 + 2.55 -128 + 2.55
Burnaby, BC -128 + 2.45 -128 + 2.45
Campbell River, BC -128 + 2.45 -128 + 2.45
Port Moody, BC -128 + 2.45 -128 + 2.45
Quesnel, BC -128 + 2.45 -128 + 2.45
Richmond, BC -128 + 2.45 -128 + 2.45
Vancouver, BC -128 + 2.45 -128 + 2.45
Winfield, BC -128 + 2.45 -128 + 2.45
Pts in AB or BC (not named) -128 + 2.55 -128 + 2.55
</TABLE>
*Trademark of The Dow Chemical Company
o Denotes Change
<PAGE>
Page: II-3(P) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 200 07:2800
--------
Origin: Pittsburg, CA
Destination: Points in California
Commodity: Hydrochloric Acid transported in MC-312 rubber lined trailer
Minimum: 48M lb minimum
Note: Cleaning does not apply
<TABLE>
<CAPTION>
Miles Rate/cwt Miles Rate/cwt
----- ------- ----- --------
<S> <C> <C> <C>
20 $0.20 220 $1.24
30 0.24 230 1.28
40 0.27 240 1.32
50 0.34 250 1.34
60 0.37 260 1.41
70 0.43 270 1.47
80 0.48 280 1.53
90 0.52 290 1.59
100 0.57 300 1.66
110 0.62 320 1.78
120 0.68 340 1.91
130 0.74 360 2.03
140 0.80 380 2.16
150 0.85 400 2.28
160 0.89 420 2.41
170 0.94 440 2.53
180 1.01 460 2.66
190 1.08 480 2.78
200 1.14 500 2.91
210 1.22
</TABLE>
o Item 300 07:0700
--------
Origin: Pittsburg, CA
Destination: Points in U.S. except California
Commodity: Telone
Rate: $12 flat charge + $3.10/loaded mile
o Denotes Change
<PAGE>
Page: II-4(P) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 400
--------
Origin: Pittsburg, CA
Destination: Points in California
Commodity: Spent Sulfuric acid; caustic soda; HCl
Miles Flat Charge Rate/Mile
----- ----------- ---------
07:701A 0 - 70 $4 + $2.48
07:2701 71 - 120 25 + 2.22
07:0701 121 - 200 -26 + 2.52
201 - Over -105 + 2.92
Rates apply only in the absence of rates more specifically
provided herein.
o Item 500 07:0702
--------
Between: Points in California counties of Alameda, Contra Costa
and
California counties of Los Angeles and Orange
Commodity: Liquid Commodities (includes solvents, caustic soda and latex)
Rate: -$88 flat charge + $2.12/loaded mile
o Item 600 07:0702
--------
Between: Points in California counties of Los Angeles and Orange
and
California counties of Alameda and Contra Costa
Commodity: Liquid Commodities in single and multi-compartment trailer
Rate: -$88 flat charge + $2.12/loaded mile
o Denotes Change
<PAGE>
Page: II-5(P) Rev 1 Date: 6/17/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 700 07:0703
--------
Between: Points in California counties of Alameda and Contra Costa
and
California counties of Ventura and Riverside
Commodity: Liquid Commodities (includes solvents, caustic soda and latex)
Rate: -$88 flat charge + $2.26/loaded mile
Item 800 08:8000
--------
Between: Points in California counties of Alameda and Contra Costa
and
California counties of Los Angeles and Orange
Commodity: Liquid Commodities in intermodel tank containers
Rate: $50/hour, 6 hour minimum
Time shall begin when carrier's equipment leaves its
terminal and continue until equipment is returned to
terminal from which dispatched.
o Item 900 09:9000
--------
Origin: Pittsburg, CA
Destination: CT, GA, IL, MI, OH
Commodity: Liquid Commodities
Rate: -$128 flat charge + $1.75/loaded mile
o Denotes Change
<PAGE>
Page: II-6(P) Rev 3 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 1000
--------
Origin: Pittsburg, CA
Commodity: Caustic Soda or solvents transported in single compartment, non-
dedicated MC-307 trailer
<TABLE>
<CAPTION>
Destination Flat Charge Rate/Mile
----------- ----------- ---------
<S> <C> <C> <C> <C>
07:0708 AR, IA, MN, MO, OK -$128 + $1.70(1)
07:0709 LA, MI, TX (except shipments -128 + 1.55(1)
destined to Mexico)
07:0710 Tildale, GA (Dalton, GA) -128 + 1.75
07:0711 Points in Canada -88 + 2.95
(1)Rate applies only on shipments handled in backhaul transportation
</TABLE>
o Item 1100
---------
Origin: Pittsburg, CA
Commodity: Liquid Commodities transported in MC-307 single and multi-
compartment trailers.
Destination Flat Charge
----------- -----------
07:1713 Antioch, CA $367
07:1714 Cloverdale, CA 603
07:1714 Kelseyville, CA 603
07:1714 Middletown, CA 603
o Item 1200
---------
Origin: Pittsburg, CA
Commodity: Liquid Waste Water
Destination Flat Charge
----------- -----------
07:0721 E. Los Angeles, CA $837
07:0722 E. Palo Alto, CA 335
07:0723 Los Angeles, CA 837
07:0724 Palo Alto, CA 335
07:0725 San Jose, CA 312
Compressor/Pump Charges: Included in rate
Tank Cleaning Charge: Actual cost
Waste Permit Fees: Included in rate
o Denotes Change
<PAGE>
Page: II-7(P) Rev 3 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 1300 07:0706
---------
Origin: Pittsburg, CA
Destination: Pittsburg, CA
Commodity: Caustic Soda HCl
Rate: $22/shipment
o Item 1400
---------
Origin: Pittsburg, CA
Commodity: Salt Brine
Destination Flat Charge
----------- -----------
07:1707 Bakersfield, CA $612
07:1707 Belridge, CA 612
07:1707 Cymeic, CA 612
07:1707 Fellows, CA 612
07:1707 Maricopa, CA 612
07:1707 McKittrich, CA 612
07:1707 Midway, CA 612
07:1707 Taft, CA 612
07:1708 Coalinga, CA 447
07:1709
Tank cleaning is included in rate only when shipment is
transported in a dedicated trailer which is to be performed
every 5th load. Shipments transported in other than
dedicated trailer are subject to an additional charge of
$125 for cleaning of trailer.
o Item 1500 07:1716
---------
Origin: Pittsburg, CA
Destination: Pittsburg, CA with stop-off in Rio Vista
Commodity: Petroleum Distillates, NOS
Rate: $227/shipment
o Denotes Change
<PAGE>
Page: II-8(P) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 1600 07:0727
---------
Origin: Pittsburg, CA
Destination: Bakersfield, CA
Commodity: Potassium Chloride (KOH) in single compartment trailer
Rate: $731/shipment
Tank $175 when cleaned
Cleaning:
Item 1700 07:0720
---------
Origin: Pittsburg, CA
Destination: Chicago, IL or Midland, MI
Commodity: Inserve transported in single compartment trailer
Rate: -$128 + $1.85/loaded mile
<TABLE>
<S> <C> <C>
o Item 1800
---------
Origin: Pittsburg, CA
Destination: Midland, MI
Commodity: Trifluoro Methyl Pyridine
Rate: $8,200/shipment (Rate applies April 1 thru October 31 via Rt. I-80) 07:0704
$9,114/shipment (Rate applies November 1 thru March 30 via Int. 07:0705
Rts. 40, 44, 55, 80 & 94)
Dedicated Trailer Charge: $1,600/month - Telone
$1,000/month - Dichloro, Trifluoro,
Methyl Pyridine
Idle Day Charge: $100/day for dedicated VH acid trailer
</TABLE>
Item 1900 07:0726
---------
Origin: Pittsburg, CA
Destination: Midland, MI
Commodity: Lontrale transported in single compartment MC-307 trailer
Rate: -$128 + $1.55/loaded mile
o Denotes Change
<PAGE>
Page: II-9(P) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 2000 07:0717 07:0716 07:0715
---------
Origin: Pittsburg, CA
Destination: Plaquemine, LA, Midland, MI or Bridgeport, NJ
Commodity: Hazardous Waste, NOS
Rate: -$128 + $1.85/loaded mile
Tank Cleaning: Actual cost
Hazardous Waste Permit Charges:
Plaquemine, LA $ 75 with load
Midland, MI $275 with load
Bridgeport, NJ $350 with load
o Item 2100 07:0718
---------
Origin: Pittsburg, CA
Destination: Deer Park, TX
Commodity: Styrene or waste water transported in single compartment trailer
Rate: -$128 + $1.85/loaded mile
o Item 2200
---------
Destination: Pittsburg, CA
Commodity: Liquid Chemicals transported in single compartment MC-307
trailer
Origin Flat Charge Rate/Mile
------ ----------- ---------
22:2200 LA, MS, TX -$128 + $2.05
22:2201 AL, CT, DE, GA, IL, KY, MD, MI, NC, NJ, PA, SC -128 + 2.10
22:2202 MA, NY, RI, TN, VA -128 + 2.20
22:2203 AR, FL, IN, NH, VT, WI, WV -128 + 2.40
22:2204 ME, MO -128 + 2.60
22:2205 MN, IA -128 + 2.80
22:2206 CO, KS, MT, ND, NE, NM, SD, WY -128 + 3.25
22:2207 AZ, ID, OR, UT, WA -128 + 3.30
22:2208 NV -128 + 3.45
o Denotes Change
<PAGE>
Page: II-10(P) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
Item 2300
---------
Origin: Pittsburg, CA
Destination: Points in the U.S. (including CA) and points in British
Columbia
Commodity: Liquid Commodities transported in single and multi-
compartment non-dedicated MC-307 trailer and intermodal
container movement.
Miles Flat Charge Rate/Mile
----- ----------- ---------
77:0712 0 - 70 $57 + $2.49
71 - 120 83 + 2.23
121 - 200 72 + 2.25
07:0712 201 & Over -88 + 2.95
Item 2400 77:0706
---------
Origin: Pittsburg, CA
Destination: Pittsburg, CA
Commodity: PT acid in Dedicated single compartment MC-312 trailers
Rate: $225/shipment
Note: No detention applicable
o Item 2500
---------
Origin: Pittsburg, CA
Commodity: Waste Tar in dedicated equipment only.
Destination Flat Charge Rate/Mile
----------- ----------- ---------
07:2500 Midland, MI -$128 $3.30
07:2502 Deepwater, NJ -128 3.30
07:2501 Clive, UT -128 3.30
Trailers to return to Pittsburg, CA for cleaning.
o Denotes Change
<PAGE>
Page: II-1(SV) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
SAVANNAH
o Item 100 01:GA01
---------
Origin: Savannah, GA
Destination: Points in U.S. including Georgia in continuation of an
interstate movement (except AK & HI)
Commodity: Liquid Chemicals transported in MC-307 trailer
Tank Cleaning: $125 when cleaned for solvents and caustic solution
Miles Flat Charge Rate/Mile
----- ----------- ---------
0 - 100 -$34 + $2.25
101 - 210 -96 + 2.87
201 - 420 -106 + 2.91
421 & Over -68 + 2.87
o Item 200
--------
Origin: Savannah, GA
Commodity: Diphenyl Oxide
Destination Flat Charge Rate/Mile
----------- ----------- ---------
18:0200 Freeport, TX -$128 + $1.75
18:0201 Magnolia, AR -128 + 2.25
o Denotes Change
<PAGE>
Page: II-1(STL) Rev 1 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
ST. LOUIS
o Item 100
---------
Origin: St. Louis, MO
Commodity: Liquid Caustic Soda
Destination Rate/Shipment
----------- -------------
02:2001 Pagedale, MO $51 or
02:2009 29*
*Rate applies only when two consecutive loads are transported on same day, in
the same unit.
Above rates not subject to tank cleaning.
o Item 200
---------
Origin: St. Louis, MO
Commodity: Liquid Caustic Soda
Minimum: Minimum/shipment from Schedule of Minimum Charges except
when multiple loads are tendered and delivered by the same
driver, same equipment, same day.
Miles Flat Charge Rate/Mile
----- ----------- ---------
02:2028 30 - 100 $83 + $2.30
02:2029 101 - 240 -2 + 3.07
241 - Over -128 + 3.45
o Denotes Change
<PAGE>
Page: II-1(T/D) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
TILDALE / DALTON
o Item 100
Origin: Tildale, GA and Dalton, GA
Commodity: Liquid Commodities transported in MC-307 trailer
<TABLE>
<CAPTION>
Rate/
Destination Flat Charge Loaded Mile*
----------- ----------- ------------
<S> <C> <C> <C> <C>
06:1000 AL -$128 + $3.00
06:1002 AZ, CO, IA, ID, KS, MT, ND, NE, NM, -128 + 3.16
NV, OK, OR, SD, UT, WA, WY
06:1004 AR -128 + 2.53
11:0182 CA -128 + 2.40
06:1006 CT, DE, MA, MD, NJ, NY, OH, PA, RI, WV -128 + 2.16
01:0278 FL -128 + 3.15
06:1008 IL, IN, MI -128 + 2.32
06:1010 KY -128 + 2.48
06:1012 LA -128 + 1.69
06:1014 ME, NH, VT -128 + 2.42
06:1016 MN, WI -128 + 2.89
01:0288 MS -128 + 2.60
01:0281 NC -128 + 2.80
06:0184 SC -128 + 2.25
06:1018 TX (only Houston and points within 75 -128 + 1.59
highway miles thereof)
06:1020 MO, TN, TX (other than shown above) -128 + 2.79
01:0286 VA -128 + 2.70
</TABLE>
*Rates not applicable on shipments destined to Mexico
o Denotes Change
<PAGE>
Page: II-2(T/D) Rev 3 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 200
Origin: Tildale, GA and Dalton, GA
Commodity: Liquid Commodities transported in MC-307 trailer
<TABLE>
<CAPTION>
Destination Flat Charge Rate/Mile
----------- ----------- ---------
<S> <C> <C> <C> <C>
01:1112 Mahrt, AL -$128 + $2.65
01:0180 City of Industry, CA -128 + 2.25
01:0181 San Gabriel, CA -128 + 2.25
01:1148 Allyn's Point, CT -128 + 1.89
01:0292 Atlanta, GA 0.59/cwt*
01:0293 Dalton, GA 70 flat
01:0294 East Dublin, GA 1.50/cwt*
01:0295 Ellijay, GA 168 flat
01:0296 Lylerly, GA 0.52/cwt
01:0297 Rabun Gap, GA 0.83/cwt*
01:0298 Ringgold, GA 0.52/cwt*
01:0299 Rome, GA 168 flat
01:0300 Points in GA within 25 miles of origin 140 flat
(other than shown above)
01:1165 Midland, MI -128 + 1.89
01:1114 Meridian, MS -128 + 2.58
01:1116 Gastonia, NC -128 + 2.60
01:1168 Omaha, NE -128 + 3.15
01:1135 Chillicothe, OH -128 + 1.89
01:1140 Cincinnati, OH -128 + 1.90
01:1142 Cleveland, OH -128 + 1.89
01:1145 Columbus, OH -128 + 1.86
01:1160 Lockland, OH -128 + 1.88
01:1130 Carlisle, PA -128 + 1.86
01:1120 Willow Grove, PA -128 + 1.89
01:1110 Landrum, SC -128 + 2.62
01:1111 Liberty, SC -128 + 2.68
01:0303 Ennis, TX -128 + 2.34
01:1147 Freeport, TX -128 + 1.73
01:1146 Covington, VA -128 + 2.57
01:1118 Richmond, VA -128 + 2.55
</TABLE>
*40M lb. minimum
o Denotes Change
<PAGE>
Page: II-3(T/D) Rev 3 Date: 02/01/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 300 11:1175
Origin: Tildale, GA and Dalton, GA
Commodity: Liquid Latex in single compartment MC-307 trailer
Tank $175 when cleaned
Cleaning: Rate/cwt**
----------
Destination 42 M 46 M
----------- ---- ----
Granby, PQ and St. Jean, PQ $8.54 $8.26
*Rates stated and payable in U.S. funds
o Item 400 01:0114
Origin: Tildale, GA and Dalton, GA
Destination: Netcong, NJ
Commodity: Liquid Latex in single compartment MC-307 trailer
Rate: $1,482/shipment
Tank $175 when cleaned
Cleaning:
o Item 500 01:0290
Origin: Points in the U.S.
Destination: Tildale, GA and Dalton, GA
Commodity: Liquid Commodities in single compartment MC-307 trailer
Rate: -$128 flat charge + $1.75/loaded mile
Item 600 11:1180
Origin: Kearny, NJ
Destination: Tildale, GA and Dalton, GA
Commodity: Foam Control Agent (defoamer)
Rate: $2.34/loaded mile
Tank $100 when required
Cleaning:
o Denotes Change
<PAGE>
Page: II-4(T/D) Rev 3 Date: 04/21/97
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
o Item 700
Origin: Tildale, GA and Dalton, GA
Destination: Augusta, GA
<TABLE>
<S> <C> <C>
Commodity: Latex, liquid in dedicated single compartment MC-307 trailers
Rate: $587/shipment - If loaded between 0400 - 1500 hours 11 :1181
Tank $175 when cleaned
Cleaning:
(NEW)
Item 800
Origin: Tildale, GA and Dalton, GA
Destination: Augusta, GA
Commodity: Latex, liquid in dedicated single compartment MC-307 trailers
Rate: $472/shipment - If loaded between 1501 - 0359 hours 11:1182
Tank $175
Cleaning:
</TABLE>
NOTE: Rate applies only on shipments handled in backhaul
transportation Monday thru Friday.
o Denotes Change
<PAGE>
Page: II-1(W) Rev 2 Date: 6/17/96
Dow:
CLEA:
APPENDIX II
BULK MOTOR CARRIER CONTRACT
THE DOW CHEMICAL COMPANY AND
CHEMICAL LEAMAN TANK LINES, INC.
WILMINGTON
o Item 100 02:0200
Origin: Wilmington, NC
Destination: Points in U.S. including North Carolina in continuation of
an interstate movement.
Commodity: Liquid Caustic Soda
Minimum: Minimum/shipment from Schedule of Minimum Charges. (Will
not apply when two or more shipments are handled by the
same driver with the same equipment on the same day.)
Miles Flat Charge Rate/Mile
----- ----------- ---------
0 - 50 $35 + $3.02
51 - 200 11 + 2.88
201 & Over 41 + 2.99
Tank
Cleaning: $125 when cleaned
o Item 200 33:0295
Origin: Wilmington, NC
Destination: Allyn's Point, CT
Commodity: Caustic soda solution
Rate: $1.57/loaded mile
o Denotes Change
EXHIBIT 10.33
<PAGE>
LEASE AGREEMENT
THIS AGREEMENT (hereinafter the "Lease"), dated November 14,
1979, made by and between PICKERING PLACE, A LIMITED PARTNERSHIP, a limited
partnership organized and existing under the laws of the Commonwealth of
Pennsylvania (hereinafter called "Landlord"), and CHEMICAL LEAMAN CORP., a
Pennsylvania corporation (hereinafter called "Tenant").
1. (a) The Leased Premises. Landlord hereby demises and leases
unto Tenant, and Tenant does lease and take from Landlord, all that certain lot
or piece of ground, with the buildings and improvements thereon erected or to be
erected (hereinafter collectively called "Leased Premises"), situated in the
Pickering Creek Industrial Park complex, in Uwchlan Township, Chester County,
Pennsylvania, and more particularly described in Exhibit "A" attached hereto and
made a part hereof, upon the terms, conditions and provisions hereinafter set
forth.
(b) Term. The term of the Lease shall commence upon either
(i) the tenth day following the date on which the Leased Premises are Ready for
Occupancy, determined as set forth in paragraphs (a) and (d) of Addendum #3
hereto, or (ii) the date on which the Leased Premises are occupied by the
Tenant, whichever first occurs, and shall continue for twenty (20) years,
terminating at midnight of the last day of the calendar month in which the
twentieth (20th) anniversary of the commencement date occurs.
(c) Other Defined Terms. Each reference in this Lease to
any of the following terms shall be construed to incorporate the following data
stated opposite each term.
(1) Tenant's Uses: Tenant may use the Leased
Premises for any uses permitted by law and by any recorded covenants and
restrictions relating to the Leased Premises listed on Exhibit "C" hereto;
provided, however, that Tenant may not conduct any dangerous, hazardous, noxious
or offensive use. Promptly after the date of execution hereof (or, in the case
of applications dependent upon construction of the building, as soon as such
applications are permissible), Landlord shall apply for, and use its best
efforts to obtain in final and unappealable form, all such zoning, subdivision,
building, Department of Environmental Resource and other federal, state and
local governmental permits and licenses as may be required for lawful
construction of the building (as defined in paragraph (a) of Addendum #1 hereto)
and for Tenant's lawful use and occupancy of the Leased Premises as a corporate
headquarters and office building, including, without limitation, a final
certificate of occupancy from Uwchlan Township and all required approvals from
the Department of Labor
<PAGE>
and Industry in Harrisburg. Tenant at all times during the term hereof shall
promptly comply with all laws, ordinances, orders and regulations affecting the
Leased Premises and their cleanliness, safety, occupation and use, unless such
compliance is necessitated by Landlord's failure to construct the building in
accordance with Addendum #3 to this Lease, or comply with its other obligations
hereunder, in which case Landlord shall promptly comply therewith. Tenant shall
have the right, upon giving notice to Landlord, to contest any obligation
imposed by the preceding sentence and to defer compliance during such contest.
Tenant shall indemnify and hold harmless Landlord from any fine or penalty
incurred by Landlord by reason of such deferral. Tenant shall not do or permit
anything to be done in or about the Leased Premises, or bring or keep anything
in the Leased Premises that will in any way cause suspension or termination of
the fire or other insurance upon the building. Tenant will not perform any act
or carry on any practices that may injure the building or be a nuisance or
menace to tenants of adjoining premises. Tenant shall not permit open storage on
the demised land detrimental to the appearance of a garden-type industrial
development; and shall require loading and unloading and parking of cars for
employees, customers and visitors, in connection with Tenant's business, to be
done so far as practicable on the Leased Premises and not on adjacent streets.
(2) Landlord's Address: 200 Sharp Lane, Lionville,
Pennsylvania 19353.
(3) Tenant's Address at Leased Premises: 102 Pickering
Way, Lionville, Pennsylvania 19353.
(4) Tenant's Address until Commencement of the Term:
520 East Lancaster Avenue, Downingtown, Pennsylvania 19335.
(5) Liability Insurance Amounts: Bodily injury:
single limit - $1,000,000; Property damage: single limit - $1,000,000.
(6) Scheduled Occupancy Date: The date which is ten
(10) months from the date hereof.
(d) Attachments to Lease. The following exhibits and
addenda are attached to this Lease and are incorporated herein by reference and
are to be construed as a part of this Lease:
Description of Leased Premises - Exhibit "A"
Protective Restrictions - Exhibit "B"
Title Objections - Exhibit "C"
Schedule of plans and specifications - Exhibit "D"
Outline of the Park - Exhibit "E"
Addendum #1 - Computation of Rent for the Eleventh through Twentieth Years
of the Lease Term
Addendum #2 - Tenant's Option to Extend Term
Addendum #3 - Construction of Building and Improvements by Landlord
Addendum #4 - Enforcement of Declaration of Protective Restrictions
-2-
<PAGE>
2. (a) Annual Fixed Rate and Adjustment Thereto. For each year
during the term hereof, Tenant shall pay Landlord the annual rental, payable in
12 equal monthly installments in advance on the first day of each and every
month, as set forth in the schedule below:
Monthly
Annual Rent Installments
----------- ------------
First Year - $445,890.50 $37,157.54
Second Year - 449,944.05 37,495.34
Third Year - 453,997.60 37,833.13
Fourth Year - 458,861.86 38,238.49
Fifth Year - 463,726.12 38,643.84
Sixth Year - 468,590.38 39,049.20
Seventh Year - 474,265.35 39,522.11
Eighth Year - 479,940.32 39,995.03
Ninth Year - 486,426.00 40,535.50
Tenth Year - 492,911.68 41,075.97
Eleventh - Twentieth
Years: The annual fixed rent for the Eleventh through the
Twentieth years of the lease term shall be determined by the formula set forth
in Addendum #1: Computation of Rent for Eleventh through Twentieth Years of
Lease Term.
For the purposes hereof, the first year shall include the first twelve (12) full
calendar months and each succeeding year shall include the next succeeding 12
full calendar months. If the term hereof does not commence on the first day of a
calendar month, the rent in effect for the first full calendar month of the term
shall be apportioned pro rata on a per diem basis for such partial month and
such apportioned rent shall be paid on the commencement date of the term.
Any monthly installments of rent not paid within one month of the due date shall
be subject to a late charge of two (2%) percent.
(b) Security Deposit. Tenant has heretofore
deposited with Landlord the sum of Twenty-Five Thousand Dollars ($25,000.00)
(the "Security Deposit") to be held by Landlord pending commencement of the term
of this Lease. Landlord and Tenant agree that, upon commencement of the term
hereof, the Security Deposit shall be applied against the rental obligation of
Tenant for the first and (to the extent such obligation is less than the
Security Deposit) the second month's rent due hereunder. If this Lease shall be
terminated prior to commencement of the term, Landlord shall refund the Security
Deposit to Tenant within five days after such termination.
3. Subordination.
(a) This Lease is and shall be subject to and
subordinate to the lien of the existing first mortgage upon the Leased Premises,
held by Southeast National Bank, and to the lien of any first mortgage hereafter
placed upon the Leased Premises, upon condition that, in the case of any
mortgage hereafter placed upon the Leased Premises, Landlord shall have first
obtained for Tenant from the holder thereof an agreement containing the same
provisions as that to be obtained from the holder of the existing first
mortgage, as described in paragraph (b) of this Section. Notwithstanding such
subordination, as aforesaid, this Lease shall not
-3-
<PAGE>
terminate or be divested by foreclosure or other default proceedings under said
mortgages or obligations secured thereby, and Tenant shall attorn to and
recognize the mortgagee or the purchaser at the foreclosure or other sale, in
the event of such foreclosure or other default proceeding, as Tenant's landlord
for the balance of the term of this Lease, subject to all of the terms and
provisions hereof.
(b) Landlord agrees to use its best efforts to
obtain for and deliver to Tenant, within 15 days after the date of execution
hereof, a separate written agreement from Southeast National Bank, as holder of
the existing first mortgage on the Leased Premises, which shall contain specific
provisions against the disturbance of Tenant in its possession of the Leased
Premises and rights under this Lease provided Tenant is not in default hereunder
and the following additional provisions:
(i) So long as Tenant continues to pay the rent as
reserved in this Lease and otherwise complies with the terms and provisions
hereof, the right of possession of Tenant to the Leased Premises and all of
Tenant's rights under this Lease shall otherwise not be affected or disturbed by
such mortgagee in the exercise of any of its rights under such mortgage.
(ii) In the event the mortgagee retakes or comes into
possession of or ownership of the Leased Premises by foreclosure or otherwise,
this Lease and all rights of Tenant hereunder shall continue in effect and shall
not be terminated by any of said proceedings, and the mortgagee shall agree to
be bound by the terms and conditions of this Lease.
(iii) In the event the Leased Premises are sold or
otherwise disposed of pursuant to any right or any power contained in the
mortgage or as a result of proceedings thereon, the purchaser of the Leased
Premises shall take title subject to this Lease and all rights of Tenant
hereunder and shall agree to be bound by the terms of this Lease.
(iv) If the Leased Premises or any part thereof shall at
any time be damaged by fire or other casualty, or be taken under power of
eminent domain, the mortgagee agrees that all insurance and condemnation
proceeds will be used for the purpose of repair or rebuilding of the Leased
Premises, with any excess insurance proceeds to be retained by Tenant, as
provided in this Lease.
In the event Landlord shall fail to obtain and deliver to Tenant said written
agreement from Southeast National Bank within 15 days of the date hereof, Tenant
may terminate this Lease by sending written notice of such termination to
Landlord within ten (10) days after expiration of such fifteen (15) day period.
4. Additional Rent. Tenant shall pay as additional rent all
Real Estate Taxes, Utilities, Assessments and Insurance with respect to the
Leased Premises, as herein provided.
-4-
<PAGE>
(a) Payment of Real Estate Taxes. (i) Except as otherwise
provided hereinbelow, Tenant shall pay to the appropriate authorities all real
estate taxes assessed upon the Leased Premises for all tax periods wholly
included in the term, and the corresponding fraction of the real estate taxes
assessed for any fraction of a tax period in the term at the beginning or end.
The expression "real estate taxes" as used herein shall mean all real property
taxes imposed on the Leased Premises and any other taxes as may be levied in
lieu of or in substitution for or supplementary to such taxes, but shall not
include any income, excess profits, estate, inheritance, succession, transfer,
franchise, capital or other tax or assessment upon Landlord or upon the rentals
payable under the Lease, all of which shall be the obligation of the Landlord.
The term "tax period" as used herein shall mean, with respect to any real estate
tax, the fiscal year for such tax designated by the assessing authority.
Landlord shall promptly forward to Tenant all bills for taxes in time to permit
Tenant to obtain all discounts and avoid all penalties. Landlord shall permit
Tenant to obtain all bills for taxes directly from the issuing authorities.
(ii) Prior to the commencement of the term hereof,
Landlord shall pay to the appropriate taxing authority all real estate taxes for
which bill(s) have been issued, and Tenant shall pay its fractional share of
any such tax, as provided above, to Landlord, upon commencement of the term
hereof; if such bills have not been issued and paid as of the commencement of
the term, Tenant shall have the right to deduct from the rent next falling due
(until Tenant has been fully reimbursed therefor) Landlord's pro rata share of
such taxes for the beginning year of the term hereof.
(b) Utilities. Landlord represents and warrants that, as of
the date of substantial completion of the building (as described in Addendum #3
hereto), the Leased Premises shall be connected to the electricity, water and
sewer lines serving the municipality wherein the Leased Premises are located and
that as of the commencement of the term, all fees, including, without
limitation, all application and "tapping in" charges, all charges or deposits
for transformers and meters and all charges for consumption of such utilities
occurring prior to commencement of the term, shall have been paid, so that upon
commencement of the term such utilities shall be supplied to Tenant upon payment
of the regular fees for consumption thereof occurring after such date only.
Tenant shall pay all charges for consumption of such utilities occurring after
such date and shall indemnify Landlord against any liability or damages on
account of Tenant's non-payment thereof. Except as otherwise provided in
Sections 5(c), 6(b) or elsewhere in this Lease, Tenant has the full
responsibility of maintaining and replacing the heating-air conditioning system.
-5-
<PAGE>
(c) Special or Betterment Assessments. Landlord shall pay all
public, special or betterment assessments made prior to the commencement of the
term hereof or for improvements installed prior to the date of substantial
completion or which are contemplated by the work described in the Plans and
Specifications (as defined in paragraph (a) of Addendum #3 to this Lease),
including, without limitation, all assessments for initial installation of
sewers and curbs in connection with construction of the building. If any
assessment which Landlord is obligated to pay pursuant to the preceeding
sentence shall be or become payable in installments, then, for the purposes of
this Lease, all unpaid installments of any such assessment shall be deemed due
and payable and shall be paid by Landlord upon the date upon which the first
such installment is then due. Tenant shall pay any public, special or betterment
assessments for improvements other than those listed in the first sentence of
this paragraph (c). Tenant may elect to have assessments paid in installments
over the longest period permitted by law, and, subject to paragraph (d) of this
Section, shall pay to the public authorities charged with the collection
thereof, at least fifteen (15) days before they become due in each case, the
entire assessment if the election is not made, or if made, each installment,
including interest, becoming due during the term.
(d) Evidence of Payment and Right of Tenant to Contest
Assessment. Tenant shall promptly furnish Landlord and the holder of any first
mortgage upon the Leased Premises to which this Lease is subordinate with
appropriate evidence of each tax and assessment payment by Tenant to public
authority. Tenant may bring appropriate proceedings, in the name of Landlord or
Tenant or both, to contest the validity or amount of any taxes or assessments,
or to recover payments therefor, and agrees to save Landlord harmless from all
damages and costs and expenses in connection therewith. Landlord shall cooperate
with Tenant with respect to such proceedings so far as reasonably necessary.
Tenant shall be entitled to amounts recovered to the extent that such funds are
refunds or reimbursements of payments made by Tenant. Tenant may defer payment
of any tax or assessment during any such proceedings but Tenant shall pay such
tax promptly upon receipt by Tenant of notice that the Leased Premises have been
listed for judicial sale by reason of such deferred payment.
(e) Insurance. (l) Tenant, at its sole cost and expense,
shall maintain and keep in effect throughout the term hereof insurance against
loss or damage to the building (as defined in the attached Addendum #3) by fire,
by the hazards now included in the insurance customarily referred to as "All
Risks" coverage, and by such other hazards as institutional first mortgage
lenders may from time to time generally require in the case of similar
properties, in an amount at least equal to 80% of the insurable replacement cost
of the building (above foundation walls), as from time to time determined by
agreement or by appraisal made not more than once every five years, at the
expense of Tenant, by an accredited insurance appraiser, selected by Tenant and
approved by Landlord, which approval shall not be unreasonably withheld.
-6-
<PAGE>
Tenant may elect any deductible amount Tenant desires in connection with all of
the foregoing coverages, not to exceed 25% of the required coverage, however,
without the prior consent of Landlord. The policy or policies of insurance
required under this Section 4(e) shall name Tenant as the named insured.
Landlord agrees that it shall not be named as an insured under any of the said
policies and shall not participate in any settlement negotiations with insurers
in any claim under such policies. Such policies of insurance shall be issued by
an insurer of recognized responsibility, licensed to do business in the
Commonwealth of Pennsylvania and reasonably satisfactory to Landlord and Tenant.
For the purposes of this Section, Landlord agrees that Aetna Life and Casualty
and Reliance Insurance Companies are satisfactory insurers. Such policies shall
provide that the proceeds of any loss shall be payable to Tenant and to the
holder (as its interest may appear) of any first mortgage to which this Lease is
subordinate so long as such holder and future holders of such mortgage (such
holders being herein collectively referred to as the "Qualified Mortgagee") are
obligated to apply the proceeds of insurance in the manner provided for in this
Lease, except that if there shall be no Qualified Mortgagee, such proceeds shall
instead be payable to Tenant, to be applied in the manner provided for in this
Lease.
(2) Insurance proceeds for damage to any of the buildings
and/or improvements on the demised land, up to and including Fifty Thousand
Dollars ($50,000), when paid as provided in the preceding sentence, shall be
delivered directly to Tenant and used by Tenant for repair as provided under
this Lease. Insurance proceeds in excess of Fifty Thousand Dollars ($50,000),
shall, if payable to Tenant and the Qualified Mortgagee, be deposited in trust
with a bank or trust company acceptable to Tenant and the Qualified Mortgagee,
and be held for repair as provided in this Lease. For the purposes of the
preceding sentence, Philadelphia National Bank shall be deemed to be acceptable
to Tenant and the Qualified Mortgagee. If such proceeds are instead payable to
Tenant, such proceeds shall be deposited in trust with a local commercial bank
selected by Tenant as trustee and held for repair as provided in this Lease.
Notwithstanding the foregoing, if Tenant shall, under the terms of this Lease,
be permitted to and shall elect not to repair, all such proceeds shall be
delivered to Landlord or to such persons as Landlord may determine. In the event
Tenant shall be required to repair, or shall elect to repair, said trustee shall
disburse insurance proceeds to Tenant upon certification by Tenant that the
amounts requested either shall have been paid in connection with such repair or
shall be due to contractors, subcontractors, materialmen, architects or other
persons who have rendered services or have furnished materials for such repair,
and upon completion of such repair, the remaining balance, if any, of such
proceeds shall be paid to Tenant upon demand.
(f) Additional Provisions Respecting Insurance.
Tenant shall obtain and keep in force for the benefit of Landlord and Tenant
Comprehensive General Liability Insurance (including bodily injury and property
damages insurance) with limits at least as high as the amounts respectively
stated therefor under paragraph (c)(5) of Section 1 of this Lease. Such
insurance shall be at the Tenant's own cost and expense and shall name Landlord
as an additional insured. Insurance shall be written in companies
-7-
<PAGE>
reasonably satisfactory to both parties and in forms customarily in use from
time to time in the locality of the Leased Premises. For the purposes of this
paragraph, Landlord agrees that Aetna Life and Casualty and Reliance Insurance
Companies are satisfactory insurers. All insurance required to be maintained by
Tenant may be maintained by Tenant under a blanket policy covering the Leased
Premises and other premises of Tenant and/or its affiliated business
organizations. Tenant shall deposit with Landlord and such Qualified Mortgagee
as Landlord may from time to time require certificates of such insurance or
duplicate policies as Landlord and such Qualified Mortgagee may require, and
shall in all cases furnish Landlord and such Qualified Mortgagee with evidence
of payment of all premiums thereon, from time to time, as the same become due on
issue, renewal or otherwise. All required insurance shall bear an endorsement
stating that the same not be altered, amended or cancelled unless and until
Landlord and any Qualified Mortgagee named therein shall have been given ten
(10) days' advance notice of intention to do so.
5. Tenant's Covenants. Except as otherwise provided in this
Lease, Tenant agrees during the Term, and so long as Tenant's occupancy
continues:
(a) To pay when due the fixed and additional rent,
and all charges by public authority, or utility for water, electricity,
telephone, gas, sewer, and other services rendered to the Leased Premises and
service inspections made therefor, whether called charge, tax assessment, fee or
otherwise.
(b) To refrain from committing, or suffering any
waste upon the Leased Premises, or any nuisance, or any other act or thing which
may disturb the quiet enjoyment of any other tenant in the Pickering Creek
Industrial Park, Landlord hereby agreeing, however, that nothing done in the
normal course of business of a corporate office headquarters shall be deemed to
violate this paragraph.
(c) Except as otherwise provided hereinbelow, in
Section 6, in Addendum #3 or elsewhere in this Lease, to make all repairs
necessary to maintain the Leased Premises in good order and condition,
including, without limitation by their inclusion, interior and exterior
repainting; replacement of glass injured or broken and of floor and wall
covering worn or damaged; keeping roofs and exterior windows and doors water
tight, and plumbing, lighting, heating, air conditioning, and other utility
services in good operating condition.
Notwithstanding the foregoing, Tenant, if it shall have theretofore fulfilled
its obligation of repair hereunder, shall not be obligated to make any repair
which Tenant would otherwise be obligated to make hereunder if such repair shall
be of a capital nature and shall: (i) be required during the last year of the
term hereof; or (ii) be required to the elevator system in the building within
the last five years of the term hereof. For the purposes of the preceding
sentence, a repair shall be of a capital nature if such repair shall cost in
excess of One Thousand Dollars ($1,000.000). If Tenant shall nevertheless elect
to make any repairs of a capital nature (i) during the last year of the term
hereof or (ii) to the elevator system during the
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last five years of the term hereof, Landlord shall, upon demand by Tenant,
reimburse Tenant for a portion of the total cost of such repair(s), such portion
to be equal to the difference between (a) the total cost of the repair in
question, and (b) the product obtained by multiplying the total cost of such
repair by a fraction, the numerator of which shall be the number of whole months
remaining in the term hereof and the denominator of which shall be the estimated
useful life of such repair (expressed in months). For the purposes of the
preceding sentence, the estimated useful life of a repair shall be reasonably
determined by Tenant, in the case of repairs made by employees of Tenant, and by
the independent contractor making such repair, in the case of repairs made by an
independent contractor. If Landlord shall disagree with any determination made
by Tenant pursuant to the preceding sentence, such dispute shall be determined
by submission to an independent contractor, mutually agreeable to Landlord and
Tenant, in a proceeding in which Landlord and Tenant shall each have a full and
fair opportunity to present evidence sustaining their respective positions. The
decision of such independent contractor shall be final, conclusive and binding
upon the parties and not subject to appeal. The cost of any such proceeding
shall be shared equally by Landlord and Tenant.
(d) To use reasonable effort to maintain in good
condition all landscaped and planted areas, including but not limited to lawns,
trees, shrubs, and reflecting ponds on the Leased Premises, and to keep in good
repair all walks, parking and loading areas thereon, and keep the roadways,
walks, parking and loading areas and sidewalks on the Leased Premises clean and
free of snow and ice, and the exterior of the Leased Premises neat and clean.
(e) (Intentionally Omitted)
(f) Not to overload or deface the Leased Premises or
building, nor permit any use contrary to law, or lawful ordinance, regulation or
order of public authority, whether with respect to safety appliances or to
alterations, repairs or additions, including repairs to additions required as a
condition for continuance of use, or otherwise. Tenant shall, however, have the
right to contest any such law, ordinance, regulation or order of public
authority and to defer compliance therewith during such contest. Tenant shall
indemnify and hold harmless Landlord from any fine or penalty incurred by
Landlord by reason of such deferral.
(g) (Intentionally Omitted)
(h) To indemnify and save Landlord harmless from any
liability or injury, loss, accident or damage to any person or property, and
from any claims, actions, proceedings and cost in connection therewith,
including reasonable counsel fees, arising from wrongful act or negligence of
Tenant, or arising from any use made or thing done on or about the Leased
Premises or otherwise occurring thereon, and not due to wrongful act or omission
of or negligence of Landlord or failure of Landlord to perform its obligations
hereunder; and to keep all Tenant's employees working in the Leased Premises
covered by Workmen's compensation insurance, furnishing Landlord with copies of
certificates thereof.
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Tenant, as a material part of the consideration to be rendered to Landlord,
hereby waives all claims and agrees not to assert, at law or in equity or
otherwise, any claims or actions against Landlord for damages to goods, wares
and merchandise in, upon or about the Leased Premises or for injury to Tenant,
its agents, employees, invitees, or third persons in or about the Leased
Premises provided said claims or actions are not due to wrongful act or omission
of or negligence of Landlord, or failure of Landlord to perform its obligations
hereunder.
(i) To permit Landlord to make routine periodic
inspections of the Leased Premises during reasonable business hours and in
emergencies at any time. During the three (3) months prior to expiration of the
term hereof, Landlord shall have access to the Leased Premises during reasonable
business hours to make inspections thereof, and to show the Leased Premises to
prospective purchasers and tenants, and to keep affixed in suitable places,
without obstructing Tenant's signs or displays, notices for letting and selling.
(j) Subject to paragraph (c) of this Section 5 and
to Section 6 hereof, at the expiration or earlier termination of the Term,
promptly to yield up, clean and neat and tenantable, the Leased Premises and
those of the improvements, alterations and additions thereto, and fixtures and
equipment servicing the building, which Tenant does not elect to remove pursuant
to Section 21 hereof.
(k) To not affix any sign, decoration, notice or
other attachment of any kind or description on or to any part of the outside of
the building, without express permission of Landlord, which permission shall not
be unreasonably withheld or delayed. The expense for such signs shall be borne
by Tenant.
6. Damage by Fire or Other Casualty.
(a) In case of damage to the Leased Premises by
fire or other casualty, Tenant shall repair the damage. The work shall be
commenced promptly and completed with due diligence, except for delays due to
governmental regulation, acts of God, unusual scarcity of or inability to obtain
labor or materials, labor disputes, prolonged insurance settlement negotiations
and disputes or other causes beyond Tenant's control. Tenant shall not be
obligated to restore the Leased Premises to the precise condition in which the
same were prior to such fire or other casualty, but shall be entitled to make
such Alterations to the Leased Premises as Tenant would be entitled to make
under Section 21 hereof, provided that the value of the Leased Premises, as
repaired by Tenant, shall be not less than the value of the Leased Premises
immediately preceding such fire or other casualty.
(b) Notwithstanding paragraph (a) of this Section 6,
if the Leased Premises shall be damaged by fire or other casualty within three
years of the expiration of the term hereof, and the cost of the repair of the
building on the demised land shall exceed 10% of the value of such building
immediately preceding such fire or other casualty, Tenant may elect not to
restore the Leased Premises by sending written notice of such election to
Landlord within thirty (30) days after the date of such fire or other casualty,
whereupon this Lease shall be terminated upon the date of such written notice,
all rights and obligations
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of the parties hereto shall cease and terminate as of such date, and this Lease
shall thereupon become null and void.
7. (a) Eminent Domain. In the event that the whole of the
Leased Premises are condemned by the exercise of eminent domain, this Lease
shall terminate as of the date on which Tenant is required by the condemnor to
vacate the Leased Premises and there shall be no further liability upon Landlord
or Tenant hereunder. If only a portion of the Leased Premises is condemned which
renders the portion of the Leased Premises not taken unsuitable, in Tenant's
reasonable judgment, for the conduct of Tenant's business, Tenant may, if it
shall so elect, terminate this Lease as of the date on which Tenant is required
by Condemnor to vacate the Leased Premises by giving Landlord written notice of
the exercise of such election not less than 20 days prior to such vacation date.
If, after the exercise of eminent domain, this Lease is not terminated, Tenant
shall do such work as may be reasonably necessary to restore the remainder of
the Leased Premises to tenantable condition for Tenant's uses, but shall not be
required to expend for restoration more than the award received for the
condemnation. The work shall be commenced promptly after the date when Tenant is
required by the Condemnor to vacate the premises taken and completed with due
diligence, except for delays due to governmental regulations, acts of God,
unusual scarcity of or inability to obtain labor or materials, labor disputes,
or other causes beyond Tenant's control.
(b) Reduction in Rent - Partial Condemnation. If only a
portion of the Leased Premises is condemned, and this Lease is not terminated by
Tenant, there shall be an equitable abatement of the rent as of the date Tenant
is required by the Condemnor to vacate the portion condemned, the reduced rent
to be equal to the product of the rent immediately preceding such date and a
fraction, the numerator of which shall be the value of the Leased Premises after
the taking and the denominator of which shall be the value of the Leased
Premises immediately preceding the taking. In the event that the parties are
unable to agree upon the amount of such abatement, either party may submit the
issue for arbitration pursuant to the rules then pertaining of the American
Arbitration Association, and the determination or award rendered by the
Arbitrator(s) shall be final, conclusive and binding upon the parties and not
subject to appeal.
(c) Application of Proceeds of Award. In the event of a
condemnation by eminent domain which does not result in a termination of this
Lease, the proceeds of any award or payment, up to Fifty Thousand Dollars
($50,000), shall be delivered directly to Tenant and used by Tenant for
restoration as provided in this Lease, and upon completion of such restoration,
the remaining balance, if any, shall be paid to Landlord. If such proceeds shall
be in excess of $50,000, they shall be deposited in trust with a bank or trust
company acceptable to Tenant and the Qualified Mortgagee (as defined in Section
4 hereof), or, if there is no Qualified Mortgagee with a local commercial bank
selected by Tenant as trustee, and be held for restoration as provided in this
Lease. Said trustee shall disburse such proceeds to Tenant upon certification by
Tenant that the amounts requested either shall have been paid in connection with
such restoration or shall be due to contractors, subcontractors, materialmen,
architects, or other persons who have rendered services or who have
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furnished materials for such restoration, and upon completion of such
restoration, the remaining balance, if any, of such proceeds shall be paid to
Landlord. In the event of a condemnation which results in a termination of this
Lease, the award or payment shall be applied first to reduction of the lien of
any first mortgage to which this Lease is subordinate, then to compensate Tenant
for the value of Tenant's leasehold estate, and any balance shall be payable to
Landlord. The preceding shall not preclude, and Tenant shall, in addition, have
the right to make a claim for damages separately awarded to tenants under the
Eminent Domain Code of Pennsylvania, including by way of illustration and not by
limitation, moving and related expenses.
8. Remedies of Landlord. If:
(a) Tenant fails to pay in full, when due, any and all
installments of rent and/or any other charge or payment herein reserved,
included, or agreed to be treated or collected as rent and/or any other charge,
expense, or cost herein agreed to be paid by the Tenant, and such failure is not
cured within ten (10) days after written notice from Landlord to Tenant of such
failure; or
(b) Tenant violates or fails to perform or otherwise
breaks any covenant or agreement (other than those covered in 8(a) herein
contained), and such failure or violation is not cured within thirty (30) days
after written notice from Landlord to Tenant of such failure or violation, or in
the case of a failure or violation which cannot be cured with said thirty (30)
day period, the Tenant has not commenced to cure such failure or violation
within the thirty (30) day period, or has not diligently pursued the completion
of such cure; or
(c) Tenant makes an assignment for the benefit of
creditors, or if a petition in bankruptcy is filed by or against the Tenant, or
a bill in equity or other proceeding for the appointment of a receiver for the
Tenant is filed, or if proceedings for reorganization or for composition with
creditors under any State or Federal law be instituted by or against Tenant, and
in the case of any of the foregoing which is involuntary, such petition, bill in
equity, proceeding for the appointment of a receiver or for reorganization or
for a composition is not terminated or dismissed within sixty (60) days, or if
the real or personal property of the Tenant shall be sold or levied upon by a
Sheriff, Marshall or Constable;
Then, upon written election, but without entry or other
action, Landlord shall have the right to:
(1) (Intentionally Omitted)
(2) Collect and receive from any assignee or sub-
tenant the rents or other charges reserved herein as rent due by such assignee
or sublessee and apply the same to the rent due hereunder. Receipt of such sums
by Landlord shall in no way affect Tenant's obligations to pay any unpaid
balance of rent due hereunder. No payment by subtenant or assignor shall give
such subtenant or assignor any rights greater than those existing between
Landlord and Tenant.
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(3) Terminate this lease without any right on the part
of the Tenant to save the forfeiture by payment of any sum due by other
performance of any condition, term, or covenant broken; whereupon, Landlord
shall be entitled to recover damages for such breach in an amount of rent
reserved for the balance of the term of this Lease, less the fair rental value
of the said Leased Premises, for the residue of said term.
(4) Terminate Tenant's right of continued possession
of the Leased Premises and, from time to time, without terminating this Lease
and without prejudice to any right of Landlord under this Lease, to relet the
Leased Premises or any part thereof for the account and in the name of Tenant,
for any such term or terms and conditions as Landlord in its sole discretion may
deem advisable with the right to make alterations and repairs to the Leased
Premises deemed by Landlord to be necessary in conjunction with such reletting;
and Tenant shall pay to Landlord, as soon as ascertained, the costs and expenses
incurred by Landlord in such reletting and in making such alterations and
repairs. Rentals received by Landlord from such reletting shall be applied:
first, to the payment of any indebtedness, other than rent, due hereunder from
Tenant to Landlord; second, to the payment of the cost of any alterations and
repairs to the Leased Premises necessary to return the Leased Premises to good
condition, normal wear and tear excepted, for uses permitted by this Lease and
the cost of storing any of Tenant's property left on the Leased Premises at the
time of reletting; third, to the payment of rent due and unpaid hereunder; the
residue, if any, shall be held by Landlord and applied in payment of future rent
or damages in the event of termination as the same may become due and payable
hereunder and the balance, if any, at the end of the Lease Term shall be paid to
Tenant. Should such rentals received from time to time from such reletting
during any month be less than that amount which this Lease requires be paid
during that month by Tenant hereunder, the Tenant shall pay the deficiency to
Landlord. Such deficiency shall be calculated and paid monthly. No such
reletting of the Leased Premises by Landlord pursuant to this subparagraph shall
be construed as an election on its part to terminate this Lease unless a notice
of such intention be given by Landlord to Tenant or unless the termination
thereof be decreed by a court of competent jurisdiction; and notwithstanding any
such reletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for such previous breach provided it has not been cured. In
the event Landlord shall elect the remedy in this paragraph (4), Landlord shall
use its best efforts to relet the Leased Premises for the best rent obtainable.
9. Further Remedies of Landlord. In the event of any default
as set forth above, the Landlord, or anyone acting on Landlord's behalf, at
Landlord's option, after notice and expiration of the applicable period in
Section 8 without cure of such default by Tenant:
(a) (Intentionally Omitted)
(b) (Intentionally Omitted)
(c) May Lease said premises or any part or parts thereof
to any person or persons as Landlord in its sole discretion decides, and the
Tenant shall be liable for any loss of
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rent for the balance of the then current term; provided, however, that Landlord
uses its best efforts to relet the said premises for the best rent obtainable.
10. (Intentionally Omitted)
11. Ejectment. When this Lease shall be determined by
condition broken, either during the original term of this Lease or any renewal
or extension thereof, and also when and as soon as the term hereby created or
any extension thereof shall have expired, it shall be lawful for any attorney as
attorney for Landlord to file on behalf of Landlord and Tenant an agreement
permitting and authorizing the entry of an amicable action and judgment in
ejectment in any competent Court against Tenant and all persons claiming under
Tenant for the recovery by Landlord of possession of the herein Leased Premises,
for which this Lease shall be his sufficient warrant, whereupon, if Landlord so
desires, a Writ of Execution or of Possession may issue forthwith, without any
prior writ or proceedings whatsoever. If such an amicable action shall
thereafter, for any reason, be terminated and the possession of the premises
hereby leased remain in or be restored to Tenant, Landlord shall have the right
upon any subsequent default or defaults, or upon the termination of this Lease
as hereinbefore set forth, to bring one or more amicable action or actions as
hereinbefore set forth to recover possession of said premises, and the
termination for any reason of any such prior actions shall not prevent, hinder
or prejudice the right or power of Landlord to bring subsequent actions as set
forth in this paragraph.
12. Affidavit of Default. In any amicable action of ejectment,
Landlord shall first cause to be filed in such action an affidavit made by him
or someone acting for him setting forth the facts necessary to authorize the
entry of judgment, of which facts such affidavit shall be conclusive evidence,
and if a true copy of this Lease (and of the truth of the copy such affidavit
shall be sufficient evidence), be filed in such action, it shall not be
necessary to file the original as a warrant of attorney, any rule of Court,
custom, or practice to the contrary notwithstanding.
13. (Intentionally Omitted)
14. Right of Assignee of Landlord. Any assignee of Landlord's
right, title and interest in this Lease may exercise in its, his or her name,
the right to enter judgment against Tenant and to enforce all of the other
provisions of this Lease.
15. Remedies Cumulative. All of the remedies hereinbefore
given to Landlord and all rights and remedies given to him by law and equity
shall be cumulative and concurrent. No determination of this Lease or the taking
or recovering of the premises shall deprive Landlord of any of his remedies or
actions against the Tenant for rent then due, or rent which, under the terms
hereof, would in the future become due as if there has been no determination, or
for any and all sums due at the time of which, under the terms hereof, would in
the future become due as if there had been no determination, nor shall the
bringing of any action for rent or breach of covenant, or the resort to any
other remedy herein provided for the recovery of rent be construed as a waiver
of the right to obtain possession of the premises.
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16. Miscellaneous Provisions.
(a) (Intentionally Omitted)
(b) Waiver. No consent or waiver, express or implied, by
Landlord or Tenant to or of any breach of any agreement or duty to the other
shall be construed as a consent or waiver of any other breach of the same or any
other agreement or duty.
(c) Approval or Consent. Whenever, after commencement of
the term hereof, any approval or consent by Landlord or Tenant is expressly
required by this Lease, the approval or consent shall not be withheld or delayed
unreasonably.
(d) Notices. Any notice, approval, consent or request
required pursuant to this Lease, shall be in writing and (unless otherwise
specified by fifteen (15) days' prior written notice), shall be addressed to the
party's address stated in paragraph (c) Section 2, 3 and 4 respectively. If so
addressed, it shall, unless otherwise provided herein, be deemed duly given and
received if posted by registered or certified mail, with sufficient postage
prepaid, return receipt requested. If Landlord by notice to Tenant at any time
designates an agent to receive payments or notices, all payments or notices from
Tenant to Landlord shall be sent to said agent until such time as Tenant shall
receive from Landlord written notice of Landlord's termination of such agency.
(e) Cost and Expense. Wherever provision is made in this
Lease for the doing of any act by any person, it is understood and agreed that
said act shall be done by such person at its own cost and expense unless a
contrary intent is expressed.
(f) Successors and Assigns. The terms and provisions of
this Lease shall be binding upon and inure to the benefit of the respective
heirs, executors, administrators, successors and assigns of Landlord and Tenant,
provided that, in any event, Landlord's liability hereunder shall be limited to
Landlord's title or interest in the Building and Leased Premises and the rents,
issues and profits arising therefrom.
(g) Time is of the Essence. The time of payment of rent
and all other times referred to for the performance of any obligation of this
Agreement are hereby agreed to be of the essence of this Agreement.
17. Law Governing - Interpretation. This Lease shall be
governed by and interpreted in accordance with the law of the Commonwealth of
Pennsylvania. If any provision of this Lease or the application of any provision
to any person or any circumstances shall be determined to be invalid or
unenforceable, then such determination shall not affect any other provisions of
this Lease or the application of said provision to any other person or
circumstance, all of which other provisions shall remain in full force and
effect. If any provisions of this Lease is capable of two constructions, one of
which would render the provision void and the other of which would render the
provision valid, the construction which would render the provision valid shall
prevail.
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18. Self-Help.
(a) If Tenant shall default in the performance or
observance of any agreement or condition in this Lease other than an obligation
to pay money, and shall not cure such default within thirty (30) days after
notice from Landlord specifying the default, or in the event such default cannot
be cured within thirty (30) days, Tenant shall not commence to cure such default
within thirty (30) days and diligently pursue completion of such cure, Landlord
may, at its option, without waiving any claim for damages for breach of
agreement, at any time thereafter cure such default for the account of Tenant,
and any amount paid or incurred for the account of Tenant, Tenant agrees to
reimburse Landlord therefor or save Landlord harmless therefrom; provided that
Landlord may cure any such default as aforesaid prior to the expiration of said
30 days but after notice to Tenant if the curing of such default prior to the
expiration of said 30 days but after notice to Tenant is reasonably necessary to
protect the real estate or Landlord's interest therein, or to prevent injury or
damage to persons or property. If Tenant shall fail upon demand to reimburse
Landlord for any amount paid for the account of Tenant hereunder, said amount
shall be added to and become due as a part of the next payment of rent due
hereunder.
(b) If Landlord shall default in the performance or
observance of any agreement or condition in this Lease or shall default in the
payment of any tax or other charge which Landlord is obligated to pay hereunder,
and if Landlord shall not cure such default within ten (10) days in the case of
a default consisting of failure to pay a sum of money, or thirty (30) days in
the case of any other default, after notice from Tenant specifying the default
(or, if such a default cannot be cured within thirty (30) days, Landlord shall
not within said period commence to cure such default and thereafter prosecute
the curing of such default to completion with due diligence), Tenant may, at its
option, without waiving any claim for damages for breach of agreement, at any
time thereafter cure such default for the account of Landlord, and any amount
paid or any contractual liability incurred by Tenant in so doing shall be deemed
paid or incurred for the account of Landlord and Landlord agrees to reimburse
Tenant therefor or save Tenant harmless therefrom, and Landlord agrees that
Tenant may set off any such amounts against any and all rental payments and
other payments thereafter becoming due to Landlord under this Lease until such
indebtedness is fully paid; provided that Tenant may cure any such default as
aforesaid prior to the expiration of said thirty (30) days, but after said
notice to Landlord, if the curing of such default prior to the expiration of
said thirty (30) days is reasonably necessary to protect the real estate or
Tenant's interest therein or to prevent injury or damage to persons or property.
Nothing contained in this Section shall be construed to limit the rights of set
off specifically granted Tenant in Section 4(a) hereof, in Paragraph (c) of
Addendum #3 hereof, or elsewhere in this Lease, nor shall the presence of a
specific right of set off with respect to non-performance of certain obligations
of Landlord hereunder but not others be construed to limit application of the
general right of set off set forth above to any other obligation of Landlord
hereunder.
19. Broker. Tenant represents that it has dealt with no
realtors, brokers, or agents in connection with the negotiation
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of this Lease and the renting of the Leased Premises hereunder. Should any
claims be made for brokerage commissions, through or as a result of dealings of
Tenant or its agents or representatives, Tenant shall indemnify and hold
Landlord harmless against any liability in connection therewith. Landlord shall
pay commissions to brokers only pursuant to separate written agreements between
Landlord and such brokers.
20. (Intentionally Omitted)
21. Alterations. Tenant may, from time to time, at its sole
cost and expense, make such alterations, additions, renovations and repairs
(hereinafter collectively referred to as "Alterations"), in, of, or to the
Leased Premises and install therein such trade and other fixtures (hereinafter
referred to as "Fixtures"), as Tenant deems necessary or desirable, provided
that Tenant shall have first furnished Landlord with copies of the plans of any
proposed Alteration and provided further that, in the case of Alterations to the
structure of the building or effecting a material change in the exterior
appearance of the building, Tenant shall have obtained Landlord's prior written
consent thereto, which consent shall not be unreasonably withheld or delayed.
All Alterations and all Fixtures installed by Tenant in the Leased Premises
shall remain the property of Tenant until the expiration of the term, and Tenant
may (but shall not be obligated to) remove any such Alterations or Fixtures at
or before the expiration of the term, provided that Tenant shall repair any
damage caused by such removal. Landlord shall cooperate with Tenant in obtaining
such building permits, licenses, and other governmental approvals which may be
required in connection with the making of any Alterations, and shall execute
such documents as may be required in furtherance of such purpose. Any
Alterations or Fixtures not removed by Tenant at or prior to the expiration of
the term hereof shall be and become the property of Landlord.
22. Assignment. Tenant shall have the right to assign this
Lease, including, without limitation, Tenant's rights of purchase as set forth
in Section 25 and Addendum #3 hereof, or sublet all or any portion of the Leased
Premises for any use not in violation of this Lease, provided, however, that
Tenant shall nevertheless continue to remain liable hereunder. If Tenant assigns
this Lease, Landlord, when giving notice of any default to said assignee or any
future assignee, shall also serve a copy of such notice upon Chemical Leaman
Corp. or any successor to Chemical Leaman Corp. (Chemical Leaman Corp. or its
successor being hereinafter called "Original Tenant"), and no notice of default
shall be effective until a copy thereof is received by the Original Tenant. The
Original Tenant shall have the same period after receipt of such notice to cure
such default as is given to Tenant under this Lease. If any default of such
assignee is incapable of being cured by the Original Tenant, then,
notwithstanding the failure to cure same, if Landlord shall elect to terminate
such assignee's right of possession without terminating this Lease, the Original
Tenant shall thereupon have the right to resume possession under the terms and
conditions hereof for the remainder of the term hereof, provided the Original
Tenant complies with all of such terms and conditions as the same apply to the
Original Tenant, and if Landlord shall elect to terminate
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this Lease, the Original Tenant shall have the option to enter into a new lease
for the remainder of the term of this Lease (including any options to renew the
term hereof) upon the same terms and conditions as are contained under this
Lease, such new lease to commence on the date of termination of this Lease.
Notwithstanding the foregoing, if Landlord delivers to the Original Tenant,
together with Landlord's notice, a release as to all future liability under this
Lease, the Original Tenant shall not have the foregoing options.
23. Waiver of Landlord's Lien and Distraint. Landlord hereby
waives all liens upon any and all goods, merchandise, equipment, fixtures,
furniture and other personal property owned or leased by Tenant or otherwise
contained in the Leased Premises, and all rights to levy or distrain thereupon
for rent, in arrears, in advance, or both, which may be granted Landlord by or
under any present or future laws. Landlord shall, promptly upon request of
Tenant, execute such documents as Tenant may require confirming the waivers made
by Landlord in this Section.
24. Landlord's Warranties. Landlord represents, warrants and
covenants that:
(i) Landlord has good and marketable title to the interest
of the buyer of the Leased Premises under an installment Agreement of Sale
thereof from Chester County Industrial Development Authority, as the seller,
free and clear of all liens, defects and encumbrances, excepting only those
listed on Exhibit "C" hereto; and
(ii) The Leased Premises are separately assessed for
purposes of the applicable local real estate taxes and constitute a separate
legal subdivision under the applicable local subdivision ordinance.
25 Tenant's Right of First Refusal. Landlord shall not at any
time during the term hereof or any extension hereof sell or convey or agree to
sell or convey the Leased Premises without first having complied with the
requirements of this Section 25. If, at any time and from time to time during
the term of this Lease, or any extensions thereof, Landlord shall desire to sell
or convey the Leased Premises, Landlord shall obtain a bona fide written offer
to purchase all of the Leased Premises upon terms acceptable to Landlord, or
shall enter into a contract to sell all of the Leased Premises subject to this
right of first refusal. Landlord shall, within twenty (20) days after receipt of
such offer or the date of entering into such contract, deliver to Tenant a copy
of such offer or contract which shall contain all the terms and provisions of
the offer or contract of sale. Provided Tenant shall not, at the time of
exercise, be in default beyond expiration of the applicable period in Section 8
hereof, after notice, without cure of such default, Tenant shall have the right,
which must be exercised within thirty (30) days after receipt of such offer or
contract of sale, to purchase the Leased Premises for the same price and
otherwise upon substantially the same terms and conditions as those set forth in
such offer or contract of sale. If Tenant elects not to so purchase the Leased
Premises, then Landlord may sell the Leased Premises to the person making the
offer or entering into the contract only, for the same price and otherwise in
strict accordance with
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the terms and conditions set forth in such offer or contract of sale, or on
terms less favorable to the buyer, within six (6) months thereafter. If such a
sale of the Leased Premises is not consummated by Landlord within such time,
however, Tenant shall continue to have the right of first refusal to purchase
the Leased Premises in the manner hereinbefore provided, under the same or any
other offer or contract of sale.
Except as otherwise provided hereinbelow, Landlord shall not obtain any offer or
enter into any contract of sale applicable to less than all of the Leased
Premises or to the Leased Premises together with any other real or personal
property or subject matter as a unit, and no sale or conveyance pursuant to such
an offer or contract of sale shall be deemed to comply with the terms hereof.
For the purposes of this Section, any sale, conveyance or transfer of all or
substantially all of the partnership interest in Landlord shall be deemed to be
a sale or conveyance of the Leased Premises, and Landlord shall therefore comply
with the provisions hereof in connection with any such sale, conveyance or
transfer. Landlord may obtain an offer or enter into a contract of sale subject
to this right of first refusal applicable to the Leased Premises together with
other real property in the Park (as hereinafter defined) upon condition that
such offer or contract of sale shall apply to all of the Leased Premises and to
a parcel or parcels in the Park cumulatively containing not less than 75% of the
total land area in the Park. The Park shall be the area outlined in red on
Exhibit "E" hereto. For the purposes of this Section, no sale or conveyance by
Landlord of any real property in the Park shall diminish the size or area in the
Park or the amount of land area to which an offer or contract of sale must be
applicable to be permitted hereunder.
IN WITNESS WHEREOF, and intending to be legally bound hereby,
the parties hereto have caused these presents to be executed, under seal, the
day and year first above written.
Attest: LANDLORD:
(Corporate Seal) PICKERING PLACE, A LIMITED PARTNERSHIP
By: PICKERING CREEK INDUSTRIAL PARK,
INC., Sole General Partner of
PICKERING PLACE, A LIMITED
PARTNERSHIP
/s/ [Illegible] By: /s/ Raymond H. Carr
- ----------------------------- ----------------------------
Asst. Sec. President
Attest: TENANT:
(Corporate Seal) CHEMICAL LEAMAN CORP.
/s/ S. F. Niness, Jr. By: /s/ S. F. Niness
- ----------------------------- ----------------------------------
-19-
<PAGE>
ADDENDUM #1 TO LEASE AGREEMENT
Computation of Rent for the Eleventh through Twentieth Years
of Lease Term. For each year of the eleventh through twentieth years of the
lease term, the annual rental rate shall be adjusted by computations based upon
the Consumer Price Index for Rent (sometimes herein referred to as the "CPI for
Rent"). For the purposes of this Addendum and Addendum #2, the Consumer Price
Index for Rent shall refer to the line bearing the designation "Rent,
residential" in the Consumer Price Index for all Urban Consumers prepared by the
Bureau of Labor Statistics (1967 - 100) New Series.
(a) The initial step in these computations shall be to
determine the average annual increase in the Consumer Price Index for Rent
during the ten year period ending the last day of the eleventh calendar month of
the tenth year of the lease term. The average annual increase for this period
shall be computed by dividing the total increase for this period by ten. This
average annual increase shall be a constant to be used in each year for
computing the increase in the annual rental rate. For example, if the Consumer
Price Index for Rent for the month of the commencement of the term shall be
175.0 and for the 11th month of the tenth year of the term shall be 315.0, then
the total increase in the Consumer Price Index for Rent for the ten year period
is 80% and the constant to be applied each year in computing the rental rate
increase shall be 8% (herein referred to as the "CRI Constant").
(b) To determine the rental rate increase for any year of the
11th through 20th years of the lease term, the CRI Constant, obtained by (a)
above, should be multiplied by a specific portion of the prior years rental
rate. This portion in each year shall be the amount by which the immediately
preceeding year's rental exceeded $377,790.86. The resultant increase shall be
added to the prior years rental rate. If, for example, the CRI Constant becomes
8%, as per the example in (a) above, and since the rental rate in the 10th year
is already fixed at $492,911.68, the rentals for the 11th through 20th years
would be computed as follows:
11th year: $492,911.68 (lOth year rental rate)
- 377,790.86 (as per (b) above)
-----------
115,120.82
x .08 (CRI ten year annual average constant)
-----------
9,209.67 (Rental rate increase)
+ 492,911.68 (Prior years rent)
-----------
$502,121.35 (llth year rental rate)
12th year: $502,121.35 (llth year rental rate)
- 377,790.86 (as per (b) above)
-----------
124,330.49
x .08 (CRI ten year annual average constant)
-----------
9,946.44 (rental rate increase)
502,121.35 (Prior years rent)
$512,067.79 (12th year rental rate)
<PAGE>
Using these computations, the annual rental rates in the 13th through 20th
years, if the CRI Constant were to become .08 as used for these examples,
would be:
13th year - $522,809.94 17th year - $575,087.72
14th year - $534,411.47 18th year - $590,871.47
15th year - $546,941.12 19th year - $607,917.92
16th year - $560,473.14 20th year - $626,328.08
(c) In no event shall the rental rate be decreased by
application of the CRI Constant as set forth in this addendum.
(d) In the event that the Department of Labor shall change the
base period used in computing the aforesaid CPI Index for Rent, adjustments
shall be made to reflect the intent of the parties to provide for rental
increases which relate to governmental financial indices as aforesaid. If for
any reason the aforesaid Index shall be discontinued, another appropriate
financial index published by a Federal governmental agency or a financial
institution shall be used. If the parties cannot mutually agree upon the
financial index to be used, the same shall be determined by the Chairman of the
Department of Economics at West Chester State College, West Chester,
Pennsylvania. The cost of such determination shall be shared equally by the
parties.
-2-
<PAGE>
ADDENDUM #2 TO LEASE AGREEMENT
Tenant's Option to Extend Term.
So long as Tenant shall not be in default hereunder beyond the
applicable period after notice of such default, as set forth in Section 8 of
this Lease, at the time of the exercise of its election, Tenant shall have the
right, at its election, to extend the original term of this Lease for one (1)
additional term of ten (10) years, provided that Tenant shall give the Landlord
written notice of the exercise of its election at least 180 days prior to the
expiration of the then current term. The term shall be thereby extended without
the requirement of any action on the part of the Landlord. Tenant may also
terminate this Lease at the end of the original term hereof by giving Landlord
written notice of intent to terminate not less than 180 days prior to expiration
of such time. Provided, however, if Tenant does not give such written notice,
Landlord may terminate this Lease or change the terms of this Lease by written
notice to Tenant given not less than ninety (90) days prior to the expiration of
the term. In the event neither party gives notice, this Lease shall continue on
the same terms and conditions in force immediately prior to the expiration of
the term and for a further period of one year and so on from year to year unless
or until terminated by either party hereto giving the other written notice of
intent to terminate at least 180 days before the end of the then term. Except
for the rental rate for the fixed rent, all of the terms, conditions and
provisions of this Lease shall apply to each extended term. The rental rate for
the fixed rent during each year of such extended term, whether extended by
Tenant's notice or the failure of either party to give notice, shall be computed
in the same manner as the rental rate for the 11th through 20th years of the
lease term (as set forth in Addendum #1, except that the Average Annual Increase
in the CPI for Rent (as computed in (a) of Addendum #1) shall be recomputed
using the ten-year period expiring on the last day of the 11th calendar month of
the last year of the immediately preceeding lease term or extension term). Thus
applying the examples set forth in Addendum #1 and assuming the CPI for Rent has
increased $0.85 during the ten-year period ending the 11th month of the 20th
year of the lease term, the CRI Constant would become 0.085 and the rental rates
for the initial two years of the option term, if Tenant exercises its option,
would be:
1st year: $626,328.08 (20th year rental rate)
- 377,790.86
-----------
248,537.22
x .085 (CRI Constant)
-----------
21,125.66 (rental rate increase)
+626,328.08
-----------
$647,453.74 (lst year rental rate)
2nd year: $647,453 74 (1st year rental rate)
- 377,790.86
-----------
269,662.88
x .085 (CRI Constant)
-----------
22,921.34 (rental rate increase)
+ 647,453.74
-----------
$670,375.08 (2nd year rental rate)
<PAGE>
ADDENDUM #3 TO LEASE AGREEMENT
Construction of Building and Improvements by Landlord.
(a) (1) Landlord agrees to construct on and as part of the
Leased Premises an office building and other improvements and service facilities
therefor (hereinafter collectively referred to as the "building"), all in
accordance with the construction plans and specifications identified on the
schedule of plans and specifications attached hereto as Exhibit "D", as such
plans and specifications may be modified by those of the Change Orders (as
defined in paragraph (b) of this Addendum), which Landlord is obligated to
perform, which plans and specifications, as so modified, are herein referred to
as the "Plans and Specifications". The building shall be located on the premises
described in Exhibit "A", as shown on the site plan identified as Item 1 on
Exhibit "D" hereto, and shall be Ready for Occupancy on or before the Scheduled
Occupancy Date. Subject to paragraph (f) of this Addendum, the Scheduled
Occupancy Date shall be postponed for a period of time equal to the length of
such delays in construction, if any, experienced by Landlord, due to
governmental regulations, acts of God, unusual scarcity of or inability to
obtain labor or materials, labor disputes, or other causes beyond Landlord's
reasonable control. For the purposes of the preceding sentence failure of
Landlord to secure funds to complete the construction of the building shall not
be deemed a cause beyond Landlord's reasonable control. The work to be done by
Landlord shall include payment of all charges involved in the installation of
sewer, water, and electrical facilities servicing the Leased Premises.
For the purposes of this Addendum and paragraph (b) of Section
1 of this Lease, but subject to paragraph (d) of this Addendum, the building
shall be considered Ready for Occupancy when (1) the construction has been
substantially completed, notwithstanding that certain "touch-ups" or
"adjustments" may be required for full completion provided that (i) neither the
failure of completion nor the act of completion shall interfere with Tenant's
use or enjoyment of the Leased Premises or any rights of Tenant under this
Lease, which determination shall be made solely by the Tenant as it applies to
the Plans and Specifications, and (ii) Landlord shall diligently complete any
such touchups or adjustments upon receiving notice thereof; (2) Landlord shall
have obtained and delivered to Tenant all such final and unappealable
governmental permits and licenses as Landlord is obligated to obtain pursuant to
paragraph (1) of Section l(c) of this Lease; and (3) Tenant shall have received
written notice from Landlord that Landlord deems the building to have been
substantially completed in accordance herewith.
(2) For the purposes of the preceding paragraph (1), Landlord
and Tenant agree that in no event shall the Leased Premises be deemed to be
substantially completed, until:
(a) all ceilings and lighting are in and operative;
(b) all walls and partitions have been erected, with all
doors and hardware installed, and have received final painting or wall covering;
<PAGE>
(c) all flooring has been installed, cleaned, and buffed;
(d) all elevators, heating, air conditioning, plumbing and
electrical systems have been installed and are in good working condition; and
(e) debris caused by Landlord's trades, and others have
been removed and the Leased Premises are clean.
(3) Landlord hereby warrants that all construction will be of
a good and workmanlike manner, in full compliance with all laws, rules,
regulations and orders of all governmental authorities having jurisdiction
thereof, in full accordance with the Plans and Specifications, free and clear of
mechanics liens, and agrees to cure, at Landlord's sole cost and expense, any
and all construction defects or variances from the Plans and Specifications or
other breaches of said warranties, promptly after receipt of notice thereof from
Tenant, for a period of one (1) year from the date of substantial completion,
except in the case of defects in: (i) the built-up roof, in which case the
foregoing period shall be two (2) years (provided, however, that Tenant shall
notify Landlord in writing and gain Landlord's written approval, which approval
shall not be unreasonably withheld or delayed, should any penetrations or
additional loads to the roof be contemplated); (ii) items on the Punchlist (as
defined below in paragraph (c)), in which case the period shall be one (1) year
from the date of completion of the item in question); and (iii) latent defects
in the structure of the building, in which case the period shall continue
perpetually. For the purposes of the preceding sentence: (1) Landlord's approval
to penetrations or additional loads to the roof shall be deemed reasonably
withheld if a contractor other than the contractor which originally installed
the roof shall be performing the work resulting in such penetration or
additional load, and (2) Tenant shall notify Landlord of any latent defect in
the building to which Landlord's warranties hereunder apply within 6 years of
the date upon which Tenant first becomes aware of such latent defects. Landlord
agrees to and does hereby assign to Tenant any and all rights of Landlord under
all warranties and guarantees applicable to the building or any portion thereof
or equipment therein or any work performed thereon obtained by Landlord from any
contractor, subcontractor, supplier or other person(s) supplying work or
material for the building which extend beyond the periods in the immediately
preceding sentence, such assignment to be effective immediately upon expiration
of the applicable period. Landlord agrees that Tenant will have the right to
institute and conduct, at its sole cost and expense, in its name, in the name of
Landlord or both, such legal or other proceedings as Tenant may consider
appropriate to recover damages or other relief under any of the guarantees or
warranties hereby assigned to Tenant. Any monetary reward or other relief
recovered by Tenant shall be retained by Tenant alone. Landlord shall fully
cooperate with Tenant in the conduct of such proceedings, and shall, without
limitation, furnish such data, documents, information and assistance and make
such appearances as may reasonably be required by Tenant. Landlord agrees to
execute all necessary instruments in connection with any such proceedings.
-2-
<PAGE>
(b) (1) The plans and specifications listed on Exhibit "D"
hereto shall be final and shall not be changed by Landlord without the prior
written consent of Tenant. Tenant shall, however, have the right to make changes
from time to time in the plans and specifications (which changes are herein
referred to individually as a "Change Order" and collectively as "Change
Orders"), provided such changes do not alter the structure of the building, by
written notice to Landlord specifying such change. Except to the extent that
Tenant may elect to cancel or modify any Change Order by written notice of
cancellation or modification to Landlord prior to Landlord's performance
thereof, Landlord shall cause the construction of the building to be performed
in accordance with all of the Change Orders.
(2) If Tenant shall so request of Landlord, Landlord
shall, prior to performing the work required by any Change Order, promptly
obtain and submit to Tenant not less than three (3) bids from reputable building
contractors for the performance of such work. At Tenant's option, Landlord shall
either:
(i) Accept whichever of such bids Tenant may
designate; or
(ii) Reject all such bids (in which event such Change
Order shall be deemed cancelled); or
(iii) Engage any other contractor designated by Tenant
to perform such work (notwithstanding that such contractor was not originally
selected by Landlord to submit a bid pursuant to the preceding sentence), unless
engaging such contractor would cause a disruptive conflict or controversy with
labor organizations representing trades performing construction of the buildings
for Landlord.
In addition to the foregoing, Landlord shall purchase any items designated by
Tenant which are necessary to complete performance of any Change Order from any
supplier of such item(s) designated by Tenant.
Notwithstanding the foregoing, Landlord shall not be obligated to engage any
contractor designated by Tenant or purchase items from any supplier designated
by Tenant upon condition that, in the case of contractors designated by Tenant,
Landlord shall cause its contractor to perform the work to be performed by
Tenant's contractor for a price not to exceed the bid of Tenant's contractor,
and, in the case of item(s) to be purchased from a supplier designated by
Tenant, Landlord shall supply the identical item(s) for a price not to exceed
the price quoted by Tenant's supplier.
(3) If, as a result of any Change Order, the direct cost
and expense of construction of the building shall be increased, taking into full
account all savings in construction costs resulting therefrom, and whether or
not Landlord shall have received and submitted to Tenant bids in connection with
such Change Orders, as provided above, Landlord shall give Tenant written notice
of such increase (herein referred to as the "Cost Increase") prior to performing
such Change Order. Landlord shall not thereafter proceed to perform such Change
Order until Tenant shall have executed a form ordering the performance of the
Change Order to proceed. If Landlord shall fail to give Tenant notice of any
-3-
<PAGE>
Cost Increase in connection with any Change Order, then, for the purposes of
computing the amounts due from Tenant by reason of such Change Order, as set
forth in Paragraph (4) below, there shall be deemed to be no Cost Increase
resulting from such Change Order (unless the cost of construction shall be
decreased, in which event such decrease shall be accounted for in the matter
therein provided).
(4) Upon Completion of any Change Order resulting in a
Cost Increase, provided Landlord shall have given Tenant written notice thereof
as provided above, Tenant shall pay to Landlord an amount equal to 120.84% of
the Cost Increase. If, as a result of any Change Order, the direct cost and
expense of construction shall instead be decreased, Landlord shall refund any
amounts previously paid by Tenant pursuant to the preceding sentence, up to
79.16% of such decrease, and Tenant shall be entitled to offset any excess or
79.16% of such decrease over the amount of Landlord's refund against amounts
thereafter becoming due from Tenant under the preceding sentence.
(c) Landlord shall prepare and submit to Tenant, together with
Landlord's notice of substantial completion given pursuant to paragraph (a) of
this Addendum, a list of items (herein referred to as the "Punchlist"), which
remain to be performed by Landlord to complete construction of the building in
full accordance with the Plans and Specifications, together with a reasonable
estimate of the cost of performing each such item. Upon submission of the
Punchlist, Landlord shall promptly commence and diligently proceed to perform
all of the items listed thereon. Landlord shall complete such performance within
ninety (90) days after the date of Landlord's notice, except that if final
balancing of the heating, ventilating and air conditioning system shall be an
item on the Punchlist, and the date of substantial completion shall not occur
during the summer season, such final balancing need not be completed unti1
promptly following the commencement of the immediately following summer season.
If Landlord shall fail to perform fully any of the items on the Punchlist within
thirteen months after substantial completion of the building, Tenant shall have,
in addition to Tenant's other rights here under and at law and in equity, the
right to perform such item(s) on behalf of Landlord and do all necessary work in
connection therewith, and Landlord agrees to pay to Tenant forthwith an amount
equal to 150% of the cost of such item(s) as specified on the Punchlist, and
Landlord agrees that Tenant may set off the amount of such indebtedness against
any and all rental payments and other payments thereafter becoming due to
Landlord pursuant to the provisions of this Lease, until such indebtedness is
fully paid. Failure of Landlord to include upon the Punchlist any item which
Landlord may be obligated to perform under the Plans and Specifications shall
not relieve Landlord of such obligation.
(d) If Tenant shall disagree with Landlord's notice stating
that construction of the building has been substantially completed, or upon the
items (or the cost thereof) to appear on the Punchlist, Tenant shall give
Landlord written notice of such disagreement within ten (10) days after actual
receipt of such notice and the Punchlist. Such disagreement(s) shall thereupon
be determined by submission to Paul Restall, whose address is P. O. Box 250,
Swarthmore, Pa. 19081 ("Restall") in a proceeding
-4-
<PAGE>
to be conducted on the Leased Premises on such business day and such business
hour within ten (10) business days after the date of Tenant's notice of
disagreement, as Tenant may specify in such notice. In such proceeding, Landlord
and Tenant shall, in the presence of each other and Restall, each have a full
and fair opportunity to present evidence sustaining their respective positions.
The decision of Restall in any such dispute shall be final, conclusive and
binding upon the parties and not subject to appeal. The cost of any such
proceeding shall be shared equally by Landlord and Tenant. In the event Tenant
shall dispute the date of substantial completion, commencement of the term
hereof and Tenant's rental and other obligations hereunder shall be suspended
until determination of such dispute and Tenant shall not be deemed to be in
default hereunder by reason of non-performance of such obligations. Upon such
determination, the date of substantial completion, as determined by Restall,
shall control for purposes of determining when the Leased Premises are Ready for
Occupancy and the date of the commencement of the term. In the event Restall
shall determine to add to or modify the items and/or the cost of completion
thereof appearing on the Punchlist, such additions and/or modifications shall,
for the purposes of paragraph (c) of this Addendum, be deemed to have appeared
on the Punchlist as originally submitted to by Landlord and the respective
rights and obligations of the parties with regard to such additions and/or
modifications shall be the same as if such additions and/or modifications had
appeared on the Punchlist as originally submitted.
(e) Landlord shall commence construction of the building
promptly after the date of execution hereof, and shall diligently and
continuously proceed with such construction until completion thereof. Anything
contained herein to the contrary notwithstanding, if construction of the
building shall cease, and, in Tenant's reasonable opinion, no material progress
towards completion of construction shall occur for a period of two months
following written notice of such cessation from Tenant to Landlord, then Tenant
shall have the same rights of purchase of the Leased Premises or termination of
this Lease as are set forth in paragraph (f) below, which rights may be
exercised by written notice thereof to Landlord given at any time after the
expiration of such two month period and prior to the active resumption of such
construction.
(f) Anything contained in paragraph (a) of this Addendum or
elsewhere in this Lease to the contrary notwithstanding, if the building shall
not be Ready for Occupancy on or before the date which is 22 months after the
date of execution hereof, Tenant shall have the right, by giving Landlord
written notice of the exercise thereof within sixty (60) days after the
expiration of such 22 month period, either (i) to terminate this Lease,
whereupon this Lease and all of the rights and obligations of the parties
hereunder shall cease and terminate and this Lease shall thereupon become null
and void; or (ii) to purchase the Leased Premises, whereupon Tenant's notice of
exercise of this option to purchase and this Lease shall constitute an agreement
of sale between the parties whereby Landlord shall agree to sell and Tenant
shall agree to purchase the Leased Premises upon the following terms and
conditions:
-5-
<PAGE>
(1) Closing for the purchase of the Leased Premises shall
be held on such date to be not more than four (4) months after Tenant's notice
of exercise of this option to purchase, at such place and at such hour as shall
be designated in such notice.
(2) The purchase price for the Leased Premises shall be a
sum equal to the amount owing from Landlord to the holder of any first mortgage
on the Leased Premises as of the date of Tenant's notice exercising this option
to purchase, plus accrued interest on such amount to the date of closing, plus
Two Hundred Fifty Thousand Dollars ($250,000). Notwithstanding the foregoing, if
Tenant shall elect to take title to the Leased Premises under and subject to
such existing first mortgage, the purchase price shall instead be equal to
$250,000.00.
(3) The purchase price shall be payable by Tenant to
Landlord at the time of closing by cashier's check or certified check or the
plain check of a title insurance company.
(4) Landlord shall pay for any documentary stamps to be
affixed to the deed of conveyance. Realty transfer taxes, if any, imposed upon
or in connection with the conveyance shall be divided equally between Landlord
and Tenant.
(5) Landlord shall convey to Tenant a good and marketable
fee simple title to the Leased Premises, free and clear of all liens,
encumbrances, easements, restrictions and other title objections, except those
numbered 3, 5, 6, 7, 8, 9, 13 and 15 in Exhibit "C" hereto,* and to the lien of
any first mortgage to which this Lease is subordinate, if Landlord shall elect
to take title subject to such first mortgage as provided in paragraph (2) of
this option. Tenant's title shall be insurable as aforesaid at ordinary rates by
any reputable title company of Tenant's choice.
(6) If title to the Leased Premises shall not be in
accordance with the requirements of paragraph (5) above, Tenant shall have the
option of taking such title to the Leased Premises as Landlord can give, with an
appropriate abatement of the purchase price for all monetary liens of
ascertainable amount, and/or of terminating this Lease, or of continuing this
Lease in effect.
(7) Real estate taxes and water and sewer rents and
charges shall be apportioned pro rata on a per diem basis as of the date of
settlement.
(g) If, by reason of the events described in paragraphs (e) or
(f) hereof, Tenant shall have a right to purchase the Leased Premises and Tenant
shall request any documents or information for the purpose of enabling Tenant to
determine whether or not to exercise its right to purchase, Landlord shall
promptly comply with such request and deliver such documents and information,
and Tenant or its nominee shall have the right to audit all of Landlord's books
and records pertaining to the Leased Premises and construction of the building
thereon prior to exercising any right to purchase the Leased Premises.
*to the usual survey exception,
-6-
<PAGE>
(h) The foregoing rights to terminate this Lease or purchase
the Leased Premises set forth in paragraphs (e) and (f) above shall constitute
Tenant's sole remedies in the event of the defaults described in such
paragraphs, and Tenant shall have no right to sue for damages in the event of
any such default.
(i) Tenant and its authorized representatives shall have the
right, from time to time, during the course of construction of the building, to
enter upon the Leased Premises for the purpose of inspecting the work, taking
measurements and making plans, and, provided that such entry shall not interfere
with Landlord's construction of the building and provided further that Tenant
shall have acknowledged to Landlord that Landlord has fulfilled its obligation
to remove all debris from the portion of the Leased Premises to be so entered
and to leave such portion clean, so that Landlord shall not thereafter have any
obligation to clean such portion (unless Landlord shall be responsible for
further dirt and debris therein), then for the purposes of installing trade
fixtures and interior decor, and for any other such purposes other than
operation of an office as may be appropriate or desirable, without being deemed
thereby to have occupied the Leased Premises for the purposes of Section 1(b) of
this Lease or obligated itself to pay rent or other charges. Tenant agrees that
Landlord shall have no liability for damage to any property of Tenant stored in
the Leased Premises during construction except for damage caused by negligence
of Landlord, its employees, agents or invitees.
(j) Landlord agrees to supply Tenant with copies of all
inspection reports it receives from the holder of any construction or permanent
mortgages upon the Leased Premises within five days after receipt of such
reports from such holders.
-7-
<PAGE>
ADDENDUM #4 - ENFORCEMENT OF DECLARATION OF PROTECTIVE RESTRICTIONS
Landlord and Tenant acknowledge that the Leased Premises,
together with certain other parcels of land forming Pickering Creek Industrial
Park, are subject to certain restrictions and other provisions set forth in a
certain Declaration of Protective Restrictions, recorded in the Office of the
Recorder of Deeds in and for Chester County, in Deed Book 175, Page 946, a copy
of which is attached to this Lease as Exhibit "B" (the "Declaration"). Landlord
represents and warrants that, as of the date of execution hereof, Landlord has
the right and power to enforce the covenants, restrictions and other provisions
contained in the Declaration upon and with respect to all parcels of land which
are outlined in green on Exhibit "E" hereto (herein collectively referred to as
the "Neighboring Parcels"). Landlord agrees that:
(i) Landlord shall, upon request of Tenant, enforce the
restrictions contained in the Declaration, including, without limitation, those
restrictions set forth in Paragraph 2 thereof, upon all of the Neighboring
Parcels, and shall not grant any variances from said restrictions without the
prior written consent of Tenant; and
(ii) The construction and use of the building contemplated by
this Lease is permitted and does not violate any of the covenants, restrictions
or provisions of the Declaration or any other recorded document affecting the
Leased Premises; and
(iii) Whenever in this Lease Tenant is granted any right or
privilege (including, without limitation, rights or privileges conditioned upon
Landlord's consent, which is not to be unreasonably withheld or delayed), which
right or privilege does or may conflict with any restriction in the Declaration,
Landlord shall, and does hereby, approve such variances and grant such consents
and approvals as may be required from Landlord, as grantee of the power to
enforce the covenants, restrictions and provisions of the Declaration, as may be
necessary or desirable in order to effectuate fully the terms and provisions of
this Lease.
<PAGE>
DECLARATION OF PROTECTIVE RESTRICTIONS
PICKERING CREEK INDUSTRIAL PARK, INC., a Pennsylvania
corporation, hereinafter called "Pickering Creek", is the owner of land situate
in Uwchlan Township, Chester County, Pennsylvania, bounded generally on the
West by the center line of Gordon Drive (Pennsylvania Legislative Route 147,
Spur E), on the North by lands now or formerly of Norman G. Maxton and the
Pennsylvania Turnpike Commission, on the East by lands now or formerly of David
B. Sharp, Jr. and Raymond Rhine and Sharp Lane (Township Route 472), and on the
South by lands now or formerly of United Church of Christ and Elwood J. Brumgard
and West Chester-Pottstown Pike (Route #100), said land being all land owned by
Pickering Creek in Uwchlan Township lying East of the center line of Gordon
Drive (being herein called the "Restricted Area") and part of the premises which
Roy S. Vollmer and Jeannette S. Vollmer, his wife, by Deed dated December 16,
1966 and recorded in the Office for the Recording of Deeds in and for Chester
County, Pennsylvania, in Deed Book I-37, page 376 &c., granted and conveyed to
Pickering Creek.
Pickering Creek, for itself and its successors in title to
land in the Restricted Area, hereby declares that all land in the Restricted
Area shall be held subject to and with the benefit of the restrictions and
provisions set forth in this Declaration, it being the intent of this
Declaration that any and all grantees and their respective successors in title
to Pickering Creek to land in the Restricted Area shall, by acceptance of
conveyance land in the Restricted Area, hold their land, and that Pickering
Creek shall hold the land retained by it in the Restricted Area, subject to and
with the benefit of said restrictions and provisions, as covenants running with
the land and as equitable servitudes for the mutual benefit of such lands and
their owners in order to assure development of the Restricted Area as a Garden-
Type Industrial Center.
<PAGE>
1. As used in this Instrument:
(a) "Plan-Approving Agent" means Pickering Creek and its
corporate successors until it and they cease to own of record any land in the
Restricted Area, and thereafter, if Pickering Creek, or its corporate
successors, has conveyed of record all land then owned by it in said Area by
conveyance containing an express grant to the grantee of rights to approve plans
and grant variations as hereinafter provided and a certificate that the grantee
either controls or is controlled by the grantor, Plan-Approving Agent shall mean
such grantee and successive grantees under like conveyances until such a grantee
ceases to own of record any land in the Restricted Area. After conveyance by
Pickering Creek or its corporate successors or such a grantee of all land in the
Restricted Area then owned by the grantor without such an express grant of
rights and certificate, then the Plan Approving Agent shall be such entity,
person or body of persons designated from time to time by the owners of the
majority of acreage in the Restricted Area by written instrument recorded in the
Office for the Recording of Deeds in and for Chester County, Pennsylvania.
(b) "Site" means an area of land in the Restricted Area in
the same ownership, either shown as one lot on a recorded plan, or, if not so
shown, described as the site for one or more buildings by the owner in a
recorded instrument, whether or not in either case acquired at one time, or
previously so shown as more than one lot or also shown or described for the
purpose of lease, but not conveyance, as more than one lot.
(c) "Street" means any publicly maintained roadway, and any
private roadway maintained for service to two or more owners or sites.
-2-
<PAGE>
(d) "Garden-Type Industrial Center" means, for the purposes
of this Declaration, an industrial development for uses permitted by the
applicable Zoning requirements of the public authorities as the same may exist
from time to time, having open areas, landscaping, exterior appearance and
parking and loading facilities conforming in overall effect to those provided by
the restrictions set forth in this Declaration.
2. Until December 31, 1999, and except as provided in
Paragraph 3 below, the Restricted Area shall be subject to restrictions as
follows:
(a) No building shall be located within seventy-five feet
of any Street.
(b) All loading and unloading facilities shall be located
on those sides of a building which does not face a street or to the rear of such
building.
(c) The exterior wall of each building which faces a street
shall be faced with brick and all other exterior walls shall be faced with brick
or stuccoed block, provided that any of such walls may be faced with other
durable material of equal or greater aesthetic and structural acceptability
which shall be subject to the prior written approval of the Plan Approving
Agent. Foundations, windows, doors, panels over windows and doors and trim shall
not be considered facing.
(d) Within seventy-five feet from any Street there shall be
located only green areas of grass, plants, shrubs and trees, and walks and
driveways necessary for access, necessary utility lines, directional signs and
parking areas.
(e) No business shall be conducted on any Site without
first providing facilities for parking, loading and unloading, reasonably
sufficient to service the business without using adjacent streets therefor.
-3-
<PAGE>
(f) The exterior appearance of buildings and Sites shall
not be permitted to become unsightly and no open storage shall be permitted
unless the same shall be not detrimental to the appearance of a Garden-Type
Industrial Center and unless screened from view from Streets and adjoining land
by solid walls, solid fences or solid hedges not less than 6 feet in height, the
plans for which are subject to approval in writing by the Plan Approving Agent.
(g) All signs, other than directional signs, shall be
erected on exterior building walls or on the roof of the building. All lettering
shall be "open" and shall not be more than 8 feet in height. Flashing signs
shall not be permitted.
(h) No site or building or other structure shall be used in
any manner which is detrimental or objectionable to a Garden-Type Industrial
Center by reason of noise, odor, vibration, smoke or hazardous operation.
(i) No building, exterior sign or structure shall be
erected or exterior structural alteration or addition made except pursuant to
plans approved in writing by the Plan-Approving Agent as to landscaping and
architectural conformity to a Garden-Type Industrial Center, which approval
shall not be unreasonably withheld.
3. The Plan-Approving Agent may from time to time by written
instrument grant variations from application of particular provisions of
Paragraph 2 above to particular buildings or Sites where in the opinion of the
Agent, as certified in the instrument, desirable relief can be granted without
substantial detriment to the development of the Restricted Area as a Garden-Type
Industrial Center and without substantial detriment to the portions thereof
theretofore built upon.
4. The restrictions and provisions set forth in this
Declaration shall run with the land, and the Plan-Approving Agent or other owner
of land within the Restricted Area may enforce the same.
-4-
<PAGE>
5. Enforccment and remedy under this Declaration shall be only
by proceeding in equity to restrain violations. Any construction, other than
exterior signs, driveways, parking areas, grading and landscaping, completed for
more than three months shall be deemed to comply unless proceeding for
enforcement has theretofore been commenced and notice thereof recorded
appropriately to affect the record title to the land where the construction is.
Failure to enforce any restriction or provision of this Declaration shall not,
except as provided above in this paragraph, be deemed a waiver of the right to
do so thereafter as to the same breach or as to one occurring prior or
subsequent thereto. Invalidation by Judgment of Court of any one of said
restrictions or provisions or of any act done pursuant thereto shall in nowise
affect any other restriction or provision of this Declaration or act done
pursuant thereto as herein provided, which shall remain in full force and
effect. No owner shall be responsible except for violations occurring on his
land while owner.
6. Pickering Creek has not imposed, either expressly or
impliedly, the restrictions and provisions contained in this Declaration upon
other land owned by it outside of the perimeter of the Restricted Area, and said
other land shall not be subject to said restrictions and provisions and may be
conveyed free and clear thereof.
IN WITNESS WHEREOF, and intending to be legally bound hereby
Pickering Creek has caused this Declaration to be duly executed this 5th day of
October, A.D. 1967.
(Corporate Seal) PICKERING CREEK INDUSTRIAL PARK, INC.
Attest: /s/ [Illegible] By: /s/ Raymond H. Carr
--------------------- ---------------------------------
Secretary President
-5-
<PAGE>
<TABLE>
<CAPTION>
Plans and Specifications
DRAWINGS
Drawing
No. Number Title Prepared By Date
- --- ------- ----- ----------- ----
<S> <C> <C> <C> <C>
1. A-1 Grading & Site Develop- Roland A. Dunlap, 10/23/1978
ment Plan for Pickering Registered Surveyor, Last revised
Creek Industrial Park Brandamore Road, 9/10/1979
Lots 16 and 17 Brandamore, Pa. 19316
(K&C Inc. Job No. 74003)
2. A-2 Building No. 29, First Knauer & Carr, Inc., 10/18/1979
& Second F1. Plan Builder, K & C., Inc.,
Engr. Dept. ("K&C, INC."),
drawn by M2v, Job No. 74003
3. A-2A Building No. 29, 1st K & C, Inc., drawn by 10/8/1979
Floor Core Area Plan P.G.S., Job No. 74003
& Details
4. A-2B Building No. 29, 2nd K & C, Inc., drawn by 10/8/1979
Floor Core Area Plan & P.G.S., Job No. 74003
Details
5. A-3 Building No. 29, Third K & C, Inc., drawn by 10/18/1979
& Fourth F1. Plan M2, Job No. 74003
6. A-3A Building No. 29, 3rd K & C, Inc., drawn by 10/8/1979
Floor Core Area Plan P.G.S., Job No. 74003
& Details
7. A-3B Building No. 29, 4th K & C, Inc., drawn by 10/8/1979
& 5th Floor Core Area P.G.S., Job No. 74003
Plan & Details
</TABLE>
EXHIBIT "D"
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
8. A-4 Building No. 29, Fifth K & C, Inc., drawn by 10/18/1979
& Penthouse Plan M2, Job No. 74003
9. A-4A Penthouse Floor (Prelim.) (No information) 10/19/1979
10. A-5 Building No. 29, Wall K & C, Inc., drawn by 10/3/1979
Section & Details D.C., Job No. 74003
11. A-5A Building No. 29, Cross K & C, Inc., drawn by 10/26/1979
Section M2, Job No. 74003
12. A-6 Northeast Elevation (No information) 10/26/1979
13. S-1 Building No. 29, K & C, Inc., drawn by 10/26/1979
Foundation Plan M2, Job No. 74003
14. E-1 Electrical Contract No. 1, Authur Parker Associates, 4/15/1979
Pickering Place Electrical Consulting
Office Building, Engineers,
Lionville, Pa., 1382 Anthony Wayne Drive,
Knauer & Carr, Inc., Wayne, Pa. 19087,
200 Sharpe Lane, drawn by 1-a.p.a.
Lionville, Pa. 19353
15. M-2 Plumbing Riser Diagram Smith & Boucher, Inc., Con- Undated
& Fire Protection Riser sulting Engineers, 2420
Diagram, Pickering Pershing Road, Suite 333,
Creek Office Building, Kansas City, Missouri 64108,
Lionville, Pa. drawn by D.W.E., checked by
J.L.B., Project No. 2027
16. S-2 Pickering Place Marshall & Brown, drawn by 4/3/1979
Office Building, S.P.M., checked by C.C.,
Lionville, Pa., Project No. 2027
2nd & 3rd Flr.
Framing
</TABLE>
Page 2
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
17. 1 Planting Plan K & C, Inc. - Thompson Design 10/18/1979
Associates, Berwyn, Pa.
drawn by Farley, Job No. 29
18. 2 Details & Detail K & C, Inc. - Thompson Design 10/18/1979
Plan "B" Associates, drawn by Farley,
Job No. 29
</TABLE>
SPECIFICATIONS
1. Pickering Place Office Building, Lionville, Pennsylvania,
for Knauer & Carr, Inc., 200 Sharpe Lane, Lionville, Pa. 19353, March 1979;
Marshall & Brown, Architects/Engineers/Planners, 9209 West 110 Street, Overland
Park, Kansas 66210; Smith & Boucher, Mechanical/Electrical Engineers, 2420
Pershing Road, Kansas City, Missouri 64108; Knauer & Carr, Inc., Building No.
29, Project No. 2027. Landlord and Tenant have initialed each page of the
approved copy of these specifications.
2. Building No. 29, Interior Finishes (a copy of this item is
attached to this Exhibit).
SUBMISSION OF PLANS BY TENANT
Tenant shall, on or before February 1, 1980 submit to Landlord
architectural plans (hereinafter referred to as "Tenant's Plans") covering the
layout of the interior partitions in the building in order to permit Landlord to
perform the interior finishing of the building. If Tenant's Plans shall deviate
from the plans and specifications listed in this Exhibit "D", or, in the opinion
of Landlord, Tenant would be, under the terms of this Lease, obligated to make
any payment to Landlord by reason of the performance by Landlord of construction
in accordance with Tenant's Plans, Landlord shall give Tenant written notice of
such fact within twenty (20) days after receipt of Tenant's Plans. If Tenant's
Plans do, in fact, under the terms hereof, provide for any such deviation, or
for construction which would give rise to an obligation by Tenant to make such a
payment to Landlord, Tenant's Plans, shall, to that extent, thereupon, for the
purposes of this Lease, be treated as a Change Order, and Landlord and Tenant
shall have all of their respective rights and obligations in connection
therewith as are set forth in Addendum #3 to this Lease, including, without
limitation, the obligation of Landlord to give notice of any Cost Increase in
connection therewith as set forth in paragraph (a) (3) thereof, and to obtain
bids, in connection therewith, as set forth in paragraph (a) (2) thereof. If
Tenant shall fail to submit Tenant's Plans timely, then subject to paragraph (f)
of Addendum #3 the Scheduled Occupancy Date shall be postponed for a period of
time equal to the length of such delay by Tenant. Such postponement shall be the
sole remedy of Landlord in the event of such a delay by Tenant.
<PAGE>
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE is entered into this 14th day of
November, 1979, by and between PICKERING PLACE, A LIMITED PARTNERSHIP, a
limited partnership organized and existing under the laws of the Commonwealth of
Pennsylvania (sometimes herein referred to as "Landlord") and CHEMICAL LEAMAN
CORP., a Pennsylvania corporation (sometimes herein referred to as "Tenant").
1. The name of the lessor is Pickering Place, A Limited
Partnership, a Pennsylvania limited partnership.
2. The name of the lessee is Chemical Leaman Corp., a
Pennsylvania corporation.
3. The address of the lessor, as set forth in the Lease, is
200 Sharpe Lane, Lionville, Pennsylvania 19353.
4. The address of the lessee, as set forth in the Lease, is
(i) until commencement of the term, 520 East Lancaster Avenue, Downingtown,
Pennsylvania 19335, and (ii) at the demised premises, 102 Pickering Way,
Lionville, Pennsylvania 19353.
4. The date of the Lease is the same as the date of this
Memorandum of Lease.
5. The demised premises are described in Exhibit "A" attached
hereto.
6. The provisions of the Lease pursuant to which the date of
commencement of the term is fixed are set forth in Exhibit "B" attached hereto.
7. The initial term of the Lease is for 20 years, terminating
at midnight of the last day of the calendar month in which the twentieth
anniversary of the commencement date occurs.
<PAGE>
If neither party gives notice of termination, as provided in the Lease, the
terms continues thereafter for a further period of one year and so on from year
to year until terminated by notice from either party to the other at least 180
days before expiration of the then current term.
8. The lessee has one optional renewal period of ten years,
the expiration of which shall occur on the last day of the calendar month in
which the thirtieth anniversary of the commencement date occurs.
9. The lessee has a right of first refusal to purchase the
demised premises throughout the term of the Lease, which right continues until
expiration of the term as the same may be extended.
10. The Lease grants to the lessee certain rights with respect
to certain parcels of land adjacent to the demised premises as follows:
ADDENDUM #4 - ENFORCEMENT OF DECLARATION OF
PROTECTIVE RESTRICTIONS
Landlord and Tenant acknowledge that the Leased Premises,
together with certain other parcels of land forming Pickering Creek Industrial
Park, are subject to certain restrictions and other provisions set forth in a
certain Declaration of Protective Restrictions, recorded in the Office of the
Recorder of Deeds in and for Chester County, in Deed Book 175, Page 946, a copy
of which is attached to this Lease as Exhibit "B" (the "Declaration"). Landlord
represents and warrants that, as of the date of execution hereof, Landlord has
the right and power to enforce the covenants, restrictions and other provisions
contained in the Declaration upon and with respect to all parcels of land which
are outlined in green on Exhibit "E" hereto (herein collectively referred to as
the "Neighboring Parcels"). Landlord agrees that:
(i) Landlord shall, upon request of Tenant, enforce the
restrictions contained in the Declaration, including, without limitation, those
restrictions set forth in Paragraph 2 thereof, upon all of the Neighboring
Parcels, and shall not grant any variances from said restrictions without the
prior written consent of Tenant; and
-2-
<PAGE>
(ii) The construction and use of the building contemplated by
this Lease is permitted and does not violate any of the covenants, restrictions
or provisions of the Declaration or any other recorded document affecting the
Leased Premises; and
(iii) Whenever in this Lease Tenant is granted any right or
privilege (including, without limitation, rights or privileges conditioned upon
Landlord's consent, which is not to be unreasonably withheld or delayed), which
right or privilege does or may conflict with any restriction in the Declaration,
Landlord shall, and does hereby, approve such variances and grant such consents
and approvals as may be required from Landlord, as grantee of the power to
enforce the covenants, restrictions and provisions of the Declaration, as may be
necessary or desirable in order to effectuate fully the terms and provisions of
this Lease.
11. *
IN WITNESS WHEREOF, the parties hereto have hereunto
set their hands and seals the day and year first above written.
PICKERING PLACE, A LIMITED PARTNERSHIP,
By its sole General Partner,
PICKERING CREEK INDUSTRIAL PARK, INC
General Partner
Attest:
/s/ [Illegible] By: /s/ Raymond H. Carr
- ----------------------------------- ---------------------------------
President
CHEMICAL LEAMAN CORP.
Attest:
/s/ S.F. Niness, Jr. By: /s/ S.F. Niness
- ------------------------------------ ---------------------------------
* This Memorandum of Lease is intended for recording purposes only and does
not supercede, diminish, add to or change the terms of the Lease.
-3-
<PAGE>
1(b). Term. The term of the Lease shall commence upon either
(i) the tenth day following the date on which the Leased Premises are Ready for
Occupancy, determined as set forth in paragraphs (a) and (d) of Addendum #3
hereto, or (ii) the date on which the Leased Premises are occupied by the
Tenant, whichever first occurs, and shall continue for twenty (20) years,
terminating at midnight of the last day of the calendar month in which the
twentieth (20th) anniversary of the commencement date occurs.
1(c). Promptly after the date of execution hereof (or, in the case
of applications dependent upon construction of the building, as soon as such
applications are permissible), Landlord shall apply for, and use its best
efforts to obtain in final and unappeal form, all such zoning, subdivision,
building, Department of Environmental Resource and other federal, state and
local governmental permits and licenses as may be required for lawful
construction of the building (as defined in paragraph (a) of Addendum #1 hereto)
and for Tenant's lawful use and occupancy of the Leased Premises as a corporate
headquarters and office building, including,, without limitation, a final
certificate of occupancy from Uwchlan Township and all required approvals from
the Department of Labor and Industry in Harrisburg.
Addendum #3
(A)(1) For the purposes of this Addendum and paragraph (b) of
Section 1 of this Lease, but subject to paragraph (d) of this Addendum, the
building shall be considered Ready for Occupancy when (1) the construction has
been substantially completed, not withstanding that certain "touch-ups" or
"adjustments" may be required for full completion provided that (i) neither the
failure of completion nor the act of completion shall interfere with Tenant's
use or enjoyment of the Leased Premises or any rights of Tenant under this
Lease, which determination shall be made solely by the Tenant as it applies, to
the Plans and Specifications, and (ii) Landlord shall diligently complete any
such touch-ups or adjustments upon receiving notice thereof (2) Landlord shall
have obtained and delivered to Tenant all such final and unappealable
governmental permits and licenses as Landlord is obligated to obtain pursuant to
paragraph (1) of Section 1(c)) of this Lease; and (3) Tenant shall have received
written notice from Landlord that Landlord deems the building to have been
substantially completed in accordance herewith.
(2) For the purposes of the preceding paragraph (1), Landlord
and Tenant agree that in no event shall the Leased Premises be deemed to be
substantially completed, until:
(a) all ceilings and lighting are in and operative;
(b) all walls and partitions have been erected, with
all doors and hardware installed, and have received final painting or wall
covering;
(c) all flooring has been installed, cleaned, and
buffed;
EXHIBIT "B"
Page 1 of 2
<PAGE>
(d) all elevators, heating, air conditioning,
plumbing and electrical systems have been installed and are in good working
condition; and
(e) debris caused by Landlord's trades, and others
have been removed and the Leased Premises are clean.
(3) If Tenant shall disagree with Landlord's notice stating
that construction of the building has been substantially completed, or upon the
items (or the cost thereof) to appear on the Punchlist, Tenant shall give
Landlord written notice of such disagreement within ten (10) days after actual
receipt of such notice and the Punchlist. Such disagreement(s) shall thereupon
be determined by submission to Paul Restall, whose address is P. O. Box 250,
Swarthmore, Pa. 19081 ("Restall") in a proceeding to be conducted on the Leased
Premises on such business day and such business hour within ten (10) business
days after the date of Tenant's notice of disagreement, as Tenant may specify in
such notice. In such proceeding, Landlord and Tenant shall, in the presence of
each other and Restall, each have a full and fair opportunity to present
evidence sustaining their respective positions. The decision of Restall in any
such dispute shall be final, conclusive and binding upon the parties and not
subject to appeal. The cost of any such proceeding shall be shared equally by
Landlord and Tenant. In the event Tenant shall dispute the date of substantial
completion, commencement of the term hereof and Tenant's rental and other
obligations hereunder shall be suspended until determination of such dispute and
Tenant shall not be deemed to be in default hereunder by reason of
non-performance of such obligations. Upon such determination, the date of
substantial completion, as determined by Restall, shall control for purposes of
determining when the Leased Premises are Ready for Occupancy and the date of the
commencement of the term.
EXHIBIT "B"
Page 2 of 2
<PAGE>
[MAP OF PICKERING INDUSTRIAL PARK]
PICKERING INDUSTRIAL PARK
LIONVILLE, PENNA.
UWCHLAN TWP. CHESTER CO., NOV. 16, 1997
EXHIBIT "E"
Park -- Outlined in Red. The Park includes all areas outlined in red except
those parcels owned by the occupants of the buildings marked with
an "X".
Neighboring Parcels -- Outlined in Green.
<PAGE>
COMMONWEALTH OF PENNSYLVANIA :
: SS.
COUNTY OF :
On this, the 14th day of November, 1979, before me, the
subscriber, a notary public in and for the Commonwealth of Pennsylvania,
personally appeared S. F. Niness, who acknowledged himself to be the Chairman of
the Board of CHEMICAL LEAMAN CORP., a corporation, and that he, as such Chairman
of the Board being authorized to do so, executed the foregoing Memorandum of
Lease for the purposes therein contained by signing the name of the corporation
by himself as Chairman of the Board.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
/s/ LORETTA F. SIMON
----------------------------------
Notary Public
My Commission Expires: 8/30/80
(Notarial Seal)
NOTARY PUBLIC
CHESTER COUNTY, DOWNINGTOWN, PA
My Commission Expires August 30, 1980
<PAGE>
COMMONWEALTH OF PENNSYLVANIA :
: SS.
COUNTY OF :
On this, the 14th day of November, 1979 before me, the
subscriber, a notary public in and for the Commonwealth of Pennsylvania,
personally appeared Raymond H. Carr who acknowledged himself to be the President
of PICKERING CREEK INDUSTRIAL PARK, INC., a corporation and sole general partner
of Pickering Place, A Limited Partnership, a limited partnership, organized and
existing under the laws of the Commonwealth of Pennsylvania, and that he, as
such President, executed the foregoing Memorandum of Lease for the partnership
for the purposes therein contained by signing the name of the corporation by
himself as President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ LORETTA F. SIMON
----------------------------------
Notary Public
My Commission Expires: 8/30/80
(Notarial Seal)
NOTARY PUBLIC
CHESTER COUNTY, DOWNINGTOWN, PA
My Commission Expires August 30, 1980
EXHIBIT 10.34
<PAGE>
REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement, dated June 28, 1996 by and among FLEET
ACQUISITION CORPORATION, a Delaware corporation ("Company"), and ASSOCIATES
COMMERCIAL CORPORATION ("Secured Party").
PRELIMINARY STATEMENT
The Company has requested the Secured Party to provide the Company with
a credit facility in the amount of $10,000,000.
The Secured Party is willing to provide the Company with a credit
facility upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and intending to be
legally bound hereby the parties hereto agree as follows:
SECTION 1
THE CREDIT
1.1 REVOLVING CREDIT LOANS. Secured Party agrees to make loans (herein
called "Revolving Credit Loans" or "Loans") to the Company from time to time
during the period commencing on the date hereof and ending June 30, 1998 or on
any earlier date as provided in Section 6.1 hereof (herein called the
"Termination Date"), in principal amounts not to exceed at any one time
outstanding, in the aggregate, the amount of $10,000,000 (such sum being
referred to herein as the "Commitment Amount"), subject to the Borrowing Base
requirements set forth below and all other terms and conditions herein,
including, without limitation, Sections 4.2 and 5.2 below (such agreement to
make Loans is referred to herein as the "Commitment").
Each Revolving Credit Loan shall be in the minimum principal amount of
$100,000 or if greater, then in multiples of $100,000. Within the limits of the
lower of the Commitment Amount or the Borrowing Base, the Company may borrow,
prepay and reborrow from time to time.
1.2 EVIDENCE OF DEBT. The Secured Party's books and records shall be prima
facie evidence of the aggregate amount from time to time owing under the
Revolving Credit Loans.
1.3 FUNDING PROCEDURES FOR REVOLVING CREDIT LOANS. Each Revolving Credit
Loan shall be requested by delivery to the Secured Party of a written loan
request signed by an officer of the Company designated by resolution of the
Board of
-1-
<PAGE>
Directors of the Company from time to time (the "Approved Officers") in
substantially the form attached hereto as Exhibit A ("Revolving Loan Request").
Each Revolving Loan Request shall be delivered to, and shall be received by
Secured Party not less than three Business Days prior to the date of the
proposed Loan. "Business Day" shall mean any day that is not a Saturday, Sunday
or other day in which banking institutions in Dallas, Texas are authorized or
required by law or executive order to close. Each Revolving Loan Request shall
be accompanied by a certificate ("Borrowing Base Certificate"), in substantially
the form attached hereto as Exhibit B, signed by an Approved Officer of the
Company.
1.4 COMMITMENT FEE. In consideration for Secured Party issuing the
Commitment, the Company agrees to pay Secured Party a fee ("Commitment Fee")
computed monthly at the rate of .04167% per month on the difference between the
Commitment Amount and the average daily unpaid principal balance owing under the
Revolving Credit Loans during the preceding month. The Commitment Fee shall be
paid on the fifth day of each month commencing on the first such day after the
date hereof. The Commitment Fee shall be calculated on the basis of a 365 or
366-day year, as the case may be, for the actual number of days elapsed.
1.5 REVOLVING CREDIT LOAN PREPAYMENTS. Under Section 5.2(a), the Company
may be obligated to make certain mandatory prepayments on the unpaid principal
amount of the Revolving Credit Loans. In addition, the Company may prepay the
Revolving Credit Loans in whole at any time or in part from time to time, in
either case with accrued interest to the date of such prepayment on the
principal amount being prepaid, provided that each such partial prepayment shall
be in the principal amount of $100,000 or an integral multiple thereof.
Prepayments shall be without premium or penalty.
1.6 TERM LOAN. Subject to the terms and conditions set forth herein,
Secured Party agrees to extend, on June 30, 1998 the time for the payment of the
then remaining aggregate principal balance of the Revolving Credit Loans. The
Company's obligations under such extension shall be referred to herein as the
"Term Loan".
1.7 TERM LOAN REQUEST. The Company must request the Term Loan by delivering
to Secured Party, in sufficient time such that it is received by Secured Party
prior to June 30, 1998 a written extension request signed by an Approved Officer
of the Company in substantially the form attached hereto as Exhibit C (the "Term
Loan Request"). The Term Loan shall be due in forty-eight (48) equal consecutive
monthly installments of principal due on the first day of each month commencing
on August 1, 1998. Each installment shall be rounded upwards to the next whole
dollar except in the case of the final installment which shall be in an amount
sufficient to pay in full the remaining unpaid principal amount of the Term
Loan. Each principal installment shall be accompanied by a payment of interest
accrued to the date of such installment.
1.8 TERM LOAN PREPAYMENTS. Under Section 5.2(a), the Company may be
obligated to make certain mandatory prepayments on the unpaid principal amount
of the
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Term Loan. In addition, the Company shall have the right to prepay the Term
Loan in whole at any time or in part from time to time, together with accrued
interest to the date of such prepayment on the principal amount being prepaid.
Each prepayment shall be in the amount of $100,000 or an integral multiple
thereof and shall be applied first to accrued interest and then to principal
installments remaining on the Term Loan in the inverse order of their
maturities.
1.9 INTEREST. The Company will pay interest on the unpaid principal balance
of each Revolving Credit Loan and the Term Loan, accrued from the date of such
loan until the principal amount thereof is paid in full, at a rate per annum
equal to the following:
the interest rate on the interest
rate
the Revolving Credit on the Term
If the Prime Rate is: Loan shall be: Loan shall be:
- --------------------- -------------- --------------
Equal to or less than 6.5% The Prime Rate The Prime
Rate plus 1 1/2% plus 1 1/2%
Less than or equal to 6.75%
and greater than 6.5% 8.1875% 8.625%
Less than or equal to 7%
and greater than 6.75% 8.3750% 8.75%
Less than or equal to 7.25%
and greater than 7% 8.5625% 8.875%
Less than or equal to 7.5%
and greater than 7.25% 8.7500% 9.0%
Less than or equal to 7.75%
and greater than 7.5% 8.9375% 9.125%
Less than or equal to 8%
and greater than 7.75% 9.1250% 9.250%
Less than or equal to 8.25%
and greater than 8% 9.3125% 9.375%
Less than or equal to 8.5%
and greater than 8.25% 9.5% 9.5%
Greater than 8.5% The Prime Rate The Prime
Rate plus .75% plus .75%
The Prime Rate shall mean the per annum lending rate publicly announced
from time to time by Corestates Bank, N.A. (or any successor bank(s) thereof) as
the base rate for unsecured short term business loans, such rate being the rate
presently referred to by some banks as its base rate or as its reference rate or
as its corporate base rate or as its prime rate for unsecured loans of the
shortest maturity to corporate borrowers. Interest shall be calculated on the
basis of a 365 or 366-day year as the case may be for the actual number of days
elapsed and shall
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change as and when the Prime Rate shall change. Interest shall be payable
on the first day of each month commencing with the first such day after the date
of each Revolving Credit Loan, or the Term Loan, as applicable, and on the
Termination Date. In the event any Event of Default (as defined herein) shall
have occurred and be continuing and provided all related notices have been
given, a default rate (the "Default Rate") shall be payable monthly on the first
day of each month, or on demand by the Secured Party from and after the date of
occurrence and until such time as no Event of Default shall continue to exist.
Such Default Rate shall be a rate per annum equal to two percent (2.0%) in
excess of the interest rate then applicable to the Revolving Credit Loan or Term
Loan.
1.10 PAYMENTS GENERALLY. All payments of principal, interest and fees or
other amounts payable hereunder, shall be remitted to the Secured Party at the
address set forth opposite its name on the signature pages hereof in immediately
available funds. In the event any payment is stated as due on a day which is not
a Business Day, the maturity of such payment shall be extended to the next
succeeding Business Day and interest shall continue to accrue during such
extension.
SECTION 2
REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Secured Party that:
2.1 ORGANIZATION, STANDING. Chemical Leaman Corporation and the Company
each is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, has the corporate power
and authority necessary to own its assets, carry on its business and enter into
and perform its obligations hereunder, under the Revolving Credit Loans, under
the Term Loan and under all related loan documents (this Agreement, the
Revolving Loan Requests, the Term Loan Request, the Security Agreement (defined
in Section 3.1) and all related loan documents being referred to herein,
individually as a "Loan Document" and collectively, as the "Loan Documents").
Except as set forth in Exhibit D hereof, the Company is qualified to do business
and is in good standing as a foreign corporation in each jurisdiction in which
it is required to so qualify unless the failure to so qualify would not (i) have
a material adverse effect on the Company or (ii) affect the validity or
enforceability of any Loan Document. Exhibit E attached hereto contains an
officer's certificate listing each state in which the Company has filed for or
obtained approval to operate and each state in which the Company provides
intra-state service under the jurisdiction of any state regulatory agency.
2.2. CORPORATE AUTHORITY, 2 The making and performance of the Loan
Documents are within its power and authority and have been duly authorized by
all necessary corporate action. The making and performance of the Loan Documents
do not and will not require any consent or approval of any of its shareholders
or any other person which has not been obtained, do not and will not violate any
law, rule, regulation, order, writ, judgment, injunction, decree, determination
or award, do not violate any provision of its
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charter or by-laws, do not and will not result in any breach of any
agreement for payment of money where the indebtedness thereof exceeds $250,000
or any lease having a present value in excess of $50,000 to which it is a party,
by which it is bound or to which any of its assets is or may be subject, and do
not and will not give rise to any lien or charge upon any of its assets except
in favor of the Secured Party. It is not in default in any material respect
under any of the foregoing. Exhibit F attached hereto is a copy of the
resolution of the Company's Board of Directors authorizing it to enter into this
Agreement, the other Loan Documents, and the transactions contemplated pursuant
hereto and thereto, and naming by Approved Officers who are duly authorized to
execute this Agreement and the other Loan Documents and to take other actions
pursuant hereto and thereto.
2.3 VALIDITY OF DOCUMENTS. Each Loan Document, when executed and delivered,
will be the legal, valid and binding obligation of the Company enforceable
against it in accordance with its terms. The Guaranty, when executed and
delivered, will be the legal, valid, binding obligation of Chemical Leaman
Company enforceable in accordance with its terms. Each Loan Document which
purports to create a lien or security interest, when executed and delivered,
will be effective to create the lien or security interest it purports to create.
Except as has been duly obtained and recited in Exhibit G attached hereto, no
authorization, consent, approval, license, exemption of or filing or
registration with any court, governmental agency or other tribunal is or will be
necessary to the validity or performance of any Loan Document.
2.4 LITIGATION. There are no actions, suits or proceedings pending or
threatened against or affecting it or any of its assets before any court,
government agency, or other tribunal, which would have a material adverse effect
on its or its Affiliates' financial condition, operation or assets or upon its
ability to perform under the Loan Documents. "Affiliate" means any person who
directly or indirectly controls or is controlled by or is under common control
with the Company. "Control" means the power to direct or cause direction of the
management and policies of the controlled person.
2.5 ERISA. Each employee benefit plan of the Company or multi-employer plan
(the "Plans") in which any employee of the Company participates that is subject
to any provision of the Employee Retirement Income Security Act of 1974 or the
Multiemployer Pension Plan Amendments Act of 1980 and of the regulations adopted
pursuant thereto (hereinafter collectively called "ERISA") is being administered
in accordance with the documents and instruments governing such Plan, and such
documents and instruments are substantially consistent with the applicable
provisions of ERISA. None of the Plans or the trusts created thereunder have
engaged in a "Prohibited Transaction" which could subject any such Plan or trust
to a material tax or penalty on prohibited transactions imposed by the Internal
Revenue Code of 1986, as amended (the "Code"), or ERISA. None of the Plans which
are "Employee Pension Benefit Plans" or the trusts created thereunder have been
terminated; nor has any such Plan incurred any material liability to the Pension
Benefit Guaranty Corporation established pursuant to ERISA, other than for
required insurance premiums which have been paid when due. or incurred any
material "Accumulated Funding
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Deficiency" whether or not waived; nor has there been any "Reportable
Event," or other event or condition, which represents a material risk of
termination or any such Plan by the Pension Benefit Guaranty Corporation. With
respect to multiemployer plans to which the Company makes contributions but does
not participate in the administration of such plans, the Company's
representations are based on information received by it concerning each such
plan. All contributions required under collective bargaining agreements to which
the Company is a party or by which it is bound have been paid. The Company has
not withdrawn from participation in any "Multiemployer Plan" to which it makes
contributions, and the Company has not received any notice and is not aware that
any multiemployer plan to which it contributes is insolvent or in reorganization
status within the meaning of ERISA. As used herein, the terms "Prohibited
Transaction" and "Multiemployer Plans" shall have the respective meanings
assigned to them in the Code and in ERISA, and the terms "Employee Benefit
Plans", "Employee Pension Benefit Plans", "Accumulated Funding Deficiency",
"Reportable Event" and "Withdrawal" shall have the respective meanings assigned
to them in ERISA.
2.6 FINANCIAL STATEMENTS. The consolidated financial statements of Chemical
Leaman Corporation as of December 31, 1995 and for the period then ending,
consisting of a balance sheet, related statement of changes in financial
position and statement of operations and changes in shareholders' equity, and
accompanying footnotes, and the interim financial statements dated March 31,
1996 furnished to the Secured Party in connection herewith are in each case
complete and correct in all material respects and fairly present the financial
condition, results of operations and changes in shareholders' equity as of the
date and for the period referred to, all in accordance with generally accepted
accounting principles consistently applied, subject to fiscal year-end audit
adjustments in the case of the interim financial statements. There has been no
material adverse change in the financial condition or operation of Chemical
Leaman Corporation (consolidated) since the date of the interim financial
statements except as may have heretofore been disclosed to the Secured Party in
writing with a copy being attached hereto as Exhibit H.
2.7 MARGIN REGULATIONS. No proceeds of any Loan hereunder will be applied
for the purpose of purchasing or carrying or trading in any securities,
including "Margin Stock" as defined from time to time by the Board of Governors
of the Federal Reserve System, or refinancing any credit previously extended for
any such purpose.
2.8 NOT IN DEFAULT. No Event of Default or other event which, with the
giving of notice or the passage of time or both, would constitute an Event of
Default under any Loan Document has occurred and is continuing.
2.9 APPROVAL OF REGULATORY AGENCIES. No consent, approval or authorization,
or designation, declaration or filing with any governmental agency or authority
which could in any way now or hereafter affect the validity or enforceability of
any Loan Document is required which has not been obtained.
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2.10 TAX RETURNS. The Company has filed all federal, state and local tax
returns and reports which it is required by law to file and has paid all taxes,
assessments, withholdings and other governmental charges which are presently due
and payable.
2.11 PERMITS, LICENSES, ETC. The Company possesses all permits, licenses,
franchises, trademarks, copyrights and patents necessary to the conduct of its
business as presently conducted or as presently proposed to be conducted, the
absence of which would (i) have a material adverse effect on the Company, or
(ii) affect the validity or enforceability of any Loan Document.
2.12 DISCLOSURE GENERALLY. The representations and statements made by or
on behalf of the Company in connection with this credit facility and Loans
hereunder, including representations and statements in each of the Loan
Documents, do not and will not contain any untrue statement of a material fact
or omit to state a material fact or any fact necessary to make the
representations made not materially misleading. No written information, exhibit,
report, brochure or financial statement furnished by the Company to the Secured
Party in connection with this credit facility, Loans hereunder, or any Loan
Document contains or will contain any material misstatement of fact or omit to
state a material fact or any fact necessary to make the statements contained
herein not misleading.
SECTION 3
SECURITY
3.1 SECURITY DOCUMENTS. As security for the Obligations, as defined herein,
the Secured Party shall have a valid, perfected first lien on and security
interest in those assets of the Company specified in the Revolving Security
Agreement of even date between the Company and the Secured Party and all
Schedule A's attached to the Revolving Security Agreement now or at any time in
the future pursuant to the terms thereof (as amended and supplemented, the
"Security Agreement"). "Obligations" shall mean the Revolving Obligations, as
defined in Section 5.2(a), and all other absolute and contingent obligations and
liabilities of the Company to the Secured Party now existing or hereafter
arising, whether under this Agreement or any other agreement, including without
limitation, liabilities arising as a result of preference claims under Section
547 of the Bankruptcy Code.
3.2 RELEASE OF COLLATERAL. Provided the Company is not in default under any
agreement between the Company and the Secured Party, upon the payment in full of
the Revolving Obligations and the termination of the Commitment, the Secured
Party shall release the lien and security interest of the Secured Party in the
assets of the Company as specified in each of the Loan Documents and shall do
such things as are reasonably requested by the Company to effect such release.
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SECTION 4
CONDITIONS PRECEDENT
4.1 OBLIGATIONS OF SECURED PARTY. The obligation of Secured Party to make
any Loan or to permit the conversion of the Revolving Credit Loans to the Term
Loan is conditioned upon the following:
(a) DOCUMENTS. The Company shall have delivered and the Secured Party
shall have received, as applicable, a Revolving Loan Request or a Term Loan
Request, and a Borrowing Base Certificate (dated a date which is the last
day of the immediately preceding calendar month or a day in the instant
calendar month, as the Company may elect), and the Secured Party shall also
have received a certificate dated the date of such Loan or Term Loan and
signed by an Approved Officer of the Company to the effect set forth in
Section 4.1(c).
(b) CONDITIONS. The amount of such Loan, when added to the Revolving
Obligations, would not exceed the lesser of (i) the Borrowing Base on the
date of such Loan or (ii) the Commitment Amount and, after giving effect to
such Loan no Event of Default or event, which with the giving of notice or
the lapse of time or both, would constitute an Event of Default, shall
exist.
(c) COMPLIANCE; REPRESENTATIONS AND WARRANTIES. The Company and
Chemical Leaman Corporation shall have complied and be in compliance with
all covenants, agreements and conditions in each Loan Document and each
representation and warranty contained in each Loan Document shall be true
with the same effect as though such representation and warranty had been
made on the date of such Loan.
(d) EVIDENCE OF AUTHORIZATION. The Secured Party shall have received
certified copies of all corporate or other action taken by the Company and
Chemical Leaman Corporation to authorize its execution, delivery and
performance of the Loan Documents and to authorize the Loans hereunder,
together with such other related papers as the Secured Party shall
reasonably require.
(e) INCUMBENCY. The Secured Party shall have received a certificate
signed by the secretary or assistant secretary of the Company together with
the true signature of such officer or officers, upon which the Secured
Party shall be entitled to rely conclusively until it shall have received a
further certificate of the appropriate secretary or assistant secretary
amending the prior certificate and submitting the signature of the officer
or officers named in the new certificate.
(f) SECURITY AGREEMENT. The Secured Party shall have received a
Supplemental Schedule A to the Security Agreement in the form attached
hereto as Exhibit I describing the additional Revenue Equipment, if any,
which is necessary to satisfy the Borrowing Base requirements below,
together with all instruments, certificates of title, financing statements
and other documents then
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required to be delivered pursuant to the Security Agreement, in each
instance in form and substance satisfactory to the Secured Party.
(g) EVIDENCE OF PRIORITY. The Secured Party shall have received
evidence it deems reasonably appropriate that it has a first priority and
perfected security interest and lien on the Revenue Equipment.
(h) GUARANTIES. The Continuing Guaranty dated of even date herewith
which was executed by Chemical Leaman Corporation for the benefit of the
Secured Party relating to the Company's obligations (the "Guaranty") shall
continue to apply to future obligations incurred by the Company and shall
be in full force and effect.
4.2 REVOLVING CREDIT LOANS UNDER THIS AGREEMENT. The obligation of Secured
Party to make the first Revolving Credit Loan under this Agreement is further
conditioned upon the following:
(a) LEGAL OPINION. The Secured Party has received the favorable
written opinion of counsel for the Company which shall be addressed to the
Secured Party and dated the date of this Agreement, in form and substance
satisfactory to the Secured Party.
(b) SECURITY AGREEMENT. The Secured Party shall have received the
Security Agreement together with all instruments, certificates of title,
financing statements and other documents then required to be delivered
pursuant to the Security Agreement in each instance in form and substance
satisfactory to Secured Party.
4.3 TERM LOAN. The obligation of Secured Party to make the Term Loan is, in
addition to the other conditions stated in this Article 4 (including, without
limitation, those with respect to a Borrowing Base Certificate, the Term Loan
Request and the absence of any defaults), further conditioned upon receipt by
the Secured Party of copies of all consents, approvals or authorizations, each
in form and substance reasonably acceptable to the Secured Party, of all
governmental agencies and authorities which may be required in connection with
the Term Loan. If the conditions precedent herein relating to the Term Loan are
not satisfied prior to the Termination Date, the Secured Party shall have no
obligation to make the Term Loan and the Revolving Credit Loans shall then be
immediately due and payable.
SECTION 5
COVENANTS OF COMPANY
The Company agrees that, so long as either the Commitment remains in
effect, or any Revolving Obligation is outstanding:
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5.1 REPORTING REQUIREMENTS.
(a) ANNUAL FINANCIAL STATEMENTS. As soon as available but in any event
within 120 days after the end of each fiscal year, the Company will deliver
to Secured Party financial statements of the Company and Chemical Leaman
Corporation (consolidated) for such fiscal year. "Financial Statements"
shall mean a balance sheet, a statement of earnings or loss, and a
statement of change in financial position for the fiscal year and the
immediately preceding fiscal year in comparative form. Financial Statements
shall be in reasonable detail with appropriate notes and be prepared in
accordance with generally accepted accounting principles applied on a
consistent basis and certified by an officer of Chemical Leaman
Corporation. Except as provided in this Subsection 5.1(a), the Annual
Financial Statements of Chemical Leaman Corporation shall be certified
(without any material qualification, exception or limiting statement or
disclosure) by independent public accountants of nationally recognized
standing who shall be acceptable to the Secured Party, which acceptance
shall not be unreasonably withheld.
(b) QUARTERLY FINANCIAL STATEMENTS. As soon as available but in any
event within 45 days after the end of each of the first three fiscal
quarters of each fiscal year, the Company will deliver to Secured Party
financial statements of the Company and Chemical Leaman Corporation
(consolidated) for comparable period of the preceding fiscal year and in
each instance the cumulative year to date. Quarterly financial statements
shall be certified by the president, chief executive or chief financial
officer of Chemical Leaman Corporation and by an Approved Officer of the
Company, as applicable, as being complete and correct in all material
respects, subject to normal year-end audit adjustments.
(c) OTHER STATEMENTS AND REPORTS. Promptly following request by the
Secured Party, the Company also will furnish such additional information,
reports or statements as the Secured Party from time to time may reasonably
request.
(d) ANNUAL AND QUARTERLY DEFAULT CERTIFICATES. Each annual and
quarterly financial statement will be accompanied by a certificate signed
by an Approved Officer of the Company stating whether in his opinion an
Event of Default or event which with notice or lapse of time or both would
become an Event of Default exists on the date of said certificate together
with a statement of the details and action taken or to be taken if any
Event of Default or event exists. Each annual financial statement also will
be accompanied by a statement of the firm of independent public accountants
which reported on statements of Chemical Leaman Corporation to the effect
that in the course of, and based solely upon their regular audit of the
financial statements of Chemical Leaman Corporation nothing came to their
attention which caused them to believe that on the date of such statements
any Event of Default or event which with notice or lapse of time or both
would become an Event of Default existed. relating to Section 5.2 hereof,
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or, in the alternative that an Event of Default or event which with notice
or lapse of time or both would become an Event of Default existed, relating
to Section 5.2 hereof, and setting forth the details thereof.
(e) INTERIM DEFAULT CERTIFICATES. The Company will deliver to Secured
Party forthwith upon occurrence of any Event of Default or event which with
notice or lapse of time or both would become an Event of Default a
certificate signed by an Approved Officer of the Company stating the
details and action taken or to be taken with respect thereto.
(f) MONTHLY REPORTS. The Company will deliver to the Secured Party
within 30 days after the end of each month a Borrowing Base Certificate
dated the last day of such month together with appropriate schedules
reflecting the Revenue Equipment included in the Borrowing Base.
5.2 BORROWING BASE, FINANCIAL CONDITION AND RATIOS. The Company will
maintain a Borrowing Base as follows and the Company will maintain and agrees
that this Section 5.2 will be deemed breached if Chemical Leaman Corporation (on
a consolidated basis) does not also maintain, minimum financial conditions and
ratios, as follows:
(a) BORROWING BASE. The total amount of the unpaid principal of the
Loans and the Term Loan, the accrued and unpaid interest owing under the
Loans and the Term Loan, and the accrued and unpaid fees and expenses owed
by the Company to Secured Party under this Agreement, (collectively, the
"Revolving Obligations"), shall not, in the aggregate, exceed the Borrowing
Base, provided such covenant shall not be deemed breached if, within
twenty-seven (27) days after each date on which the Revolving Obligations
exceed the Borrowing Base, a prepayment on the Revolving Obligations is
made in an amount sufficient to assure continued compliance with the
covenant going forward or additional equipment which is satisfactory to
Secured Party and which is of a Value sufficient to cause the Borrowing
Base to exceed the Revolving Obligations is added to the Revenue Equipment.
"BORROWING BASE" shall be determined on the first date of each month
and shall mean an amount equal to the then aggregate Book Value of all
Revenue Equipment on such date.
"BOOK VALUE" for an item of Revenue Equipment as of any date of
determination shall mean (a) the Value thereof plus Refurbishments thereto
less Depreciation thereto as of such date (b) times 85%. Any item of
Revenue Equipment which is lost, stolen or destroyed or which is materially
damaged but not repaired within thirty (30) days shall have a Book Value of
zero.
"VALUE" of an item of Revenue Equipment shall mean:
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(1) with respect to all Revenue Equipment listed in Schedule A to
the Security Agreement ("Schedule A") as of _________________,
the respective values thereof;
(2) with respect to each used item of equipment to be added as
Revenue Equipment to Schedule A at a later date, (i) the value of
similarly equipped Revenue Equipment of the same manufacturer, model
and year listed in the appraisal prepared by John Stinson of The Jack
Olsta Co. dated May 15, 1996 (the "Appraisal") less Depreciation and
(ii) which does not meet the parameters of subsection (i) of this
paragraph (2), the value which Secured Party and Company shall agree
upon, and (iii) if subsections (i) and (ii) of this paragraph (2) are
not applicable, then the appraised value which John Stinson of The
Jack Olsta Co. shall determine in accordance with the method used by
John Stinson of The Jack Olsta Co. under the Appraisal;
(3) with respect to each item of equipment purchased new by the
Company, which has not been used by the Company or anyone else for
more than ninety (90) days at the time it is to be added as Revenue
Equipment to Schedule A at a later date, the purchase cost to Company
of such new item of Revenue Equipment.
"REFURBISHMENTS" shall mean an amount equal to 80% of the cost to
Company of the work performed by independent, unaffiliated third parties
constituting material rebuilding or replacement of the superstructure,
undercarriage, tanks, liners, cryogenic equipment or the like of the Revenue
Equipment. Such costs shall constitute Refurbishments only in the event the
related work is performed on an item of Revenue Equipment subsequent to the date
such item of Revenue Equipment is added to Schedule A as Revenue Equipment. In
no event shall all aggregate Refurbishments, for purposes of determining the
Borrowing Base, exceed $1,000,000.00 per year. Repairs to damaged Revenue
Equipment shall not be deemed Refurbishments.
"DEPRECIATION" for an item of Revenue Equipment as of any date of
determination shall mean an amount equal to .83% of its original value when new
as determined by John Stinson of The Jack Olsta Company times (a) in the case of
Revenue Equipment whose Value is determined under paragraphs (1), (2)(ii),
(2)(iii) or (3) above, the number of months such item of Revenue Equipment has
been listed as Revenue Equipment on Schedule A and (b) in the case of Revenue
Equipment whose Value is determined under paragraph (b)(i) above, the number of
months from the effective date hereof to the date of determination.
"REVENUE EQUIPMENT" shall mean all the Company's trucks,
tractors, trailers and similar equipment described in Schedule A to the Security
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Agreement as such Schedule A shall be amended or supplemented from time to time,
in which Secured Party has a first priority and perfected security interest.
(b) CURRENT RATIO. A current ratio (Current Assets to Current
Liabilities exclusive of the current portion of long term liabilities) of not
less than 1:1. Current Assets and Current Liabilities shall mean, respectively,
all assets or liabilities of the Company which would, in accordance with
generally accepted accounting principles, be classified as current assets or
current liabilities, as applicable; provided, however, that the term Current
Liabilities shall exclude the Company's obligations under this Agreement.
(c) TANGIBLE NET WORTH. Tangible net worth (tangible assets i.e.,
total assets excluding patents, copyrights, capitalized research and development
costs, goodwill, operating rights and other intangible assets, minus total
liabilities (excluding all operating leases)) of the Company of not less than
$2,100,000. Tangible net worth of the Chemical Leaman Corporation (on a
consolidated basis) of not less than $20,000,000.
(d) TOTAL FUNDED DEBT TO TANGIBLE NET WORTH. A ratio of Total
Funded Debt to Tangible Net Worth of Chemical Leaman Corporation which is not at
any time more than 5.50:1 "Total Funded Debt shall mean the total outstanding
amount of all indebtedness for borrowed money of Chemical Leaman Corporation
("CLC") and its subsidiaries on a consolidated basis, including, without
limitation, (i) amounts owing to CoreStates Bank, N.A. under and pursuant to its
Credit Agreement with Chemical Leaman Tank Lines, Inc. ("CLTL"); (ii) all
obligations of Borrower and CLTL in favor of Secured Party; (iii) all
indebtedness of CLC's subsidiaries pursuant to equipment loans and capital
leases; (iv) all obligations of CLC's subsidiaries under operating leases
discounted to present value at the rate of return which the lessee will pay on
each lease; and (v) all other obligations of CLC's subsidiaries for borrowed
money.
(e) DEBT COVERAGE. With respect to Chemical Leaman Corporation
(on a consolidated basis), a ratio of Current Income to Current Obligations at
all times specified not less than 1.00:1.
"CURRENT INCOME" shall mean the net income of Chemical Leaman
Corporation (on a consolidated basis) for the fiscal period plus depreciation
deducted during the period and amounts added to or subtracted from, as
applicable, any reserve for deferred tax liability during the period minus any
dividends or distributions paid or declared during the period.
"CURRENT OBLIGATIONS" shall mean (i) the amount of all
obligations of Chemical Leaman Corporation (on a consolidated basis) maturing
within the next succeeding 365 days excluding the obligations of Chemical Leaman
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Tank Lines, Inc. under the revolving credit facility with CoreStates
Bank, N.A. and the Receivables Purchase Agreement between Chemical Leaman Tank
Lines, Inc., Quala Systems, Inc. and Pickering Way Funding Corp.; plus (ii) 20%
of the principal balance of the Loans and Term Loan outstanding hereunder. In
calculating this ratio, Current Income shall be determined for each period based
upon actual Current Income for the preceding four fiscal quarters.
5.3 PERFORMANCE OF LOAN DOCUMENTS; FURTHER ASSURANCES. The Company will
duly and punctually perform each and every undertaking under each Loan Document
and execute and deliver all such other and further instruments, and do and
perform all such further acts and things as the Secured Party may reasonably
request to assure the rights and benefits afforded by the Loan Documents or
which are intended so to be afforded, including but not limited to rights and
benefits of any security interest therein granted.
5.4 COMPLIANCE WITH LAWS. The Company will comply with all applicable laws,
rules, regulations and orders of any governmental authority to which it may be
subject, the failure to which would (i) have a material adverse effect on the
Company or (ii) affect the validity or enforceability of the Loan Documents,
including but not limited to the payment and discharge of all taxes, assessments
and governmental charges upon it, its income and its assets and properties prior
to the dates on which penalties are attached thereto, except to the extent such
compliance shall be contested in good faith and by appropriate proceedings.
5.5 MAINTENANCE OF ASSETS; PERMITS, LICENSES, ETC. The Company will
maintain and preserve the Revenue Equipment and substantially all of its other
assets in good working order and condition, ordinary wear and tear excepted, and
will continue to possess all permits, licenses, franchises, trademarks,
copyrights, and patents necessary to the conduct of its business as conducted or
as proposed to be conducted, the failure to which would (i) have a material
adverse effect on the Company or (ii) affect the validity or enforceability of
the Loan Documents. As set forth in the definition of "Book Value" in Section
5.2 herein, any item of Revenue Equipment which is lost, stolen or destroyed or
which is materially damaged and not repaired within thirty (30) days shall have
a Book Value of zero, but shall not otherwise constitute a breach of this
covenant by the Company.
5.6 CORPORATE EXISTENCE. The Company and Chemical Leaman Corporation each
will maintain itself in good standing as a business corporation under the
jurisdiction of its incorporation and qualify and remain qualified to do
business in all jurisdictions where the nature of the business it transacts or
the character of the assets or properties owned or leased by it makes such
qualification necessary, the failure to which would (i) have a material adverse
effect on the Company or (ii) affect the validity or enforceability of the Loan
Documents.
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<PAGE>
5.7 BOOKS AND RECORDS. The Company will keep adequate records and books of
account in which complete and correct entries will be made in accordance with
generally accepted accounting principles, reflecting all its financial
transactions. The Company will permit the Secured Party, or the representative
of the Secured Party to examine and make copies of and abstracts from the
records and books of account, visit the properties of the Company, and discuss
the affairs, finances, assets and accounts of the Company with any officer,
director or other executive of the Company from time to time during normal
business hours upon reasonable notice to the Company.
5.8 MERGER; PURCHASE OR SALE OF ASSETS. The Company will not (a) dissolve,
(b) adopt or enter into any plan or agreement of liquidation, (c) enter into any
merger or consolidation with or acquire all or substantially all of the assets
of any other person unless the surviving entity shall be the Company, or (d)
sell or otherwise suffer a transfer of any shares of its capital stock to any
person other than Chemical Leaman Corporation or a subsidiary or affiliate.
5.9 NATURE OF BUSINESS. The Company shall not change the nature of its
business to the extent that the Revenue Equipment would not be appropriate to
service its business. In this regard, the Company acknowledges that (i)
currently, the nature of the Company's business is over the road haulage of bulk
products, chemicals, petroleum, natural gas and the like (the "Basic Business")
and (ii) the Company has selected and purchased the Revenue Equipment
specifically to serve the Basic Business.
SECTION 6
DEFAULT
6.1 EVENTS OF DEFAULT. The Company shall be in default if any one or more
of the following events ("Event of Default") occurs:
(a) PRINCIPAL OR INTEREST. The Company fails to pay any installment of
principal of or interest on the Loans or the Term Loan within 5 days after
the date it is due and payable (whether at maturity, by notice of intention
to prepay, or otherwise) or fails to pay within 10 days after written
notice that any other amount is due and payable under any Loan Document;
(b) LIMITED NOTICE COVENANTS. The Company fails to observe or perform
any covenant or agreement contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8 or
5.9 for 5 days after written notice thereof has been given by the Secured
Party specifying the default and requiring that it be remedied;
(c) NOTICE COVENANTS. The Company fails to observe or perform any
covenant or agreement contained in any Loan Document other than those
contemplated in clause (b) above for 30 days after written notice thereof
has been given by the Secured Party specifying the default and requiring
that it be remedied;
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<PAGE>
(d) REPRESENTATIONS, WARRANTIES, ETC. Any representation or warranty
made by the Company in any Loan Document or any statement or representation
made in any certificate (including, without limitation, the Revolving Loan
Request, the Term Loan Request and the Borrowing Base Certificates), report
or opinion delivered in connection with any Loan Document shall prove to
have been incorrect in any material respect when made;
(e) CROSS DEFAULT. Any obligation of the Company or Chemical Leaman
Corporation owed to Secured Party shall be declared in default; any
obligation of the Company or Chemical Leaman Corporation to any other
person for payment of money where the indebtedness thereof exceeds
$1,000,000, becomes or is declared to be due and payable prior to its
stated maturity; or any obligation of the Company or Chemical Leaman
Corporation under any lease having a present value in excess of $1,000,000,
whether operating or capital in nature, shall be declared in default the
effect of which will permit the lease to be terminated or money damages to
be collected;
(f) BANKRUPTCY, ETC. The Company or Chemical Leaman Corporation is
dissolved or liquidated, makes an assignment for the benefit of creditors,
files a petition in Bankruptcy, is adjudicated insolvent or bankrupt,
petitions or applies to any tribunal for any receiver or trustee, commences
any proceeding relating to itself under any bankruptcy, reorganization,
readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction, has commenced against it any such proceeding which remains
undismissed for a period of 60 days, indicates its consent to, approval of
or acquiescence in any such proceeding or any receiver of or trustee for
the Company or Chemical Leaman Corporation for any substantial part of the
property of either is appointed, or the Company or Chemical Leaman
Corporation suffers any such receivership or trusteeship to continue
undischarged for a period of 60 days;
(g) JUDGMENT. Any judgments against the Company or any attachments
against its assets or property for amounts in excess of $200,000 in the
aggregate remain unpaid, unstayed on appeal, undischarged, unbonded and
undismissed for a period of 30 days;
(h) ERISA. Any Reportable Event (as such term is defined in ERISA) or
any other fact or circumstance which the Secured Party in good faith
determines constitutes ground for the termination of any employee benefit
plan maintained for employees of the Company or Chemical Leaman Corporation
and covered by Title IV of ERISA or grounds for the appointment by an
appropriate United State District Court of a trustee to administer any such
plan, shall have occurred and be continuing for 5 days, or any such plan
shall be terminated within the meaning of such Title IV, or a trustee shall
be appointed by the appropriate United States District Court to administer
such plan or the Pension Benefit
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<PAGE>
Guaranty Corporation shall institute proceedings to terminate any such plan
or to appoint a trustee to administer such plan, if upon the termination of
the plan or plans with respect to which any of the foregoing events shall
have occurred there is or would be, in the reasonable judgment of the
Secured Party, a material resultant liability of the Company or Chemical
Leaman Corporation;
(i) OWNERSHIP. Control or ownership of the Company is transferred,
modified or changed in any manner, either directly or indirectly except to
a subsidiary or affiliate of Chemical Leaman Corporation;
THEN and in every such event other than those specified in clause (f)
above, Secured Party may, in its sole discretion, terminate the Commitment in
writing (the date of such termination being a Termination Date as defined in
Section 1.1) and declare in writing the Obligations payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Company. Upon the occurrence of any event specified in
clause (f) above, the Commitment shall automatically terminate and the
Obligations shall immediately be due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Company.
SECTION 7
MISCELLANEOUS
7.1 WAIVER. No failure or delay on the part of the Secured Party exercising
any right, power or remedy under any Loan Document shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy under any Loan Document. The remedies provided
under the Loan Documents are cumulative and not exclusive of any remedies
provided by law.
7.2 AMENDMENTS. No amendment, modification, termination or waiver of any
Loan Document or any provision thereof nor any consent to any departure by the
Company or Chemical Leaman Corporation therefrom shall be effective unless the
same shall be in writing and be signed by the Secured Party and the Company and
then any such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. No notice to or demand on the
Company shall entitle the Company to any other or further notice or demand in
similar or other circumstances. No amendment, modification, termination or
waiver shall affect the payment of principal, interest or any fee provided
herein, or change the Commitment unless signed by the parties hereto.
7.3 GOVERNING LAW. The Loan Documents and all rights and obligations of the
parties hereunder shall be governed by and be construed and enforced in
accordance with the laws of Pennsylvania.
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<PAGE>
7.4 ASSIGNMENT. Each Loan Document shall bind and inure to the benefit of
the Company and Secured Party and their respective successors and assigns,
except that the Company shall not have the right to assign any of its rights,
obligations or any interest of it under any Loan Document without the prior
written consent of the Secured Party. No person not a party to any Loan
Documents is intended to be benefited thereby.
7.5 SEVERABILITY. Any provision of any Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without affecting the
validity or enforceability of such provision in any other jurisdiction.
7.6 CAPTIONS. Captions in the Loan Documents are included for convenience
of reference only and shall not constitute a part of any Loan Document for any
other purpose.
7.7 NOTICES. All notices, requests, demands, directions, declarations and
other communications between the Secured Party and the Company provided for in
any Loan Document shall be in writing and shall be deemed to have been duly
given (i) on the date of delivery if delivered personally or by telecopy, (ii)
on the first Business Day following the date of dispatch if delivered by Federal
Express or other next-day courier service, or (iii) on the third Business Day
following the date of mailing if delivered by registered or certified mail,
return receipt requested, postage prepaid. All notices hereunder shall be
delivered to the address indicated by the respective signature on the signature
page hereto. Any party may change its address by a communication in accordance
herewith.
7.8 EXPENSES OF THE SECURED PARTY. The Company will from time to time
reimburse the Secured Party on demand for all expenses (including the reasonable
fees and expenses of legal counsel) in connection with the preparation of the
Loan Documents, the making of any Revolving Credit Loans, the ordinary
administration of the Loan Documents, including all out-of-pocket expenses
incurred by the Secured Party with respect to obtaining, amending, or releasing
certificates of title, the enforcement of the Loan Documents, appraisals under
Section 5.2 hereof, and except for liabilities and damages arising from the
Secured Party's gross negligence, willful misconduct or breach of this Agreement
or any Loan Document, all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits and costs expenses and disbursements which may be
imposed on, incurred by or asserted against the Secured Party in any way
relating to or arising out of this Agreement or any Loan Document or any action
taken or omitted by the Secured Party hereunder or thereunder.
7.9 COUNTERPARTS; EFFECTIVENESS. This Agreement and any amendment hereto or
waiver hereof may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. This Agreement and any amendments hereto or
waivers hereof shall become effective when the Secured Party shall have received
signed counterparts or notice by telecopy of the signature page that the
counterpart has been signed and is being
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delivered to the Secured Party or telex that such counterparts have been signed
by all of the parties hereto or thereto.
7.10 FINANCING STATEMENTS. Secured Party has filed against the Company
financing statements with collateral descriptions covering all of the Company's
present and future trailers and semi-trailers. In the event the Company (i)
seeks financing from a source other than Secured Party and such source requires
as a condition to such financing a lien against trailers and semi-trailers other
than the Revenue Equipment (the "Additional Equipment"), or (ii) elects to sell,
transfer or otherwise dispose of any item of Additional Equipment, upon the
Company's written request Secured Party agrees to promptly release its interest
in the Additional Equipment and execute and deliver to the Company such
documents and instruments as the Company may reasonably request to evidence such
release. The agreement within this Section shall not be construed as waiver of
any of the terms and conditions of this Agreement.
IN WITNESS WHEREOF, the Company and the Secured Party have caused this
Agreement to be executed by their proper corporate officers thereunto duly
authorized as of the day and year first above written.
FLEET ACQUISITION CORPORATION
102 Pickering Way
Exton, Pennsylvania 19341
Attention: David M. Boucher By: /s/ David M. Boucher
Chief Financial Officer ---------------------------
Telecopy #(610) 363-4233 Title: Executive Vice President
------------------------
ASSOCIATES COMMERCIAL CORPORATION
300 E. Carpenter Freeway
Irving, Texas 75062
Attention: By: /s/ Robert G. Bowling
Charles W. Staudenmayer ----------------------------
Telecopy #(214) 541-3931 Title: Vice President
-------------------------
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<PAGE>
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
This First Amendment dated effective as of December 31, 1996 is by and
between Fleet Transport Company, Inc., a Delaware corporation ("Company") and
ASSOCIATES COMMERCIAL CORPORATION ("Secured Party").
WITNESSETH:
WHEREAS, the Company and Secured Party are parties to a Revolving Credit
Agreement dated June 28, 1996 ("Agreement");
WHEREAS, the Company and Secured Party hereby desire to amend the Agreement
but only to the extent specifically set forth herein. All capitalized terms used
herein and not otherwise defined shall have the respective meanings ascribed to
them in the Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, intending to be legally bound hereby and subject to the
satisfaction of the conditions hereinafter set forth, the parties hereto agree
as follows:
1. Section 5.2(c) TANGIBLE NET WORTH. Section 5.2(d) is hereby deleted and
the following language is hereby substituted therefor:
(c) TANGIBLE NET WORTH. Tangible net worth (tangible assets i.e., total
assets excluding patents, copyrights, capitalized research and development
costs, goodwill, operating rights and other intangible assets, minus total
liabilities (excluding all operating leases)) of the Company of not less than
$2,100,000. Tangible net worth of Chemical Leaman Corporation (on a consolidated
basis including the book value of all outstanding Series A, B and C Preferred
Stock and including the stock subscription loan receivable in the amount of
$1,520,000 due from David R. Hamilton) of not less than $20,000,000.
2. Section 5.2(d) TOTAL FUNDED DEBT TO TANGIBLE NET WORTH. Section 5.2(e)
is hereby deleted and the following language is substituted therefor:
(d) TOTAL FUNDED DEBT TO TANGIBLE NET WORTH. A ratio of Total Funded
Debt to Tangible Net Worth of Chemical Leaman Corporation which is not at
any time more than 5.50:1. "Total Funded Debt" shall mean the total outstanding
amount of all indebtedness for borrowed money of Chemical Leaman Corporation
("CLC") and its subsidiaries on a consolidated basis, including without
limitation, (i) amounts owing to CoreStates Bank, N.A. under and pursuant to its
Credit Agreement with the Company; (ii) all obligations of the Company and Fleet
Transport Company, Inc. in favor of Secured Party; (iii) all indebtedness of
CLC's subsidiaries pursuant to equipment loans and capital leases; (iv) all
obligations of CLC's subsidiaries under operating leases discounted to present
value at the rate of return which the lessee will pay on each lease; and (v) all
other obligations of CLC's subsidiaries for borrowed money. Total Funded Debt
shall be reduced by the amount of restricted cash contained in the Seller
Sub-Account as that term is defined in the Pickering Way Funding Trust Pooling
and Servicing Agreement dated as of May 14, 1993.
3. Representations and Warranties. The Company restates the representations
and warranties made in Article IV of the Agreement on and as of the date hereof
as if originally given on such date.
<PAGE>
4. Covenants. The Company warrants that it is in compliance and has
complied with each and every covenant set forth in Article V of the Agreement on
and as of the date hereof.
5. Corporate Authorization. As a condition of the Secured Party's agreement
to enter into and perform this Amendment, the Company will provide to Secured
Party (i) certified resolutions of the Company's board of directors authorizing
the execution and delivery of this Amendment and (ii) an incumbency certificate
specifying the officer(s) of the Company duly authorized to execute this
Amendment.
6. Effect of Amendment, This Amendment amends the Agreement only to the
extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the Company and Secured Party have caused this
Amendment to be executed by their proper corporate officers thereunto duly
authorized effective as of the day and year first above written.
FLEET TRANSPORT COMPANY, INC. ASSOCIATES COMMERCIAL CORPORATION
By: /s/ David M. Boucher By: /s/ Robert G. Bowling
------------------------------ --------------------------------
Title: Executive Vice President Title: Vice President
--------------------------- -----------------------------
<PAGE>
SECOND AMENDMENT TO
REVOLVING CREDIT AGREEMENT
This Second Amendment dated effective as of March 30, 1997 is by and
between Fleet Transport Company, Inc., a Delaware corporation ("Company") and
Associates Commercial Corporation ("Secured Party").
WITNESSETH:
WHEREAS, the Company and Secured Party are parties to a Revolving Credit
Agreement dated as of June 28, 1996 (the "Agreement"); and
WHEREAS, the Company and Secured Party hereby desire to amend the Agreement but
only to the extent specifically set forth herein. All capitalized terms used
herein and not otherwise defined shall have the respective meanings ascribed to
them in the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows;
1. Section 6.2. The language "85%" in the definition of BOOK VALUE in Section
5.2(a) of the Agreement is hereby deleted and replaced with the following
language: "90%".
2. Representations and Warrenties. The Company restates the representations
and warranties made in Article 2 of the Agreement on and as of the date
hereof as if originally given on such date.
3. Covenants. The Company warrants that it is in compliance and has complied
with each and every covenant set forth In Article 5 of the Agreement on and
as of the date hereof.
4. Corporate Authorization. As a condition of the Secured Party's agreement to
enter into and perform this Amendment, the Company will provide to Secured
Party (i) certified resolutions of the Company's board of directors
authorizing the execution and delivery of this Amendment and (ii) an
incumbency certificate specifying the of officer(s) of the Company duly
authorized to execute this Amendment.
5. Effect of Amendment. This Amendment amends the Agreement only to the extent
and in the manner herein set forth, and in all other respects the Agreement
is ratified and confirmed.
6. Counterparts. This Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the Company and Secured Party have caused this Amendment to
be executed by their proper corporate officers thereunto duly authorized
effective as of the day and year first above written.
FLEET TRANSPORT COMPANY, INC. ASSOCIATES COMMERCIAL CORPORATION
By: /s/ David M. Boucher By: /s/ Robert G. Bowling
------------------------------ --------------------------------
Title: Executive Vice President Title: Vice President
--------------------------- -----------------------------
EXHIBIT 10.35
<PAGE>
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
(THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of
January 1, 1994 by and among CHEMICAL LEAMAN TANK LINES, INC., a Delaware
corporation ""Company"), and ASSOCIATES COMMERCIAL CORPORATION ("Secured
Party").
PRELIMINARY STATEMENT
The Company and Secured Party are parties to a Revolving Credit
Agreement dated November 30, 1990, and amended by eight amendments through June
30, 1993 (the "Loan Agreement").
The Company has requested the Loan Agreement be amended to modify
certain financial covenants and the Secured Party is willing to do so.
SECTION 1
THE CREDIT
1.1 REVOLVING CREDIT LOANS, LIMITED GUARANTY
(a) REVOLVING CREDIT LOANS. Secured Party agrees to make loans (herein
called "Revolving Credit Loans" or "Loans") to the Company from time to time
during the period commencing on the date hereof and ending June 30, 1994 or on
any earlier date as provided in Section 6.1 hereof (herein called the
"Termination Date"), in amounts not to exceed at any one time outstanding, in
the aggregate, the amount of $22,500,000 (such sums being referred to herein as
the "Commitment Amount"), subject to the Borrowing Base requirements set forth
below and all other terms and conditions herein, including, without limitation,
Sections 4.2 and 5.2 below (such agreement to make Loans is referred to herein
as the "Commitment").
Each Revolving Credit Loan shall be in the minimum principal amount of
$100,000 or if greater, then in multiples of $100,000. Within the limits of the
lower of the Commitment Amount or the Borrowing Base, the Company may borrow,
prepay and reborrow.
(b) LIMITED GUARANTY. The Company may hereafter request Secured Party
to cause Associates Corporation of North America ("ACONA") to issue one or more
limited guaranties to one or more banking associations (each of them, the
"Bank") in form attached hereto as Exhibit 1 (herein called a "Guaranty" and
collectively called the Guaranties") to assist the Company in causing the Bank's
issuance of one or more letters of credit (herein called a "Letter of Credit"
and collectively called the "Letters of Credit") to Home Indemnity Company
("HIC"). Secured
<PAGE>
Party will cause ACONA to issue a Guaranty only in the event the conditions set
forth herein are satisfied in Secured Party's sole discretion. The Company
acknowledges that each Guaranty must be in the form attached hereto as Exhibit
1. Any requests by a Bank to alter the form of the Guaranty in any manner shall
not be permitted. The Company further acknowledges that Secured Party has made
no representations or warranties regarding the likelihood or probability that a
Bank will accept the Guaranty for purposes of issuing a Letter of Credit.
The Company shall request issuance of a Guaranty by delivering to
Secured Party a written request in the form passed hereto as Exhibit 2 (the
"Guaranty Request"). ACONA's liability under the Guaranties shall be limited to
a maximum amount of $3,750,000; provided however, in no event shall the
Obligations (as defined herein) exceed the lesser of the Borrowing Base (as
defined herein) or the Commitment Amount. If at any time the Obligations equal
or exceed the lesser of the Borrowing Base (as defined herein) or the Commitment
Amount, Secured Party shall have no obligation to cause ACONA to issue a
Guaranty during such time. The Guaranties shall expire on June 30, 1994, or on
the expiration of the term of the applicable Letter of Credit (which term cannot
exceed one year), whichever is later. A demand for payment under the Guaranty
shall be deemed a request by the Company to Secured Party for a Revolving Credit
Loan in the amount of the demand and Secured Party shall have the right to pay
the proceeds of such Revolving Credit Loan directly to the Bank without any
further authorization from the Company.
The Company further requests and authorizes Secured Party, subject to
the terms hereof, to advance such sums on the Company's behalf at such times as
are necessary to pay the Bank and/or to reimburse ACONA in full under any
Guaranty. ACONA and Secured Party shall have the right to rely on any demand for
payment under any Guaranty made by any employee or officer of the Bank. ACONA
and Secured Party shall not be required to investigate the right of the Bank to
demand payment under a Guaranty or the right of HIC to demand payment under the
Letter of Credit. Any claim the Company may have arising out of any dispute with
the Bank or HIC or between the Bank and HIC will not be used as a defense to its
obligation hereunder to indemnify Secured Party and ACONA arising from the
Guaranties or the Letters of Credit shall be absolute, unconditional and
complete. Any such payment by ACONA or Secured Party under any Guaranty shall be
considered, for all purposes, a Revolving Credit Loan and shall be secured as
set forth in Section 3.1 hereof.
The Company authorizes Secured Party's indemnification of ACONA in the
form attached hereto as Exhibit 3. The Company shall indemnify and hold Secured
Party and ACONA harmless from any loss, damage, expense, liability or payment
arising by reason of the performance or the making of any payment, whether to
the
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Bank or any other party, under any Letter of Credit or any Guaranty, including,
without limitation, any obligation arising as a result of a preference under
Section 547 of the Bankruptcy Code caused by issuance of or performance under
any Letter of Credit or any Guaranty, or the indemnity agreement between ACONA
and Secured Party with respect thereto, or with respect to any Revolving Credit
Loan made to the Company or on the Company's behalf hereunder. The Company
hereby acknowledges that its liability hereunder, including, without limitation,
its liability arising as a result of the foregoing indemnification is secured by
all liens and security interests described in Section 3.1 hereof.
If any Guaranty expires after the Termination Date and ACONA or Secured
Party makes a payment under any Guaranty after the Termination Date, any such
payment shall be (i) automatically added to and converted into the Term Loan, if
any, on a fully amortized basis, without the need for a written modification
thereof unless required by Secured Party, or (ii) if no Term Loan was extended
to the Company, immediately due and owing from the Company to the Secured Party
and failure to repay such amounts immediately shall constitute an Event of
Default hereunder.
In consideration for Secured Party causing ACONA to issue the
Guaranties, the Company agrees to pay Secured Party a fee computed monthly at
the rate of .167% per month on the average daily amount of the Guaranties,
during the period any Guaranty is issued, which has not been drawn upon by the
Bank during the preceding month, which fee shall be paid on the first day of
each month commencing on the first such day after the date hereof. Such fee
shall be calculated on the basis of a 360 day year for the actual number of days
elapsed.
1.2 EVIDENCE OF DEBT. The Secured Party's books and records shall be
prima facie evidence of the aggregate amount from time to time owing under the
Revolving Credit Loans.
1.3 FUNDING PROCEDURES FOR REVOLVING CREDIT LOANS. Each Revolving
Credit Loan shall be requested by delivery to the Secured Party of a written
loan request signed by the chief executive or chief financial officer of the
Company in substantially the form attached hereto as Exhibit 4 ("Revolving Loan
Request"). Each Revolving Loan Request shall be delivered in sufficient time
such that it is received by Secured Party not less than three Business Days
prior to the date of the proposed Loan. Each Revolving Loan Request shall be
accompanied by a certificate ("Borrowing Base Certificate"), in substantially
the form attached hereto as Exhibit 5, signed by the chief executive or chief
financial officer of the Company.
1.4 COMMITMENT FEE. In consideration for Secured Party issuing the
Commitment, the Company agrees to pay Secured Party a
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<PAGE>
fee ("Commitment Fee") computed monthly at the rate of .04167% per month on the
difference between the Commitment Amount and the sum of (i) the average daily
unpaid principal balance owing under the Revolving Credit Loans during the
preceding month, and (ii) the average daily amount of the Guaranties during the
period any Guaranty is issued which has not been drawn upon by the Bank during
the preceding month, which Commitment Fee shall be paid on the fifth day of each
month commencing on the first such day after the date hereof. The Commitment Fee
shall be calculated on the basis of a 360-day year for the actual number of days
elapsed.
1.5 REVOLVING CREDIT LOAN PREPAYMENTS. Under Section 5.2(a), the
Company may be obligated to make certain mandatory prepayments on the unpaid
principal amount of the Revolving Credit Loans. In addition, the Company may
prepay the Revolving Credit Loans in whole at any time or in part from time to
time, in either case with accrued interest to the date of such prepayment on the
principal amount being prepaid, provided that each such partial prepayment shall
be in the principal amount of $100,000 or an integral multiple thereof.
Prepayments shall be without premium or penalty.
1.6 TERM LOAN. Subject to the terms and conditions set forth herein,
Secured Party agrees to extend on June 30, 1994, the time for the payment of the
then remaining aggregate principal balance of the Revolving Credit Loans. The
Company's obligations under such extension shall be referred to herein as the
"Term Loan".
1.7 TERM LOAN REQUEST. The Company must request the Term Loan by
delivering to Secured Party, in sufficient time such that it is received by
Secured Party prior to June 30, 1994, a written extension request signed by the
chief executive or chief financial officer of the Company in substantially the
form attached hereto as Exhibit 6 (the "Term Loan Request"). The Term Loan shall
be due in forty-eight (48) equal consecutive monthly installments of principal
due on the first day of each month commencing on August 1, 1994. Each
installment shall be rounded upwards to the next whole dollar except in the case
of the final installment which shall be in an amount sufficient to pay in full
the remaining unpaid principal amount of the Term Loan. Each principal
installment shall be accompanied by a payment of interest accrued to the date of
such installment.
1.8 TERM LOAN PREPAYMENTS. Under Section 5.2(a), the Company may be
obligated to make certain mandatory prepayments on the unpaid principal amount
of the Term Loan. In addition, the Company shall have the right to prepay the
Term Loan in whole at any time or in part from time to time, together with
accrued interest to the date of such prepayment on the principal amount being
prepaid. Each prepayment shall be in the amount of
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$100,000 or an integral multiple thereof and shall be applied first to accrued
interest and then to principal installments remaining on the Term Loan in the
inverse order of their maturities.
1.9 INTEREST. The Company will pay interest on the unpaid principal
balance of each Revolving Credit Loan and the Term Loan, accrued from the date
of such loan until the principal amount thereof is paid in full, at a rate per
annum equal to the following:
the interest rate the interest rate
If the Prime on the Revolving on the Term Loan
Rate is: Credit Loan shall be: shall be:
- ------- --------------------- -----------------
Equal to or less 7.5% 8.5%
than 6%
Less than or equal 7.625% 8.5%
to 6.25% and greater
than 6%
Less than or equal 7.8125% 8.5%
to 6.5% and greater
than 6.25%
Less than or equal to 8.1875% 8.625%
6.75% and greater than
6.5%
Less than or equal to 8.3750% 8.75%
7% and greater than
6.75%
Less than or equal to 8.5625% 8.875%
7.25% and greater than
7%
Less than or equal to 8.7500% 9.0%
7.5% and greater than
7.25%
Less than or equal to 8.9375% 9.125%
7.75% and greater than
7.5%
Less than or equal to 9.1250% 9.250%
8% and greater than
7.75%
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Less than or equal to 9.3125% 9.375%
8.25% and greater than
8%
Less than or equal to 9.5% 9 .5%
8.5% and greater than
8.25%
Greater than 8.5% The Prime Rate The Prime Rate
plus 1% plus 1%
The Prime Rate shall mean the per annum lending rate publicly announced
from time to time by CoreStates Bank, N.A. (or any successor bank(s) thereto) as
the base rate for unsecured short term business loans, such rate being the rate
presently referred to by some banks as its base rate or as its reference rate or
as its corporate base rate or as its prime rate for unsecured loans of the
shortest maturity to corporate borrowers. Interest shall be calculated on the
basis of a 360-day year for the actual number of days elapsed and shall change
as and when the Prime Rate shall change. Interest shall be payable on the first
day of each month commencing with the first such day after the date of each
Revolving Credit Loan, or the Term Loan, as applicable, and on the Termination
Date. In the event any Event of Default (as defined herein) shall have occurred
and be continuing, a default rate (the "Default Rate") shall be payable monthly
on the first day of each month, or on demand by the Secured Party from and after
the date of occurrence and until such time as no Event of Default shall continue
to exist. Such Default Rate shall be a rate per annum equal to two percent
(2.0%) in excess of the interest rate then applicable to the Revolving Credit
Loan or Term Loan.
1.10 PAYMENTS GENERALLY. All payments of principal, interest and fees
or other amounts payable hereunder, shall be remitted to the Secured Party at
the address set forth opposite its name on the signature pages hereof in
immediately available funds. Whether any payment is stated as due on a day which
is not a Business Day, the maturity of such payment shall be extended to the
next succeeding Business Day and interest shall continue to accrue during such
extension.
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SECTION 2
REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Secured Party that:
2.1 ORGANIZATION, STANDING. It and its parent, Chemical Leaman
Corporation, each is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, has the
corporate power and authority necessary to own its assets, carry on its business
and enter into and perform its obligations hereunder, under the Revolving Credit
Loans, under the Term Loan and under all related loan documents (this Agreement,
the Revolving Loan Requests, the Term Loan Request, the Security Agreement
(defined in Section 3.1) and all related loan documents being referred to
herein, individually as a "Loan Document" and collectively, as the "Loan
Documents"). Except as set forth in Exhibit 7 hereof, it is qualified to do
business and is in good standing as a foreign corporation in each jurisdiction
in which it is required to so qualify unless the failure to so qualify would not
(i) have a material adverse effect on the Company or (ii) affect the validity or
enforceability of any Loan Document. Exhibit 8 attached hereto contains an
officer's certificate listing each state in which the Company has filed for or
obtained approval to operate and each state in which the Company provides
intra-state service under the jurisdiction of any state regulatory agency.
2.2 CORPORATE AUTHORITY, ETC. The making and performance of the Loan
Documents are within its power and authority and have been duly authorized by
all necessary corporate action. The making and performance of the Loan Documents
do not and will not require any consent or approval of any of its shareholders
or any other person which has not been obtained, do not and will not violate any
law, rules, regulation, order, writ, judgment, injunction, decree, determination
or award, do not violate any provision of its charter or by-laws, do not and
will not result in any breach of any agreement for payment of money where the
indebtedness thereof exceeds $250,000 or any lease having a present value in
excess of $50,000 to which it is a party, by which it is bound or to which any
of its assets is or may be subject; and do not and will not give rise to any
lien or charge upon any of its assets except in favor of the Secured Party. It
is not in default in any material respect under any of the foregoing. Exhibit 9
attached hereto is a copy of the resolution of the Company's Board of Directors
authorizing it to enter into this Agreement, the other Loan Documents, and the
transactions contemplated pursuant hereto and thereto, and naming those
representatives or it who are duly authorized to execute this
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Agreement and the other Loan Documents and to take other actions pursuant
hereto and thereto.
2.3 VALIDITY OF DOCUMENTS. Each Loan Document, when executed and
delivered, will be the legal, valid and binding obligation of the Company
enforceable against it in accordance with its terms. To the extent any Loan
Document purports to be the undertaking of a party other than the Company, ACONA
or the Secured Party, each such Loan Document, when executed and delivered, will
be the legal, valid, binding obligation of each of such other party enforceable
against each in accordance with its terms. Each Loan Document which purports to
create a lien or security interest, when executed and delivered, will be
effective to create the lien or security interest it purports to create. Except
as has been duly obtained and recited in Exhibit 10 attached hereto, no
authorization, consent, approval, license, exemption of or filing or
registration with any court, governmental agency or other tribunal is or will be
necessary to the validity or performance of any Loan Document.
2.4 LITIGATION. There are no actions, suits or proceedings pending or
threatened against or affecting it or any of its assets before any court,
government agency, or other tribunal, which would have a material adverse effect
on its or its Affiliates' financial condition, operation or assets or upon its
ability to perform under the Loan Documents except as set forth in Exhibit 11
attached hereto. "Affiliate" means any person who directly or indirectly
controls or is controlled by or is under common control with the Company.
"Control" means the power to direct or cause direction of the management and
policies of the controlled person.
2.5 ERISA. Each employee benefit plan of the Company or multiemployer
plan (the "Plans") in which any employee of the Company participate that is
subject to any provision of the Employee Retirement Income Security Act of 1974
or the Multiemployer Pension Plan Amendments Act of 1980 and of the regulations
adopted pursuant thereto (hereinafter collectively called "ERISA") is being
administered in accordance with the documents and instruments governing such
Plan, and such documents and instruments are substantially consistent with the
applicable provisions of ERISA. None of the Plans or the trusts created
hereunder have engaged in a "Prohibited Transaction" which could subject any
such Plan or trust to a material tax or penalty on prohibited transactions
imposed by the Internal Revenue Code of 1986, as amended (the "Code"), or ERISA.
None of the Plans which are "Employee Pension Benefit Plans" or the trusts
created hereunder have been terminated since September 2, 1974; nor has any such
Plan incurred any material liability to the Pension Benefit Guaranty Corporation
established pursuant to ERISA, other than for required insurance premiums which
have been paid when due, or incurred any material "Accumulated Funding
Deficiency"
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whether or not waived; nor has there been any "Reportable Event," or other
event or condition, which represents a material risk of termination or any such
Plan by the Pension Benefit Guaranty Corporation. With respect to multiemployer
plans to which the Company makes contributions but does not participate in the
administration of such plans, the Company's representations are based on
information received by it concerning each such plan. All contributions required
under collective bargaining agreements to which the Company is a party or by
which it is bound have been paid. Since April 29, 1980, the Company has not
withdrawn from participation in any "Multiemployer Plan" to which it makes
contributions, and the Company has not received any notice and is not aware that
any multiemployer plan to which it contributes is insolvent or in reorganization
status within the meaning of ERISA. As used herein, the terms "Prohibited
Transaction" and "Multiemployer Plans" shall have the respective meanings
assigned to them in the Code and in ERISA, and the terms "Employee Benefit
Plans," "Employee Pension Benefit Plans," "Accumulated Funding Deficiency,"
"Reportable Event" and "Withdrawal" shall have the respective meanings assigned
to them in ERISA.
2.6 FINANCIAL STATEMENTS. Its financial statements and the consolidated
financial statements of Chemical Leaman Corporation, both as of December 31,
1992 and for the period then ending, consisting in each case of a balance sheet,
related statements of changes in financial position and statements of operations
and changes in shareholders' equity, and accompanying footnotes, and the interim
financial statements of each, dated June 30, 1993 furnished to the Secured Party
in connection therewith are in each case complete and correct in all material
respects and fairly present the financial condition, results of operations and
changes in shareholders' equity of each as of the date and for the period
referred to, all in accordance with generally accepted accounting principles
consistently applied, subject to fiscal year-end audit adjustments in the case
of the interim financial statements. There has been no material adverse change
in the financial condition or operation of either it or Chemical Leaman
Corporation (consolidated) since the date of the interim financial statements
except as may have heretofore been disclosed to the Secured Party in writing
with a copy being attached hereto as Exhibit 12.
2.7 MARGIN REGULATIONS. No proceeds of any Loan hereunder will be
applied for the purpose of purchasing or carrying or trading in any securities,
including "Margin Stock" as defined from time to time by the Board of Governors
of the Federal Reserve System, or refinancing any credit previously extended for
any such purpose.
2.8 NOT IN DEFAULT. No Event of Default or other event which, with the
giving of notice or the passage of time or both,
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would constitute an Event of Default under any Loan Document has occurred and
is continuing.
2.9 APPROVAL OF REGULATORY AGENCIES. No consent, approval or
authorization, or designation, declaration or filing with any governmental
agency or authority which could in any way now or hereafter affect the validity
or enforceability of any Loan Document is required which has not been obtained.
2.10 TAX RETURNS. The Company has filed all federal, state and local
tax returns and reports which it is required by law to file and has paid all
taxes, assessments, withholdings and other governmental charges which are
presently due and payable.
2.11 PERMITS, LICENSES, ETC. The Company possesses all permits,
licenses, franchises, trademarks, copyrights and patents necessary to the
conduct of its business as presently conducted or as presently proposed to be
conducted, the absence of which would (i) have a material adverse effect on the
Company, or (ii) affect the validity or enforceability of any Loan Document.
2.12 DISCLOSURE GENERALLY. The representations and statements made by
or on behalf of the Company in connection with this credit facility and Loans
hereunder, including representations and statements in each of the Loan
Documents, do not and will not contain any untrue statement of a material fact
or omit to state a material fact or any fact necessary to make the
representations made not materially misleading. No written information, exhibit,
report, brochure or financial statement furnished by the Company to the Secured
Party in connection with this credit facility, Loans hereunder, or any Loan
Document contains or will contain any material misstatement of fact or omit to
state a material fact or any fact necessary to make the statements contained
herein not misleading.
SECTION 3
SECURITY
3.1 SECURITY DOCUMENTS. As security for the Obligations, the Secured
Party shall have valid, perfected first lien on and security interest in the
assets of the Company as specified in the Security Agreement dated November 30,
1990 between the Company and the Secured Party and all Schedule A's attached to
the Security Agreement now or at any time in the future (as amended and
supplemented, the "Security Agreement").
3.2 RELEASE OF COLLATERAL. Upon the payment in full of the Obligations
(other than the contingent indemnification obligations relating to a preference
under Section 547 of the Bankruptcy Code caused by issuance of or performance
under the Guaranty, as set forth in Section 1.1(b) herein) and the
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termination of the Commitment and the Guaranty, the Secured Party shall release
the lien and security interest of the Secured Party in the assets of the Company
as specified in each of the Loan Documents and shall do such things as are
reasonably requested by the Company to effect such release, provided, however,
if the Obligations (other than the contingent indemnification obligations
relating to a preference under Section 547 of the Bankruptcy Code caused by
issuance of or performance under the Guaranty, as set forth in Section 1.1(b)
herein) are paid in full, the Commitment is terminated and the Guaranty is still
outstanding, Secured Party will not be obligated to release its lien as
described above until the Company furnishes to Secured Party such amount of
cash, to be held as cash collateral and invested in a manner deemed appropriate
by Secured Party, as will pay the maximum amount which may be drawn by the Bank
under the Guaranty at the date of the prepayment and termination. The Company's
election to terminate the Commitment shall be in writing.
SECTION 4
CONDITIONS PRECEDENT
4.1 OBLIGATIONS OF SECURED PARTY. The obligation of Secured Party to
make any Loan (other than Revolving Credit Loans pursuant to Section 1.1(b)
above), to permit the conversion of the Revolving Credit Loans to the Term Loan
or to cause issuance of the Guaranty is conditioned upon the following:
(a) DOCUMENTS. The Company shall have delivered and the Secured
Party shall have received, as applicable, a Guaranty Request, a Revolving Loan
Request or a Term Loan Request, and a Borrowing Base Certificate (dated a date
which is the last day of the immediately preceding calendar month or a day in
the instant calendar month, as the Company may elect), and the Secured Party
shall also have received a certificate dated the date of such Loan, Guaranty or
Term Loan and signed by the chief executive or chief financial officer of the
Company to the effect set forth in Section 4.1(c).
(b) CONDITIONS. The amount of such Loan or such Guaranty, when
added to the Obligations, would not exceed the lesser of (i) the Borrowing Base
on the date of such Loan or such Guaranty or (ii) the Commitment Amount and,
after giving effect to such Loan or such Guaranty no Event of Default or event,
which with the giving of notice or the lapse of time or both, would constitute
an Event of Default, shall exist.
(c) COMPLIANCE; REPRESENTATIONS AND WARRANTIES. The Company and
Chemical Leaman Corporation shall have complied and be in compliance with all
covenants, agreements and conditions in each Loan Document and each
representation and warranty contained
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in each Loan Document shall be true with the same effect as though such
representation and warranty had been made on the date of such Loan.
(d) EVIDENCE OF AUTHORIZATION. The Secured Party shall have
received certified copies of all corporate or other action taken by the Company
and Chemical Leaman Corporation to authorize its execution, delivery and
performance of the Loan Documents and to authorize the Loans hereunder, together
with such other related papers as the Secured Party shall reasonably require.
(e) INCUMBENCY. The Secured Party shall have received a
certificate signed by the secretary or assistant secretary of the Company
together with the true signature of such officer or officers, upon which the
Secured Party shall be entitled to rely conclusively until it shall have
received a further certificate of the appropriate secretary or assistant
secretary amending the prior certificate and submitting the signature of the
officer or officers named in the new certificate.
(f) SECURITY AGREEMENT. The Secured Party shall have received a
Supplemental Schedule A to the Security Agreement in the form attached hereto as
Exhibit 13 describing the additional Revenue Equipment, if any, which is
necessary to satisfy the Borrowing Base requirements below, together with all
instruments, certificates of title, financing statements and other documents
then required to be delivered pursuant to the Security Agreement, in each
instance in form and substances satisfactory to the Secured Party.
(g) EVIDENCE OF PRIORITY. The Secured Party shall have received
evidence it deems reasonably appropriate that it has a first priority and
perfected security interest and lien on the Revenue Equipment.
4.2 REVOLVING CREDIT LOANS UNDER THIS AGREEMENT. The obligation of
Secured Party to make the first Revolving Credit Loan under this Agreement and
to cause issuance of the Guaranty are further conditioned upon the following:
(a) LEGAL OPINION. The Secured Party has received the favorable
written opinion of counsel for the Company which shall be addressed to the
Secured Party, in form and substance satisfactory to the Secured Party.
(b) SECURITY AGREEMENT. The Secured Party shall have received the
Security Agreement together with all instruments, certificates of title,
financing statements and other documents then required to be delivered pursuant
to the Security Agreement in each instance in form and substance satisfactory to
Secured Party.
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4.3 TERM LOAN. The obligation of Secured Party to make the Term Loan
is, in addition to the other conditions stated in this Section 4 (including,
without limitation, those with respect to a Borrowing Base Certificate, the Term
Loan Request and the absence of any defaults), further conditioned upon receipt
by the Secured Party of copies of all consents, approvals or authorizations,
each in form and substance reasonably acceptable to the Secured Party, of all
governmental agencies and authorities which may be required in connection with
insuring the validity and enforceability of the Term Loan. If the conditions
precedent herein relating to the Term Loan are not satisfied prior to the
Termination Date, the Secured Party shall have no obligation to make the Term
Loan and the Revolving Credit Loans shall then be immediately due and payable.
SECTION 5
COVENANTS OF COMPANY
The Company agrees that, so long as either the Commitment remains in
effect, or any Obligation is outstanding, other than contingent liability under
any indemnification provision (with the exception of the indemnification
provisions relating to the Guaranty) to the extent there are no such
indemnification claims by the Secured Party:
5.1 REPORTING REQUIREMENTS.
(a) ANNUAL FINANCIAL STATEMENTS. As soon as available but in any
event within 120 days after the end of each fiscal year, the Company will
deliver to Secured Party financial statements of Chemical Leaman Corporation
(consolidated) for such fiscal year. "Financial Statements" shall mean a balance
sheet, a statement of earnings or loss, and a statement of changes in financial
position for the fiscal year and the immediately preceding fiscal year in
comparative form. Financial Statements shall include consolidating balance
sheets and income statements of Chemical Leaman Corporation and its subsidiaries
and shall be in reasonable detail with appropriate notes and be prepared in
accordance with generally accepted accounting principles applied on a consistent
basis. Annual Financial Statements of Chemical Leaman Corporation shall be
certified (without any material qualification, exception or limiting statement
or disclosure) by independent public accountants of nationally recognized
standing who shall be acceptable to the Secured Party, which acceptance shall
not be unreasonably withheld.
(b) QUARTERLY FINANCIAL STATEMENTS. As soon as available but in
any event within 45 days after the end of each of the first three fiscal
quarters of each fiscal year, the Company will deliver to Secured Party
financial statements of the
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Company and Chemical Leaman Corporation (consolidated) for comparable period of
the preceding fiscal year and in each instance the cumulative year to date.
Quarterly financial statements shall be certified by the president, chief
executive or chief financial officer of the Company or Chemical Leaman
Corporation, as applicable, as being complete and correct in all material
respects, subject to normal year-end audit adjustments.
(c) OTHER STATEMENTS AND REPORTS. Promptly following request by
the Secured Party, the Company also will furnish such additional information,
reports or statements as the Secured Party from time to time may reasonably
request.
(d) ANNUAL AND QUARTERLY DEFAULT CERTIFICATES. Each annual and
quarterly financial statement will be accompanied by a certificate signed by the
president of the Company stating whether in his opinion an Event of Default or
event which with notice or lapse of time or both would become an Event of
Default exists on the date of said certificate together with a statement of the
details and action taken or to be taken if any Event of Default or event exists.
Each annual financial statement also will be accompanied by a statement of the
firm of independent public accountants which reported on statements of Chemical
Leaman Corporation to the effect that in the course of, and based solely upon
their regular audit of the financial statements of Chemical Leaman Corporation
and its wholly-owned subsidiary Chemical Leaman Tank Lines, Inc., nothing came
to their attention which caused them to believe that on the date of such
statements any Event of Default or event which with notice or lapse of time or
both would become an Event of Default or an event which with notice or lapse of
time or both would become an Event of Default existed, relating to Section 5.2
hereof, or, in the alternative that an Event of Default existed, relating to
Section 5.2 hereof, and setting forth the details thereof.
(e) INTERIM DEFAULT CERTIFICATES. The Company will deliver to
Secured Party forthwith upon occurrence of any Event of Default or event which
with notice or lapse of time or both would become an Event of Default a
certificate signed by the president of the Company stating the details and
action taken or to be taken with respect thereto.
(f) MONTHLY REPORTS. The Company will deliver to the Secured
Party within 30 days after the end of each month a Borrowing Base Certificate
dated the last day of such month together with appropriate schedules reflecting
the Revenue Equipment included in the Borrowing Base.
5.2 BORROWING BASE, FINANCIAL CONDITIONS AND RATIOS. The Company will
maintain (on a consolidated basis with its subsidiaries), and the Company agrees
that this Section 5.2 will be deemed breached if Chemical Leaman Corporation (on
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a consolidated basis) does not also maintain, a Borrowing Base and minimum
financial conditions and ratios, as follows:
(a) BORROWING BASE. The total amount of the unpaid principal of
the Loans and the Term Loan, the accrued and unpaid interest owing under the
Loans and the Term Loan, the amount guaranteed under the Guaranty (whether or
not Secured Party or ACONA has made payment under the Guaranty), the accrued and
unpaid fees and expenses owed by the Company to Secured Party, and all other
absolute and contingent obligations and liabilities of the Company to the
Secured Party and/or ACONA now existing or hereafter arising, whether under this
Agreement or any other agreement, including, without limitation, liabilities
arising as a result of preference claims under Section 547 of the Bankruptcy
Code (collectively, the "Obligations"), shall not, in the aggregate, exceed the
Borrowing Base, provided such covenants shall not be deemed breached if, within
twenty seven (27) days after each date on which the Obligations exceed the
Borrowing Base, a prepayment on the Obligations is made in an amount sufficient
to assure continued compliance with the covenant going forward or additional
equipment which is satisfactory to Secured Party and which is of a Value
sufficient to cause the Borrowing Base to exceed the Obligations is added to the
Revenue Equipment.
"BORROWING BASE" shall be determined on the first date of each month
and shall mean an amount equal to the then aggregate Book Value of all Revenue
Equipment on such date.
"BOOK VALUE" for an item of Revenue Equipment as of any date of
determination shall mean (a) the Value thereof plus Refurbishments thereto less
Depreciation thereto as of such date (b) times 85%. Any item of Revenue
Equipment which is lost, stolen or destroyed or which is materially damaged but
not repaired within thirty (30) days shall have a Book Value of zero.
"VALUE" of an item of Revenue Equipment shall mean:
(i) with respect to all Revenue Equipment listed in Schedule A to
the Security Agreement dated November 30, 1990 ("Schedule A") the respective
values thereof;
(ii) with respect to each used item of equipment to be added as
Revenue Equipment to Schedule A at a later date, (i) the value of similarly
equipped Revenue Equipment of the same manufacturer, model and year listed in
the appraisal prepared by Tank Trailers, Inc. dated October 5, 1990 (the
"Appraisal") less Depreciation and (ii) which does not meet the parameters of
subsection (i) of this paragraph (b), the value which Secured Party and Company
shall agree upon, and (iii) if subsections (i) and (ii) of this paragraph (b)
are not applicable, then the appraised value which Tank Trailers, Inc. shall
determine in
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accordance with the method used by Tank Trailers, Inc. under the Appraisal;
(iii) with respect to each item of equipment purchased new by the
Company, which has not been used by the Company or anyone else for more than
ninety (90) days at the time it is to be added as Revenue Equipment to Schedule
A at a later date, the purchase cost to Company of such new item of Revenue
Equipment.
"REFURBISHMENTS" shall mean an amount equal to 80% of the cost to
Company of the work performed by independent, unaffiliated third parties
constituting material rebuilding or replacement of the superstructure,
undercarriage, tanks, liners, cryogenic equipment or the like of the Revenue
Equipment. Such costs shall constitute Refurbishments only in the event the
related work is performed on an item of Revenue Equipment subsequent to the date
such item of Revenue Equipment is added to Schedule A as Revenue Equipment. In
no event shall all aggregate Refurbishments, for purposes of determining the
Borrowing Base, exceed $3,000,000 per year. Repairs to damaged Revenue Equipment
shall not be deemed Refurbishments.
"DEPRECIATION" for an item of Revenue Equipment as of any date of
determination shall mean an amount equal to .83% of its original purchase price
to the Company times (a) in the case of Revenue Equipment whose value is
determined under paragraphs (a), (b)(ii), (b)(iii) or (c) above, the number of
months such item of Revenue Equipment has been listed as Revenue Equipment on
Schedule A and (b) in the case of Revenue Equipment whose value is determined
under paragraph (b)(i) above, the number of months from the date hereof to the
date of determination.
"REVENUE EQUIPMENT" shall mean all the Company's trucks, tractors,
trailers and similar equipment described in Schedule A to the Security Agreement
as such Schedule A shall be amended or supplemented from time to time, in which
Secured Party has a first priority and perfected security interest.
(b) CURRENT RATIO. A current ratio (Current Assets to Current
Liabilities exclusive of the current portion of long term liabilities) of not
less than 1:1.
(c) CURRENT ASSETS and CURRENT LIABILITIES shall mean,
respectively, all assets or liabilities of the Company which would, in
accordance with generally accepted accounting principles, be classified as
current assets, as applicable; provided, however, that the term Current
Liabilities shall exclude the Company's obligations under (i) this Agreement,
and (ii) the Receivables Purchase Agreement between the Company, Quala Systems,
Inc. and Pickering Way Funding Corp. ("Receivables Agreement").
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(d) TANGIBLE NET WORTH. Tangible net worth (tangible assets i.e.,
total assets excluding patents, copyrights, capitalized research and development
costs, goodwill, operating rights and other intangible assets, minus total
liabilities (excluding all operating leases)) of the Company of not less than
$20,142,000, and tangible net worth of Chemical Leaman Corporation (on a
consolidated basis and including the book value of all outstanding Series A
Preferred Stock) of not less than $21,962,000.
(e) LIABILITIES TO TANGIBLE NET WORTH. A ratio of Total
Liabilities to Tangible Net Worth of the Company and Chemical Leaman
Corporation, respectively, which is not at any time more than 3.97:1, and
3.82:1.
"TOTAL LIABILITIES" shall mean the total liabilities shown on the
balance sheet, of the Company or Chemical Leaman Corporation, as applicable,
plus, to the extent not shown on such balance sheet, the value of all leases,
including all operating leases discounted to present value at the rate of return
which the lessee will pay on each lease.
(f) DEBT COVERAGE. With respect to the Company, a ratio of
Current Income to Current Obligations at all times specified not less than
1.00:1.
"CURRENT INCOME" shall mean consolidated net income of the Company for
the fiscal period plus depreciation deducted during the period and amounts added
to or subtracted from, as applicable, any reserve for deferred tax liability
during the period minus any dividends or distributions paid or declared during
the period.
"CURRENT OBLIGATIONS" shall mean (i) the amount of all obligations
maturing within the next succeeding 365 days excluding the Company's obligations
under the Loans, the revolving credit facility with CoreStates Bank, N.A. and
the Receivables Agreement; plus (ii) 25% of the principal balance of the Loans
and Term Loan outstanding hereunder plus the principal balance of the notes
outstanding under the revolving credit facility with CoreStates Bank, N.A. plus
the principal balance of the Company's obligations under the Receivables
Agreement. In calculating this ratio, Current Income shall be determined for
each period based on actual Current Income for the preceding four fiscal
quarters.
5.3 PERFORMANCE OF LOAN DOCUMENTS; FURTHER ASSURANCES. The Company will
duly and punctually perform each and every undertaking under each Loan Document
and execute and deliver all such other and further instruments, and do and
perform all such further acts and things as the Secured Party may reasonably
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request to assure the rights and benefits afforded by the Loan Documents or
which are intended so to be afforded, including but not limited to rights and
benefits of any security interest therein granted.
5.4 COMPLIANCE WITH LAWS. The Company will comply with all applicable
laws, rules, regulations and orders of any governmental authority to which it
may be subject, the failure to which would (i) have a material adverse effect on
the Company or (ii) affect the validity or enforceability of the Loan Documents,
including but not limited to the payment and discharge of all taxes, assessments
and governmental charges upon it, its income and its assets and properties prior
to the dates on which penalties are attached thereto, except to the extent such
compliance shall be contested in good faith and by appropriate proceedings.
5.5 MAINTENANCE OF ASSETS; PERMITS, LICENSES, ETC. The Company will
maintain and preserve the Revenue Equipment and substantially all of its other
assets in good working order and condition, ordinary wear and tear excepted, and
will continue to possess all permits, licenses, franchises, trademarks,
copyrights, and patents necessary to the conduct of its business as conducted or
as proposed to be conducted, the failure to which would (i) have a material
adverse effect on the Company or (ii) affect the validity or enforceability of
the Loan Documents, except for its transfer of various trademarks assigned to
its wholly-owned subsidiary, CLT Services, Inc. As set forth in the definition
of "Book Value" in Section 5.2 herein, any item of Revenue Equipment which is
lost, stolen or destroyed or which is materially damaged but not repaired within
thirty (30) days shall have a Book Value of zero, but shall not otherwise
constitute a breach of this covenant by the Company.
5.6 CORPORATE EXISTENCE. The Company and Chemical Leaman Corporation
each will maintain itself in good standing as a business corporation under the
jurisdiction of its incorporation and qualify and remain qualified to do
business in all jurisdictions where the nature of the business it transacts or
the character of the assets or properties owned or leased by it makes such
qualification necessary, the failure to which would (i) have a material adverse
effect on the Company or (ii) affect the validity or enforceability of the Loan
Documents.
5.7 BOOKS AND RECORDS. The Company will keep adequate records and books
of account in which complete and correct entries will be made in accordance with
generally accepted accounting principles, reflecting all its financial
transactions. The Company will permit the Secured Party, or the representative
of the Secured Party to examine and make copies of and abstracts from the
records and books of account, visit the properties of the Company, and discuss
the affairs, finances, assets and
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accounts of the Company with any officer, director or other executive of the
Company.
5.8 MERGER; PURCHASE OR SALE OF ASSETS. The Company will not (a)
dissolve, (b) adopt or enter into any plan or agreement of liquidation, (c)
enter into any merger or consolidation with or acquire all or substantially all
of the assets of any other person unless the surviving entity shall be the
Company, or (d) sell or otherwise suffer a transfer of any shares of its capital
stock to any person other than Chemical Leaman Corporation.
5.9 LOANS; ADVANCES. After December 31, 1992, the Borrower shall not
make any additional loans to others, except that the Borrower may make loans to
(a) the Parent in an aggregate amount not to exceed (i) an additional $6,000,000
at any time outstanding during calendar year 1993 and (ii) an additional
$3,000,000 at any time outstanding during calendar year 1994, the proceeds of
which shall be used by the Parent only to pay operating and administrative
expenses; (b) its Subsidiaries, the Parent (which shall be in addition to the
loans provided in clause (a) above) and the Parent's Subsidiaries in an
aggregate amount not to exceed $3,500,000 at any time outstanding; and (c) the
Company's owner/operators in an aggregate amount not to exceed $2,000,000 at any
time outstanding.
5.10 NATURE OF BUSINESS. The Company shall not change the nature of its
business to the extent that the Revenue Equipment would not be appropriate to
service its busness. In this regard, the Company acknowledges that (i)
currently, the nature of the Company's business is over the road haulage of bulk
products, chemicals, petroleum, natural gas and the like (the "Basic Business")
and (ii) the Company has selected and purchased the Revenue Equipment
specifically to serve the Basic Business.
SECTON 6
DEFAULT
6.1 EVENTS OF DEFAULT. The Company shall be in default if any one or
more of the following events ("EVENT OF DEFAULT") occurs:
(a) PRINCIPAL OR INTEREST. The Company fails to pay any
installment of principal of or interest on the Loans or the Term Loan within 5
days after the date it is due and payable (whether at maturity, by notice of
intention to prepay, or otherwise) or fails to pay within 10 days after written
notice that any other amount is due and payable under any Loan Document:
(b) NO NOTICE COVENANTS. The Company fails to observe or perform
any covenant or agreement contained in Sections 5.1,
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5.2, 5.6, 5.7, 5.8, 5.9 or 5.10 without regard to whether or not any such notice
of such failure has been given by the Secured Party;
(c) NOTICE COVENANTS. The Company fails to observe or perform any
covenant or agreement contained in any Loan Document other than those
contemplated in clause (b) above for 30 days after written notice thereof has
been given by the Secured Party specifying the default and requiring that it be
remedied;
(d) REPRESENTATIONS, WARRANTIES, ETC. Any representation or
warranty made by the Company in any Loan Document or any statement or
representation made in any certificate (including, without limitation, the
Revolving Loan Request, the Term Loan Request and the Borrowing Base
Certificates), report or opinion delivered in connection with any Loan Document
shall prove to have been incorrect in any material respect when made;
(e) CROSS DEFAULT. Any obligation of the Company or Chemical
Leaman Corporation to any person for payment of money where the indebtedness
thereof exceeds $1,000,000 becomes or is declared to be due and payable prior to
its stated maturity of any event of default or event which with the passing of
time or notice or both shall have occurred the effect of which will permit the
holder of any such obligation to demand payment of such obligation prior to its
stated maturity, or any obligation of the Company or Chemical Leaman Corporation
under any lease having a present value in excess of $1,000,000, whether
operating or capital in nature, shall be in default the effect of which will
permit the lease to be terminated or money damages to be collected;
(f) BANKRUPTCY, ETC. The Company or Chemical Leaman Corporation
is dissolved or liquidated, makes an assignment for the benefit of creditors,
files a petition in Bankruptcy, is adjudicated insolvent or bankrupt, petitions
or applies to any tribunal for any receiver or trustee, commences any proceeding
relating to itself under any bankruptcy, reorganization, readjustment of debt,
dissolution or liquidation law or statute of any jurisdiction, has commenced
against it any such proceeding which remained undismissed for a period of 60
days, indicated its consent to, approval of or acquiescence in any such
proceeding or any receiver or trustee for the Company or Chemical Leaman
Corporation for any substantial part of the property of either is appointed, or
the Company or Chemical Leaman Corporation suffers any such receivership or
trusteeship to continue undischarged for a period of 60 days;
(g) JUDGMENT. Any judgments against the Company or any
attachments against its assets or property for amounts in excess of $1,000,000
in the aggregate remain unpaid, unstayed on
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<PAGE>
appeal, undischarged, unbonded and undismissed for a period of 60 days;
(h) ERISA. Any Reportable Event (as such term is defined in ERISA
or any other fact or circumstance which the Secured Party in good faith
determines constitutes ground for the termination of any employee benefit plan
maintained for employees of the Company or Chemical Leaman Corporation and
covered by Title IV of ERISA or grounds for the appointment by an appropriate
United States District Court of a trustee to administer any such plan, shall
have occurred and be continuing for 5 days, or any such plan shall be terminated
within the meaning of such Title IV, or a trustee shall be appointed by the
appropriate United States District Court to administer such plan or the Pension
Benefit Guaranty Corporation shall institute proceedings to terminate any such
plan or to appoint a trustee to administer such plan, if upon the termination of
the plan or plans with respect to which any of the foregoing events shall have
occurred there is or would be, in the reasonable judgment of the Secured Party,
a material resultant liability of the Company or Chemical Leaman Corporation; or
(i) OWNERSHIP. Mr. David R. Hamilton, Mr. George McFadden, Mr.
John McFadden and the Estate of Joseph C. Szabo, the members of their immediate
families, and trusts they control for the benefit of the members of their
immediate families, shall own, in the aggregate, beneficially and of record,
less than (i) fifty percent 50% of the outstanding common stock of Chemical
Leaman Corporation or (ii) if and so long as David Hamilton is the Chief
Executive Officer of Chemical Leaman Corporation, thirty percent (30%) of such
stock.
THEN and in every such event other than those specified in clause (f)
above, Secured Party may, in its sole discretion, terminate the Commitment (the
date of such termination being a Termination Date as defined in Section 1.1) and
declare the Obligations payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Company. Upon the
occurrence of any event specified in clause (f) above, the Commitment shall
automatically terminate the Obligations, shall immediately be due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Company. If the Guaranty shall remain unfunded at such
time, Secured party shall be entitled to withhold from the proceeds of
disposition of the Revenue Equipment sufficient funds to satisfy the obligations
under the Guaranty.
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<PAGE>
SECTION 7
MISCELLANEOUS
7.1 WAIVER. No failure or delay on the part of the Secured Party or
ACONA exercising any right, power or remedy under any Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy under any Loan Document. The
remedies provided under the Loan Documents are cumulative and not exclusive of
any remedies provided by law.
7.2 AMENDMENTS. No amendment, modification, termination or waiver of
any Loan Document or any provision thereof nor any consent to any departure by
the Company or Chemical Leaman Corporation therefrom shall be effective unless
the same shall be in writing and be signed by the Secured Party and then any
such waiver or consent shall be effective only in the specified instance and for
the specific purpose for which given. No notice to or demand on the Company
shall entitle the Company to any other or further notice or demand in similar or
other circumstances. No amendment, modification, termination or waiver shall
affect the payment of principal, interest or any fee provided herein, or change
the Commitment.
7.3 GOVERNING LAW. The Loan Documents and all rights and obligation of
the parties hereunder shall be governed by and be construed and enforced in
accordance with the laws of Pennsylvania.
7.4 ASSIGNMENT. Each Loan Document shall bind and inure to the benefit
of the Company and Secured Party and their respective successors and assigns,
except that the Company shall not have the right to assign any of its rights,
obligations or any interest of it under any Loan Document without the prior
written consent of the Secured Party. No person not a party to any Loan
Documents is intended to be benefitted thereby.
7.5 SEVERABILITY. Any provision of any Loan Document which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
affecting the validity or enforceability of such provision in any other
jurisdiction.
7.6 CAPTIONS. Captions in the Loan Documents are included for
convenience of reference only and shall not constitute a care of any Loan
Document for any other purpose.
7.7 NOTICES. All notices, requests, demands, directions, declarations
and other communications between the Secured Party
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<PAGE>
and the Company provided for in any Loan Document shall, except as otherwise
expressly provided, be mailed by registered or certified mail, return receipt
requested, or telecopied, or delivered in hand to the applicable party at its
address indicated by its signature on the signature page hereto. The foregoing
shall be effective when deposited in the mails, postage prepaid, addressed as
aforesaid and shall whenever sent by telecopy or delivered in hand be effective
when received. Any party may change its address by a communication in accordance
herewith.
7.8 EXPENSES OF THE SECURED PARTY. The Company will from time to time
reimburse the Secured Party on demand for all expenses (including the reasonable
fees and expenses of legal counsel) in connection with the preparation of the
Loan Documents, the making of any Revolving Credit Loans, the ordinary
administration of the Loan Documents, including all out-of-pocket expenses
incurred by the Secured Party with respect to obtaining, amending, or releasing
certificates of title, the enforcement of the Loan Documents, appraisals under
Section 5.2 hereof, and except for liabilities and damages arising from the
Secured Party breach of this Agreement or any Loan Document, all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits and costs
expenses and disbursements which may be imposed on, incurred by or asserted
against the Secured Party in any way relating or arising out of this Agreement
or any Loan Document or any action taken or omitted by the Secured Party
hereunder or thereunder.
7.9 COUNTERPARTS; EFFECTIVENESS. This Agreement and any amendment
hereto or waiver hereof may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement and any amendments
hereto or waivers hereof shall become effective when the Secured Party shall
have received signed counterparts or notices by telecopy of the signature page
that the counterpart has been signed and is being delivered to the Secured Party
or telex that such counterparts have been signed by all of the parties hereto or
thereto.
7.10 FINANCING STATEMENTS. Secured Party has filed against the Company
financing statements with collateral descriptions covering all of the Company's
present and future trailers and semi-trailers. In the event the Company (i)
seeks financing from a source other than Secured Party and such source requires
as a condition to such financing a lien against trailers and semi-trailers other
than the Revenue Equipment (the "Additional Equipment"), or (ii) elects to sell,
transfer or otherwise dispose of any item of Additional Equipment, upon the
Company's written request Secured Party agrees to promptly release its interest
in the Additional Equipment and execute and deliver to the Company such
documents and instruments as the Company may
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<PAGE>
reasonably request to evidence such release. The agreement within this Section
shall not be construed as waiver of any of the terms and conditions of this
Agreement.
7.11 CONFIRMATION. This Amended and Restated Revolving Credit Agreement
does not create or evidence new indebtedness but merely amends and restates the
terms and provisions of the Revolving Credit Agreement.
IN WITNESS WHEREOF, the Company and the Secured Party have caused this
Agreement to be executed by their proper corporate officers thereunto duly
authorized as of the day and year first above written.
102 Pickering Way CHEMICAL LEAMAN TANK LINES, INC.
Exton, PA 19341
Attention:
Charles E. Fernald, Jr. By: /s/ [ILLEGIBLE]
Telecopy #: (215) 363-4251 ----------------------------------
Title:
-------------------------------
300 E. Carpenter Freeway ASSOCIATES COMMERCIAL CORPORATION
Irving, Texas 75062
Attention:
Charles W. Staudenmayer By: /s/ C.W. Staudenmayer
Telecopy #: (214) 541-3381 ---------------------------------
Title: Senior Vice President
-------------------------------
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<PAGE>
LIST OF EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1 ACONA Limited Guaranty
2 Guaranty Request
3 ACONA/Secured Party Indemnity
4 Revolving Loan Request
5 Borrowing Base Certificate
6 Term Loan Request
7 Exceptions to Business Qualification
8 List of Regulated States
9 Board Resolution
10 Exceptions to Authorization Covenants
11 Litigation
12 Exceptions to No Material Adverse Change Covenant
13 Supplemental Schedule A to Security Agreement
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<PAGE>
LIMITED GUARANTY
(Letter of Credit)
Issuing Bank
xxxxx xxxxxx xxxx xxxx xxxxx
Beneficary Amount
U.S. Dollars
($ )
Application for Letter of Credit Expiry Date:
Dated:
(herein called the Application)
Applicant has requested that Bank extend financial accommodations to
Applicant by issuing the commerical or standby letter of credit described in the
Application for Applicants account and by honoring or accepting drafts drawn in
accordance with such letter of credit. In order to induce Bank to extend such
financial accommodation to Applicant, Associates Corporation of North American
("ACONA:) hereby guarantees the full payment when due, upon five (5) days
written demand from Bank to ACONA, of all of the obligations of Applicant to
Bank described below, provided however, that ACONIA obligation to Bank hereunder
is limited to a maximum of United States Dollars ($ ). As
used herein, "Obligations" shall mean and refer to (a) all debts, liabilities
and obligations of Applicant to Bank owing in conjunction with the letter of
credit described in the Application and (b) all debts, liabilites and
obligations of Applicant with respect to any drafts honored and or accepted by
Bank in accordance with such letter of credit. A copy of the Application is
attached hereto as Exhibit A, incorporated herein by this reference, and made a
part hereof.
Except as may be specifically provided herein, this is an absolute,
unconditional guaranty of payment and not of collectibility. This Guaranty is
limited in amounts specific and applies only to the Obligations of the
Applicant described above. Under no circumstances shall this Guaranty be
construed as a continuing guaranty, a guaranty in excess of the stated maximum,
or a guaranty of any other indebtedness of Applicant to Bank.
1. Bank shall not, without the prior written consent of ACONA,
renew, extend, refund, modify or amend the terms of any Application, the letter
of credit itself or any acceptance(s) created or drawn in accordance with the
Application, or in any manner surrender, release, or otherwise discharge the
Applicant from Applicant's Obligations with respect thereto, other than upon
receipt by Bank of payment or settlement in full. Only one or more of the
following individual's is authorized to execute any such consent on behalf of
ACONA:
Ronald J. Krause
Harold D. Marshall
(Specimen Signature)
Bank shall not, without prior written notice to ACONA, exercise any of its
rights against the Applicant, any collateral or security for the Obligations of
Applicant guaranteed hereunder, or as against any other party primarily or
secondarily liable with respect to the Obligations guaranteed hereunder. Bank
may apply the proceeds of any collateral or security (other than any sums
received pursuant to this Guaranty) to any indebtedness of Applicant to Bank as
permitted by the terms of the security agreement(s) between Applicant and Bank
and in such order as it may elect without any requirement to account to ACONA
for the order or authorization.
2. Bank shall not be required, as a condition of this Guaranty,
(i) to proceed against the Applicant by suit or otherwise; (ii) to obtain,
perfect an interest in, foreclose, proceed against, liquidate or exhaust any
collateral securing the Obligations of Applicant to Bank: or (iii) to exercise,
pursue or enforce any remedy Bank may have against the Applicant, any other
guarantor of the Obligations of the Applicant or any other party. The liability
of ACONA hereunder is not conditioned or contingent upon the validity,
sufficency or enforceability of any agreement evidencing the Obligations of
Applicant or any collateral or security therefor or guarantees thereof. ACONA
shall not avail itself of any defense which the Applicant may have against Bank
other than (i) the full payment to or settlement of the Obligations guaranteed
hereunder, and/or (ii) the wrongful honoring or accepting by Bank of drafts
drawn in conjunction with the letter of credit.
3. ACONA shall have no right of subrogation to the rights of Bank
hereunder, nor any right to participate in any collateral held by Bank, on
account of payment by it of certain of the Obligations guaranteed hereunder,
unless all Obligations of Applicant to Bank guaranteed hereunder have been paid
in full. Upon payment in full by ACONA, Bank will assign and transfer all of
Bank's rights as against Applicant with respect to such Obligations to ACONA, or
to a subsidiary of ACONA designated by ACONA, "without recourse or warranty,
express or implied," and will endorse and delver all documents, instruments,
bill of lading, and or documents of title, either establishing such Obligations
or created, issued or received in connection therewith. Bank hereby agrees that,
until such time as any document, instrument, bill of lading and, or document of
title received by Bank in connection with the letter of credit described in the
Application is delivered to Applicant in accordance with such letter of credit.
Bank shall hold any such document, instrument, bill of lading and/or document of
title as balance for ACONA and its subsidiaries, as well as for Bank's own
purposes, and not as agent or bailee of Applicant.
4. ACONA represents to Bank that the execution and performance
of this Guaranty have been duly authorized by all necessary corporate action,
that this Guaranty is issued in conjunction with the business operations of a
commercial finance subsidiary of ACONA and that the amount of the Obligations
guaranteed hereunder is and shall continue to be within all dollar limitations
from time to time approved by resolution of the Board of Directors or the
Executive Committee of the Board of Directors of ACONA for guarantees of this
type. Upon request of Bank, ACONA hereby agrees to provide Bank with a copy of
the applicable resolutions certified by the Secretary or an Assistant Secretary
of ACONA.
5. This Guaranty shall inure to the benefit of and may be
enforced by Bank, its successors and assigns and any party to whom all or any
part of the Obligations guaranteed hereunder may be transferred, negotiated or
assigned. If a portion of the Obligations guaranteed hereunder is sold,
transferred or negotiated, Bank shall have the right to enforce this Guaranty as
to the remaining portion of the Obligations.
6. ACONA hereby waives notice of acceptance of this Guaranty and
it shall be conclusively presumed that the issuance by Bank of the letter of
credit described in the Application and/or the honoring or accepting of drafts
in accordance with its terms was made, honored or accepted in reliance upon this
Guaranty.
7. The obligations of ACONA to Bank hereunder shall automatically
terminate upon the early of (a) full payment or settlement in full of the
Obligation guaranteed hereunder or (b) the Expiry Date. Any demand for payment
by Bank to ACONA hereunder must be in writing and must be sent to:
Associates Corporation of North America
c/o Associates Commercial Corporation
Attention:
8. This Guaranty shall be governed, construed and enforced in
accordance with the laws of the State of Illinois. Each provision of this
Guaranty is intended receivable. In the event that any provision hereof shall be
deemed to be invalid by reason of the operation of any law or by reason of any
interpretation placed in by any court, this Guaranty shall be construed as not
containing such provision and the invalidity of such provision shall not affect
the validity of any other provision hereof and any and all provisions hereof
which are otherwise lawful and valid shall remain in full force and effect.
In Witness Whereof, Associates Corporation of North America has executed
this Limited Guaranty this ______day of ___________________________.
Attest: Associates Corporation of North America
By By
--------------------------------- --------------------------------------
EXHIBIT 1 TO AMENDED AND RESTATES REVOLVING CREDIT AGREEMENT
<PAGE>
EXHIBIT 2 MADE TO AND FORMING A PART OF THE AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT DATED JANUARY 1, 1994
GUARANTY REQUEST
TO: Associates Commercial Corporation
Chemical Leaman Tank Lines, Inc. ("Company") hereby requests
Associates Commercial Corporation ("Secured Party") to cause Associates
Corporation of North America to issue a Limited Guaranty (the "Guaranty") to
____________________________________________________________________________ in
the form attached, as Exhibit 1, to the Amended and Restated Revolving Credit
Agreement dated October 15, 1993 between Company and Secured Party which amends
that certain Revolving Credit Agreement dated November 30, 1990 between Company
and Secured Party (as amended the "Revolving Credit Agreement"). The Guaranty
shall be in the amount of $________. The Company's rights and obligations
regarding the Guaranty are subject to the Revolving Credit Agreement.
The undersigned, on behalf of Company, represents and warrants to
Secured Party that:
1. Company has not directly or indirectly violated any of the
provisions of the Revolving Credit Agreement and has performed and will continue
to perform all of Company's obligations under the Revolving Credit Agreement in
accordance with the terms thereof; and
2. Each representation and warranty contained in the Revolving
Credit Agreement is true and correct as of the date hereof.
Attached hereto is a Borrowing Base Certificate bearing even date
herewith.
Dated:
------------------------------
CHEMICAL LEAMAN TANK LINES, INC.
By:
---------------------------------
Title:
------------------------------
<PAGE>
EXHIBIT 3 MADE TO AND FORMING A PART OF THE AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT DATED JANUARY 1, 1994
INDEMNIFICATION LETTER
Date:
----------------------
Associates Corporation of North America
250 E. Carpenter Freeway
Irving, TX 75062-2789
Gentlemen:
Associates Commercial Corporation ("ACC") hereby requests that, as a
financial accommodation to ACC, Associates Corporation of North America
("ACONA") execute and deliver its guaranty of payment of indebtedness owed by
Chemical Leaman Tank Lines, Inc. (the "Company") to ___________________________
(the "Bank") which will issue a letter of credit to Home Indemnity Company for
the account of the Company. Such guaranty shall be similar in form and substance
to the Limited Guaranty attached hereto.
In consideration of ACONA's issuance of such guaranty and any
renewals thereof, ACC hereby absolutely and unconditionally agrees to indemnify
and hold ACONA harmless from and against any loss, damage, expense, liability or
payment arising by reason of the performance or the making of any payment,
whether to the Bank or any other party, under such guaranty, including, without
limitation, any liability arising as a result of a preference under Section 547
of the Bankruptcy Code caused by issuance of or performance under such guaranty,
and further agrees to either provide ACONA with all funds necessary to honor
such guaranty, to reimburse ACONA for any sums ACONA may be required to advance
pursuant to such guaranty, or to advance directly to the Bank the funds
necessary to honor such guaranty.
Very truly yours,
ASSOCIATES COMMERCIAL CORPORATION
By:
----------------------------------------
Title:
------------------------------------
<PAGE>
EXHIBIT 4 MADE TO AND FORMING A PART OF
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
DATED JANUARY 1, 1994
REVOLVING LOAN REQUEST
Date:
-----------------
TO: Associates Commercial Corporation
A. Request. Chemical Leaman Tank Lines, Inc. ("Company") hereby
requests Associates Commercial Corporation ("Secured Party") to make a loan
("Loan") to Company in the principal amount of _____________________ Dollars
($________) ("Principal Amount") pursuant to that certain Revolving Credit
Agreement between Company and Secured Party dated __________________, 1990 (the
"Revolving Credit Agreement"). The Loan requested hereunder is a Revolving
Credit Loan, as defined in the Revolving Credit Agreement and is subject
thereto.
B. REPRESENTATIONS AND WARRANTIES. The undersigned, on behalf of
Company, represents and warrants to Secured Party that:
1. Company has not directly or indirectly violated any of the
provisions of the Revolving Credit Agreement and has performed and will continue
to perform all of Company's obligations under the Revolving Credit Agreement in
accordance with the terms thereof;
2. the Loan will be utilized by Company for purposes in the
ordinary course of its business and the Loan will not be utilized for
shareholder loans, stock redemption or other purposes not in the ordinary course
of Company's business; and
3. each representation and warranty contained in the Revolving
credit Agreement is true and correct as of the date hereof.
C. REPAYMENT. If the conditions precedent to the Loan as set forth in
the Revolving Credit Agreement are met and Secured Party advances the Loan
proceeds requested hereunder, Company promises to pay to Secured Party at 300 E.
Carpenter Freeway, Irving, Texas 75062, or such other place as Secured Party may
designate in writing, the Loan in the following manner:
The Principal Amount, together with all accrued and unpaid interest,
shall be payable on ___________, 1991. Interest before maturity shall be payable
monthly on the unpaid Principal Amount, at the Governing Rate (as defined
below). The first interest payment shall be payable on ______________ and
subsequent interest payments shall be payable on the like date of each month
thereafter. Mandatory prepayments hereunder may be required pursuant to the
Revolving Credit Agreement.
<PAGE>
The "Governing Rate" shall mean a simple interest per annum rate equal
to the fixed rate of 1% plus the Prime Rate (as defined below) in effect as of
the first business day of each month, but in no event shall the Governing Rate
exceed 13% simple interest per annum or be less than 9.5% simple interest per
annum.
The "Prime Rate" shall mean the per annum lending rate publicly
announced from time to time by Philadelphia National Bank (or any successor
bank(s) thereof) as the base rate for unsecured short term business loans, such
rate being the rate presently referred to by some banks as its base rate or as
its reference rate or as its corporate base rate or as its prime rate for
unsecured loans of the shortest maturity to corporate borrowers.
The Governing Rate hereunder shall be computed at the option of Secured
Party on the basis of a 360-day year for the actual number of days elapsed. All
payments may at the option of Secured Party be applied first to delinquency
charges, then to interest, and then to principal. The acceptance by Secured
Party of any payment which is less than payment in full of all amounts due and
owing at such time shall not constitute a waiver of the Secured Party's right to
receive payment in full at such or at any other time.
Time is of the essence hereof. Upon failure of the Company to make any
payment on its due date, or upon the occurrence of an event of default or other
breach of any of the provisions of the Revolving Credit Agreement or any other
instrument or agreement by the Company to Secured Party (collectively the
"Documents") and at any time thereafter as long as the default continues,
Secured Party may, at its option, with or without notice to the Company (which
notice of intention to accelerate is hereby expressly waived by Company),
declare all remaining payments to be immediately due and payable, with interest
thereon at a per annum rate of 3% plus the Prime Rate, if not prohibited by law,
otherwise at the highest rate that the Company can legally obligate itself to
pay and/or Secured Party can legally collect (the "Default Rate"). In the event
of a default as described above, the Default Rate will accrue from the date of
such default until such time as no event of default shall exist, regardless of
whether or not the amounts owing hereunder have been accelerated.
The Company and all sureties, endorsers, guarantors and any others who
may at any time become liable for the payment hereof hereby consent to any and
all extensions of time, renewals, waivers and modifications of, and
substitutions or releases of security or of any party primarily or secondarily
liable on, or with respect to, this Request or the Documents or any of the
terms, conditions and provisions of either, without limitation as to the number
or the periods thereof, that may be made, granted or consented to by Secured
Party, and agree that suit may be brought and maintained against any one or more
of them, at the election of Secured Party, without joinder of the others as
parties thereto, and that Secured Party shall not be required to first
foreclose, proceed against, or exhaust any security hereof in order to enforce
payment by them, or any one or more of them, of this Request. The Company and
all sureties, endorsers, guarantors and any others who may at any time become
liable for the payment hereof severally waive presentment, demand for payment,
notice of nonpayment, protest, notice of protest, notice of dishonor, and all
<PAGE>
other notices in connection with this Request, filing of suit and diligence in
collecting this Request or enforcing any of the security herefor, and agree to
pay, if permitted by law, all expenses incurred in collection, including the
reasonable fees of any attorneys retained by Secured Party (20% of the amount
then due, or if probited by law, such lesser sum as may not be so prohibited),
and hereby waive all benefits of valuation, appraisement and exemption laws. The
Company and all sureties, endorsers, guarantors and any others who may at any
time become liable for the payment of the indebtedness evidenced by this Request
hereby agree that Secured Party may bring any legal proceedings it deems
necessary to enforce the payment and performance of the obligations of the
Company under this Request and under the Documents in any court in the state
shown above in which this Request is payable, and service of process may be made
upon each of them by mailing a copy of the summons to such person at its
address last known to Secured Party.
Any provisions hereof contrary to, prohibited by or invalid under
applicable laws or regulations shall be inapplicable and deemed omitted
herefrom, but shall not invalidate the remaining provisions hereof.
Notwithstanding any other provision to the contrary set forth herein,
if at any time implementation of any provision hereof shall raise the interest
rate herein above the lawful maximum, if any, in affect from time to time in the
applicable jurisdiction for loans to borrowers of the type, in the amount, for
the purposes, and otherwise of the kind herein contemplated, then such interest
rate shall be limited to such lawful maximum and any excess interest
inadvertently collected shall be deemed to be a partial prepayment of principal
and so applied.
This Request shall be subject to, governed and construed according to
the laws of the state of Pennsylvania.
This Request and amounts owing hereunder are secured by the collateral
described in the Revolving Credit Agreement and in the related security
agreements, and is subject to the terms of Revolving Credit Agreement.
CHEMICAL LEAMAN TANK LINES, INC.
By:
- -------------------------------- -----------------------------------
Witness
Title:
--------------------------------
<PAGE>
EXHIBIT 5 MADE TO AND FORMING A PART OF
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
DATED JANUARY 1, 1994
BORROWING BASE
CERTIFICATE #
(AS OF )
BORROWING BASE:
1. Total net appraised value of revenue equipment
(from line #6 of certificate #____________). $
--------------
ADDITIONS:
2. Net appraised or agreed value of revenue
equipment pledged since certificate #____________). $
--------------
3. Refurbishments completed since certificate
#_______________(x) 80%. $
--------------
DEDUCTIONS:
4. Net appraised value of revenue equipment
destroyed or otherwise deleted since
certificate #_______________________. $
--------------
5. Monthly depreciation of revenue equipment on
line 1 net of line 4. $
--------------
6. Sub-total (lines 1 + 2 + 3 - 4 - 5). $
--------------
7. Borrowing base (line 6 x 85%). $
--------------
STATUS OF LOANS AND LETTERS OF GUARANTY:
8. Present outstanding loan balance. $
--------------
9. Present outstanding letters of guaranty. $
--------------
10. Present total loans and letters of
guaranty. $
--------------
<PAGE>
ADDITIONAL ADVANCE AND/OR LETTER OF GUARANTY REQUEST:
11. Additional loans requested. $
--------------
12. Additional letter of guaranty requested. $
--------------
13. Proposed total loans letters of guaranty
(lines 10 + 11 + 12). $
--------------
14. Proposed unused availability (lines 7-13). $
--------------
We hereby certify that the foregoing statement of our pledged assets
and loan liabilities are true and correct and according to the records of the
undersigned and that all certificates heretofore or herewith made by the
undersigned concerning the assets and liabilities are true and correct and the
assets are collateral for loans and letters of guaranty from Associates
Commercial Corporation and Associates Corporation of North America.
Borrower: Chemical Leaman Tank Lines, Inc.
Date: By:
----------------------- ----------------------------------------
Title:
------------------------------------
<PAGE>
EXHIBIT 6 MADE TO AND FORMING A PART OF
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
DATED JANUARY 1, 1994
TERM LOAN REQUEST
Date:
-----------------
TO: Associates Commercial Corporation
A. Request. Chemical Leaman Tank Lines, Inc. ("Company") hereby
requests Associates Commercial Corporation ("Secured Party") to extend the
payment terms of all Revolving Credit Loans (as defined in that certain
Revolving Credit Agreement dated November 30, 1990 between Company and Secured
Party, referred to herein as the "Revolving Credit Agreement") pursuant to the
terms of the Revolving credit Agreement. The principal balance of all Revolving
Credit Loans as of the date hereof is _______________________ Dollars
($___________) (the "Term Loan Amount"). The extension requested hereunder
evidences the "Term Loan" as defined in the Revolving Credit Agreement.
B. Representations and Warranties. The undersigned, on behalf of
Company, represents and warrants to secured Party that:
1. Company has not directly or indirectly violated any of the
provisions of the Revolving Credit Agreement and has performed and will continue
to perform all of Company's obligations under the Revolving Credit Agreement in
accordance with the terms thereof;
2. the Term Loan Amount will continue to be utilized by Company
for purposes in the ordinary course of its business and the Term Loan Amount
will not be utilized for shareholder loans, stock redemption or other purposes
not in the ordinary course of Company's business; and
3. each representation and warranty contained the Revolving
Credit Agreement is true and correct as of the date hereof.
C. Repayment. If the conditions precedent to the Term Loan as set forth
in the Revolving Credit Agreement are met and Secured Party agrees to the
extension requested hereunder, Company promises to pay to Secured Party at 300
E. Carpenter Freeway, Irving, Texas 75062, or such other place as Secured Party
may designate in writing, the Term Loan Amount in the following manner:
The Term Loan Amount shall be paid in 48 installments with
$______________ payable on January 1, 1992, and the like sum payable on the like
date of each month thereafter until fully paid, provided, that the final
installment shall be in the amount of the remaining unpaid balance, and with
interest before maturity at the Governing Rate (as defined below) payable
monthly on unpaid principal balances.
<PAGE>
The "Governing Rate" shall mean a simple interest per annum rate equal
to the fixed rate of 1% plus the Prime Rate (as defined below) in effect as of
the first business day of each month, but in no event shall the Governing Rate
exceed 13% simple interest per annum or be less than 9.5% simple interest per
annum.
The "Prime Rate" shall mean the per annum lending rate publicly
announced from time to time by Philadelphia National Bank (or any successor
bank(s) thereof) as the base rate for unsecured short term business loans, such
rate being the rate presently referred to by some banks as its base rate or as
its prime rate for unsecured loans of the shortest maturity to corporate
borrowers.
The Governing Rate hereunder shall be computed at the option of the
Secured Party on the basis of a 360-day year for the actual number of days
elapsed. All payments may at the option of the Secured Party be applied first to
delinquency charges, then to interest, and then to principal. The acceptance by
the Secured Party of any payment which is less than payment in full of all
amounts due and owing at such time shall not constitute a waiver of the Secured
Party's right to receive payment in full at such or at any other time.
Time is of the essence hereof. Upon failure of the Company to make any
payment on its due date, or upon the occurrence of an event of default or other
breach of any of the provisions of the Revolving Credit Agreement or any other
instrument or agreement by the Company to Secured Party (collectively the
"Documents") and at any time thereafter as long as the default continues, the
Secured Party may, at its option, with or without notice to the Company (which
notice of intention to accelerate is hereby expressly waived by Company),
declare all remaining payments to be immediately due and payable, with interest
thereon at a per annum rate of 3% plus the Prime Rate, if not prohibited by law,
otherwise at the highest rate that the Company can legally obligate itself to
pay and/or the Secured Party can legally collect (the "Default Rate"). In the
event of a default as described above, the "Default Rate"). In the event of a
default as described above, the Default Rate will accrue from the date of such
default until such time as no event of default shall exist, regardless of
whether or not the amounts owing hereunder have been accelerated.
The Company and all sureties, endorsers, guarantors and any others who
may at any time become liable for the payment hereof hereby consent to any and
all extensions of time, renewals, waivers and modifications of, and
substitutions or releases of security or of any party primarily or secondarily
liable on, or with respect to, this Request or the Documents or any of the
terms, conditions and provisions of either, without limitation as to the number
or the periods thereof, that may be made, granted or consented to by
<PAGE>
EXHIBIT 7 MADE TO AND FORMING A PART OF
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
DATED JANUARY 1, 1994
EXCEPTIONS TO BUSINESS QUALIFICATION
NONE
<PAGE>
EXHIBIT 8 MADE TO AND FORMING A PART OF
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
DATED JANUARY 1, 1994
LIST OF REGULATED STATES
The Company has applied for and received authority to engage in
intra-state authority in the following states:
Alabama Maryland Ohio
California Massachusetts Oklahoma
Connecticut Michigan Pennsylvania
Delaware Missouri Rhode Island
Georgia Nevada South Carolina
Illinois New Hampshire Tennessee
Indiana New York Texas
Kentucky North Carolina West Virginia
Louisiana
The following states do not regulate intra-state authority and,
therefore, the Company is not required to apply for authority to engage in
intra-state activities:
Delaware
Florida
Maine
New Jersey -
Vermont
Washington D.C.
<PAGE>
EXHIBIT 9 MADE TO AND FORMING A PART OF
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
DATED JANUARY 1, 1994
CHEMICAL LEAMAN TANK LINES, INC.
ACTION BY UNANIMOUS CONSENT
NOVEMBER 29, 1990
The Undersigned, being all of the members of the Board of Directors of
CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation (the "Company"), do
hereby unanimously consent that the following resolutions shall have the same
force and effect as if duly adopted by a duly convened meeting of the Board of
Directors:
RESOLVED, that the Revolving Credit Agreement by and between the
Company and Associates Commercial Corporation ("Associates"), substantially in
the form circulated herewith (the "Associates Revolving Credit Agreement"), is
hereby authorized and approved; and be it further
RESOLVED, that the President and any Vice President, the Secretary, and
either of the Assistant Secretaries of the Company, or any of them, be, and each
of them hereby is, authorized to execute and deliver to Associates the
Associates Revolving Credit Agreement and any loan request, security agreement
and any other document, contemplated thereby in the forms hereby approved or
with other document, contemplated thereby in the forms hereby approved or with
such changes as the officer or officers executing the same shall approve, such
approval to be conclusively evidenced by such officer's or officers' execution
and delivery of the same; and any such action taken by any such officer prior to
the date of these resolutions is hereby ratified and approved; and be it further
RESOLVED, that the officers of the Company be, and each of them hereby
is, authorized to do all such other acts and things, execute and deliver all
such other documents and give all such other assurances as may be necessary or
desirable to carry out the transactions contemplated by the Associates Revolving
Credit Agreement, and any extensions, renewals, or modifications of any of the
terms or provisions of the Revolving Credit Agreement (provided that the Board
of Director's approval shall be required for action increasing the credit line
under said agreement), and to perform the obligations of the Company under the
documents authorized therein, the doing of any such act or thing, or the
execution and delivery of any such document, or the giving of any such assurance
to be conclusive evidence of the necessity or desirability thereof.
/s/ John J. Kilcullen
--------------------------------------
John J. Kilcullen
/s/ Eugene C. Parkerson
--------------------------------------
Eugene C. Parkerson
/s/ Charles E. Fernald, Jr.
--------------------------------------
Charles E. Fernald, Jr.
<PAGE>
EXHIBIT 10 MADE TO AND FORMING A PART OF
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
DATED JANUARY 1, 1994
EXCEPTIONS TO AUTHORIZATION COVENANTS
North Carolina Utilities Commission
Pennsylvania Public Utilities Commission
<PAGE>
EXHIBIT 11 MADE TO AND FORMING A PART OF
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
DATED JANUARY 1, 1994
LITIGATION
The Company is involved in litigation from time to time in the ordinary
course of its business principally involving the following primary areas: (i)
environmental; (ii) traffic accidents involving its drivers; (iii) disputes with
current or former employees or independent contractors, including workers'
compensation claims, termination claims and compensation claims; and (iv) claims
by shippers regarding contamination of shipments or other alleged
non-performance by the Company under shipment contracts.
Without limiting the generality of the foregoing, the Company is
involved ln the following litigation:
(a) Branford Terminal: On September 8, 1991, product owned by Synthetic
Products Company in a tank truck operated by Company reacted and was released at
Company's Branford, Connecticut facility. Company believes Synthetic Products to
have been the sole cause of the release. On March 23, 1993, Company and
Synthetic Products each paid the Connecticut Department of Environmental
Protection ("DEP") $81,585.09 to reimburse expenses incurred by DEP responding
to the release In addition, other claims for personal injury and/or property
damage have been asserted as a result of the release. Company has settled
several such claims for de minimis amounts. Company has reserved its right to
seek recovery from Synthetic Products of all or part of amounts Company has paid
in settlement.
(b) Rose Orchards: On February 13, 1992, Rose Orchards filed suit
against Company and Synthetic Products in the United States District Court for
the District of Connecticut seeking damages allegedly sustained as a result of
the tanker release Company's Branford, Connecticut facility described above. On
June 22, 1992, Atlas Fence Company filed a similar suit against Company and
Synthetic Products. In both cases, which were subsequently consolidated for
discovery, Company filed an answer denying liability and cross claims against
Synthetic Products seeking damages and indemnity in connection with the Branford
incident. In December, 1992, Company and Synthetic Products each paid $58,750.00
in settlement of Atlas Fence's claims. On April 2, 1993, Company and Synthetic
Products each paid $315,000 in settlement of Rose Orchards' claims. Company has
reserved its right to seek recovery from Synthetic Products of all or part of
amounts Company has paid in settlement.
(c) Skelton: On February 28, 1993 Company received a written notice
from attorneys representing Alden Shelton, a minor, stating that he and his
immediate family intended to
Exhibit 11 - 1
<PAGE>
pursue claims against Company and Synthetic Products for birth defects and
other personal injury allegedly caused by the Branford release. As noted above,
Company believes Synthetic Products have been the sole cause of the release. At
this time, it would be speculative to predict the nature or extent of Company's
potential exposure in this matter.
(d) Omer E. Lewis.
In September, 1990, the Company was served with a Notice of Charge of
Discrimination filed by an unsuccessful job applicant by the name of Omer E.
Lewis alleging that he had been discriminated against on the basis of his age.
The Notice of Charge was not accompanied by a charge itself, but the EEOC has
nevertheless proceeded to investigate the matter. The Company has vigorously
opposed this claim and submitted a position statement with supporting
documentation indicating that there were legitimate business reasons unrelated
to Mr. Lewis' age for the Company's decision not to hire him as a truck driver.
In addition, the Company has submitted documentation in response to an EEOC
information request establishing that it has also declined to hire other
applicants who were similarly situated to Mr. Lewis without regard to age.
The EEOC issued a Determination on June 30, 1991 finding that there was
no reasonable cause to believe that the Company had discriminated against Mr.
Lewis, and the EEOC accordingly terminated its investigation of this matter.
Under federal law, Mr. Lewis had two years from the date of the allegedly
discriminatory hiring decision (three years in the case of willful violations)
to bring suit in federal court on his claim of age discrimination. The
employment decision in question is alleged to have occurred on or about June 1,
1990, so that the two year limitations period has already expired. While the
Company has no information to date indicating that Mr. Lewis has or that he
intends to file suit on this claim, because the longer limitations period
governing violations that are alleged to be willful has not yet run, it would
still be theoretically possible for Mr. Lewis to do so.
Should Mr. Lewis decide to bring suit, the Company believes that there
are potentially meritorious defenses available to the Company. Furthermore, the
Company believes that Mr. Lewis' failure to perfect his EEOC charge and to bring
suit within the two year limitations period further reduces the prospect of a
successful suit on his part. Nevertheless, the Company is unable to state at
this time whether an outcome unfavorable to it is either probable or remote if
suit should be brought, nor can it estimate the amount or range of loss in the
event of an unfavorable outcome.
(e) Simpson.
Exhibit 11 - 2
<PAGE>
In January 1992, complainant Glenda Simpson filed a charge of sex
discrimination with the Equal Employment Opportunity Commission ("EEOC") against
the Company. Simpson alleges in her charge that she was an applicant for a truck
driver position at the Company's terminal in Clute, Texas and that she was
denied employment because of her sex in violation of Title VII of the Civil
Rights Act. No damages are specified in the charge. The EEOC has submitted
discovery requests related to the charge to the Company.
The Company has vigorously opposed this claim, by submitting a Position
Statement with supporting documentation indicating that there were legitimate
business reasons unrelated to Ms. Simpson's sex for the Company's decision not
to hire her as a truck driver. In addition, the Company has submitted additional
documentation in response to an EEOC information request relating to other
individuals hired at the trucking terminal at which Ms. Simpson applied.
The Company believes that there are potentially meritorious defenses
available to it. Nevertheless, the case is still in its investigatory stage, and
the EEOC has not yet rendered any determination. Therefore, the Company unable
to state at this time whether an outcome unfavorable to it is either probable or
remote, nor can it estimate the amount or range of loss in the event of an
unfavorable outcome.
(f) Johnson.
Plaintiff Charlene Johnson has filed a two-count civil action against
the Company in the United States District Court for the Southern District of
Texas. In the first count, Johnson claims that she was an employee of the
Company and that the Company committed unlawful sex discrimination in violation
of Title VII of the Civil Rights Act by "terminating" her as a truck driver. In
the second count, Johnson claims that the Company intentionally interfered with
her business relationships or attempted business relationships with some
prospective employers. The prospective employers, who are six other trucking
companies, had also been named as defendants in this case, but have since been
dismissed from the action. Plaintiff Johnson is seeking, among other things,
unspecified amounts of back pay, front pay, damages for mental anguish and
exemplary damages.
Discovery in this matter is proceeding, and the Company intends to
defend vigorously this litigation. A trial date of July 12, 1993 has been set by
the Court in its original scheduling order. At this point in the litigation, is
unable to state whether an outcome unfavorable to the Company is either probable
or remote nor can it estimate the amount or range or loss in the event of an
unfavorable outcome.
Exhibit 11 - 3
<PAGE>
(g) Shondelmyer and Matie.
Franklin Shondelmyer ("Shondelmyer") and Howard Matie ("Matie") were
employed by Triple R Transportation ("Triple R"), a fleet operator which leased
trucks and drivers to Chemical Leaman Tank Lines, Inc. Shondelmyer and Matie
both sustained work-related injuries, and filed workers' compensation claims
against Triple R. Triple R was not insured, and has not satisfied the
Shondelmyer or Matie claims. Triple R was liquidated and no longer exists as a
corporate entity. When Triple R failed to make workers' compensation payments in
these cases, a criminal action was brought against the individual who owned
and/or managed Triple R. While that criminal action resulted in a judgment
against the individual, the individual responded with a bankruptcy petition that
apparently overrode any payment obligations arising out of the criminal action.
Shondelmyer and Matie also asserted claims against the Company arguing
that the Company is their statutory employer under the Pennsylvania Workers
Compensation Act and therefore responsible for satisfying their claims. The
Company agreed to a stipulated resolution of such claims and is paying both
claimants monthly the amounts they are due under the Acts.
(h) Eric A. Barlow.
Eric A. Barlow, a truck driver, filed an action against his former
employer, Jesse Ford Truck Rentals, Inc. ("Jesse Ford") and the Company alleging
that Jesse Ford and the Company wrongfully discharged him in violation of public
policy after he refused to operate a vehicle he alleged failed to comply with
state and federal safety regulations. In his complaint, plaintiff sought an
unspecified amount of compensatory and punitive damages against both defendants.
A trial was held on August 13-21, 1992. At the close of the plaintiff's
case, the Court granted defendants' motions for directed verdicts and dismissed
all claims against both defendants. The plaintiff then filed a Notice of Appeal,
and both defendants cross-appealed. Currently, the parties are in the midst of
preparing their appellate briefs. While the Company has a strong position on
appeal, the Company is not able to state at this point whether an outcome
unfavorable to the Company is either probable or remote, nor estimate the amount
or range of loss in the event of an unfavorable outcome.
(i) Allen S. Hollis.
In late 1991, the Company received correspondence from the attorney for
a terminated lease operator, Allen S. Hollis, threatening to bring suit for
wrongful termination, and for alleged damage to Mr. Hollis' truck and his
reputation. In or
Exhibit 11 - 4
<PAGE>
about April 1992, the matter appeared to have been settled for $3,000, and
counsel for the Company drafted and sent settlement papers to Mr. Hollis'
attorney. However, on April 30, 1992, Mr. Hollis' attorney, in a letter to the
Company's counsel, purported to reject the settlement. Counsel for the Company
responded in writing that the agreement to settle the matter was binding and
enforceable. There have been no further communications between counsel for the
Company and Mr. Hollis or his attorney, and no claim has been filed on Mr.
Hollis' behalf.
(j) William Faust.
An employee of the Company, William Faust, filed a complaint on
November 16, 1991 alleging a violation of Section 405 of the Surface
Transportation Act and Section ll(c) of the Occupational Safety and Health Act.
The employee alleges that he was suspended for complaining about safety hazards.
The Company intends to defend vigorously this complaint. At the present time,
the Company is unable to state whether an outcome unfavorable to the Company is
either probable or remote, nor can it estimate the amount or range of loss in
the event of an unfavorable outcome.
On May 14, 1992, Faust filed a Complaint with the Wage and Hour
Division, U.S. Department of Labor, alleging that he was discharged for
reporting hazardous waste dumping, in violation of the employee protection
("whistleblower") provision of CERCLA, 42 U.S.C. ss. 9610. At this point in the
proceedings, the Company is not able to state whether an outcome unfavorable to
the Company is either probably or remote.
(k) Environmental Litigation. The following is a summary of the
environmental litigation in which the Company is involved in:
For a number of years, the Company has been involved in discussions and
negotiations with various Federal and state environmental authorities regarding
two properties, one currently owned by the Company in New Jersey and one
previously used by the Company in Pennsylvania, both of which have been
designated as Superfund sites (the "Sites") by the United States Environmental
Protection Agency ("EPA"), regarding the Company's prior waste disposal
practices at the Sites conducted as part of its normal business operations.
Subsequent to the termination of the Company's former waste disposal
practices at the Sites, ground water contamination was discovered at the Sites,
and for the last seven years the Company has discussed such contamination with
various Federal and state environmental regulatory authorities, including the
EPA, in an attempt to develop an acceptable remediation program for such
contamination. During this seven year period, the Company has expended
substantial funds for consulting, legal and engineering
Exhibit 11 - 5
<PAGE>
services and costs to monitor and test the ground water at and around the Sites.
During 1991, as a result of its negotiations with the EPA regarding the
Site owned by the Company in Bridgeport, New Jersey, the Company entered into a
consent decree and related agreement with the EPA with respect to the first
phase of an overall clean-up program to remediate the contamination at such Site
and to make other related improvements. The present value of the total cost
estimated by the EPA and the Company's environmental consultants to complete the
first phase and related improvements is approximately $6,600,000.
At this time no final decision has been made by the Company, and no
agreement reached with the EPA or other governmental authority, as to the extent
or proposed method of remediation for the other remaining phases of the clean-up
program at the Bridgeport Site, and the Company cannot reasonably estimate the
cost of any such additional phases, although it is expected to be substantial.
However, with respect to the Site in Bridgeport, New Jersey, the
Company has been awarded a favorable judgment, subject to appeal, against its
former insurers to recover all remediation, consulting and legal costs
associated with this Site. In addition, the Company has filed a similar claim
with the insurers for the other Site. The Company cannot reasonably estimate the
amount or timing of any potential judgment. Based upon the foregoing favorable
judgment, the Company has offset expected insurance proceeds against probable
environmental liabilities related to the Site in Bridgeport, New Jersey,
described above. Consequently, no reserves have been set up to cover these
probable liabilities. The Company has deferred $3,070,000 of current costs
related to this site based upon their anticipated future recovery. These costs
are classified as a deferred current asset on the consolidated balance sheet of
the Parent.
With respect to the other Site, located in Pennsylvania, the Company is
currently negotiating with the EPA as to the proposed method of remediation. In
1991, EPA issued a Record of Decision for Operable Units 1 and 2 at the Site,
which called for the installation of a public water supply for certain nearby
residences which are currently served by granulated activated carbon ("GAC")
filters and an interim groundwater treatment system. In March, 1992, EPA issued
a unilateral order to the Company and another party directing them to perform
the ROD. Because the public water supply contains carcinogenic substances and
therefore poses a health risk to the affected residences, while the GAC filters
do not pose the risk, the Company declined to comply with the unilateral order.
On January 25, 1993, EPA issued a proposed remedial action plan for Operable
Unit 3 at the Site which calls for thermal desorption of contaminated soils. The
Company has entered comments into the administrative record
Exhibit 11 - 6
<PAGE>
challenging this proposed remedy. In view of the preliminary nature of the
Company's negotiations with the EPA over the type and scope of any required
remediation program at this Site, together with the absence of any final
determination of the extent of the Company's involvement in the contamination
there, the Company cannot reasonably estimate the cost of any remediation at the
Site required to be funded by the Company, although it is expected to be
substantial.
During the third quarter of 1992, the Company entered into a settlement
agreement with New York State and New York City for its share of site clean-up
costs of certain landfills located in New York State. The Company has agreed to
pay $1,400,000 to New York City on June 30, 1995 in full settlement of its
contribution to the site remediation. The present value of this payment is
reflected in the Company's environmental reserve.
The Company is among several entities identified by EPA as having sent
waste materials to the Skinner Landfill in West Chester, Ohio ("the site"). EPA
has issued a unilateral order under section 106b of CERCLA requiring all named
potentially responsible parties ("PRPs") to implement an interim remedy at the
site. EPA has also issued a fact sheet proposing a final remedy for the site.
The Company has joined a group of PRPs to comply with the section 106 order and
analyze and respond to the proposed final remedy. At this time, it would be
speculative to predict the nature or extent of the Company's potential exposure
in this matter.
In addition, the Company has also been named as a defendant and a
potentially responsible party at a number of former waste disposal sites (each,
a "PRP Site"). In these instances, the Company's involvement is relatively
limited and generally arises out of shipment of wastes by or for the Company in
the ordinary course of its business over many years to sites owned and operated
by third parties which are now contaminated. Based on all available information,
the Company believes that most of such costs will be expended over a number of
years.
The Company has recorded charges of $2,600,000 in 1992 with regard to
the foregoing environmental clean-up and settlement charges. The reserve for
environmental clean-up was approximately $2,200,000 and $1,500,000,
respectively. This reserve is included in estimated self-insurance liabilities.
Although the extent and timing of the litigation, settlement and
possible clean-up costs at the Sites and the PRP Sites, other than the first
phase of the Bridgeport Site, are not reasonably estimable at this time, except
as set forth below, it is anticipated that the Company will expend substantial
capital and operating expenditures with respect to such costs.
Exhibit 11 - 7
<PAGE>
In addition, Company is involved from time to time with respect to its on-going
business operations in technical and other reporting violations of Federal,
state and local laws, rules and regulations governing environmental matters
generally, none of which has or is expected to be materially adverse to the
Company or its financial condition.
Notwithstanding the generality of the foregoing, Company is involved
in the following matters:
(1) Bridgeport Terminal: The terminal facility of Company in Logan
Township, New Jersey has been subject to administrative enforcement by the
United States Environmental Protection Agency ("EPA"). In 1990, EPA issued a
Record of Decision for the groundwater operable unit at the site. In May 1991,
Company entered into a Consent Decree with EPA allowing Company to undertake the
Remedial Design and Remedial Action ("RD/RA"). The Consent Decree was entered by
the United States District Court for the District of New Jersey in September,
1991. Costs associated with performing the RD/RA are estimated to be
approximately $500,000 for 1993; subsequent annual costs cannot now reliably be
estimated. In September, 1991, Company entered into an Administrative Order on
Consent with EPA pursuant to which Company extended the Pennsgrove water supply
to three area residences. This work is expected to cost approximately $350,000.
On April 7, 1993, the United States District Court for the District of
New Jersey entered an order requiring the insurers to reimburse Company for
substantially all of the expenditures made to date, Aetna Casualty & Surety
Company and Lloyds of London, and to be incurred in the future, related to Phase
I (soil remediation), Phase II (groundwater remediation), Phase III (wetlands)
and the water line at the Bridgeport site. The insurance companies have filed a
notice of appeal.
(m) William Dick Lagoons: EPA has alleged that Company disposed of
hazardous substances at this site in Pennsylvania. In 1991, EPA issued a Record
of Decision ("ROD") for Operable Units One and Two at the site which call for
the installation of a public water supply for some residences near the site
(which are currently serviced by granulated activated carbon ("GAC") units) and
an interim groundwater treatment system. In November, 1991, EPA issued special
notice letters to Company and another potentially responsible party, Rhom & Haas
at the site soliciting a good faith offer to finance and implement the ROD. In
March, 1992, EPA issued a unilateral order to Company and Rhom & Haas directing
them to perform the ROD. Because the public water supply contains carcinogenic
substances and therefore poses a significant health risk to the affected
residences, while the GAC units post no such risk, Company declined to comply
with the unilateral order. Company believes that it had sufficient cause to
decline to comply and therefore that it will not suffer
Exhibit 11 - 8
<PAGE>
penalties for non-compliance. If, however, EPA performs the work, EPA may seek
to recover its costs and penalties from Company. In April, 1993, EPA issued a
Record of Decision which calls for thermal desorption of soils at the site. It
is expected that EPA will give Company and Rohm & Haas the opportunity to
perform the ROD. At this time, it would be speculative to predict the nature or
extent of Company's potential exposure in this matter.
(n) BROS: On or about January 4, 1993, Company received notice that it
was one of approximately 118 potentially responsible parties at the Bridgeport
Rental and Oil Services Superfund Site in Bridgeport, New Jersey (the "site"). A
group of parties led by Rollins Environmental Services informed Company that it
would file suit against Company and other PRPs if the PRPs did not enter an
informal settlement negotiation process to resolve claims with respect to the
site. Rollins and the other parties are either plaintiffs in a cost recovery
action against the United States, or are defendants in a consolidated cost
recovery action by the federal government. The United States has not named
Company as a defendant in this suit. Chemical Leaman has elected to participate
in the informal settlement process in order to avoid litigation expense. On May
22, 1993, EPA issued a Request for Information under 42 U.S.C. ss.9604(b) and
42 U.S.C. ss.6927 (the "104(e) Request") to Company regarding the BROS site.
Company is currently preparing a response to the 104(e) Request. At this time,
it would be speculative to predict the nature or extent of Company's potential
exposure in this matter.
(o) Gregor v. Company: Several residents living near the William Dick
Lagoons site have filed suits in the Court of Common Pleas in Chester County,
Pennsylvania against Company alleging property damage and personal injuries
caused by releases of contaminants from the site. Company has filed preliminary
objections to the plaintiff's statutory causes of action. The Court has not
ruled on Company's preliminary objections. No discovery has taken place as of
yet. On February 1, 1993, Company received a $5 million settlement offer from
the plaintiffs which would release all non-personal injury claims. Company is
currently evaluating the plaintiffs' offer and has not yet responded. At this
time, it would be speculative to predict the nature or extent of Company's
potential exposure in this matter.
(p) Skinner Landfill: In May of 1991, Company received a request for
information from EPA under section 104(e) of CERCLA regarding disposal of waste
materials at the Skinner Landfill in West Chester, Ohio ("the site"). After a
diligent search of its records, Company discovered no records indicating it sent
any waste materials to the site. Nevertheless, based on deposition testimony of
a former Company employee, EPA has named Company, along with several other
companies, as a PRP at the site. EPA has issued under a unilateral order under
section 106b of CERCLA
Exhibit 11 - 9
<PAGE>
requiring all named PRPs to implement an interim remedy at the site. EPA has
also issued a fact sheet proposing a final remedy for the site. The proposed
final remedy requires a multi-layer cap, groundwater control, and collection and
treatment of contaminated groundwater, at an estimated cost of $5,500,000.
Company has joined a group of PRPs to comply with the section 106 order, to
analyze and respond to the proposed final remedy and to analyze Company's share
of the cost of performing the interim remedy. Implementation of the interim
remedy is currently underway. In addition, efforts to locate additional PRPs
prior to implementation of a final remedy at the site are underway. No
allocation of the costs associated with the final remedy has occurred, nor has
Company determined whether it will contribute to the costs of the final remedy.
At this time, it would be speculative to predict the nature or extent of
Company's potential exposure in this matter.
(q) Atlantic States Legal Foundation: On October 18, 1991, the Atlantic
States Legal Foundation ("ASLF") notified Company of ASLF's intent to sue
Company pursuant to section 326(d) of the Emergency Planning And Community
Right-to-Know Act of 1986 ("EPCRA"). The notice alleged that Company had failed
to submit certain documentation to appropriate authorities regarding its storage
of regulated substances at its Albany, New York terminal. By letter dated
December 12, 1991, Company informed the ASLF that Company was in compliance with
EPCRA. In June 1992, ASLF threatened to bring an enforcement action against
Company to recover civil penalties for Company's alleged past non-compliance
with EPCRA if satisfactory settlement of this matter is not reached. Company
believes that ASLF lacks standing to bring an action or past non-compliance.
Notwithstanding, in order to avoid transaction costs associated with litigation
on January 2, 1993, Company submitted an offer of settlement to ASLF which would
require Company to pay $10,000 in penalties and attorneys fees and to implement
a two-phased improvement of the wastewater treatment system at its Albany
terminal. ASLF has not yet responded to this offer. At this time it would be
speculative to predict the nature or extent of Company's potential exposure in
this matter.
(r) Seaboard Chemical Corporation: By letter dated April 15, 1991, the
North Carolina Department of Environment, Health, and Natural Resources
("DEHNR") informed Company that DEHNR believed Company to be a potentially
responsible party at the Seaboard Chemical Corporation site in Guilford County,
North Carolina (the "site"). There are over 1,000 other PRPs at the site.
Company believes it may have generated a de minimis quantity of waste at the
site. Company was offered an opportunity to settle a portion of its potential
liability at the Site but declined because the terms and scope of the offer were
not favorable to Company. On May 29, 1992, DEHNR issued an "Imminent Hazard
Order" pursuant to N.C. Stat. 130A-303 which essentially directed all PRPs to
undertake surface removal and
Exhibit 11 - 10
<PAGE>
investigate suspected soil and groundwater contamination at the site. In June
1992, without admitting any liability whatsoever, Company joined a PRP
organization which is funding the removal action and preliminary study of
suspected soil and groundwater contamination. In connection with this effort,
Company signed an Administrative Consent Order between DEHNR and Seaboard Group
members in order to resolve the liability imposed by the Imminent Hazard Order,
obtain a conditional release as well as a covenant not to sue from DEHNR, and to
gain the benefit of contribution protection under CERCLA. The surface removal
action has been completed. The preliminary study of suspected soil and
groundwater contamination is underway. Thusfar, Company has paid $19,216.26 in
administrative assessments at the site. We have been advised that Company
currently has a credit of $3,221.60 because the per gallon assessment has been
reduced as a result of newly identified waste being factored into the
allocation. The PRP organization has requested additional information from its
members. Details of this request shall be sent to Company under separate cover.
At this time it would be speculative to predict the nature or extent of
Company's potential exposure in this matter.
(s) Buzby Brothers Landfill:
Pursuant to a Directive, dated October 25, 1991 (the "Directive"), the
State of New Jersey Department of Environmental Protection and Energy ("DEPE")
ordered the Company, along with approximately 100 other recipients, to pay the
State $1,752,000 for the future performance of a remedial investigation and
feasibility study ("RI/FS") by the State at the Buzby Brothers Landfill (the
"Landfill"), Voorhees, New Jersey. The DEPE has requested that the parties enter
into a Consent Decree regarding response. As of the date of this letter, several
of the respondents to the Directive, including Company, are negotiating among
themselves and with the State to fund a privately performed RI/FS at the
Landfill. Terms of the Decree are being negotiated. The connection of the
Company to the Landfill arises from alleged use of Marvin Jonas as transporter
of plant wastes during the 1960s and early 1970s. There is limited evidence that
Jonas used the Landfill. There is no direct evidence that waste of the Company
was disposed of at the Landfill. No litigation or discovery has been commenced
against the Company.
(t) Hellen Kramer Landfill: United States of America v. Helen Kramer,
et al., C.A. No. 89-4340 (D.N.J.) and State of New Jersey v. Department of
Environmental Protection v. Almo Antipollution Services Corp.. et al., C.A. No.
89-4380 (D.N.J.)
These two cases are companion cases arising out of environmental
conditions at the Helen Kramer Landfill in Mautua Township, Gloucester County,
New Jersey. Both cases have been consolidated for discovery purposes in federal
district court in New Jersey. The United States alleges 22 companies are liable
Exhibit 11 - 11
<PAGE>
for costs of assessing and remedying conditions at the landfill. The New Jersey
state complaint, which is the only one naming the Company, alleges 56 companies
are liable for the state's costs, both past and future. The defendants added an
additional 285 parties as third party defendants.
The government plaintiffs have currently estimated that the total
potential liability of all responsible parties is approximately $160,000,000.
Additionally, by a Multi-Site Directive and Notice to insurers, dated May 1,
1990, issued by the State, the Company and 89 other parties were directed to pay
a total of $10,203,000 to reimburse the State for its costs of future study and
remediation. The Company and the other recipients declined to comply with the
requirements of the Multi-Site Directive.
The Company is alleged to have used Marvin Jonas as a waste hauler. Mr.
Jonas is alleged to have used this landfill for disposal. The Company denies
liability for response costs at the landfill and is defending the case. A court
mandated settlement procedure is currently underway. At this time, there is no
firm indication as to what share of the costs will be allocated to the Company.
(u) United States v. Rohm & Haas Company, Chemical Properties. Inc.. et
al., No. 92-1517 (3d Cir.)
This case is an appeal by Company and Rohm & Haas of joint and several
liability assessed by the federal court in the eastern district of Pennsylvania.
The lower court assessed both companies for costs incurred by the United States
in overseeing Rohm & Haas' cleanup of a site owned in part by the Company. The
government has asserted entitlement to approximately $500,000 in total costs.
The Company and Rohm & Haas have entered into an agreement by which Rohm & Haas
has agreed to indemnify the Company with respect to the remediation and
oversight costs, if any.
(v) Pristine Landfill
The Company is a signatory to a judicially approved Consent Decree
regarding the Pristine Landfill near Reading, Ohio. The Decree requires that the
Company pay less than 1% of the costs of cleanup. It is currently estimated that
liability will not exceed $150,000 over the next several years. Recently, the
City of Reading has asserted a claim that its water supply may be tainted.
Negotiations are underway with the City, but are too preliminary to make a
determination as to the fact or amount of the Company's potential liability.
(w) GEMS Landfill, State of New Jersey, Department of Environmental
Protection ("NJDEP") v. Gloucester Environmental Services, Inc., et al., No.
84-0152 (SSB)
Exhibit 11 - 12
<PAGE>
State of New Jersey, Department of Environmental Protection ("NJDEP")
v. Gloucester Environmental Services, Inc., et al., No. 84-0152 (5513) is
pending in the United States District Court for the District of New Jersey. That
action was brought in 1980 by the NJDEP against the owners and operators of the
Gloucester Environmental Management Services, Inc. waste site in Gloucester
Township, New Jersey (the "GEMS" site) as well as against the transporters to
and generators of waste which was disposed of there. The Company is an alleged
generator of waste but the volume ascribed to it, to date, falls within the "de
minimis" category. The NJDEP issued initial directives to pay for certain
remedial work at the site. The Company has not participated in the settlement of
that phase of the litigation. Negotiations regarding the settlement of the
second remedial phase of the litigation are ongoing as are discussions related
to the complete settlement of the litigation insofar as it involves generators
within the "de minimis" category.
Related to the GEMS litigation described are 14 personal injury cases
filed by persons residing near the landfill who claim to have contracted cancer
and like injuries or to be at the risk of the same due to their proximity to the
GEMS landfill. Those cases are all pending in the Superior Court of New Jersey
against hundreds of defendants that were sued by NJDEP in the clean-up action
described above. The personal injury cases are docketed as follows: Allen, et
al. v. Township of Gloucester, et al., Docket No. L-036159-88, Baltra, et al. v.
Anthony Amadei, et al., Docket No. L-081673-86, Brooks, et al. v. Township of
Gloucester, et al., Docket No. L-080059-85, Burns, et al. v. Anthony Amadei, et
al., Docket No. L-092398-87, Covne, et al. v. Anthony Amadei. et al., Docket No.
L-081700-86, Diegel, et al. Township of Gloucester, et al., Docket No.
L-068199-85, Diegel, et al. v. Anthony Amadei, et al., Docket No. L-074522-86,
Dold, et al. v. Anthony Amadei, et al., Docket No. L-081592-86, Favilla, et al.
v. Anthony Amadei, et al., Docket No. L-066302-87, Lucia, et al. v. Anthony
Amadei, et al., Docket No. L-081681-86, Tuzza, et al. v. Anthony Amadei, et al.,
Docket No. L-074521-86, Volusher, et al. v. Anthony Amadei, et al., Docket No.
L-075777-86 No. L-12152-90. Almost no activity has occurred to date in these
cases.
At this time it would be speculative to predict whether an outcome
unfavorable to the Company with regard to the above-described GEMS matters is
either probable or remote, nor can an estimate reasonably be established of the
amount or range of loss in the event of an unfavorable outcome.
(x) David Liquid Landfill/Chemical Control: United States v. Davis and
Ciba-Geigy Corp., et al. v. ARCO Chem. Co. et al., C.A. No. 90-0484P
Exhibit 11 - 13
<PAGE>
United States v. Davis and Ciba-Geigy Corp., et al. v. ARCO Chem. Co.,
et al., C.A. No. 90-0484P is pending in the United States District Court for the
District of Rhode Island. The United States sued nine individuals and companies
to recover cleanup response costs incurred at the Davis Liquid Site, located
near Providence, Rhode Island. Five of the direct defendants filed third-party
complaints seeking contribution pursuant to Section 113(f) of the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C. ss.9613(f),
against sixty-nine third-party defendants, including the Company.
The third-party plaintiffs allege that the Company and fifty-eight of
the other third-party defendants were former customers of Chemical Control
Corporation. The theory of liability against the former Chemical Control
customers is that Chemical Control shipped commingled wastes from its Elizabeth,
New Jersey facility to the Davis Liquid Site. The litigation against the direct
defendants has been bifurcated by a case management order. Pursuant to that
order, the liability will be litigated. Settlement negotiations between the
government and the third-party defendants are on-going, but the parties remain
far from an agreement.
While the Company believes that it and many other Chemical Control
defendants have sound defenses to the third party plaintiffs' theory of
liability, at this point in the litigation it is not able to state whether an
outcome unfavorable to the Company is either probable or remote, or to provide
an estimate of the potential maximum exposure.
(y) New York City Landfills: On August 5, 1992, Company Tank Lines,
Inc. ("Company") entered into a consent decree with the city and state of New
York settling its liability for alleged contamination of five municipal
landfills located in New York City. The decree, which was entered by the United
States District Court for the Southern District of New York on August 17, 1992,
obligated Company to pay the State of New York $133,227.18 by September 16,
1992, which payment was made as requested. The decree also obligates Company to
pay the City of New York $1,419,183.38 on or before June 30, 1995.
(z) Butler Tunnel: Company is one of 17 potentially responsible parties
("PRPs") who have signed an Administrative Consent Order to perform a remedial
investigation/feasibility study ("RI/FS") at the Butler Tunnel site in
Pittston, Pennsylvania. The study is nearing completion and the PRPs expect the
United States Environmental Protection Agency ("EPA") to select the remedial
action to be implemented at the site within the next few months. Until such
time, it would be speculative to predict the nature or extent of Company's
potential exposure in this action. The signatories to the Consent Decree have
recently provided the government with
Exhibit 11 - 14
<PAGE>
information identifying numerous additional PRPs, however, which may
substantially reduce Company's liability at the site.
Exhibit ll - 15
<PAGE>
EXHIBIT 12 MADE TO AND FORMING A PART OF
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
DATED JANUARY 1, 1994
EXCEPTIONS TO NO MATERIAL ADVERSE
CHANGE COVENANT
NONE
<PAGE>
EXHIBIT 13 MADE TO AND FORMING A PART OF
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
DATED JANUARY 1, 1994
SUPPLEMENTAL SCHEDULE A ATTACHED TO AND
INCORPORATED IN SECURITY AGREEMENT
DATED NOVEMBER 30, 1990
YEAR MAKE MODEL SERIAL # VALUE
---- ---- ----- ------- -----
Date:
-------------------------------
ASSOCIATES COMMERCIAL CORPORATION CHEMICAL LEAMAN TANK LINES, INC.
BY: By:
-------------------------------- -----------------------------
<PAGE>
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
This First Amendment dated effective as of June 6, 1994 is by and
between Chemical Leaman Tank Lines, Inc. ("Company") and Associates Commercial
Corporation ("Security Party").
WHEREAS, the Company and Secured Party are parties to a Revolving
Credit Agreement dated November 30, 1990 (as amended, the "Revolving
Agreement");
WHEREAS, the Revolving Agreement was amended and restated in the
Amended and Restated Revolving Agreement dated as of January 1, 1994 (the
"Agreement"); and
WHEREAS, the Company and Secured Party hereby desire to amend the
Agreement, but only to the extent specifically set forth herein. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, intending to be legally bound hereby and subject to
the satisfaction of the conditions hereinafter set forth, the parties hereto
agree as follows:
1. Section 5.2.(f). The language "plus the principal balance of
the Company's obligations under the Receivables Agreement" set forth in Section
5.2.(f) is hereby deleted.
2. Representations and Warranties. The Company restates the
representations and warranties made in Article 2 of the Agreement on and as of
the date hereof as if originally given on such date.
3. Covenants. The Company warrants that it is in compliance and
has complied with each and every covenant set forth in Article 5 of the
Agreement on and as of the date hereof.
4. Corporate Authorization. As a condition of the Secured Party's
agreement to enter into and perform this Amendment, the Company will provide to
Secured Party, upon request, (i) certified resolutions of the Company's board of
directors authorizing the execution and delivery of this Amendment and (ii) an
incumbency certificate specifying the officer(s) of the Company duly authorized
to execute this Amendment.
5. Effect of Amendment. This Amendment amends the Agreement only
to the extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the Company and Secured Party have caused this
Amendment to be executed by their proper corporate officers thereunto duly
authorized effective as of the day and year first above written.
ASSOCIATES COMMERCIAL CORPORATION CHEMICAL LEAMAN TANK LINES, INC.
By:/s/ C.W. Staudenmayer By:/s/ David M. Boucher
------------------------------------ ---------------------------------
Title: Senior Vice President Title: Senior Vice President/
--------------------------------- Chief Financial Officer
----------------------------
<PAGE>
SECOND AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This Second Amendment dated effective as of June 30, 1994 is by and
between Chemical Leaman Tank Lines, Inc., a Delaware corporation ("Company") and
Associates Commercial Corporation ("Secured Party").
WITNESSETH:
WHEREAS, the Company and Secured Party are parties to an Amended and
Restated Revolving Credit Agreement dated as of January 1, 1994, which was
amended subsequent to such date (as amended, the "Agreement"); and
WHEREAS, the Company and Secured Party hereby desire to amend the
Agreement but only to the extent specifically set forth herein. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
ascribed to them in the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, intending to be legally bound hereby and subject to
the satisfaction of the conditions hereinafter set forth, the parties hereto
agree as follows:
1. Section l.l(a). The reference to "June 30, 1994" set forth in
Section l.l(a) is hereby deleted and "June 30, 1995" is hereby substituted
therefor.
2. Section l.l(b). The reference to "June 30, 1994" set forth in
Section 1.1(b) is hereby deleted and "June 30, 1995" is hereby substituted
therefor.
3. Section 1.6. The reference to "June 30, 1994" set forth in Section
1.6 is hereby deleted and "June 30, 1995" is hereby substituted therefor.
4. Section 1.7. The reference to "June 30, 1994" set forth in Section
1.7 is hereby deleted and "June 30, 1995" is hereby substituted therefor. The
reference to "August 1, 1994" set forth in Section 1.7 is hereby deleted and
"August 1, 1995" is hereby substituted therefor.
5. Section 5.2(e). The ratios "3.97:1" and "3.82:1" set forth in
Section 5.2(e) are hereby deleted and the ratio "4.75:1" is hereby substituted
therefor.
6. Representations and Warranties. The Company restates the
representations and warranties made in Article 2 of the Agreement on and as of
the date hereof as if originally given on such date.
<PAGE>
7. Covenants. The Company warrants that it is in compliance and has
complied with each and every covenant set forth in Article 5 of the Agreement on
and as of the date hereof.
8. Corporate Authorization. As a condition of the Secured Party's
agreement to enter into and perform this Amendment, the Company will provide to
Secured Party (i) certified resolutions of the Company's board of directors
authorizing the execution and delivery of this Amendment and (ii) an incumbency
certificate specifying the officer(s) of the Company duly authorized to execute
this Amendment.
9. Effect of Amendment. This Amendment amends the Agreement only to the
extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
10. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the Company and Secured Party have caused this Amendment to
be executed by their proper Corporate officers thereunto duly authorized
effective as of the day and year first above written.
ASSOCIATES COMMERCIAL CORPORATION CHEMICAL LEAMAN TANK LINES, INC.
By:/s/ C.W. Staudenmayer By:/s/ [ILLEGIBLE]
------------------------------------ ---------------------------------
Title: Senior Vice President Title:
--------------------------------- -----------------------------
<PAGE>
THIRD AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This Third Amendment dated effective as of December 31, 1994 is by and
between Chemical Leaman Tank Lanes, Inc., a Delaware corporation ("Company") and
Associates Commercial Corporation ("Secured Party")
WITNESSETH:
WHEREAS, the Company and Secured Party are parties to an Amended and
Restated Revolving Credit Agreement dated as of January 1, 1994, which was
amended subsequent to such date (as amended, the "Agreement");
WHEREAS, the Company and Secured Party hereby desire to amend the
Agreement but only to the extent specifically set forth herein. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
ascribed to them in the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, intending to be legally bound hereby and subject to
the satisfaction of the conditions hereinafter set forth, the parties hereto
agree as follows:
1. Section 5.2(f). Section 5.2(f) is hereby deleted and the following
language is hereby substituted therefor:
(f) DEBT COVERAGE. With respect to Chemical Leaman Corporation
(on a consolidated basis), a ratio of Current Income to Current Obligations at
all times specified not less that 1.00:1.
"CURRENT INCOME" shall mean consolidated net income of Chemical
Leaman Corporation (on a consolidated basis) for the fiscal period plus
depreciation deducted during the period and amounts added to or subtracted from,
as applicable, any reserve for deferred tax liability during the period minus
any dividends or distributions paid or declared during the period.
"CURRENT OBLIGATIONS" shall mean (i) the amount of all
obligations owing by Chemical Leaman Corporation (on a consolidated basis)
maturing within the next succeeding 365 days excluding the Company's obligations
under the Loans, the revolving credit facility with CoreStates Bank, N.A. and
the Receivables Agreement; plus (ii) 25% of the principal balance of the Loans
and Term Loan outstanding hereunder plus the principal credit facility with
CoreStates Bank, N.A. plus the
<PAGE>
principal balance of the Company's obligations under the Receivables Agreement.
In calculating this ratio, Current Income shall be determined for each period
based on actual Current Income for the preceding four fiscal quarters.
2. Representations and Warranties. The Company restates the
representation and warranties made in Article 2 of the Agreement on and as of
the date hereof as if originally given on such date.
3. Covenants. The Company warrants that it is in compliance and has
complied with each and every covenant set forth in Article 5 of the Agreement on
and as of the date hereof.
4. Corporate Authorization. As a condition of the Secured Party's
agreement to enter into and perform this Amendment, the Company will provide to
Secured Party (i) certified resolutions of the Company's board of directors
authorizing the execution and delivery of this Amendment and (ii) an incumbency
certificate specifying the officer(s) of the Company duly authorized to execute
this Amendment.
5. Effect of Amendment. This Amendment amends the Agreement only to the
extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the Company and Secured Party have caused this
Amendment to be executed by their property corporate officers thereunto duly
authorized effective as of the day and year first above written.
CHEMICAL LEAMAN TANK LINES, INC. ASSOCIATES COMMERCIAL CORPORATION
By:/s/ Thomas D. Schubert By:/s/ [ILLEGIBLE]
------------------------------------ ---------------------------------
Title: Title: Assistant Vice President
--------------------------------- ------------------------------
<PAGE>
FOURTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This Fourth Amendment dated effective as of June 30, 1995 is by and
between Chemical Leaman Tank Lines, Inc., a Delaware corporation ("Company") and
Associates Commercial Corporation ("Secured Party")
WITNESSETH:
WHEREAS, the Company and Secured Party are parties to an Amended and
Restated Revolving Credit Agreement dated as of January 1, 1994, which was
amended subsequent to such date (as amended, the "Agreement");
WHEREAS, the Company and Secured Party hereby desire to amend the
Agreement but only to the extent specifically set forth herein. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
ascribed to them in the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, intending to be legally bound hereby and subject to
the satisfaction of the conditions hereinafter set forth, the parties hereto
agree as follows:
1. Section l.1(a). The reference to "June 30, 1995" set forth in
Section l.l(a) is hereby deleted and "June 30, 1996" is hereby substituted
therefor.
2. Section l.l(b). The reference to "June 30, 1995" set forth in
Section l.l(b) is hereby deleted and "June 30, 1996" is hereby substituted
therefor.
3. Section 1.6. The reference to "June 30, 1995" set forth in
Section 1.6 is hereby deleted and "June 30, 1996" is hereby substituted
therefor.
4. Section 1.7. The reference to "June 30, 1995" set forth in
Section 1.7 is hereby deleted and "June 30, 1996" is hereby substituted
therefor. The reference to "August 1, 1995" set forth in Section 1.7 is hereby
deleted and "August 1, 1996" is hereby substituted therefor.
-1-
<PAGE>
5. Section 1.9. The following language in Section 1.9 is hereby
deleted:
The Prime Rate The Prime Rate
Greater than 8.5% plus 1% plus 1%
The following language is hereby substituted for the language
deleted above in this paragraph 1:
The Prime Rate The Prime Rate
Greater than 8.5% plus .75% plus .75%
6. Section 5.2(d). The reference to "$21,962,000" set forth in
Section 5.2(d) is hereby deleted and "$20,000,000" is hereby substituted
therefor.
7. Section 5.2(e). The ratio "4.75:1" set forth in Section 5.2(e)
is hereby deleted and the ratio "5.50:1" is hereby substituted therefor.
8. Section 5.2(a). The definitions of "VALUE" and "DEPRECIATION"
set forth in Section 5.2(a) are hereby deleted and the following terms are
substituted therefor:
"VALUE" of an item of Revenue Equipment shall mean:
(a) with respect to all Revenue Equipment listed in Schedule A
attached to this Fourth Amendment ("Schedule A") the respective values thereof;
(b) with respect to each used item of equipment to be added as
Revenue Equipment to Schedule A at a later date, (i) the value of similarly
equipped Revenue Equipment of the same manufacturer, model and year listed in
the appraisal prepared by John Stinson dated May 25, 1995 (the "Appraisal") less
Depreciation and (ii) which does not meet the parameters of subsection (i) of
this paragraph (b), the value which Secured Party and Company shall agree upon,
and (iii) if subsection (i) and (ii) of this paragraph (b) are not applicable,
then the appraised value which John Stinson shall determine in accordance with
the method used by John Stinson under the appraisal;
-2-
<PAGE>
(c) with respect to each item of equipment purchased new by
the Company, which has not been used by the Company or anyone else for more than
ninety (90) days at the time it is to be added as Revenue Equipment to Schedule
A at a later date, the purchase cost to Company of such new item of Revenue
Equipment.
"DEPRECIATION" for an item of Revenue Equipment as of any date
of determination shall mean an amount equal to .83% of its original purchase
price to the Company times (a) in the case of Revenue Equipment whose value is
determined under paragraphs (a), (b)(ii), (b)(iii) or (c) above, the number of
months such item of Revenue Equipment has been listed as Revenue Equipment on
Schedule A and (b) in the case of Revenue Equipment whose value is determined
under paragraph (b)(i) above, the number of months from the effective date
hereof (i.e., June 30 , 1995) to the date of determination.
9. Section 5.2(f). The definition of "CURRENT OBLIGATIONS" set
forth in Section 5.2(f) is hereby deleted and the following terms are
substituted therefor:
"CURRENT OBLIGATIONS" shall mean:
(i) the amount of all obligations owing by Chemical Leaman
Corporation (on a consolidated basis) maturing within the next succeeding 365
days excluding the Company's obligations under the Loans, the revolving credit
facility with CoreStates Bank, N.A. and the Receivables Agreement; plus (ii) 20%
of the principal balance of the Loans and Term Loan outstanding hereunder plus
the principal credit facility with CoreStates, N.A. In calculating this ratio,
Current Income shall be determined for each period base upon actual Current
Income for the preceding four fiscal quarters.
10. Schedule A to Security Agreement. The Schedule A attached to
this Fourth Amendment replaces the Schedule A, as amended, attached to the
Security Agreement dated November 30, 1990 between the Company and Secured
Party.
11. Representations and Warranties. The Company restates the
representations and warranties made in Article 2 of the Agreement on and as of
the date hereof as if originally given on such date.
-3-
<PAGE>
12. Covenants. The Company warrants that it is in compliance and
has complied with each and every covenant set forth in Article 5 of the
Agreement on and as of the date hereof.
13. Corporate Authorization. As a condition of the Secured
Party's agreement to enter into and perform this Amendment, the Company will
provide to Secured Party (i) certified resolutions of the Company's board of
directors authorizing the execution and delivery of this Amendment and (ii) an
incumbency certificate specifying the officer(s) of the Company duly authorized
to execute this Amendment.
14. Effect of Amendment. This Amendment amends the Agreement only
to the extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
15. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the Company and Secured Party have caused this
Amendment to be executed by their property corporate officers thereunto duly
authorized effective as of the day and year first above written.
CHEMICAL LEAMAN TANK LINES, INC. ASSOCIATES COMMERCIAL CORPORATION
By:/s/ Philip J. Ringo By:/s/ [ILLEGIBLE]
------------------------------------ ---------------------------------
Title: President Title: Assistant Vice President
--------------------------------- ------------------------------
-4-
<PAGE>
FIFTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This Fifth Amendment dated effective as of December 31, 1995 is by and
between Chemical Leaman Tank Lines, Inc., a Delaware corporation ("Company") and
Associates Commercial Corporation ("Secured Party")
WITNESSETH:
WHEREAS, the Company and Secured Party are parties to an Amended and
Restated Revolving Credit Agreement dated as of January l, 1994, which was
amended subsequent to such date (as amended, the "Agreement");
WHEREAS, the Company and Secured Party hereby desire to amend the
Agreement but only to the extent specifically set forth herein. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
ascribed to them in the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, intending to be legally bound hereby and subject to
the satisfaction of the conditions hereinafter set forth, the parties hereto
agree as follows:
1. Section 5.1(a) is hereby deleted and the following inserted
in lieu thereof:
(a) ANNUAL FINANCIAL STATEMENTS. As soon as available but in
any event within 120 days after the end of each fiscal year, the Company will
deliver to Secured Party financial statements of Chemical Leaman Corporation
(consolidated) for such fiscal year. "Financial Statements" shall mean a balance
sheet, a statement of earnings or loss, and a statement of changes in financial
position for the fiscal year and the immediately preceding fiscal year in
comparative form. Financial Statements shall be in reasonable detail with
appropriate notes and be prepared in accordance with generally accepted
accounting principles applied on a consistent basis and shall include
consolidating balance sheets and income statements of Chemical Leaman
Corporation and its subsidiaries, which consolidating balance sheets and income
statements may be prepared and certified by officers of Chemical Leaman
Corporation. Except as provided in this Subsection
-1-
<PAGE>
5.1(a), the Annual Financial Statements of Chemical Leaman Corporation shall be
certified (without any material qualification, exception or limiting statement
or disclosure) by independent public accountants of nationally recognized
standing who shall be acceptable to the Secured Party, which acceptance shall
not be unreasonably withheld.
2. Effect of Amendment. This Amendment amends the Agreement only
to the extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
3. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the Company and Secured Party have caused this
Amendment to be executed by their property corporate officers thereunto duly
authorized effective as of the day and year first above written.
CHEMICAL LEAMAN TANK LINES, INC. ASSOCIATES COMMERCIAL CORPORATION
By:/s/ Philip J. Ringo By:/s/ [ILLEGIBLE]
------------------------------------ ---------------------------------
Title: President Title: Assistant Vice President
--------------------------------- ------------------------------
-2-
<PAGE>
SIXTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This Second Amendment dated effective as of April 11, 1996 is by and
between Chemical Leaman Tank Lines, Inc., a Delaware corporation ("Company~) and
Associates Commercial Corporation ("Secured Party").
WITNESSETH:
WHEREAS, the Company and Secured Party are parties to an Amended and
Restated Revolving Credit Agreement dated as of January 1, 1994, which was
amended subsequent to such date (as amended, the "Agreement"); and
WHEREAS, the Company and Secured Party hereby desire to amend the
Agreement but only to the extent specifically set forth herein. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
ascribed to them in the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Section 1.1(a). The reference to "June 30, 1996" set forth in
Section 1.1(a) is hereby deleted and "June 30, 1998" is hereby substituted
therefor. The reference to "$22,500,000" set forth in Section 1.1(a) is hereby
deleted and "$26,000,000" is hereby substituted therefor.
2. Section 1.1(b). The reference to "June 30, 1996" set forth in
Section l.l(b) is hereby deleted and "June 30, 1998" is hereby substituted
therefor.
3. Section 1.6. The reference to "June 30, 1996" set forth in
Section 1.6 is hereby deleted and "June 30, 1998" is hereby substituted
therefor.
4. Section 1.7. The reference to "June 30, 1996" set forth in
Section 1.7 is hereby deleted and "June 30, 1998" is hereby substituted
therefor. The reference to "August 1, 1996" set forth in Section 1.7 is hereby
deleted and "August 1, 1998" is hereby substituted therefor.
5. Representations and Warranties. The Company restates the
representations and warranties made in Article 2 of the Agreement on and as of
the date hereof as if originally given on such date.
6. Covenants. The Company warrants that it is in compliance and
has complied with each and every covenant set forth in Article 5 of the
Agreement on and as of the date hereof.
7. Corporate Authorization. As a condition of the Secured Party's
agreement to enter into and perform this Amendment, the Company will provide to
Secured Party (i) certified resolutions of the Company's board of directors
authorizing the execution and delivery of this Amendment
- 1 -
<PAGE>
and (ii) an incumbency certificate specifying the officer(s) of the Company duly
authorized to execute this Amendment.
8. Effect of Amendment. This Amendment amends the Agreement only
to the extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
9. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the Company and Secured Party have caused this Amendment to
be executed by their proper corporate officers thereunto duly authorized
effective as of the day and year first above written.
CHEMICAL LEAMAN TANK LINES, INC. ASSOCIATES COMMERCIAL CORPORATION
By:/s/ Philip J. Ringo By:/s/ C.W. Staudenmayer
------------------------------------ ---------------------------------
Title: President Title: Senior Vice President
--------------------------------- ------------------------------
-2-
<PAGE>
SEVENTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This Seventh Amendment dated effective as of June 30, 1996 is by and
between Chemical Leaman Tank Lines, Inc., a Delaware corporation ("Company") and
Associates Commercial Corporation ("Secured Party").
WITNESSETH:
WHEREAS, the Company and Secured Party are parties to an Amended and
Restated Revolving Credit Agreement dated as of January 1, 1994, which was
amended subsequent to such date (as amended, the "Agreement"); and
WHEREAS, the Company and Secured Party hereby desire to amend the
Agreement but only to the extent specifically set forth herein. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
ascribed to them in the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Section 5.2(e). Section 5.2(e) is hereby deleted in its
entirety and substituted with the following terms:
(e) TOTAL FUNDED DEBT TO TANGIBLE NET WORTH. A ratio of Total
Funded Debt to Tangible Net Worth of Chemical Leaman Corporation which is not at
any time more than 5.50:1. "Total Funded Debt" shall mean the total outstanding
amount of all indebtedness for borrowed money of Chemical Leaman Corporation
("CLC") and its subsidiaries on a consolidated basis, including without
limitation, (i) amounts owing to CoreStates Bank, N.A. under and pursuant to its
Credit Agreement with the Company; (ii) all obligations of the Company and Fleet
Transport Company, Inc. in favor of Secured Party; (iii) all indebtedness of
CLC's subsidiaries pursuant to equipment loans and capital leases; (iv) all
obligations of CLC's subsidiaries under operating leases discounted to present
value at the rate of return which the lessee will pay on each lease; and (v) all
other obligations of CLC's subsidiaries for borrowed money.
2. Representations and Warranties. The Company restates the
representations and warranties made in Article 2 of the Agreement on and as of
the date hereof as if originally given on such date.
3. Covenants. The Company warrants that it is in compliance and
has complied with each and every covenant set forth in Article 5 of the
Agreement on and as of the date hereof.
-1-
<PAGE>
4. Corporate Authorization. As a condition of the Secured Party's
agreement to enter into and perform this Amendment, the Company will provide to
Secured Party (i) certified resolutions of the Company's board of directors
authorizing the execution and delivery of this Amendment and (ii) an incumbency
certificate specifying the officer(s) of the Company duly authorized to execute
this Amendment.
5. Effect of Amendment. This Amendment amends the Agreement only
to the extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the Company and Secured Party have caused this
Amendment to be executed by their proper corporate officers thereunto duly
authorized effective as of the day and year first above written.
CHEMICAL LEAMAN TANK LINES, INC. ASSOCIATES COMMERCIAL CORPORATION
By:/s/ Philip J. Ringo By:/s/ C.W. Staudenmayer
------------------------------------ ---------------------------------
Title: President Title: Senior Vice President
--------------------------------- ------------------------------
-2-
<PAGE>
EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
This Eighth Amendment dated effective as of December 31, 1996 is by and
between Chemical Leaman Tank Lines, Inc., a Delaware corporation ("Company") and
ASSOCIATES COMMERCIAL CORPORATION ("Secured Party").
WITNESSETH:
WHEREAS, the Company and Secured Party are parties to a Revolving
Credit Agreement dated January 1, 1994 ("Agreement");
WHEREAS, the Company and Secured Party hereby desire to amend the
Agreement but only to the extent specifically set forth herein. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
ascribed to them in the Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, intending to be legally bound hereby and subject to the
satisfaction of the conditions hereinafter set forth, the parties hereto agree
as follows:
1. Section 5.2 (d) TANGIBLE NET WORTH. Section 5.2(d) is hereby
deleted and the following language is hereby substituted therefor:
(d) TANGIBLE NET WORTH. Tangible net worth (tangible assets
i.e., total assets excluding patents, copyrights, capitalized research and
development costs, goodwill, operating rights and other intangible assets, minus
total liabilities (excluding all operating leases)) of Chemical Leaman
Corporation (on a consolidated basis including the book value of all outstanding
Series A, B and C Preferred Stock and including the stock subscription loan
receivable in the amount of $1,520,000 due from David R. Hamilton) of not less
than $20,000,000.
2. Section 5.2(e) TOTAL FUNDED DEBT TO TANGIBLE NET WORTH.
Section 5.2(e) is hereby deleted and the following language is substituted
therefor:
(e) TOTAL FUNDED DEBT TO TANGIBLE NET WORTH. A ratio of Total
Funded Debt to Tangible Net Worth of Chemical Leaman Corporation which is not at
any time more than 5.50:1. "Total Funded Debt" shall mean the total outstanding
amount of all indebtedness for borrowed money of Chemical Leaman Corporation
("CLC") and its subsidiaries on a consolidated basis, including without
limitation, (i) amounts owing to CoreStates Bank, N.A. under and pursuant to its
Credit Agreement with the Company; (ii) all obligations of the Company and Fleet
Transport Company, Inc. in favor of Secured Party; (iii) all indebtedness of
CLC's subsidiaries pursuant to equipment loans and capital leases; (iv) all
obligations of CLC's subsidiaries under operating leases discounted to present
value at the rate of return which the lessee will pay on each lease; and (v) all
other obligations of CLC's subsidiaries for borrowed money. Total Funded Debt
shall be reduced by the amount of restricted cash contained in the Seller
Sub-Account as that term is defined in the Pickering Way Funding Trust Pooling
and Servicing Agreement dated as of May 14, 1993.
3. Representations and Warranties. The Company restates the
representations and warranties made in Article IV of the Agreement on and as of
the date hereof as if originally given on such date.
<PAGE>
4. Covenants. The Company warrants that it is in compliance and has
complied with each and every covenant set forth in Article V of the Agreement on
and as of the date hereof.
5. Corporate Authorization. As a condition of the Secured Party's
agreement to enter into and perform this Amendment, the Company will provide
to Secured Party (i) certified resolutions of the Company's board of directors
authorizing the execution and delivery of this Amendment and (ii) an
incumbency certificate specifying the officer(s) of the Company duly authorized
to execute this Amendment.
6. Effect of Amendment. This Amendment amends the Agreement only to the
extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the Company and Secured Party have caused this
Amendment to be executed by their proper corporate officers thereunto duly
authorized effective as of the day and year first above written.
CHEMICAL LEAMAN TANK LINES, INC. ASSOCIATES COMMERCIAL CORPORATION
By: /s/ Philip J. Ringo By: /s/ Robert G. Bowling
--------------------------- -------------------------
Title: President Title: Vice President
------------------------ ----------------------
<PAGE>
NINTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This Ninth Amendment dated effective as of March 30, 1997 is by and
between Chemical Leaman Tank Lines, Inc., a Delaware corporation ("Company") and
Associates Commercial Corporation ("Secured Party").
WITNESSETH:
WHEREAS, the Company and Secured Party are parties to an Amended and
Restated Revolving Credit Agreement dated as of January 1, 1994, which was
amended subsequent to such date (as amended, the "Agreement"); and
WHEREAS, the Company and Secured Party hereby desire to amend the
Agreement but only to the extent specifically set forth herein. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
ascribed to them in the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Section 5.2. The language "85%" in the definition of BOOK
VALUE in Section 5.2.(a) of the Agreement is hereby deleted and replaced with
the following language: "90%".
2. Representations and Warranties. The Company restates the
representations and warranties made in Article 2 of the Agreement on and as of
the date hereof as if originally given on such date.
3. Covenants. The Company warrants that it is in compliance and
has complied with each and every covenant set forth in Article 5 of the
Agreement on and as of the date hereof.
4. Corporate Authorization. As a condition of the Secured Party's
agreement to enter into and perform this Amendment, the Company will provide to
Secured Party (i) certified resolutions of the Company's board of directors
authorizing the execution and delivery of this Amendment and (ii) an incumbency
certificate specifying the officer(s) of the Company duly authorized to execute
this Amendment.
5. Effect of Amendment. This Amendment amends the Agreement only
to the extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the Company and Secured Party have caused this
Amendment to be executed by their proper corporate officers thereunto duly
authorized effective as of the day and year first above written.
CHEMICAL LEAMAN TANK LINES, INC. ASSOCIATES COMMERCIAL CORPORATION
By: /s/ David M. Boucher By: /s/ Robert G. Bowling
---------------------------- -------------------------------
Title: Senior Vice President Title: Vice President
------------------------- ----------------------------
- -------------------------------------------------------------------------------
CREDIT AGREEMENT
$12,500,000
between
CHEMICAL LEAMAN TANK LINES, INC.
and
CORESTATES BANK, N.A.
July 31, 1995
- -------------------------------------------------------------------------------
<PAGE>
Table of Contents
<TABLE>
<S> <C>
Preliminary Statement.................................................................................. 1
1. The Credit.......................................................................................... 1
1.1 Credit Facilities........................................................................ 1
(a) Revolving Credit Loans.......................................................... 1
(b) Letters of Credit............................................................... 2
(c) Term Loans...................................................................... 2
1.2 Notes.................................................................................... 3
1.3 Funding Procedures for Revolving Credit Loans............................................ 3
1.4 Commitment Fee........................................................................... 3
1.5 Termination or Reduction of Commitment................................................... 4
1.6 Refunding Term Loan...................................................................... 4
1.7 Refunding Term Note...................................................................... 4
1.8 Prepayments.............................................................................. 5
1.9 Funding Costs; Loss of Earnings.......................................................... 5
1.10 Payments Generally....................................................................... 5
1.11 Interest................................................................................. 6
(a) Definitions. ................................................................... 6
(b) Interest Rate Election. ........................................................ 7
(c) Procedure for Determining Interest Periods and Rates of Interest. .............. 7
(d) Payment and Calculation of Interest. ........................................... 7
(e) Reserves. ...................................................................... 8
(f) Special Provisions Applicable to Adjusted Libor Rate. .......................... 8
(1) Increased Costs............................................................ 8
(2) Unavailability of Eurodollar Funds......................................... 8
(3) Illegality................................................................. 9
(g) Default Rate. .................................................................. 9
1.12 Regulatory Changes in Capital Requirements............................................... 9
2. Representations and Warranties...................................................................... 10
2.1 Organization and Good Standing........................................................... 10
2.2 Corporate Authority; No Violation........................................................ 10
2.3 Validity of Documents.................................................................... 10
2.4 Litigation............................................................................... 11
2.5 ERISA.................................................................................... 11
2.6 Financial Statements..................................................................... 12
2.7 Margin Regulations....................................................................... 12
2.8 Not in Default........................................................................... 12
2.9 Tax Returns.............................................................................. 12
2.10 Compliance with Law; Permits, Licenses, Etc.............................................. 12
2.11 Indebtedness............................................................................. 12
2.12 Capital Stock............................................................................ 13
2.13 Hazardous Wastes, Substances and Petroleum Products...................................... 13
2.14 Disclosure Generally..................................................................... 14
</TABLE>
Credit Agreement, July 31, 1995 - i - Chemical Leaman Tank Lines, Inc.
<PAGE>
<TABLE>
<S> <C>
3. Security............................................................................................ 14
3.1 Security Documents....................................................................... 14
3.2 Release of Collateral.................................................................... 14
4. Conditions to Lending............................................................................... 15
4.1 All Loans................................................................................ 15
(a) Documents. ..................................................................... 15
(b) Conditions. .................................................................... 15
(c) Compliance; Representations and Warranties; No Material Adverse Change.......... 15
(d) Charter Documents; Evidence of Authorization. .................................. 15
(e) Legal Opinion. ................................................................. 15
(f) Incumbency. .................................................................... 15
(g) Note; Security Documents. ...................................................... 15
(h) Other Closing Deliveries. ...................................................... 16
(i) Other Documents. ............................................................... 16
4.2 Refunding Term Loan...................................................................... 16
4.3 Term Loan(s)............................................................................. 16
5. Covenants........................................................................................... 16
5.1 Reporting Requirements................................................................... 16
(a) Annual Financial Statements. ................................................... 16
(b) Quarterly Financial Statements. ................................................ 17
(c) Annual and Quarterly Default and Compliance Certificates. ...................... 17
(d) Monthly Borrowing Base Statements. ............................................. 17
(e) Interim Default Certificates. .................................................. 17
(f) Other Statements and Reports. .................................................. 17
5.2 Financial Condition and Ratios........................................................... 18
(a) Borrowing Base. ................................................................ 18
(b) Current Ratio. ................................................................. 18
(c) Tangible Net Worth. ............................................................ 19
(d) Liabilities to Tangible Net Worth. ............................................. 19
(e) Debt Coverage. ................................................................. 19
(f) Interest Coverage. ............................................................. 20
5.3 Performance of Loan Documents; Further Assurances........................................ 20
5.4 Compliance with Laws..................................................................... 20
5.5 Maintenance of Assets; Permits, Licenses, Etc............................................ 20
5.6 Insurance................................................................................ 20
5.7 Environmental Matters.................................................................... 20
5.8 ERISA.................................................................................... 21
5.9 Corporate Existence...................................................................... 21
5.10 Books and Records........................................................................ 21
5.11 Merger; Purchase or Sale of Assets....................................................... 22
5.12 Equipment................................................................................ 22
5.13 Acquisitions and Investments............................................................. 22
5.14 Loans; Advances.......................................................................... 22
</TABLE>
Credit Agreement, July 31, 1995 - ii - Chemical Leaman Tank Lines, Inc.
<PAGE>
<TABLE>
<S> <C>
5.15 Guarantees............................................................................... 22
5.16 Use of Proceeds......................................................................... 22
6. Default............................................................................................. 22
6.1 Events of Default........................................................................ 22
(a) Principal or Interest. ......................................................... 23
(b) No Notice Covenants. ........................................................... 23
(c) 10 Day Notice Covenants. ....................................................... 23
(d) 30 Day Notice Covenants. ....................................................... 23
(e) Representations and Warranties. ................................................ 23
(f) Cross Default. ................................................................. 23
(g) Bankruptcy, Etc. ............................................................... 23
(h) Judgments. ..................................................................... 23
(i) ERISA. ......................................................................... 24
(j) Ownership of CLC. .............................................................. 24
(k) Material Adverse Change. ....................................................... 24
(l) Associates Loan. ............................................................... 24
(m) Accounts Receivable Funding Documents. ......................................... 24
7. Miscellaneous....................................................................................... 25
7.1 Waiver................................................................................... 25
7.2 Amendments............................................................................... 25
7.3 Governing Law............................................................................ 25
7.4 Assignment............................................................................... 25
7.5 Severability............................................................................. 25
7.6 Captions................................................................................. 25
7.7 Notices.................................................................................. 26
7.8 Set-Off.................................................................................. 26
7.9 Indemnification.......................................................................... 26
7.10 Expenses of the Bank..................................................................... 26
7.11 Counterparts; Effectiveness.............................................................. 26
7.12 1993 Agreement Superseded................................................................ 26
EXHIBITS:
1 Form of Revolving Credit Note (ss.1.2)
2 Form of Term Note (ss.1.2)
3 Form of Request for Revolving Credit Loan (ss.1.3)
4 Form of Refunding Term Note (ss.1.7)
5 Form of Default and Compliance Certificate (ss.5.1(c))
SCHEDULES:
2.11 Indebtedness
2.12 Capital Stock
</TABLE>
Credit Agreement, July 31, 1995 - iii - Chemical Leaman Tank Lines, Inc.
<PAGE>
CREDIT AGREEMENT
Credit Agreement, dated July 31, 1995 (this "Agreement"), by and between
CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation ("CLTL"), and
CORESTATES BANK, N.A., a national banking association (the "Bank"), which amends
and restates in its entirety the Amended and Restated Revolving Credit
Agreement, dated May 14, 1993 as amended from time to time subsequent to said
date (the "1993 Agreement"), among CLTL, the Bank and Chemical Leaman
Corporation, a Pennsylvania corporation (the "CLC").
Preliminary Statement
CLC owns all the issued and outstanding capital stock of CLTL and Quala
Systems, Inc., a Delaware corporation ("QSI"). CLTL owns all of the issued and
outstanding capital stock of CLT Services, Inc. a Delaware corporation ("CLT").
CLTL and QSI collectively own all of the issued and outstanding capital stock of
Pickering Way Funding Corp., a Delaware corporation ("Pickering Way").
CLTL and CLC have requested that the Bank amend and restate the 1993
Agreement to increase the Commitment from $10,000,000 to $12,500,000 and to
extend the Commitment Period under the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, CLTL and the Bank hereby
agree that the 1993 Agreement shall be and hereby is amended and restated in its
entirety, and the parties hereby agree as follows:
1. The Credit
1.1 Credit Facilities.
(a) Revolving Credit Loans. The Bank, under the terms and subject to the
conditions of this Agreement, agrees to make loans (herein called "Revolving
Credit Loans" or "Loans") to CLTL from time to time during the period (the
"Commitment Period") commencing on the date hereof and ending on May 31, 1996,
or on any earlier date as provided in ss.ss.1.5 and 6.1 hereof (herein called
the "Termination Date"), in amounts not to exceed at any one time outstanding,
in the aggregate, $12,500,000 (such amount, as reduced pursuant to ss.1.5, being
referred to herein as the "Commitment" of the Bank). Each Revolving Credit Loan
shall bear interest as provided in ss.1.11 hereof.
Notwithstanding the foregoing, CLTL shall not be entitled to any Revolving
Credit Loan if, after giving effect to such Loan, the aggregate unpaid amount of
the Revolving Credit Loan, when added to the aggregate amount of Letters of
Credit and any Term Loans outstanding as provided below, would exceed the
Commitment. Further, CLTL shall not be entitled to any Revolving Credit Loan if,
after giving effect to such Loan, the unpaid amount of the Revolving Credit Loan
when added to the aggregate amount of Letters of Credit and any Term Loans
outstanding would exceed CLTL's current Borrowing Base, as stated in the most
recent Borrowing Base Certificate furnished to the Bank as provided herein.
Within the limits of the Commitment and the Borrowing Base, CLTL may borrow,
prepay and reborrow.
Credit Agreement, July 31, 1995 - 1 - Chemical Leaman Tank Lines, Inc.
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(b) Letters of Credit. The Bank, under the terms and subject to the
conditions of this Agreement, agrees to provide standby letters of credit to
CLTL, from time to time during the Commitment Period, as requested by CLTL,
provided that:
(1) the aggregate amount of Letters of Credit outstanding at any one
time shall not exceed $8,500,000, at any time hereafter, or such lesser amount,
if any, as will, when added to the amount of the Revolving Credit Loan and any
Term Loans then outstanding, aggregate $12,500,000 (or such lesser amount as
CLTL is entitled to borrow hereunder at such time by reason of the limitation of
the Borrowing Base or otherwise);
(2) no Letter of Credit shall be issued after the Termination Date and
no Letter of Credit shall be for a term longer than one year; and
(3) no Letter of Credit shall be issued for other than regulatory
bonding or insurance purposes.
As used in this Agreement, "Letter of Credit" shall mean only those standby
letters of credit issued pursuant to a completed application on the form of
letter of credit application required by the Bank at the time of the request for
each Letter of Credit.
CLTL shall request a Letter of Credit by delivering a completed letter of
credit application to the Bank not less than one Business Day prior to the date
specified by CLTL as the date the Letter of Credit is to be issued. The term
"Business Day" shall mean a day on which the Bank is open for business at its
principal office.
Letters of Credit shall not bear interest until drawn upon but shall each
be subject to an annual charge, payable quarterly in arrears from the date of
issuance, equal to two percent (2%) of the amount of the Letter of Credit.
Within the foregoing limit, CLTL may request issuance of Letters of Credit,
pay them upon a drawing thereunder and request new issuances. Any obligation of
CLTL to pay money in connection with any Letter of Credit shall be secured as if
made as a Loan hereunder. In the event CLTL shall terminate the Commitment as
provided in ss.1.5 and shall pay the outstanding principal amount of the
Revolving Credit Loan in full and with interest or the Termination Date shall
occur at a time when one or more Letters of Credit remain outstanding, then CLTL
shall furnish to the Bank within three Business Days such amount of cash, to be
held as cash collateral and invested in certificates of deposit of the Bank, as
will pay the maximum amount which may be drawn by beneficiaries of Letters of
Credit outstanding at the date of such termination or Termination Date, as
applicable; provided, however, that if CLTL has requested, is entitled pursuant
to ss.1.6 hereof, and consummates a Refunding Term Loan, then in such
circumstance cash collateral shall not be required.
(c) Term Loans. During the Commitment Period, the Bank agrees to consider,
on a case by case basis, making term loans (herein called "Term Loans") to CLTL,
each in the minimum principal amount of $400,000, for the purpose of financing
the purchase of tractors and trailers and repowered tractors under the terms and
subject to the conditions of this Agreement and such other terms and conditions
as the Bank may require at such time. Any such Term Loan will be secured by the
Security Documents (defined in ss.3.1), which shall include a lien on the
tractor or trailer being financed by the Term Loan, and shall bear interest and
amortize pursuant to a schedule agreed upon by CLTL and the Bank at the time of
such Term Loan.
Credit Agreement, July 31, 1995 - 2 - Chemical Leaman Tank Lines, Inc.
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Notwithstanding the foregoing, CLTL shall not be entitled to any Term Loan
if, after giving effect to such Term Loan, the amount of the Term Loan, when
added to the aggregate amount of the Revolving Credit Loan, Letters of Credit
and other Term Loans outstanding, would exceed the Commitment.
1.2 Notes.
(a) The Revolving Credit Loan shall be evidenced by a single promissory
note executed by CLTL, in the form attached hereto as Exhibit 1 (the "Revolving
Credit Note"), which shall be due and payable on the Termination Date and shall
be in principal amount equal to the Commitment, or so much thereof as shall have
been advanced and remain unpaid. The Revolving Credit Note shall be substituted
for and replace, but will not discharge the indebtedness of CLTL under, the
Refunding Term Note dated January 15, 1993 issued by CLTL to the Bank in the
originally stated principal amount of $15,973,102.89.
(b) Each Term Loan, if any, made as contemplated by ss.1.1(c) shall be
evidenced by a separate promissory note executed by CLTL in the principal amount
of the Term Loan and in the form attached hereto as Exhibit 2 or such other form
and substance satisfactory to CLTL and the Bank at the time of such Term Loan
(each a "Term Loan Note").
1.3 Funding Procedures for Revolving Credit Loans.
(a) Each Revolving Credit Loan shall be initiated by delivery to the
Bank of a written loan request signed by the chief executive or chief financial
officer of CLTL in substantially the form attached hereto as Exhibit 3 (the
"Loan Request"). Each Loan Request shall be delivered not less than one Business
Day prior to the date of the proposed Loan. No Loan Request shall be effective
until actually received by the Bank.
(b) Unless the Bank has knowledge that any applicable condition
specified herein has not been satisfied, the Bank will make the funds available
to CLTL not later than 12:00 P.M. (Philadelphia time) on the requested date of
each Loan, by a credit to the account of CLTL at the Bank.
1.4 Commitment Fee. CLTL agrees to pay the Bank as compensation for its
Commitment, a fee ("Commitment Fee") computed at the rate of one-half of one
percent (1/2%) per annum on the average daily amount of the unused portion of
the Commitment accrued from and after the date hereof. The unused portion of the
Commitment shall mean the Commitment less the principal amount of the
outstanding Revolving Credit Loan and the aggregate amount of any and all
outstanding Term Loans and Letters of Credit issued hereunder. The Commitment
Fee shall be calculated and be payable quarterly in arrears and on the
Termination Date. The Commitment Fee shall be calculated on the basis of a
360-day year for the actual number of days elapsed.
1.5 Termination or Reduction of Commitment. CLTL may at any time prior to
the Termination Date, on not less than one Business Day's prior written notice,
terminate or permanently reduce the Commitment. In the event the Commitment is
terminated, CLTL simultaneously shall pay or prepay (as applicable) the
Revolving Credit Loan and any Term Loans in full with interest as provided
herein. In the event the Commitment is permanently reduced, CLTL simultaneously
shall make a payment or prepayment (as applicable) in respect of the Revolving
Credit Loan and any Term Loans (as applicable), with interest as provided
herein, in such amount as is necessary to assure that the aggregate amount of
the Revolving Credit Loan, Letters of Credit and any Term Loans outstanding
immediately after such reduction will not exceed the Commitment as reduced. Any
prepayment of the Revolving Credit Loan that is based upon Adjusted Libor Rate
or any Term Loan shall be subject to a prepayment penalty pursuant to ss.1.9
hereof.
Credit Agreement, July 31, 1995 - 3 - Chemical Leaman Tank Lines, Inc.
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1.6 Refunding Term Loan. Upon request therefor by CLTL and subject to the
terms and conditions set forth herein, the Bank agrees to refund on the
Termination Date (or, if so elected by CLTL by written notice to the Bank at
least 20 days prior to such refunding date, on any date which is within 20 days
immediately prior to the Termination Date), which for purposes of this ss.1.6
shall not include any date that would be a Termination Date by reason of ss.6.1,
the principal amount of the Revolving Credit Loan outstanding at the said
Termination Date, by making a term loan ("Refunding Term Loan") in principal
amount equal to the principal amount of the Revolving Credit Loan outstanding.
The Refunding Term Note issued in connection with such Refunding Term Loan shall
also include the maximum amount which may be drawn by beneficiaries of Letters
of Credit outstanding as the said Termination Date and the amounts drawn under
such Letters of Credit after the date of execution and delivery by CLTL of the
Refunding Term Note shall be deemed added to the amount of the Refunding Term
Loan.
1.7 Refunding Term Note. The Refunding Term Loan shall be evidenced by a
single promissory note executed by of CLTL, in the form attached hereto as
Exhibit 4 (the "Refunding Term Note") in principal amount equal to the sum of
(a) the unpaid principal amount of the Revolving Credit Loan due and (b) in the
event the Termination Date shall occur at a time when one or more Letters of
Credit remain outstanding, the maximum amount which may be drawn by
beneficiaries of Letters of Credit outstanding at the Termination Date. The
Refunding Term Note shall be due in forty-eight (48) equal consecutive monthly
installments of principal due on the first day of each month commencing with the
first such date following the date of the Refunding Term Note, provided that
such first payment shall not be due less that fifteen (15) days following the
date of the Refunding Term Note. Each installment shall be rounded upwards to
the next whole dollar except in the case of the final installment which shall be
in an amount sufficient to pay in full the remaining unpaid principal amount of
the Refunding Term Note. Each principal installment shall be accompanied by a
payment of interest accrued to the date of such installment. The Refunding Term
Loan shall bear interest on the outstanding principal amount thereof from the
date of the Refunding Term Loan at the Base Rate plus one percent (1%), which
rate, at CLTL's election made on the date the Refunding Term Loan is made, shall
change when and as the Base Rate changes or remain fixed at the Base Rate in
effect of the date the Refunding Term Loan is made. After the issuance of the
Refunding Term Note, any amounts received by the Bank under the Refunding Term
Note in excess of the unpaid principal amount of the Revolving Credit Loan,
together with interest thereon as provided herein, shall be held as cash
collateral by the Bank and deposited in an interest bearing account with the
Bank, up to a maximum amount equal to the amount which may be drawn by
beneficiaries of all Letters of Credit outstanding, as such Letters of Credit
may be amended from time to time. The Bank will surrender to CLTL the Revolving
Credit Note held by it duly marked canceled against issuance and delivery of the
Refunding Term Note. Payments of principal other than the regular monthly
installments of principal to be made by CLTL in respect of the Refunding Term
Note shall be applied to payments of principal due in the inverse order of
maturity. No adjustment shall be made in the amount of the monthly installment
of principal due in respect of the Refunding Term Note by reason of the
cancellation or termination of any letter of credit after the date of issuance
of the Refunding Term Note. Interest shall accrue only on the principal balance
actually outstanding from time to time under the Refunding Term Note. The two
percent annual charge in respect of Letters of Credit as set forth in ss.1.1(b)
shall continue in effect for so long as any Letter of Credit shall remain in
effect.
1.8 Prepayments. Pursuant to ss.1.5 hereof, CLTL may make certain
prepayments of the unpaid principal amount of the Revolving Credit Loans and any
Term Loan in connection with the termination or reduction of the Commitment.
Pursuant to ss.5.2(a) hereof, CLTL may be obligated to make certain mandatory
prepayments of the unpaid principal amount of the Revolving Credit Loan or the
Refunding Term Loan (as applicable). In addition, CLTL shall have the right, on
not less than one Business Day's notice to the Bank,
Credit Agreement, July 31, 1995 - 4 - Chemical Leaman Tank Lines, Inc.
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to prepay the Revolving Credit Loan, any Term Loan or the Refunding Term Loan
(as applicable) in whole at any time or in part from time to time, in either
case with accrued interest to the date of such prepayment on the principal
amount being prepaid. Each partial prepayment shall be applied to principal
installments remaining on the Revolving Credit Loan, any Term Loans or the
Refunding Term Loan (as applicable) in the inverse order of their maturities. In
the event no specification is made concerning the Loan to which the payment is
to be applied, the Bank shall in its sole discretion, make such specification.
Prepayment of any portion of the Revolving Credit Loan which is based upon an
Adjusted Libor Rate or any Term Loan shall be subject to a prepayment penalty
pursuant to ss.1.9 hereof.
1.9 Funding Costs; Loss of Earnings. Prepayments of Base Rate Loans shall
be without premium or penalty. In connection with any prepayment of an Adjusted
Libor Rate Loan or any Term Loan, whether such prepayment is voluntary,
mandatory, by demand, acceleration or otherwise, CLTL shall pay to the Bank, in
addition to such prepayment and the accrued interest thereon, an amount equal to
the excess of (a) the aggregate present value of the scheduled principal and
interest payments eliminated by the prepayment over (b) the principal amount
being prepaid. The discount rate used for such calculation shall be the yield to
maturity at the time of the prepayment on U.S. Treasury securities having a
maturity which most closely approximates the final maturity date of the
principal balance then outstanding.
1.10 Payments Generally. All payments of principal, interest, fees, or
other amounts payable hereunder, shall be remitted to the Bank at the address
set forth opposite its name on the signature page hereof in immediately
available funds. Whenever any payment is stated as due on a day which is not a
Business Day, the maturity of such payment shall be extended to the next
succeeding Business Day and interest shall continue to accrue during such
extension. CLTL authorizes the Bank (but the Bank shall not be obligated) to
deduct from any account maintained by CLTL at the Bank any amount payable
hereunder on or after the date upon which it is due and payable. Such
authorization shall include but not be limited to amounts payable with respect
to principal, interest, fees and expenses plus any amounts payable with respect
to any drawing under any Letter of Credit.
1.11 Interest.
(a) Definitions. As used in this ss.1.11, the following words and terms
shall have the meanings specified below:
"Adjusted Libor Rate" shall mean, for any Interest Period, as
applied to a Loan, the rate per annum (rounded upward, if
necessary to the next 1/16th of 1%) determined pursuant to the
following formula:
Adjusted Libor Rate = Libor Rate
----------------------
1 - Reserve Percentage
"Base Rate" shall mean higher of (i) the Federal Funds Rate plus
three-quarters of one percent (3/4%) per annum, and (ii) the
Prime Rate.
"Federal Funds Rate" shall mean for any day the effective rate of
interest for such day, as announced from time to time by the
Board of Governors of the Federal Reserve System as shown in
publication H.15 as the "Federal Funds Rate."
Credit Agreement, July 31, 1995 - 5 - Chemical Leaman Tank Lines, Inc.
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"Interest Period" shall mean a period of one (1), three (3) or
six (6) months' duration, as CLTL may elect, during which the
Adjusted Libor Rate is applicable; provided, however, that (a)
interest shall accrue from and including the first day of each
Interest Period to, but excluding, the day on which any Interest
Period expires; (b) any Interest Period which would otherwise end
on a day which is not a London Business Day shall be extended to
the next succeeding London Business Day unless such London
Business Day in another calendar month, in which case such
Interest Period shall end on the next preceding London Business
Day; and (c) with respect to an Interest Period which begins on
the last London Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar
month at the end of such Interest Period), the Interest Period
shall end on the last London Business Day of a calendar month.
"Libor Rate" shall mean the arithmetic average of the rates of
interest per annum (rounded upward, if necessary to the next
1/16th of 1%) at which the Bank is offered deposits of United
States Dollars in the London Interbank Market on or about eleven
o'clock (11:00) a.m. London time three (3) Business Days prior to
the commencement of such Interest Period in amounts substantially
equal to such amount of the Revolving Credit Loan as to which
CLTL may elect the Adjusted Libor Rate to be applicable with a
maturity of comparable duration to the Interest Period selected
by CLTL.
"London Business Day" shall mean any Business Day on which banks
in London, England are open for business.
"Prime Rate" shall mean the rate of interest per annum announced
by the Bank from time to time as its prime rate.
"Regulation D" shall mean Regulation D of the Board of Governors
of the Federal Reserve System, comprising Part 204 of Title 12,
Code of Federal Regulations, as amended and as may be amended
from time to time, and any successor thereto.
"Reserve" shall mean, for any day, that reserve (expressed as a
decimal) which is in effect (whether or not actually incurred)
with respect to the Bank on such day, as prescribed by the Board
of Governors of the Federal Reserve System (or any successor or
any other banking authority to which the Bank is subject
including any board or governmental or administrative agency of
the United States or any other jurisdiction to which the Bank is
subject), for determining the maximum reserve requirement
(including without limitation any basic, supplemental, marginal
or emergency reserves) for Eurocurrency liabilities as defined in
Regulation D.
"Reserve Percentage" shall mean, for the Bank on any day, that
percentage (expressed as a decimal) prescribed by the Board of
Governors of the Federal Reserve System (or any successor or any
other banking authority to which the Bank is subject, including
any board or governmental or administrative agency of the United
States or any other jurisdiction to which the Bank is subject),
for determining the reserve requirement (including without
limitation any basic, supplemental, marginal or emergency
reserves) for deposits of United States Dollars in a non-United
States or an international banking office of the Bank used to
fund a Loan bearing interest based on the Adjusted Libor Rate or
any loan made with the
Credit Agreement, July 31, 1995 - 6 - Chemical Leaman Tank Lines, Inc.
<PAGE>
proceeds of such deposit. The Adjusted Libor Rate shall be
adjusted on and as of the effective day of any change in the
Reserve Percentage.
(b) Interest Rate Election. At CLTL's election in accordance with the
provisions of ss.1.3 hereof, each advance under the Revolving Credit Loan shall
bear interest on the outstanding principal amount thereof from the date of the
advance at (i) the Base Rate plus three-quarters of one percent (3/4%) per
annum, such rate to change when and as the Base Rate changes, or (ii) the
Adjusted Libor Rate plus three percent (3%). In the event CLTL shall fail to
make an interest rate election, the advance to be made shall bear interest as
provided in this ss.1.11(b).
(c) Procedure for Determining Interest Periods and Rates of Interest. If
CLTL elects the Base Rate to be applicable to a Revolving Credit Loan advance,
CLTL must notify the Bank of such election prior to eleven o'clock (11:00) a.m.
Philadelphia time on the date of the proposed application of such rate. If CLTL
elects the Adjusted Libor Rate to be applicable to a Revolving Credit Loan
advance, CLTL must notify the Bank of such election and the Interest Period
selected prior to eleven o'clock (11:00) a.m. Philadelphia time at least three
(3) London Business Days prior to the date of the proposed application of such
rate. If CLTL does not provide the applicable notice for the Adjusted Libor
Rate, then CLTL shall be deemed to have requested that the Base Rate apply to
any Revolving Credit Loan advance as to which the Interest Period is expiring
and to any new advance until CLTL shall have given proper notice of a change in
or determination of the rate of interest in accordance with this ss.1.11(c).
(d) Payment and Calculation of Interest. Interest shall be due and payable
on the last day of each Interest Period for each advance bearing interest based
on the Adjusted Libor Rate; provided, however, that with respect to advances
which bear interest at the Adjusted Libor Rate having Interest Periods in excess
of six (6) months, CLTL shall pay interest on the ninetieth (90th) day of the
Interest Period and on the last day of the Interest Period. With respect to
advances which bear interest at the Base Rate, CLTL shall pay interest on the
first Business Day of each month commencing on the first such date after the
advance which bears interest at such rate. Interest shall be calculated in
accordance with the provisions of ss.1.11(b) hereof. Interest based on the Base
Rate shall be calculated on the basis of the actual number of days elapsed over
a year of three hundred sixty-five (365) or three hundred sixty-six (366) days,
as the case may be, and interest based on the Adjusted Libor Rate shall be
calculated on the basis of the actual number of days elapsed over a year of
three hundred sixty (360) days.
(e) Reserves. If at any time when any advance is subject to the Adjusted
Libor Rate, and the Bank is subject to and incurs a Reserve, CLTL hereby agrees
to pay within five (5) Business Days of demand thereof from time to time, as
billed by the Bank, such additional amount as is necessary to reimburse the Bank
for its costs in maintaining such Reserve. The determination by the Bank of such
costs incurred and the allocation, if any, of such costs among CLTL and other
customers which have similar arrangements with the Bank shall be prima facie
evidence of the correctness of the fact and the amount of such additional costs.
(f) Special Provisions Applicable to Adjusted Libor Rate. The following
special provisions shall apply to the Adjusted Libor Rate as well as to the rate
apply in the case of any Term Loan as contemplated by ss.1.1(c):
(1) Increased Costs. The Adjusted Libor Rate or the rate on any Term
Loan (a "Term Loan Rate")(as applicable) may be automatically adjusted by the
Bank on a prospective basis to take into account the additional or increased
cost of maintaining any necessary reserves for Eurodollar deposits or increased
costs
Credit Agreement, July 31, 1995 - 7 - Chemical Leaman Tank Lines, Inc.
<PAGE>
due to changes in applicable law or regulation or the interpretation thereof by
a governmental authority occurring subsequent to the commencement of the then
applicable Interest Period, including but not limited to changes in tax laws
(except changes of general applicability in corporate income tax laws) and
changes in the reserve requirements imposed by the Board of Governors of the
Federal Reserve System (or any successor), excluding the Reserve Percentage,
that increase the cost to the Bank of funding the advance bearing interest at
the Adjusted Libor Rate or any Term Loan at a Term Loan Rate (as applicable) and
are generally applicable to the Bank's borrowers. The Bank shall give CLTL
notice of such a determination and adjustment within 30 days of any such
adjustment, including a calculation of the determination, which determination
shall be prima facie evidence of the correctness of the fact and the amount of
such adjustment.
(2) Unavailability of Eurodollar Funds. In the event that CLTL shall
have requested an Adjusted Libor Rate in accordance with ss.1.11(c) hereof and
the Bank shall have reasonably determined that Eurodollar deposits equal to the
amount of the principal of the advance for which the rate is requested and for
the Interest Period specified are unavailable, or that the rate based on the
Adjusted Libor Rate will not adequately and fairly reflect the cost of making or
maintaining the principal amount of the advance specified by CLTL during the
Interest Period specified or that by reason of circumstances affecting
Eurodollar markets, adequate and reasonable means do not exist for ascertaining
the Adjusted Libor Rate applicable to the specified Interest Period, the Bank
shall promptly give notice of such determination to CLTL that the rate based on
the Adjusted Libor Rate is not available. A determination by the Bank hereunder
shall be prima facie evidence of the correctness of the fact and amount of such
additional costs. Upon such a determination, the Bank's obligation to advance or
maintain an advance at the Adjusted Libor Rate shall be suspended until the Bank
shall have notified CLTL that such conditions shall have ceased to exist, and
the Base Rate shall then be applicable to the Revolving Credit Loan.
(3) Illegality. In the event that it becomes unlawful for the Bank to
maintain Eurodollar liabilities sufficient to fund any advance based upon an
Adjusted Libor Rate, then the Bank shall immediately notify CLTL thereof and the
Bank's obligations hereunder to make or maintain any advances based upon an
Adjusted Libor Rate shall be suspended until such time as the Bank may again
cause the rate based on the Adjusted Libor Rate to be applicable to any advance,
and the Base Rate shall then be applicable to the Revolving Credit Loan.
(g) Default Rate. Notwithstanding the foregoing, upon the occurrence and
during the continuance of an Event of Default, including after maturity and
before and after the entry of any judgment, CLTL hereby agrees to pay to the
Bank interest on the outstanding principal balance of the Revolving Credit Loan
and each Term Loan which may be outstanding at the rate of two percent (2%) per
annum in excess of the rates then available to and elected by CLTL for each Loan
then outstanding (the "Default Rate"), and with respect to advances bearing
interest based on the Adjusted Libor Rate, at the end of the applicable Interest
Periods and thereafter, such advances shall bear interest at the rate of two
percent (2%) per annum in excess of the Base Rate, such rate to change when and
as the Base Rate changes.
1.12 Regulatory Changes in Capital Requirements. If the Bank shall have
determined in good faith that the adoption or the effectiveness after the date
hereof of any law, rule, regulation or guideline regarding capital adequacy, or
any change in any of the foregoing or in the interpretation or administration of
any of the foregoing by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by the Bank (or any lending office of the Bank) or the Bank's holding company,
if any, with any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable
agency, has the effect of reducing
Credit Agreement, July 31, 1995 - 8 - Chemical Leaman Tank Lines, Inc.
<PAGE>
the rate of return on the Bank's capital or on the capital of the Bank's holding
company as a consequence of this Agreement, the Commitment, Letters of Credit or
Loans made by the Bank pursuant hereto to a level below that which the Bank or
its holding company would have achieved but for such adoption, change or
compliance (taking into consideration the Bank's policies and the policies of
the Bank's holding company with respect to capital adequacy) by an amount deemed
by the Bank to be material, then from time to time CLTL shall pay to the Bank,
within five (5) Business Days after receiving the Bank's demand therefor and the
certificate referred to below, such additional amount or amounts as will
compensate the Bank or its holding company for any such reduction suffered,
which amount, if not paid within such period of five (5) Business Days, shall
bear interest from the date due until payment in full thereof at the Default
Rate. The Bank will notify CLTL of any event occurring after the date of this
Agreement that will entitle the Bank to compensation pursuant to this Section
within 90 days after the date of such occurrence or the date from which the Bank
requests additional compensation, whichever is later.
A certificate of the Bank setting forth in detail such amount or amounts as
shall be necessary to compensate the Bank or its holding company as specified
above shall be delivered to CLTL and shall be conclusive absent manifest error.
For purposes of the application of this Section to CLTL and in calculating any
amount that may be necessary to compensate a Bank under this Section, the Bank
shall determine the applicability of this provision to CLTL and calculate the
amount payable to the Bank hereunder in a manner consistent with the manner in
which it shall apply and calculate similar compensation payable to it by other
borrowers having provisions in their credit agreements comparable to this
Section.
Failure on the part of the Bank to demand compensation for increased costs
or reduction in amounts received or receivable or reduction in return on capital
with respect to any period shall not constitute a waiver of the Bank's right to
demand compensation with respect to any other period.
2. Representations and Warranties
CLTL and CLC each represent and warrant to the Bank that:
2.1 Organization and Good Standing. Each of CLC and CLTL is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has the corporate power and authority
necessary to own its assets, carry on its business and, to the extent it is a
party hereto or thereto, enter into and perform its obligations hereunder, under
the Revolving Credit Note, any Term Notes and any Refunding Term Note (the
Revolving Credit Note, any Term Notes and any Refunding Term Note being referred
to herein, individually, as a "Note" and collectively, as the "Notes"), and
under all related loan documents (this Agreement, the Notes and the Security
Documents (as defined in ss.3.1) being referred to herein, individually, as a
"Loan Document" and collectively, as the "Loan Documents"). Each of CLC and CLTL
is qualified to do business and is in good standing as a foreign corporation in
each jurisdiction in which it is required to so qualify and the failure to
qualify could have a material adverse effect on it. CLC and CLTL each has filed
for or obtained approval, as necessary, to operate in each state in which either
CLC or CLTL, as applicable, provides intra-state service under the jurisdiction
of any state regulatory agency.
2.2 Corporate Authority; No Violation. To the extent each is a party
thereto, the execution, delivery and performance of the Loan Documents are
within each of CLC's and CLTL's power and authority and have been duly
authorized by all necessary corporate action on the part of CLC and CLTL. To the
extent each is a party thereto, the execution, delivery and performance of the
Loan Documents by each of CLC and CLTL (a) do not and under present law will not
require any consent or approval of any of its shareholders or
Credit Agreement, July 31, 1995 - 9 - Chemical Leaman Tank Lines, Inc.
<PAGE>
any other person, and (b) do not and under present law will not violate any law,
rule, regulation, order, writ, judgment, injunction, decree, determination or
award, do not and will not violate any provision of its charter or by-laws, do
not and will not result in any breach of any agreement, lease or instrument to
which it is a party, by which it is bound or to which any of its assets is or
may be subject, and do not and will not give rise to any lien or charge upon any
of its assets except in favor of the Bank. Neither CLC nor CLTL is in default in
any material respect under any of the foregoing.
2.3 Validity of Documents. Each Loan Document, when executed and delivered,
will be the legal, valid and binding obligation of CLC and CLTL, to the extent
each is a party thereto, enforceable against CLC and CLTL, as applicable, in
accordance with its terms. To the extent any Loan Document purports to be the
undertaking of a party other than CLC, CLTL or the Bank, each such Loan
Document, when executed and delivered, will be the legal, valid, binding
obligation of each of such other party enforceable against each such other party
in accordance with its terms. Each Loan Document which purports to create a lien
or security interest, when executed and delivered, will be effective to create
the lien or security interest it purports to create. Except for the obtaining of
an Abbreviated Securities Certificate from the Pennsylvania Public Utility
Commission (for which application was made June 27, 1995), no authorization,
consent, approval, license, exemption of or filing or registration with any
court, governmental agency or other tribunal is or under present law will be
necessary to the validity or performance of any Loan Document.
2.4 Litigation. Except as disclosed to the Bank in writing (including in
financial statements delivered hereunder), there are no actions, suits or
proceedings pending or threatened against or affecting either CLC or CLTL, or
any assets of either CLC or CLTL before any court, government agency, or other
tribunal, which if adversely determined could have a Material Adverse Effect on
CLC or CLTL (as applicable).
"Material Adverse Effect" shall mean any event or condition
which, in the good faith determination of the Bank, could
result in a material adverse effect in the financial
condition, assets, operations or prospects of CLC or CLTL (as
applicable), or which gives reasonable grounds to conclude
that CLC or CLTL (as applicable) may not or will not be able
to perform or observe (in the normal course) its obligations
under the Loan Documents to which it is a party, including but
not limited to the Notes.
2.5 ERISA. Each employee benefit plan of CLC or CLTL (the "Plans") in which
any employees of CLC or CLTL participate that is subject to any provision of the
Employee Retirement Income Security Act of 1974 or the Multiemployer Pension
Plan Amendments Act of 1980 and of the regulations adopted pursuant thereto
(hereinafter collectively called "ERISA") is being administered in accordance
with the documents and instruments governing such Plans, and such documents and
instruments are substantially consistent with the applicable provisions of
ERISA. There are no "prohibited transactions" which could subject CLC or CLTL to
a material tax or penalty on prohibited transactions imposed by the Internal
Revenue Code of 1986, as amended (the "Code"), or ERISA. None of the Plans which
are "employee pension benefit plans" or the trusts created thereunder have been
terminated since September 2, 1974; nor has any such Plan incurred any material
liability to the Pension Benefit Guaranty Corporation established pursuant to
ERISA, other than for required insurance premiums which have been paid when due,
or incurred any material "accumulated funding deficiency," whether or not
waived; nor has there been any "reportable event," or other event or condition,
which represents a material risk of termination of any such Plan by the Pension
Benefit Guaranty Corporation. With respect to multiemployer plans to which CLC
or CLTL makes contributions but does not participate in the administration of
such plans, none of CLC or CLTL has received any information from any such
multiemployer plan which would indicate that any of the foregoing representation
would be incorrect as
Credit Agreement, July 31, 1995 - 10 - Chemical Leaman Tank Lines, Inc.
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applied to such multiemployer plan. All contributions required under collective
bargaining agreements to which CLC or CLTL is a party or by which either is
bound have been paid. Since April 29, 1980, none of CLC or CLTL has withdrawn
from participation in any "multiemployer plan" to which it makes contributions
such that any withdrawal liability has been or may be assessed and remains
unpaid, and none of CLC or CLTL has received any notice and is not aware that
any multiemployer plan to which it contributes is insolvent or in reorganization
status within the meaning of ERISA. As used herein, the terms "prohibited
transactions" and "multiemployer plans" shall have the respective meanings
assigned to them in the Code and in ERISA, and the terms "employee benefit
plans," "employee pension benefit plans," "accumulated funding deficiency,"
"reportable event," and "withdrawal" shall have the respective meanings assigned
to them in ERISA.
2.6 Financial Statements. The consolidated financial statements of CLTL and
the consolidated financial statements of CLC as of December 31, 1994 and for the
periods then ending, consisting in each case of a balance sheet, related
statements of changes in financial position and statements of operations and
changes in shareholders' equity, and accompanying footnotes, and the interim
financial statements of each, dated as of March 31, 1995 furnished to the Bank
in connection herewith in each case fairly present the financial condition,
results of operations and changes in shareholders' equity of each as of the date
and for the period referred to, all in accordance with generally accepted
accounting principles consistently maintained ("GAAP"), subject to fiscal
year-end audit adjustments in the case of the interim financial statements.
There has been no Material Adverse Change with respect to CLC or CLTL since the
date of the interim financial statements referred to above, except as may have
heretofore been disclosed to the Bank in writing (including in financial
statements delivered hereunder).
"Material Adverse Change" shall mean any event or condition
which, in the good faith determination of the Bank, could
result in a material adverse change in the financial
condition, assets, operations or prospects of CLC or CLTL (as
applicable), or which gives reasonable grounds to conclude
that CLC or CLTL (as applicable) may not or will not be able
to perform or observe (in the normal course) its obligations
under the Loan Documents to which it is a party, including but
not limited to the Notes.
2.7 Margin Regulations. No proceeds of any Loan or advance hereunder will
be applied for the purpose of purchasing or carrying or trading in any
securities, including "margin stock" as defined from time to time by the Board
of Governors of the Federal Reserve System, or refinancing any credit previously
extended for any such purpose.
2.8 Not in Default. No Event of Default or event which, with the giving of
notice or the passage of time or both, would constitute an Event of Default
under any Loan Document has occurred and is continuing.
2.9 Tax Returns. Each of CLC and CLTL has filed all federal, state and
local tax returns and reports which each is required by law to file and has paid
all taxes, assessments, withholdings and other governmental charges which are
presently due and payable.
2.10 Compliance with Law; Permits, Licenses, Etc. Each of CLC and CLTL (a)
is in compliance in all material respects with all laws, regulations and
requirements applicable to its business, (b) has obtained all material
authorizations, consents, approvals, orders, licenses, exemptions from, or has
accomplished all material filings or registrations or qualifications with, any
court or governmental department, public body or authority, commission, board,
bureau, agency, or instrumentality, that is necessary for the transaction of its
Credit Agreement, July 31, 1995 - 11 - Chemical Leaman Tank Lines, Inc.
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business, and (c) possesses all material permits, licenses, franchises,
trademarks, copyrights and patents necessary to the conduct of its business as
presently conducted or as presently proposed to be conducted.
2.11 Indebtedness. On the date of this Agreement, neither CLC or CLTL has
any outstanding Indebtedness or obligations, including contingent obligations
and obligations under leases of property from others, except the Indebtedness
and obligations described either on Schedule 2.11 hereto or in CLC's or CLTL's
financial statements which have been furnished to the Bank pursuant to this
Agreement.
"Indebtedness" of any person shall mean all obligations of
such person which, in accordance with GAAP, shall be
classified on a balance sheet of such person as liabilities of
such person and in any event shall include all (i) obligations
of such person for borrowed money or which have been incurred
in connection with acquisition of property or assets, (ii)
obligations secured by any lien upon property or assets owned
by such person, notwithstanding that such person has not
assumed or become liable for the payment of such obligations,
(iii) obligations created or arising under any conditional
sale or other title retention agreement with respect to
property acquired by such person, notwithstanding the fact
that the rights and remedies of the seller, lender or lessor
under such agreement in the event of default are limited to
repossession or sale of property, (iv) capital leases, (v)
guarantees and (vi) letters of credit and letter of credit
reimbursement obligations.
2.12 Capital Stock. The number of shares and classes of the capital stock
of CLC and its Subsidiaries (including CLTL), and the ownership thereof (and
whether owned of record or beneficially or both), are accurately set forth on
Schedule 2.12 hereto; all such shares are validly existing, fully paid and
non-assessable, and the issuance and sale thereof were in compliance with all
applicable federal and state securities and other similar laws; each
shareholders' ownership thereof is free and clear of any liens or encumbrances
or other contractual restrictions, except in favor of the Bank in the case of
the capital stock of CLTL. Further in the case of CLTL, the assets of CLTL's
Subsidiaries other than Pickering Way and CLT, taken as a whole, do not exceed
five percent (5%) of the assets of CLTL and its Subsidiaries taken as a whole.
Pickering Way's business is limited to purchasing accounts receivable and
issuing notes and CLT's business is limited to holding intellectual property
rights.
"Subsidiary" of any person shall mean any corporation or
partnership of which such person, directly or indirectly, owns
more than ten percent (10%) of any outstanding class or
classes of securities.
2.13 Hazardous Wastes, Substances and Petroleum Products. Except as
disclosed to the Bank in writing (including in financial statements delivered
hereunder):
(a) Each of CLC and CLTL: (i) is in compliance in all material respects
with all federal, state and local laws and regulations governing the control,
removal, spill, release or discharge of hazardous or toxic wastes, substances
and petroleum products, including without limitation as provided in the
provisions of and the regulations promulgated under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended by
the Superfund Amendment and Reauthorization Act of 1986, the Solid Waste
Disposal Act, as amended by the Hazardous and Solid Waste Amendments of 1984,
the Federal Water Pollution Control Act, as amended by the Clean Water Act of
1976, the Clean Air Act, the Resource Conservation and Recovery Act of 1976, the
Hazardous Materials Transportation Act, the Emergency Planning and Community
Right to Know Act of 1986, the National Environmental Policy Act of 1975, the
Oil Pollution
Credit Agreement, July 31, 1995 - 12 - Chemical Leaman Tank Lines, Inc.
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Act of 1990 (all of the foregoing enumerated and non-enumerated statutes,
including without limitation all regulations promulgated thereunder and any
similar state or local statutes, as amended, collectively the "Environmental
Control Statutes"); and (ii) has received all permits and filed all
notifications pursuant to the Environmental Control Statutes necessary to carry
on its business, the absence of which could have a Material Adverse Effect on
CLTL.
(b) Neither CLC nor CLTL has been given any written or oral notice to
the Environmental Protection Agency ("EPA") or any similar state or local agency
with regard to any actual or imminently threatened removal, spill, release or
discharge ("Release") of hazardous or toxic wastes, substances or petroleum
products on properties owned or leased by it or in connection with the conduct
of any of its business and operations, where such Release is a violation of any
Environmental Control Statute and such violation could have a Material Adverse
Effect on CLTL.
(c) Neither CLC nor CLTL has received notice that it is potentially
responsible for costs of clean-up of any actual or imminently threatened spill,
release or discharge of hazardous or toxic wastes or substances or petroleum
products pursuant to any Environmental Control Statute, where such Release and
the resulting liability could have a Material Adverse Effect on CLC or CLTL.
2.14 Disclosure Generally. Except with respect to general economic
conditions affecting companies in CLTL's line of business, (a) the
representations and warranties made by or on behalf of CLC and CLTL in
connection with this Agreement and the Loans hereunder including, without
limitation, the representations and warranties in each of the Loan Documents, do
not and will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the representations made not misleading;
and (b) no written information, exhibit, report, brochure or financial statement
furnished by either CLC or CLTL to the Bank required to be furnished in
connection with this Agreement, the Loans hereunder, or any Loan Document
contains or will contain any material misstatement of fact or omit to state a
material fact necessary to make the statements contained therein not materially
misleading.
3. Security
3.1 Security Documents. As security for the punctual payment in full of all
installments of principal, interest, fees and other amounts payable under any
Loan Document, the Bank shall continue to have a valid, perfected first lien on
and security interest in the Collateral (as that term is defined in the Security
Agreement, dated July 31, 1995, executed by CLTL in favor of the Bank, which
agreement amends and restates the Amended and Restated Equipment Security
Agreement, dated May 14, 1993, executed by CLTL in favor of the Bank). As
additional security for said obligations, the Bank shall have the rights and
benefits specified in (a) the Guarantee Agreement, dated July 31, 1995, executed
by CLC in favor of the Bank, which agreement amends and restates the Amended and
Restated Guarantee Agreement, dated May 14, 1993, executed by CLC in favor of
the Bank, and (b) the Pledge Agreement, dated July 31, 1995, executed by CLC in
favor of the Bank, which agreement amends and restates the Amended and Restated
Pledge Agreement, dated May 14, 1993, executed by CLC in favor of the Bank (all
the documents referred to in this ss.3.1 are collectively referred to herein as
the "Security Documents").
3.2 Release of Collateral. Upon the payment in full of the entire principal
balance, and any interest, fees and other amounts payable under all Loan
Documents, the termination of the Commitments of the Bank and the cash
collateralization of all Letters of Credit, the Bank shall release the lien and
security interest of the
Credit Agreement, July 31, 1995 - 13 - Chemical Leaman Tank Lines, Inc.
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Bank in the assets of CLTL and such other persons as specified in each of the
Security Documents and shall do such things as are reasonably requested by CLTL
to effect such release.
4. Conditions to Lending
4.1 All Loans. The obligation of the Bank to make any advance under the
Revolving Credit Loan, or the Refunding Term Loan or to issue any Letter of
Credit is conditioned upon the following:
(a) Documents. CLTL shall have delivered in accordance with ss.ss.1.1,
1.3 or 1.6 (as applicable) and the Bank shall have received, a written request
for an advance under the Revolving Credit Loan, a Letter of Credit or the
Refunding Term Loan (as applicable).
(b) Conditions. The amount of the requested advance under the Revolving
Credit Loan, face amount of a Letter or Credit or funding of the Refunding Term
Loan, when added to the aggregate amount of all advances under the Revolving
Credit Loan and Letters of Credit outstanding would not exceed the lesser of (i)
the Borrowing Base or (ii) the Commitment, on the date of such advance under the
Revolving Credit Loan, issuance of a Letter of Credit or funding of the
Refunding Term Loan; and, after giving effect to such advance, Letter or Credit
or the Refunding Term Loan, no Event of Default or event, which with the giving
of notice or the lapse of time or both, would constitute an Event of Default
shall exist.
(c) Compliance; Representations and Warranties; No Material Adverse
Change. Each of CLC and CLTL shall have complied and be in compliance with all
covenants, agreements and conditions in each Loan Document to which it is a
party; each representation and warranty contained in each Loan Document to which
either CLC or CLTL is a party shall be true with the same effect as though such
representation and warranty had been made on the date of such Loan; and there
shall have been no Material Adverse Change with respect to CLC or CLTL.
(d) Charter Documents; Evidence of Authorization. The Bank shall have
received certified copies of (i) the articles or certificate (as applicable) of
incorporation and bylaws of CLC and CLTL, and (ii) all corporate or other action
taken by CLC and CLTL to authorize its execution, delivery and performance of
the Loan Documents to which it is a party and to authorize the Loans hereunder,
together with such other related papers as the Bank shall reasonably require.
The Bank shall also have received good standing certificates of CLC and CLTL
from their respective states of incorporation.
(e) Legal Opinion. The Bank have received the favorable written opinion
of counsel for CLC and CLTL, which opinion shall be addressed to the Bank, dated
July 31, 1995, and in form and substance satisfactory to the Bank.
(f) Incumbency. The Bank shall have received a certificate signed by
the secretary or assistant secretary of each of CLC and CLTL, together with the
true signature of such officer or officers of each such entity authorized to
sign the Loan Documents on behalf of such entity, upon which the Bank shall be
entitled to rely conclusively until it shall have received a further certificate
of the appropriate secretary or assistant secretary amending the prior
certificate and submitting the signature of the officer or officers named in the
new certificate.
(g) Note; Security Documents. The Bank shall have received duly
executed and delivered copies of this Agreement (and all exhibits and schedules
hereto), the Revolving Credit Note and the Security
Credit Agreement, July 31, 1995 - 14 - Chemical Leaman Tank Lines, Inc.
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Documents, together with all instruments, financing statements and other
documents then required to be delivered pursuant to each Security Document, in
each instance in form and substance satisfactory to the Bank.
(h) Other Closing Deliveries. The Bank shall have received copies of
the Abbreviated Securities Certificate from the Pennsylvania Public Utility
Commission, the certificates of insurance required pursuant to ss.5.6 hereof,
and the financial information required pursuant to ss.2.6 hereof.
(i) Other Documents. The Bank shall have received such additional
documents or information as it may reasonably request.
4.2 Refunding Term Loan. The obligation of the Bank to make the Refunding
Term Loan is, in addition to the other conditions stated herein (including those
with respect to the Borrowing Base and the absence of any defaults), further
conditioned upon receipt by the Bank of a request from CLTL for a Refunding Term
Loan as provided in ss.1.6, the Refunding Term Note duly executed and delivered
by CLTL, and copies of all consents, approvals or authorizations, each in form
and substance reasonably acceptable to the Bank, of all governmental agencies
and authorities which may be required in connection with the issuance of valid
and enforceable Refunding Term Note. If the provisions of this ss.4.2 are not
satisfied prior to the maturity of the Revolving Credit Loan, the Bank shall
have no obligation to make the Refunding Term Loan and the Revolving Credit Loan
will be immediately due and payable upon maturity.
4.3 Term Loan(s). The Bank shall have no obligation to make any Term Loan
to CLTL as described in ss.1.1(c) or otherwise. If the Bank decides to make a
Term Loan to CLTL as provided herein, such loan may, in addition to the other
conditions stated herein (including those with respect to the absence of any
defaults), be further conditioned upon such other terms and conditions as the
Bank in its sole discretion may require at the time of the proposed Term Loan,
including without limitation, delivery of a Term Note duly executed and
delivered by CLTL and copies of all consents, approvals or authorizations, each
in form and substance acceptable to the Bank, of all governmental agencies and
authorities which may be required in connection with the issuance of valid and
enforceable Term Note, and delivery of valid and binding first priority security
interests in the collateral for each such Term Loan (including valid
certificates of title to tractors).
5. Covenants
CLC and CLTL agree that, so long as the Commitment remains in effect or any
amount is outstanding under any Loan Document (including any Notes) remains
unpaid:
5.1 Reporting Requirements.
(a) Annual Financial Statements. As soon as available but in any event
within 120 days after the end of each fiscal year, CLC will deliver to the Bank
financial statements of CLC (on a consolidated basis including CLTL) for such
fiscal year. "Financial statements" shall mean a balance sheet, a statement of
earnings or loss, a statement of cash flows and a statement of changes in
financial position for the fiscal year and the immediately preceding fiscal year
in comparative form, and shall contain appropriate notes and be prepared in
accordance with GAAP. All financial statements shall be on a consolidated basis
and include consolidating information and shall be in reasonable detail. All
annual financial statements shall be certified (without any qualification,
exception or limiting statement or disclosure deemed material by the Bank) by
Arthur Anderson & Co. or such other independent public accountants of nationally
recognized standing who shall be acceptable to the Bank, which acceptance shall
not be unreasonably withheld.
Credit Agreement, July 31, 1995 - 15 - Chemical Leaman Tank Lines, Inc.
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(b) Quarterly Financial Statements. As soon as available but in any
event within 60 days after the end of each of the first three fiscal quarters of
each fiscal year, CLC and CLTL, respectively, will deliver to the Bank financial
statements of CLC and CLTL (each on a consolidated basis) for such fiscal
quarter. Said financial statements shall be accompanied by financial statements
for the comparable period of the preceding fiscal year and in each instance the
cumulative year to date. Quarterly financial statements shall be certified by
the president, chief executive or chief financial officer of CLC or CLTL, as
applicable, as being complete and correct in all material respects, subject to
normal year-end audit adjustments.
(c) Annual and Quarterly Default and Compliance Certificates. Each
annual and quarterly financial statement will be accompanied by a certificate in
substantially the form attached hereto as Exhibit 5 (the "Default and Compliance
Certificate"), signed by the president, chief executive or chief financial
officer of CLTL (in his capacity as president, chief executive or chief
financial officer of CLTL and not personally) (i) stating whether in his opinion
an Event of Default or event which with notice or lapse of time or both would
become an Event of Default exists on the date of said certificate together with
a statement of the details and action taken or to be taken if any such Event of
Default or event exists and (ii) attaching an analysis of the extent to which
CLTL is in compliance with the Financial Condition and Ratios set forth in
ss.5.1 hereof. Each annual financial statement also will be accompanied by a
statement of the firm of independent public accountants which reported on the
statements of CLC and CLTL to the effect that in the course of, and based solely
upon, their regular audit of the financial statements of CLC and CLTL nothing
came to their attention which caused them to believe that on the date of such
statements any Event of Default or event which with notice or lapse of time or
both would become an Event of Default existed or, in the alternative, that such
an Event of Default or event existed and setting forth the details thereof.
(d) Monthly Borrowing Base Statements. Within 30 days after the end of
each calendar month, CLTL will deliver to the Bank a borrowing base certificate
in the form specified by the Bank from time to time (the "Borrowing Base
Certificate"), signed by the chief executive or chief financial officer of CLTL,
and dated the last day of such month, together with appropriate schedules
reflecting the Revenue Equipment included in the Borrowing Base.
(e) Interim Default Certificates. CLTL will deliver to the Bank
forthwith upon the occurrence of any Event of Default or event which with notice
or lapse of time or both would become an Event of Default a certificate signed
by the president, chief executive or chief financial officer of CLTL stating the
details and action taken or to be taken with respect thereto.
(f) Other Statements and Reports. Promptly following request by the
Bank, CLC and CLTL also will furnish such additional information, reports or
statements as the Bank from time to time may reasonably request.
5.2 Financial Condition and Ratios. CLC and CLTL will maintain or cause to
be maintained, as applicable, and CLTL agrees that this ss.5.2 will be deemed
breached if CLC (on a consolidated basis) does not also maintain (as
applicable), minimum financial conditions and ratios, as follows:
(a) Borrowing Base. The aggregate principal amount of the Revolving
Credit Loans, Term Loans and the face amount of all Letters of Credit
outstanding hereunder (or the Refunding Term Loan, as applicable) shall not at
any time exceed the Borrowing Base; provided, however, that this covenant shall
not be deemed breached if, with respect to any time such aggregate amount
exceeds said level, within five Business Days after
Credit Agreement, July 31, 1995 - 16 - Chemical Leaman Tank Lines, Inc.
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the earlier of (i) the date CLTL first has knowledge of such breach, (ii) the
date of the next Borrowing Base Certificate disclosing the existence of such
breach, or (iii) the delivery of the annual appraisal of the Equipment provided
in ss.7(c) of the Security Agreement, dated July 31, 1995, executed by CLTL in
favor of the Bank, disclosing the existence of such breach, a prepayment of the
Revolving Credit Loan, Term Loan or the Refunding Term Loan, as applicable,
shall be made in an amount sufficient to assure continued compliance with this
covenant in the future.
"Appraised Value" shall mean that value determined annually on
or about July 1 of each year by an independent appraiser of
recognized standing who shall be selected by CLTL with the
consent of the Bank (which consent shall not be unreasonably
withheld) as the aggregate of the fair market values of each
item of Revenue Equipment listed on Schedule A to the Security
Agreement as such schedule shall exist at the time of the
annual appraisal. Appraised value shall be adjusted at the
time any item of Revenue Equipment is withdrawn or added to
Schedule A during the course of each year with the fair market
value of deletions and additions to be determined in good
faith by CLTL at the time of the deletion or addition on a
basis consistent with that employed by the appraisal in
connection with the most recent annual appraisal, provided,
however, if the Bank shall object to the value placed on any
deletion or addition the fair market value of any deletion
shall be that placed on the item of Revenue Equipment being
withdrawn at the time of the most recent annual appraisal and
the proposed addition shall have no value for this purpose
until a valuation is completed for such item of Revenue
Equipment at the time of the next annual appraisal.
"Borrowing Base" shall mean an amount equal to the sum of 75%
of the aggregate Appraised Value of all Revenue Equipment.
"Revenue Equipment" shall mean all CLTL's trucks, tractors,
trailers and similar equipment described in Schedule A to the
Security Agreement dated July 31, 1995 by CLTL in favor of the
Bank, as such Schedule A shall have been or be amended or
supplemented from time to time; provided, however, that the
term Revenue Equipment shall not include any trucks, tractors,
trailers or similar equipment financed by a Term Loan, even if
such item of equipment is listed on such Schedule A for
purposes of granting a lien on such equipment to the Bank.
(b) Current Ratio. A Current Ratio of CLTL which is not at any time
less than 1.25:1.
"Current Ratio" for CLTL shall mean the ratio of its Current
Assets to its Current Obligations, exclusive of the current
portion of long term liabilities.
"Current Assets" and "Current Obligations" shall mean,
respectively, all assets or liabilities of CLTL which would,
in accordance with GAAP, be classified as current assets or
current liabilities, as applicable; provided, however, that
the term Current Assets shall exclude any cash or cash
equivalents which for any reason is restricted and not
currently usable to pay Current Obligations, and the term
Current Obligations shall exclude CLTL's obligations under (i)
the notes issued by it in connection with Accounts Receivable
Funding Documents, or (ii) the Associates Loan.
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"Accounts Receivable Funding Documents" shall mean that
certain Receivables Contribution and Purchase Agreement dated
as of May 14, 1993 among CLC, CLTL, QSI and Pickering Way
together with a Pooling and Servicing Agreement dated as of
May 14, 1993 among CLC, Pickering Way and Fidelity Bank,
National Association, as Trustee, and all other documents and
agreements referred to therein, as amended from time to time.
(c) Tangible Net Worth. Tangible Net Worth at any time of not less than
$21,000,000 in the case of CLC and $30,000,000 in the case of CLTL.
"Tangible Net Worth" shall mean Tangible Assets less total
liabilities shown on the balance sheet.
"Tangible Assets" shall mean total assets, (i) excluding
patents, copyrights, capitalized research and development
costs, goodwill, operating rights and other intangible assets
on a consolidated basis, and (ii) in the case of CLC,
including in stockholders' equity the book value of all
outstanding Series A preferred stock.
(d) Liabilities to Tangible Net Worth. A ratio of Total Liabilities to
Tangible Net Worth (as defined above) which is not at any time more than 5.50:1
in the case of CLC and 3.40:1 in the case of CLTL.
"Total Liabilities" shall mean (i) the total liabilities shown
on the balance sheet, plus (ii) to the extent not shown on
such balance sheet, the value of all leases, including all
operating leases discounted to present value at the rate of
return which the lessee will pay on each lease, less (iii) the
amount of all subordinated debt, the terms of which are
acceptable to the Bank in its sole discretion.
(e) Debt Coverage. A ratio of Current Income to Adjusted Current
Obligations of CLC which is not at any time less than 1.00:1. In calculating
this ratio, Current Income and Current Obligations shall be determined for each
period based on the actual Current Income and Current Obligations for the
preceding four fiscal quarters.
"Current Income" with respect to CLC shall mean its (i)
consolidated net income for the fiscal period, plus (ii)
depreciation deducted during the period and amounts added to
or subtracted from, as applicable, any reserve for deferred
tax liability during the period, minus (iii) any dividends or
distributions paid or declared during the period.
"Adjusted Current Obligations" with respect to CLC shall mean,
as applicable, (i) the amount of all its obligations maturing
within the next succeeding 365 days, excluding its obligations
under the Associates Loan, the Revolving Credit Loan, the
notes issued by it in connection with Accounts Receivable
Funding Documents and any Letter of Credit issued as
contemplated herein, plus (ii) 20% of the principal balance
outstanding under the Associates Loan and 25% of the principal
balance of the Revolving Credit Loan and all such Letters of
Credit.
(f) Interest Coverage. A ratio of EBITD plus interest expense to
interest expense of CLC which is not at any time less than 2.75:1. In
calculating this ratio, EBITD and interest expense shall be determined for each
period based on the actual EBITD and interest expense for the preceding four
fiscal quarters.
Credit Agreement, July 31, 1995 - 18 - Chemical Leaman Tank Lines, Inc.
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"EBITD" with respect to CLC shall mean its consolidated net
income, before taxes, interest expense, depreciation and
extraordinary items.
5.3 Performance of Loan Documents; Further Assurances. CLC and CLTL each
will duly and punctually perform each and every obligation under each Loan
Document to which it is a party and execute and deliver all such other and
further instruments, and do and perform all such further acts and things as the
Bank may reasonably request to confirm to the Bank the rights and benefits of
any security interests therein granted.
5.4 Compliance with Laws. CLC and CLTL each will comply in all material
respects with all applicable laws, rules, regulations and orders of any
governmental authority to which it may be subject, including but not limited to
the payment and discharge of all taxes, assessments and governmental charges
upon it, its income and its assets and properties prior to the dates on which
penalties are attached thereto, except to the extent such compliance shall be
contested in good faith and by appropriate proceedings and for which adequate
reserves have been established in accordance with GAAP.
5.5 Maintenance of Assets; Permits, Licenses, Etc. CLC and CLTL each will
maintain and preserve all its assets necessary for the proper conduct of its
business in good working order and condition, ordinary wear and tear excepted,
and will continue to possess all material permits, licenses, franchises,
trademarks, copyrights, and patents necessary to the conduct of its business as
conducted or as proposed to be conducted.
5.6 Insurance. CLTL shall keep and maintain all of its property and assets
fully covered by insurance with reputable and financially sound insurance
companies against such hazards and in such amounts as is customary in the
industry and reasonably satisfactory to the Bank (including up to $2,000,000 of
self-insurance), under policies requiring the insurer to furnish thirty (30)
days' prior notice to the Bank and opportunity to cure any non-payment of
premiums prior to termination of coverage; and furnish the Bank with
certificates of such insurance and cause the Bank to be named as and additional
insured and the loss payee thereof, as its interest may appear.
5.7 Environmental Matters.
(a) CLC and CLTL each shall comply in all material respects with all
the Environmental Control Statutes, and the provisions and requirements of all
franchises, permits, certificates of compliance and approvals issued by
regulatory authorities thereunder and other like grants of authority held by it;
and shall notify the Bank immediately in detail of any actual or alleged failure
to comply with or perform, or any breach, violation or default under, any such
laws or regulations or under the terms of any of such franchises or licenses,
grants of authority, or of the occurrence or existence of any facts, events or
circumstances which with the passage of time, the giving of notice, or both,
could create such a breach, violation or default or could occasion the
termination of any of such franchises or grants of authority, where any such
failure, breach, violation or default could have a Material Adverse Effect on
CLTL. "Material Adverse Effect," for purposes of this ss.5.7(a) shall mean any
event or condition which, which is reasonably likely to exceed $500,000 or
result in termination of any material business operations.
(b) CLC or CLTL (as applicable) shall notify the Bank when, in
connection with the conduct of its business or operations, any person, the
Environmental Protection Agency or any state or local agency provides oral or
written notification to it with regard to an actual or imminently threatened
removal, spill,
Credit Agreement, July 31, 1995 - 19 - Chemical Leaman Tank Lines, Inc.
<PAGE>
release or discharge of hazardous or toxic wastes, substances or petroleum
products when such notice specifies that CLC or CLTL is liable for costs of
remedying the Release and liability therefore could have a Material Adverse
Effect on CLC or CLTL; and CLC or CLTL (as applicable) shall notify the Bank in
detail immediately upon the receipt by it of an assertion of liability under any
of the Environmental Control Statutes, any actual or alleged failure to comply
with or perform, breach, violation or default under any such laws or regulations
or under the terms of any of such franchises or grants of authority, or of the
occurrence or existence of any facts, events or circumstances which with the
passage of time, the giving of notice, or both, could create such a breach,
violation or default or could occasion the termination of any of such franchises
or grants of authority, where any such failure, breach, violation or default
could have a Material Adverse Effect on CLC or CLTL.
5.8 ERISA. CLC and CLTL each shall comply in all material respects with the
provisions of ERISA to the extent applicable to any Plan. Neither CLC nor CLTL
shall incur any material accumulated funding deficiency (within the meaning of
ERISA and the regulations thereunder), or any material liability to the PBGC
established by ERISA) or not permit any "reportable event" (as defined in ERISA)
or other event to occur which may indicate that its Plans are not sound or which
may be the basis for PBGC to assert a material liability against it or which may
result in the imposition of a lien on its properties or assets; and notify the
Bank in writing promptly after it has come to the attention of senior management
of CLC or CLTL (as applicable) of the assertion or threat of any "reportable
event," the existence of any "reportable threat" or other event which may
indicate that a Plan is not sound or may be the basis for PBGC to assert a
material liability against it or impose a lien on CLTL's or CLC's properties or
assets.
5.9 Corporate Existence. CLC and CLTL each shall maintain itself in good
standing as a business corporation under the jurisdiction of its incorporation
and qualify and remain qualified to do business in all jurisdictions where the
nature of the business it transacts or the character of the assets or properties
owned or leased by it makes such qualification necessary.
5.10 Books and Records. CLC and CLTL each shall keep adequate records and
books of account in which complete and correct entries will be made in
accordance with GAAP, reflecting all its financial transactions. CLC and CLTL
each shall permit the Bank, or the representative of the Bank, to examine and
make copies of and abstracts from its records and books of account, visit its
properties, and discuss its affairs, finances, assets and accounts with any of
its officers, directors or other executives.
5.11 Merger; Purchase or Sale of Assets. Neither CLC nor CLTL will (a)
dissolve, (b) adopt or enter into any plan or agreement of liquidation, or (c)
enter into any merger or consolidation with or acquire all or substantially all
of the assets of any other person unless the surviving entity shall be CLC or
CLTL (as applicable). CLTL will not sell or otherwise suffer a transfer of any
shares of its capital stock to any person other than the current holder thereof.
5.12 Equipment. CLTL will grant to the Bank and the Bank shall continue to
have a valid, perfected first lien on and security interest in all equipment set
forth in Schedule A to the Security Agreement dated July 31, 1995, as provided
in such agreement.
5.13 Acquisitions and Investments. CLTL shall not (a) purchase or otherwise
acquire any part or amount of the capital stock or assets of, or make any
investments in, any other firm or corporation not related to its present
business, except for (i) CLT and Pickering Way, (ii) as permitted by ss.5.14
hereof and (iii) Permitted Investments, (b) enter into any new business
activities or ventures not directly related to its present
Credit Agreement, July 31, 1995 - 20 - Chemical Leaman Tank Lines, Inc.
<PAGE>
business, or (c) create any new subsidiary corporations or partnerships. The
term "Permitted Investments" shall mean (i) investments in commercial paper
maturing in 180 days or less from the date of issuance which is rated A1 or
better by Standard & Poor's Corporation or P1 or better by Moody's Investors
Services, Inc.; (ii) investments in direct obligations of the United States of
America or obligations of any agency thereof which are guaranteed by the United
States of America, provided that such obligations mature within twelve months of
the date of acquisition thereof; and (iii) investments in certificates of
deposit maturing within one year from the date of acquisition thereof issued by
a bank or trust company organized under the laws of the United States or any
state thereof, having capital, surplus and undivided profits aggregating at
least $1,000,000,000 and the long-term deposits of which are rated A1 or better
by Moody's Investors Services, Inc. or the equivalent by Standard & Poor's
Corporation.
5.14 Loans; Advances. CLTL shall not make any additional loans or advances
to others, except that CLTL may make loans and advances to (a) its Subsidiaries,
CLC and CLC's Subsidiaries in an aggregate amount not to exceed $28,000,000 at
any time outstanding, and (b) its owner/operators (who are individuals) in an
aggregate amount not to exceed $100,000 at any time outstanding.
5.15 Guarantees. CLTL shall not create, incur, assume or in any manner
become liable upon any guarantee of indebtedness or other obligations at any
time outstanding in excess of $5,000,000 in the aggregate.
5.16 Use of Proceeds. CLTL shall not use any of the proceeds of the
Revolving Credit Loan, any Letter of Credit, any Term Loan or the Refunding Term
Loan, as applicable, directly or indirectly, to purchase or carry margin
securities within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System, or engage as its principal business in the extension of
credit for purchasing or carrying such securities for equipment purchases and
general corporate purposes.
6. Default
6.1 Events of Default. CLTL shall be in default if any one or more of the
following events (each an "Event of Default") occurs:
(a) Principal or Interest. CLTL (i) fails to pay any installment of
principal of or interest on any Note issued by it in connection herewith within
five (5) days after the date it is due and payable (whether at maturity, upon
acceleration, by notice of intention to prepay, or otherwise), or (ii) fails to
pay within ten (10) days after the date it is due and payable any other amount
payable under any Loan Document to which it is a party.
(b) No Notice Covenants. Either CLTL or CLC fails to observe or perform
any covenant or agreement contained in Sections 5.2, 5.7, 5.9, 5.10, 5.11, 5.12,
5.13, 5.15 or 5.16 hereof without regard to whether or not any notice of such
failure has been given by the Bank.
(c) 10 Day Notice Covenants. Either CLTL or CLC fails to observe or
perform any covenant or agreement contained in Sections 5.1, 5.6, 5.8 or 5.14
hereof for 10 days after the earlier of the following to occur: (i) written
notice thereof has been given by the Bank specifying the default and requiring
that it be remedied, and (ii) senior management of CLC or CLTL becomes aware of
the default.
Credit Agreement, July 31, 1995 - 21 - Chemical Leaman Tank Lines, Inc.
<PAGE>
(d) 30 Day Notice Covenants. Either CLC or CLTL fails to observe or
perform any covenant or agreement contained herein or in any other Loan
Document, other than those contemplated in clauses (a), (b) and (c) above, for
30 days after the earlier of the following to occur: (i) written notice thereof
has been given by the Bank specifying the default and requiring that it be
remedied, and (ii) senior management of CLC or CLTL becomes aware of the
default.
(e) Representations and Warranties. Any representation or warranty made
by either CLC or CLTL in any Loan Document or any statement or representation
made in any certificate, report or opinion delivered in connection with any Loan
Document shall prove to have been incorrect in any material respect when made.
(f) Cross Default. Any obligation of any of CLC or CLTL to any person
for payment of money borrowed, in excess of $1,000,000, is not paid when due, or
becomes or is declared to be due and payable prior to its stated maturity or any
event of default shall have occurred the effect of which will permit the holder
of any such obligation to demand payment of such obligation prior to its stated
maturity, or any obligation of any of CLC or CLTL under any lease, in excess of
$1,000,000 in the aggregate for all leases, whether operating or capital in
nature, shall be in default the effect of which will permit the lease to be
terminated or money damages to be collected.
(g) Bankruptcy, Etc. Any of CLC or CLTL is dissolved or liquidated,
makes an assignment for the benefit of creditors, files a voluntary petition in
bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies to any
tribunal for any receiver or trustee, commences any proceeding relating to
itself under any bankruptcy, reorganization, readjustment of debt, dissolution
or liquidation law or statute of any jurisdiction, has commenced against it any
such proceeding which remains undismissed for a period of 60 days, indicated its
consent to, approval of or acquiescence in any such proceeding or any receiver
of or trustee for any of CLC or CLTL or any substantial part of the property of
any of them is appointed or any of CLC or CLTL suffers any such receivership or
trusteeship to continue undischarged for a period of 60 days.
(h) Judgments. Any judgments against any of CLC or CLTL or any
attachments against any of CLC's or CLTL's assets or property for amounts in
excess of $1,000,000 in the aggregate remain unpaid, unstayed on appeal,
undischarged, unbonded and undismissed for a period of 60 days.
(i) ERISA. Any Reportable Event (as such term is defined in ERISA) or
any other fact or circumstance which the Bank in good faith determines
constitutes ground for the termination of any employee benefit plan maintained
for employees of CLC or CLTL and covered by Title IV of ERISA or grounds for the
appointment by an appropriate United States District Court of a trustee to
administer any such plan, shall have occurred and be continuing for five days,
or any such plan shall be terminated within the meaning of such Title IV, or a
trustee shall be appointed by the appropriate United States District Court to
administer such plan or the Pension Benefit Guaranty Corporation shall institute
proceedings to terminate any such plan or to appoint a trustee to administer
such plan, if upon the termination of the plan or plans with respect to which
any of the foregoing events shall have occurred there is or would be, in the
reasonable judgment of the Bank, a material resultant liability of CLC or CLTL.
(j) Ownership of CLC. Mr. David R. Hamilton, Mr. George McFadden, Mr.
John McFadden and the Estate of Joseph C. Szabo, the members of their immediate
families, and trusts they control for the benefit of the members of their
immediate families, shall own, in the aggregate, beneficially and of record,
less than thirty percent (30%) of the outstanding common stock of CLC.
Credit Agreement, July 31, 1995 - 22 - Chemical Leaman Tank Lines, Inc.
<PAGE>
(k) Material Adverse Change. There occurs a Material Adverse Change
with respect to CLC or CLTL.
(l) Associates Loan. There occurs an Event of Default under, and as
defined in, the Revolving Credit Agreement, dated November 30, 1990, (such
Revolving Credit Agreement, together with all the Loan Documents referred to
therein, as amended from time to time, collectively the "Associates Loan"), or
the revolving credit facility thereunder is converted into a term loan.
(m) Accounts Receivable Funding Documents. There occurs a Termination
Event under any of the Accounts Receivable Funding Documents (capitalized terms
used in this clause (m) and not defined in this Agreement shall have the
meanings assigned to them in the Accounts Receivable Funding Documents).
THEN and in every such event other than those specified in clauses (f) and
(j) above, the Bank may, in its sole discretion, terminate the Commitment (the
date of such termination being a Termination Date as defined in ss.1.1) and
declare the Notes together with accrued interest thereon and all other amounts
payable under any Loan Document to be, and the same shall thereupon become, due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by CLTL. Upon the occurrence of any event
specified in clause (f) above, the Commitment shall automatically terminate and
the Notes together with accrued interest thereon and all other amounts payable
under any Loan Document shall immediately be due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by CLTL. Upon the occurrence of any event specified in clause (j)
above, the Bank may, in its sole discretion, immediately and without any lapse
of time reduce the Commitment to the aggregate principal amount of the Revolving
Credit Loan then outstanding, and upon the continuance of such event, the Bank
may, in its sole discretion, terminate the Commitment and declare the Notes
together with accrued interest thereon and all other amounts payable under any
Loan Document to be, and the same shall thereupon become, due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by CLC and CLTL. Upon the occurrence of an Event of Default,
in addition to the rights set forth above, the Bank shall have the immediate
right to enforce or realize on any collateral security granted to it in any
manner or order it deems expedient without regard to any equitable principles of
marshalling or otherwise. In addition to any rights granted hereunder or in any
of the other Loan Documents, the Bank shall have all the rights and remedies
granted by applicable law, all of which shall be cumulative in nature.
7. Miscellaneous
7.1 Waiver. No failure or delay on the part of the Bank in exercising any
right, power or remedy under any Loan Document shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy under any Loan Document. The remedies provided
under the Loan Documents are cumulative and not exclusive of any remedies
provided by law or equity.
7.2 Amendments. No amendment, modification, termination or waiver of any
Loan Document or any provision thereof nor any consent to any departure by CLC
or CLTL therefrom shall be effective unless the same shall have been approved by
the Bank, be in writing and be signed by the Bank and then any such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given. No notice to or demand on CLC or CLTL shall entitle CLC
or CLTL to any other or further notice or demand in similar or other
circumstances.
Credit Agreement, July 31, 1995 - 23 - Chemical Leaman Tank Lines, Inc.
<PAGE>
7.3 Governing Law. The Loan Documents and all rights and obligations of the
parties thereunder shall be governed by and be construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania. CLC and CLTL each
hereby consents to the jurisdiction of the courts of such state in any action or
proceeding which may be brought against it under or in connection with any Loan
Document, and in the event any such action or proceeding shall be brought
against it, CLC and CLTL each agrees not to raise any objection to such
jurisdiction or to the laying of the venue thereof in such state.
7.4 Assignment.
(a) The provisions of each Loan Document shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns; provided, however, that no party other than the Bank may assign or
otherwise transfer any of its rights under any Loan Document without the prior
written consent of the Bank.
(b) No person not a party to any Loan Document is intended to be
benefitted thereby.
7.5 Severability. Any provision of any Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without affecting the
validity or enforceability of the remainder of such Loan Document or the
enforceability of such provision in any other jurisdiction.
7.6 Captions. Captions in the Loan Documents are included for convenience
of reference only and shall not constitute a part of any Loan Document for any
other purpose.
7.7 Notices. All notices, requests, demands, directions, declarations and
other communications between the Bank, CLC and CLTL provided for in any Loan
Document shall, except as otherwise expressly provided, be mailed by registered
or certified mail, return receipt requested, or telegraphed, or sent by
facsimile transmission or delivered in hand to the applicable party at its
address indicated by its signature on the signature page hereto. The foregoing
shall be effective when deposited in the mails, postage prepaid, addressed as
aforesaid and shall whenever sent by telegram or facsimile or delivered in hand
be effective when received. Any party may change its address by a communication
in accordance herewith.
7.8 Set-Off. CLC and CLTL each agrees, to the fullest extent each may
effectively do under applicable law, that the Bank may exercise rights of
set-off or counterclaim and other rights as a direct creditor of CLC or CLTL, as
applicable.
7.9 Indemnification. CLTL agrees to indemnify the Bank from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses and disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted against the Bank in
any way relating to or arising out of this Agreement or any other Loan Document
or any action taken or omitted to be taken by the Bank hereunder or thereunder;
provided that CLTL shall not be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the gross negligence or willful
misconduct of the Bank.
7.10 Expenses of the Bank. CLTL will from time to time reimburse the Bank
on demand for all reasonable costs and expenses (including the reasonable fees
and expenses of legal counsel) in connection with the preparation of the Loan
Documents, the making of any advances, the ordinary administration of the Loan
Credit Agreement, July 31, 1995 - 24 - Chemical Leaman Tank Lines, Inc.
<PAGE>
Documents, including all out-of-pocket expenses incurred by the Bank with
respect to obtaining, amending or releasing certificates of title, the
enforcement of the Loan Documents and auditing CLTL's books and records.
7.11 Counterparts; Effectiveness. This Agreement and any amendment hereto
or waiver hereof may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. This Agreement and any amendments hereto
or waivers hereof shall become effective when the Bank shall have received
signed counterparts or notice by telecopy of the signature page that the
counterpart has been signed and is being delivered to the Bank.
7.12 1993 Agreement Superseded. This Agreement shall become the entire
agreement of the parties hereto and shall supersede and replace in all respects
the 1993 Agreement and all other agreements, written or oral, between or among
CLC, CLTL and the Bank.
IN WITNESS WHEREOF, CLTL and the Bank have caused this Agreement to be
executed by their proper corporate officers thereunto duly authorized as of the
day and year first above written.
CHEMICAL LEAMAN TANK LINES, INC.
By: /S/ THOMAS D. SCHUBERT
Name: Thomas D. Schubert
Title: Vice President
Notices To:
Mr. David M. Boucher
Chemical Leaman Tank Lines
102 Pickering Way
Lionville, PA 19341-0200
FAX No. (610) 363-4233
Credit Agreement, July 31, 1995 - 25 - Chemical Leaman Tank Lines, Inc.
<PAGE>
CORESTATES BANK, N.A.
By: /S/ DAVID D'ANTONIO
Name: David D'Antonio
Title: Vice President
Notices To:
Mr. David D'Antonio
Vice President
CoreStates Bank, N.A.
Transportation, Leasing and Equipment Finance Services
FC 1-3-19-21
1500 Market Street West Tower
P.O. Box 7558
Philadelphia, PA 19101-7558
FAX No. (215) 786-7704
CLC HAS SIGNED BELOW FOR THE PURPOSE OF CONFIRMING THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT
AND AGREEING TO THE COVENANTS CONTAINED HEREIN.
CHEMICAL LEAMAN CORPORATION
By: /S/ DAVID M. BOUCHER
Name: David M. Boucher
Title: Senior Vice President and
Chief Financial Officer
Notices To:
Mr. David M. Boucher
Senior Vice President and Chief Financial Officer
Chemical Leaman Corporation
102 Pickering Way
Lionville, PA 19341-0200
FAX No. (610) 363-4233
Credit Agreement, July 31, 1995 - 26 - Chemical Leaman Tank Lines, Inc.
<PAGE>
REFERENCE TABLE OF DEFINITIONS
DEFINITION PAGE DEFINED
1993 Agreement.................................................................1
Accounts Receivable Funding Documents.........................................19
Accumulated funding deficiency................................................11
Adjusted Current Obligations..................................................20
Adjusted Libor Rate............................................................6
Agreement......................................................................1
Appraised Value...............................................................18
Associates Loan...............................................................24
Bank...........................................................................1
Base Rate......................................................................6
Borrowing Base................................................................18
Borrowing Base Certificate....................................................17
Business Day...................................................................2
CLC............................................................................1
CLT............................................................................1
CLTL...........................................................................1
Code..........................................................................11
Commitment.....................................................................1
Commitment Fee.................................................................3
Commitment Period..............................................................1
Current Assets................................................................19
Current Income................................................................19
Current Obligations...........................................................19
Current Ratio.................................................................18
Default and Compliance Certificate............................................17
Default Rate...................................................................9
EBITD.........................................................................20
Employee benefit plans........................................................11
Employee pension benefit plans................................................11
Environmental Control Statutes................................................13
EPA...........................................................................14
ERISA.........................................................................11
Event of Default..............................................................22
Federal Funds Rate.............................................................6
Financial statements..........................................................16
GAAP..........................................................................12
Indebtedness..................................................................13
Interest Period................................................................6
Letter of Credit...............................................................2
Libor Rate.....................................................................6
Loan Document.................................................................10
Loan Documents................................................................10
Loan Request...................................................................3
Credit Agreement, July 31, 1995 - 27 - Chemical Leaman Tank Lines, Inc.
<PAGE>
Loans..........................................................................1
London Business Day............................................................6
Margin stock..................................................................12
Material Adverse Change.......................................................12
Material Adverse Effect.......................................................11
Material Adverse Effect,......................................................21
Multiemployer plan............................................................11
Multiemployer plans...........................................................11
Note..........................................................................10
Notes.........................................................................10
Permitted Investments.........................................................22
Pickering Way..................................................................1
Plans.........................................................................11
Prime Rate.....................................................................6
Prohibited transaction........................................................11
QSI............................................................................1
Refunding Term Loan............................................................4
Refunding Term Note............................................................4
Regulation D...................................................................7
Release.......................................................................14
Reportable event..............................................................11
Reportable event,.............................................................11
Reserve........................................................................7
Reserve Percentage.............................................................7
Revenue Equipment.............................................................18
Revolving Credit Loans.........................................................1
Revolving Credit Note..........................................................3
Security Documents............................................................14
Subsidiary....................................................................13
Tangible Assets...............................................................19
Tangible Net Worth............................................................19
Term Loan Note.................................................................3
Term Loan Rate.................................................................8
Term Loans.....................................................................2
Termination Date...............................................................1
Total Liabilities.............................................................19
Withdrawal....................................................................11
Credit Agreement, July 31, 1995 - 28 - Chemical Leaman Tank Lines, Inc.
<PAGE>
EXHIBIT 1
Revolving Credit Note
$12,500,000 July 31, 1995
Philadelphia, PA
For Value Received, CHEMICAL LEAMAN TANK LINES, INC., a Delaware
corporation ("CLTL"), hereby promises to pay to the order of CORESTATES BANK,
N.A., a national banking association (the "Bank"), the principal amount of
TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($12,500,000), or so much thereof
as shall have been advanced by the Bank as the Revolving Credit Loan under the
Credit Agreement hereinafter referred to and shall then be outstanding.
This Note is the Revolving Credit Note referred to in, is entitled to the
benefits of and is secured by certain security interests referred to in the
Credit Agreement (as such may be amended from time to time, the "Credit
Agreement"), dated July 31, 1995, between CLTL and the Bank. Capitalized terms
used herein and not defined shall have the meanings assigned to them in the
Credit Agreement.
Payments of principal shall be made as provided in the Credit Agreement.
CLTL promises to pay interest on the aggregate unpaid principal amount of the
Revolving Credit Loan on the dates and at the rate or rates provided for in the
Credit Agreement and as elected by them pursuant to loan requests delivered
pursuant to ss.1.3 of the Credit Agreement. The Credit Agreement also contains
provisions for the acceleration of the maturity hereof upon the happening of
certain events and also for payments of principal prior to the maturity hereof
upon the terms and conditions specified therein. The principal of and interest
on this Note is payable in full on the Termination Date (as defined in the
Credit Agreement) unless the maturity hereof is accelerated under the terms of
the Credit Agreement. All such payments of principal and interest shall be made
in lawful money of the United States in immediately available funds at the
office of the Bank, Broad and Chestnut Streets, Philadelphia, Pennsylvania.
This Note shall be governed by and construed and enforced in accordance
with the laws of the Commonwealth of Pennsylvania.
In addition to and not in limitation of the foregoing and the provisions of
the Credit Agreement, CLTL further agrees, subject only to any limitation
imposed by applicable law, to pay all reasonable expenses, including reasonable
attorneys' fees and legal expenses, incurred by the holder of this Note in
endeavoring to collect any amounts payable hereunder which are not paid when
due, whether by acceleration or otherwise.
Presentment for payment, demand, protest, dishonor and notice of dishonor
are hereby waived.
IN WITNESS WHEREOF, and intending to be legally bound hereby, CLTL has
caused this Note to be executed by its duly authorized officer as of the day and
year first above written.
CHEMICAL LEAMAN TANK LINES, INC.
By: /S/ THOMAS D. SCHUBERT
Title: Vice President
<PAGE>
EXHIBIT 2
Term Note
$[00,000,000] _________, 19__
Philadelphia, PA
For Value Received, CHEMICAL LEAMAN TANK LINES, INC., a Delaware
corporation ("CLTL"), hereby promises to pay to the order of CORESTATES BANK,
N.A., a national banking association, (the "Bank"), the principal amount of
[insert amount] DOLLARS ($[00,000,000]).
This Note is a Term Note as referred to in, is entitled to the benefits of
and is secured by certain security interests referred to in the Credit Agreement
(as such may be amended from time to time, the "Credit Agreement"), dated July
31, 1995, between CLTL and the Bank. Capitalized terms used herein and not
defined shall have the meanings assigned to them in the Credit Agreement.
CLTL promises to pay interest on the unpaid principal amount of this Note
at the annual rate of [insert rate] percent ([ ]%) per annum subject to increase
upon the occurrence and continuance of an Event of Default as provided for in
the Credit Agreement. The Credit Agreement also contains provisions for the
acceleration of the maturity hereof upon the happening of certain events and
also for payments of principal prior to the maturity hereof upon the terms and
conditions specified in the Credit Agreement. The principal of and interest on
this Note is payable in [insert number] equal monthly installments of principal
plus interest accrued to the date of each payment payable on the [insert day]
day of each month hereafter unless the maturity hereof is accelerated under the
terms of the Credit Agreement. All such payments of principal and interest shall
be made in lawful money of the United States in immediately available funds at
the office of CoreStates Bank at Broad and Chestnut Streets, Philadelphia, PA
19101.
This Note shall be governed by and construed and enforced in accordance
with the laws of the Commonwealth of Pennsylvania.
In addition to and not in limitation of the foregoing and the provisions of
the Credit Agreement, CLTL further agrees, subject only to any limitation
imposed by applicable law, to pay all reasonable expenses, including reasonable
attorneys' fees and legal expenses, incurred by the holder of this Note in
endeavoring to collect any amounts payable hereunder which are not paid when
due, whether by acceleration or otherwise.
Presentment for payment, demand, protest, dishonor and notice of dishonor
are hereby waived.
IN WITNESS WHEREOF, and intending to be legally bound hereby, CLTL has
caused this Note to be executed by its duly authorized officer as of the day and
year first above written.
CHEMICAL LEAMAN TANK LINES, INC.
By:_____________________________
Title:
<PAGE>
EXHIBIT 3
Request for Revolving Credit Loan
In accordance with ss.1.3(a) of the Credit Agreement (as amended from time
to time, the "Credit Agreement"), dated July 31, 1995, between CHEMICAL LEAMAN
TANK LINES, INC. ("CLTL") and CORESTATES BANK, N.A., CLTL hereby requests a
Revolving Credit Loan under the Credit Agreement.
On the date hereof and as of the date of the requested Revolving Credit
Loan, CLTL represents, warrants and certifies that:
(1) the proposed date of the requested Revolving Credit Loan advance is
_______________, 19___;
(2) the amount of the requested Revolving Credit Loan advance is
$___________________;
(3) the interest rate option which CLTL elects to apply to the requested
Revolving Credit Loan advance is the __________ Rate [with an Interest
Period of _____ months]1.
(4) all conditions precedent to the issuance of a Revolving Credit Loan
advance contained in the Credit Agreement are satisfied on the date
hereof and as of the date of the requested Revolving Credit Loan
advance after giving effect to such Revolving Credit Loan advance and
the application of proceeds therefrom;
(5) the representations and warranties set forth in the Credit Agreement
are true and correct as if made on the date hereof and as of the date
of the requested Revolving Credit Loan advance after giving effect to
such Revolving Credit Loan advance and the application of proceeds
therefrom; and
(6) immediately before the making of the Revolving Credit Loan advance and
immediately after giving effect to such Revolving Credit Loan advance
and the application of proceeds therefrom, no Event of Default or event
which with the passage of time or the giving of notice or both would
constitute an Event of Default has occurred, will be caused by the
Revolving Credit Loan advance, or is then continuing.
Capitalized terms used herein which are not defined herein shall have the
respective meanings set forth in the Credit Agreement.
- --------
1 In the case of an Adjusted LIBOR Rate Loan.
<PAGE>
IN WITNESS WHEREOF, CLTL by its duly authorized officer, has executed this
Request for a Revolving Credit Loan advance this _____ day of
______________________, 19____.
CHEMICAL LEAMAN TANK LINES, INC.
By:___________________________
Title:
Credit Agreement, July 31, 1995 - 2 - Chemical Leaman Tank Lines, Inc.
<PAGE>
<PAGE>
EXHIBIT 4
Refunding Term Note
$[00,000,000] , 19
--------------
Philadelphia, PA
For Value Received, CHEMICAL LEAMAN TANK LINES, INC., a Delaware
corporation ("CLTL"), hereby promises to pay to the order of CORESTATES BANK,
N.A., a national banking association, (the "Bank"), the principal amount of
[insert amount] DOLLARS ($[00,000,000]).
This Note is the Refunding Term Note referred to in, is entitled to the
benefits of and is secured by certain security interests referred to in the
Credit Agreement (as such may be amended from time to time, the "Credit
Agreement"), dated July 31, 1995, between CLTL and the Bank. Capitalized terms
used herein and not defined shall have the meanings assigned to them in the
Credit Agreement.
Payments of principal shall be made as provided in the Credit Agreement.
CLTL promises to pay interest on the aggregate unpaid principal amount of the
Refunding Term Loan on the dates and at the rate or rates provided for in the
Credit Agreement. The Credit Agreement also contains provisions for the
acceleration of the maturity hereof upon the happening of certain events upon
the terms and conditions specified therein. The principal of and interest on
this Note is payable in forty-eight (48) equal consecutive monthly installments
of principal plus interest accrued to the date of each payment payable on the
first day of each month commencing with the first such date following the date
hereof, provided that such first payment shall not be due less than fifteen (15)
days following the date hereof, unless the maturity hereof is accelerated under
the terms of the Credit Agreement. All such payments of principal and interest
shall be made in lawful money of the United States in immediately available
funds at the office of the Bank, Broad and Chestnut Streets, Philadelphia,
Pennsylvania.
This Note shall be governed by and construed and enforced in accordance
with the laws of the Commonwealth of Pennsylvania.
In addition to and not in limitation of the foregoing and the provisions of
the Credit Agreement, CLTL further agrees, subject only to any limitation
imposed by applicable law, to pay all reasonable expenses, including reasonable
attorneys' fees and legal expenses, incurred by the holder of this Note in
endeavoring to collect any amounts payable hereunder which are not paid when
due, whether by acceleration or otherwise.
Presentment for payment, demand, protest, dishonor and notice of dishonor
are hereby waived.
IN WITNESS WHEREOF, and intending to be legally bound hereby, CLTL has
caused this Note to be executed by its duly authorized officer as of the day and
year first above written.
CHEMICAL LEAMAN TANK LINES, INC.
By:_____________________________
Title:
<PAGE>
EXHIBIT 5
Default and Compliance Certificate
The undersigned, [president, chief executive or chief financial officer] of
Chemical Leaman Tank Lines, Inc. does hereby certify that as of this date there
exists no Event of Default as defined under the Credit Agreement dated July 31,
1995, as such has been amended from time to time (the "Credit Agreement"),
between Chemical Leaman Tank Lines, Inc. and CoreStates Bank, N.A., or does
there exist any event which with notice or lapse of time or both would become an
Event of Default. Further, the undersigned does hereby certify the accuracy of
the attached analysis of the extent to which Chemical Leaman Tank Lines, Inc. is
in compliance with the Financial Condition and Ratios set forth in ss.5.1 of the
Credit Agreement.
------------------------------------------
[Name]
[Title]
DATE:_________________
<PAGE>
CHEMICAL LEAMAN TANK LINES, INC.
CREDIT AGREEMENT
Financial Condition and Ratios
(ss.5.2)
ss.5.2(a) BORROWING BASE - CLTL
REQUIREMENT: aggregate principal amount of the Revolving Credit
Loans, Term Loans and the face amount of all Letters of Credit
outstanding (or the Refunding Term Loan, as applicable) shall not
exceed 75% of aggregate Appraised Value of all Revenue Equipment.
At [date], aggregate Appraised Value (75%) = $
=============
less:
Revolving Credit Loans $____________
Term Loans $____________
Letters of Credit (face amount) ____________
Refunding Term Loan ____________
Total $
============
NET AVAILABILITY $____________
ss.5.2(b) CURRENT RATIO - CLTL
REQUIREMENT: Current Assets (excluding cash and cash equivalents
which for any reason are restricted and not currently usable to pay
Current Obligations) to Current Obligations (excluding current
portion of long term liabilities) must equal or exceed 1.25:1.
Current Assets $____________
less: cash and cash equivalents which are restricted
and not currently usable to pay Current
Obligations $____________
============
Current Obligations $____________
less: obligations under the notes issued by CLTL in
connection with Accounts Receivable Funding
Documents or the Associates Loan $____________
============
CURRENT RATIO ____________
Credit Agreement, July 31, 1995 - 1 - Chemical Leaman Tank Lines, Inc.
<PAGE>
ss.5.2(c) TANGIBLE NET WORTH
REQUIREMENT: CLC - Not less than $21,000,000.
Tangible Net Worth at [date] = $
============
REQUIREMENT: CLTL - Not less than $30,000,000.
Tangible Net Worth at [date] = $
===========
ss.5.2(d) TOTAL LIABILITIES TO TANGIBLE NET WORTH
REQUIREMENT: CLC - Not in excess of 5.50 to 1 (liabilities include
value of operating leases).
Total Liabilities (shown on balance sheet excluding
operating lease "obligations") = $____________
plus:
Operating lease "obligations" $____________
Any other leases (to the extent not shown on
balance sheet) $____________
less:
Subordinated Debt (if any) $____________
Total Liabilities $
============
Tangible Net Worth $
============
RATIO OF TOTAL LIABILITIES TO TANGIBLE NET WORTH ============
REQUIREMENT: CLTL - Not in excess of 3.40 to 1 (liabilities include
value of operating leases).
Total Liabilities (shown on balance sheet excluding operating lease
"obligations") = $____________
plus:
Operating lease "obligations" $____________
Any other leases (to the extent not shown on
balance sheet) $____________
less:
Subordinated Debt (if any) $____________
Total Liabilities $
============
Tangible Net Worth $
============
RATIO OF TOTAL LIABILITIES TO TANGIBLE NET WORTH
============
Credit Agreement, July 31, 1995 - 2 - Chemical Leaman Tank Lines, Inc.
<PAGE>
ss.5.2(e) DEBT COVERAGE
REQUIREMENT: CLC - ratio of Current Income to Adjusted Current
Obligations of not less than 1.00:1 for the preceding four fiscal
quarters.
<TABLE>
<S> <C>
Current Income: [IDENTIFY PERIOD]
Net income $______________
+ depreciation _______________
+ additions to any reserve for deferred tax liabilities _______________
- dividends or distributions paid or declared ( )
---------------
- reductions to any reserve for deferred tax liabilities ( )
---------------
CURRENT INCOME $
===============
Adjusted Current Obligations:
Obligations due within next succeeding 365 days:
Associates Loan (outstanding balance) $_______________
x 0.20
Amount of Associates Loan deemed due
within the next succeeding 365 days $ [1]
===============
CoreStates Revolving Credit Loans and
Letters of Credit (aggregate balance) $_______________
x 0.25
Amount of CoreStates Revolving Credit
Loans and Letters of Credit deemed due
within next 365 days $ [2]
================
All other obligations (excluding equipment
obligations) due within next succeeding
365 days $ [3]
==============
Total ([1]+[2]+[3]) _______________
ADJUSTED CURRENT OBLIGATIONS _______________
$
===============
RATIO OF CURRENT INCOME TO CURRENT OBLIGATIONS ---------------
</TABLE>
Credit Agreement, July 31, 1995 - 3 - Chemical Leaman Tank Lines, Inc.
<PAGE>
ss.5.2(f) INTEREST COVERAGE
<TABLE>
<S> <C>
REQUIREMENT: CLC - a ratio of EBITD (as defined) to interest expense
not less than 2.75:1. EBITD means consolidated net income, before
taxes, interest expense, depreciation and extraordinary items.
[IDENTIFY PERIOD]
Net income $____________
Taxes ____________
Interest expense ____________
Depreciation ____________
Extraordinary Items _____________
EBIDT $
=============
Interest expense $
=============
RATIO OF EBIDT TO INTEREST EXPENSE =============
</TABLE>
Credit Agreement, July 31, 1995 - 4 - Chemical Leaman Tank Lines, Inc.
<PAGE>
SCHEDULE 2.11
Indebtedness
See Attached.
<PAGE>
SCHEDULE 2.12
Capital Stock
See Attached.
<PAGE>
AMENDMENT NO. 1
to
Credit Agreement
Amendment No. 1, dated May 31, 1996, (herein called the "AMENDMENT") to
Credit Agreement, dated July 31, 1995, (herein called the "AGREEMENT") by and
between CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation (herein called
"CLTL") and CORESTATES BANK, N.A., a national banking association (herein called
the "BANK"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings ascribed to them in the Agreement.
Preliminary Statement
WHEREAS, CLTL has requested that a new Termination Date be established 61
days immediately following the existing Termination Date as contemplated by
ss.1.1(a) of the Agreement.
WHEREAS, the Bank agrees to the request of CLTL on the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the premises and promises hereinafter
set forth and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Section 1.1 of the Agreement. The date "May 31, 1996" set forth in the
first sentence of ss.1.1 of the Agreement is hereby deleted and shall be and
hereby is replaced by the date "July 31, 1996."
2. Representations and Warranties. CLTL hereby restates the representations
and warranties made in the Agreement, including but not limited to Article 2
thereof, on and as of the date hereof as if originally given on this date.
3. Covenants. CLTL hereby represents and warrants that it is in compliance
and has complied with each and every covenant set forth in the Agreement,
including but not limited to Article 5 thereof, on and as of the date hereof.
4. Proceedings, Instruments, Etc. All proceedings and actions taken on or
prior to the date hereof in connection with this Amendment and all instruments
incident thereto and hereto shall be in form and substance satisfactory to the
Bank, and the Bank shall have received copies of all documents that it may
request in connection with such proceedings, actions and transactions
(including, without limitation, (i) certified resolutions of the Board of
Directors of CLTL and Chemical Leaman Corporation authorizing the execution and
delivery of this Amendment, and (ii) incumbency certificates specifying the
officer(s) of CLTL and Chemical Leaman Corporation duly authorized to execute
and deliver this Amendment).
5. Affirmation. CLTL hereby affirms its absolute and unconditional promise
to pay to the Bank the Loans and all other amounts due under the Agreement and
any other Loan Document on the maturity date(s) provided in the Agreement or any
other Loan Document, as such documents may be amended hereby.
6. Effect of Amendment. This Amendment amends the Agreement only to the
extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
Amendment No. 1 to
Credit Agreement - 1 - May 31, 1996
<PAGE>
7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to
be duly executed by their duly authorized representatives as of the date first
above written.
102 Pickering Way CHEMICAL LEAMAN TANK LINES, INC.
Lionville, PA 19353
Attn: David M. Boucher
Senior Vice President
Chief Financial Officer
By: /s/ Philip J. Ringo
-----------------------
Name:
Title:
Transportation Leasing and CORESTATES BANK, N.A.
Construction Industry Services
FC 1-8-11-24
1339 Chestnut Street By: /s/ Howard M. Snyder
Philadelphia, PA 19107 ------------------------
Attn: Howard M. Snyder Name:
Title:
The undersigned, as guarantor of the obligations of CLTL under and in connection
with the Agreement, hereby acknowledges the foregoing Amendment to said
Agreement as indicated above and affirms its absolute and unconditional
obligations as set forth in the Guarantee Agreement dated July 31, 1995.
102 Pickering Way CHEMICAL LEAMAN CORPORATION
Lionville, PA 19353
Attention:
Dated: May 31, 1996
By: /s/ David M. Boucher
-----------------------
Name:
Title:
Amendment No. 1 to
Credit Agreement - 2 - May 31, 1996
<PAGE>
AMENDMENT NO. 2
to
Credit Agreement
Amendment No. 2, dated July 31, 1996, (herein called the "AMENDMENT") to
Credit Agreement, dated July 31, 1995, (herein called the "AGREEMENT") by and
between CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation (herein called
"CLTL") and CORESTATES BANK, N.A., a national banking association (herein called
the "BANK"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings ascribed to them in the Agreement.
Preliminary Statement
WHEREAS, CLTL has requested that a new Termination Date be established and
that certain other modifications be made to the Agreement as hereinafter set
forth.
WHEREAS, the Bank agrees to the requests of CLTL on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and promises hereinafter
set forth and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Section 1.1 of the Agreement. The date "July 31, 1996" set forth in the
first sentence of ss.1.1 of the Agreement is hereby deleted and shall be and
hereby is replaced by the date "January 1, 1998."
2. Section 1.9 of the Agreement. The phrase "prepayment of an Adjusted
Libor Rate Loan or" set forth in the second sentence of ss.1.9 of the Agreement
is hereby deleted and shall be and hereby is replaced by the phrase "prepayment
of any Loan based upon an Adjusted Libor Rate."
3. Section 1.11(b) of the Agreement. ss.1.11(b) of the shall be and hereby
is amended and restated in its entirety to be as follows:
"(b) Interest Rate Election. At CLTL's election in accordance with the
provisions of ss.1.3 hereof, each advance under the Revolving Credit Loan
shall bear interest on the outstanding principal amount thereof from the
date of the advance at (i) the Base Rate plus the Applicable Base Rate
Margin set forth in the table below, such rate to change when and as the
Base Rate changes, or (ii) the Adjusted Libor Rate plus the Applicable
Libor Margin set forth in the table below. In the event CLTL shall fail to
make an interest rate election, the advance to be made shall bear interest
as provided in clause (i) of this ss.1.11(b).
Amendment No. 2 to
Credit Agreement - 1 - July 31, 1996
<PAGE>
"APPLICABLE BASE RATE MARGIN" and "APPLICABLE LIBOR MARGIN"
shall mean the percentages as listed in the following table
based on the Leverage Ratio at the date of determination.
Leverage Ratio Applicable Base Applicable Libor
Rate Margin Margin
Greater than 5.0:1 3/4% 300 basis points
Equal to or less than 5.0:1 1/2% 275 basis points
The term "LEVERAGE RATIO" shall mean the ratio of Total
Liabilities to Tangible Net Worth as those terms are defined in
ss.5.2(c) and (d) of this Agreement."
4. Section 5.2(a) of the Agreement. ss.5.2(a) of the Agreement shall be and
hereby is amended to add a definition of Adjusted Appraised Value and to amend
and restate, in its entirety, the definitions of Appraised Value and Borrowing
Base as follows:
""Adjusted Appraised Value" shall mean the Appraised Value
multiplied by a percentage which shall be 100% through
September 30, 1996 and which shall thereafter reduce by 2% as
of the first day of each calendar quarter thereafter. For
example, the percentage shall be 98% during the period October
1, 1996 through December 31, 1996; the percentage shall be 96%
during the period January 1, 1997 through March 31, 1997; the
percentage shall be 94% during the period April 1, 1997
through June 30, 1997; and so on.
"Appraised Value" shall mean (a) that value determined
annually on or about July 1 of each year by an independent
appraiser of recognized standing who shall be selected by CLTL
with the consent of the Bank (which consent shall not be
unreasonably withheld) as the aggregate of the fair market
values of each item of Revenue Equipment listed on Schedule A
to the Security Agreement as such schedule shall exist at the
time of the annual appraisal other than Revenue Equipment set
forth in Exhibit 6 to the Agreement and (b) the values of the
items of Revenue Equipment as set forth in said Exhibit 6 to
the Agreement. Appraised value shall be adjusted at the time
any item of Revenue Equipment is withdrawn or added to
Schedule A during the course of each year with the fair market
value of deletions and additions to be the value of each item
of Revenue Equipment as such is listed on the most recent
annual appraisal for items other than items listed in Exhibit
6 and at the amounts listed for items listed in said Exhibit
6. In the event an item of Revenue Equipment to be added to
Schedule A is not listed on the most recent annual appraisal,
the fair market value of such addition shall be determined in
good faith by CLTL at the time of the addition on a basis
consistent with that employed by the appraiser in connection
with the most recent annual appraisal, provided, however, if
the Bank shall object to the value placed on any such addition
the proposed addition shall have no value for this purpose
until a valuation is completed for such item at the time of
the next annual appraisal.
Amendment No. 2 to
Credit Agreement - 2 - July 31, 1996
<PAGE>
"Borrowing Base" shall mean an amount equal to the sum of 80%
of the aggregate Adjusted Appraised Value of all Revenue
Equipment."
5. Section 5.2(d) of the Agreement. The first sentence of ss.5.2(d) of the
Agreement shall be and hereby is amended in its entirety to be as follows:
"(d) Liabilities to Tangible Net Worth. A ratio of Total
Liabilities to Tangible Net Worth (as defined above) which is
not at any time more than the following:
Dates CLC CLTL
On or before June 29, 1997 7.0:1 3.6:1
June 30, 1997 through December 30, 1997 6.5:1 3.6:1
December 31, 1997 through June 29, 1998 5.8:1 3.6:1
June 30, 1998 through December 30, 1998 5.5:1 3.6:1
On or after December 31, 1998 5.0:1 3.6:1"
6. Section 5.14 of the Agreement. ss.5.14 of the Agreement shall be and
hereby is amended and restated in its entirety to be as follows:
"5.14 Loans; Advances. CLTL shall not make any loans or
advances to others, except that CLTL may make loans and advances to (a)
its Subsidiaries, CLC and CLC's Subsidiaries in an aggregate amount not
to exceed $28,000,000 at any time outstanding, and (b) its
owner/operators (who are individuals) in an aggregate amount not to
exceed $100,000 at any time outstanding. Neither CLC nor CLTL shall
make any loans or advances, directly or indirectly, to, nor refinance
any loan or advance to, any shareholder of CLC after July 31, 1996 in
excess of $1,000,000. Any loan to any person purchasing capital stock
of CLC or CLTL in exchange for the delivery of a promise to pay and not
involving the delivery of any cash or asset of the selling corporation
shall not be deemed a loan or advance for purposes of this ss.5.14."
7. Exhibit 5 to the Agreement. The reference to the Financial Condition and
Ratios in the form of Default and Compliance Certificate set forth as Exhibit 5
to the Agreement shall be changed from "ss.5.1" to "ss.5.2", and the form of the
analysis of compliance with the Financial Condition and Ratios set forth in
ss.5.2 to be attached to said Default and Compliance Certificate shall set forth
the requirements and analysis of each subsection of ss.5.2 of the Agreement in
conformity with ss.5.2 as it shall exist at the time of submission.
8. Exhibit 6 to the Agreement. A new exhibit to be named Exhibit 6 shall be
deemed added to the Agreement hereby which exhibit shall consist of the listing
of certain Revenue Equipment acquired from Ott Plastics Corporation which also
sets forth a value for each item of Revenue Equipment, all as set forth in
Exhibit 6 attached hereto.
9. Representations and Warranties. CLTL hereby restates the representations
and warranties made in the Agreement, including but not limited to Article 2
thereof, on and as of the date hereof as if originally given on this date.
Amendment No. 2 to
Credit Agreement - 3 - July 31, 1996
<PAGE>
10. Covenants. CLTL hereby represents and warrants that it is in compliance
and has complied with each and every covenant set forth in the Agreement,
including but not limited to Article 5 thereof, on and as of the date hereof.
11. Security Agreement, ss.3(c). The Bank hereby waives the requirement set
forth in ss.3(c) of the Security Agreement, dated July 31, 1995, executed by
CLTL in favor of the Bank, that a schedule of the Equipment in form satisfactory
to the Bank be delivered to it not later than the thirtieth day of each month
for so long as CLTL shall deliver such schedule of Equipment to the Bank on each
June 30th and December 31st beginning December 31, 1996.
12. Proceedings, Instruments, Etc. All proceedings and actions taken on or
prior to the date hereof in connection with this Amendment and all instruments
incident thereto and hereto shall be in form and substance satisfactory to the
Bank, and the Bank shall have received copies of all documents that it may
request in connection with such proceedings, actions and transactions
(including, without limitation, (i) certified resolutions of the Board of
Directors of CLTL and Chemical Leaman Corporation authorizing the execution and
delivery of this Amendment, and (ii) incumbency certificates specifying the
officer(s) of CLTL and Chemical Leaman Corporation duly authorized to execute
and deliver this Amendment).
13. Affirmation. CLTL hereby affirms its absolute and unconditional promise
to pay to the Bank the Loans and all other amounts due under the Agreement and
any other Loan Document on the maturity date(s) provided in the Agreement or any
other Loan Document, as such documents may be amended hereby.
14. Effect of Amendment. This Amendment amends the Agreement only to the
extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
15. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to
be duly executed by their duly authorized representatives as of the date first
above written.
102 Pickering Way CHEMICAL LEAMAN TANK LINES, INC.
Lionville, PA 19353
Attn: David M. Boucher
Senior Vice President
Chief Financial Officer
By: /s/ Philip J. Ringo
--------------------------
Name: Philip J. Ringo
Title: President
Amendment No. 2 to
Credit Agreement - 4 - July 31, 1996
<PAGE>
Transportation Leasing and CORESTATES BANK, N.A.
Construction Industry Services
FC 1-8-11-24
1339 Chestnut Street By: /s/ Howard M. Snyder
Philadelphia, PA 19107 --------------------
Attn: David D'Antonio Name: Howard M. Snyder
Title: Commericial Officer
The undersigned, as guarantor of the obligations of CLTL under and in connection
with the Agreement, hereby acknowledges the foregoing Amendment to said
Agreement as indicated above and affirms its absolute and unconditional
obligations as set forth in the Guarantee Agreement dated July 31, 1995.
102 Pickering Way CHEMICAL LEAMAN CORPORATION
Lionville, PA 19353
Attention:
Dated: July 31, 1996
By: /s/ David M. Boucher
-------------------------
Name: David M. Boucher
Title: Senior Vice President
Amendment No. 2 to
Credit Agreement - 5- July 31, 1996
<PAGE>
AMENDMENT NO. 3
to
Credit Agreement
Amendment No. 3, dated November 22, 1996, (herein called the "AMENDMENT")
to Credit Agreement, dated July 31, 1995, (herein called the "AGREEMENT") by and
between CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation (herein called
"CLTL") and CORESTATES BANK, N.A., a national banking association (herein called
the "BANK"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings ascribed to them in the Agreement.
Preliminary Statement
WHEREAS, CLTL has requested that ss.5.2(d) of the Agreement be amended to
relax the Liabilities to Tangible Net Worth test with respect to CLC through
December 30, 1996 as hereinafter set forth.
WHEREAS, the Bank agrees to the request of CLTL on the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the premises and promises hereinafter
set forth and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Section 5.2(d) of the Agreement. The first sentence of ss.5.2(d) of the
Agreement shall be and hereby is amended in its entirety to be as follows:
"(d) Liabilities to Tangible Net Worth. A ratio of Total Liabilities to
Tangible Net Worth (as defined above) which is not at any time more than
the following:
Dates CLC CLTL
On or before December 30, 1997 8.0:1 3.6:1
December 31, 1997 through June 29, 1998 7.0:1 3.6:1
June 30, 1998 through December 30, 1998 6.5:1 3.6:1
On or after December 31, 1998 6.0:1 3.6:1"
2. Representations and Warranties. CLTL hereby restates the
representations and warranties made in the Agreement, including but not
limited to Article 2 thereof, on and as of the date hereof as if originally
given on this date.
3. Covenants. CLTL hereby represents and warrants that it is in
compliance and has complied with each and every covenant set forth in the
Agreement, including but not limited to Article 5 thereof, on and as of the
date hereof.
4. Proceedings, Instruments, Etc. All proceedings and actions taken on
or prior to the date hereof in connection with this Amendment and all
instruments incident thereto and hereto shall be in form and substance
satisfactory to the Bank, and the Bank shall have received copies of all
documents that it may request in connection with such proceedings, actions
and transactions (including, without limitation, (i) certified resolutions
Amendment No. 3 to
Credit Agreement - 1 - November 22, 1996
<PAGE>
of the Board of Directors of CLTL and Chemical Leaman Corporation authorizing
the execution and delivery of this Amendment, and (ii) incumbency certificates
specifying the officer(s) of CLTL and Chemical Leaman Corporation duly
authorized to execute and deliver this Amendment).
5. Affirmation. CLTL hereby affirms its absolute and unconditional promise
to pay to the Bank the Loans and all other amounts due under the Agreement and
any other Loan Document on the maturity date(s) provided in the Agreement or any
other Loan Document, as such documents may be amended hereby.
6. Effect of Amendment. This Amendment amends the Agreement only to the
extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to
be duly executed by their duly authorized representatives as of the date first
above written.
102 Pickering Way CHEMICAL LEAMAN TANK LINES, INC.
Lionville, PA 19353
Attn: David M. Boucher
Senior Vice President
Chief Financial Officer
By: /s/ Thomas D. Schubert
--------------------------
Name: Thomas D. Schubert
Title: Vice President
Transportation Leasing and CORESTATES BANK, N.A.
Construction Industry Services
FC 1-8-11-24
1339 Chestnut Street
Philadelphia, PA 19107
Attn: Amos N. Beason
By: /s/ Amos N. Beason
------------------------
Name: Amos N. Beason
Title: Assistant Vice
President
Amendment No. 3 to
Credit Agreement - 2 - November 22, 1996
<PAGE>
The undersigned, as guarantor of the obligations of CLTL under and in connection
with the Agreement, hereby acknowledges the foregoing Amendment to said
Agreement as indicated above and affirms its absolute and unconditional
obligations as set forth in the Guarantee Agreement dated July 31, 1995.
102 Pickering Way CHEMICAL LEAMAN CORPORATION
Lionville, PA 19353
Attention:
Dated: November 22, 1996
By: /s/ David M. Boucher
---------------------------
Name: David M. Boucher
Title: Senior Vice President
Amendment No. 3 to
Credit Agreement - 3 - November 22, 1996
<PAGE>
AMENDMENT NO. 4
to
Credit Agreement
Amendment No. 4, dated January 13, 1997, (herein called the "AMENDMENT") to
Credit Agreement, dated July 31, 1995, (herein called the "AGREEMENT") by and
between CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation (herein called
"CLTL") and CORESTATES BANK, N.A., a national banking association (herein called
the "BANK"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings ascribed to them in the Agreement.
Preliminary Statement
WHEREAS, CLTL has requested that the Agreement be amended to include, as
Collateral and for the purpose of the Borrowing Base, certain life insurance
policies listed in Exhibit 7 attached hereto which are to be assigned by CLTL
and CLC to the Bank as security for the payment, promptly when due, and the
punctual performance of all of the Liabilities (as defined in the Security
Agreement referred to in the Agreement).
WHEREAS, the Bank agrees to the request of CLTL on the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the premises and promises hereinafter
set forth and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Section 2.15 of the Agreement. A new Section 2.15 shall hereby be deemed
added to the Agreement which shall be as follows:
"2.15 Life Insurance Policy Collateral. CLTL or CLC, as applicable, is
the absolute owner of each life insurance policy listed in Exhibit 7
attached hereto (the "Life Insurance Policy Collateral") and the
information set forth in Exhibit 7 with respect to each policy is true and
correct as of the date of this Amendment; further, (i) each policy is in
full force and effect, (ii) no default, lien or other encumbrance exists
with respect to any policy, (iii) all premiums owed under each policy have
been paid when due, (iv) no policy loan, borrowing or debt exists with
respect to any policy, (v) CLTL or CLC has not been notified of the death
of any person listed in the column "Insured Life" in Exhibit 7, (vi) no
policy has been assigned to any person other than CLTL or CLC, and (vii)
CLTL or CLC, as applicable, has full and unrestricted legal authority to
assign, transfer, set over and deliver to the Bank, and such assignment
will have the effect of transferring, setting over and conveying to the
Bank, ownership of each policy free and clear of any liens, encumbrances,
or security interests whatsoever, to the full extent of CLTL's or CLC's
interest in said policy, the value of which interest in each policy is at
least equal to the amount set forth in the column "Net Cash Surrender Value
12.31.96" in Exhibit 7."
2. Section 3.1 of the Agreement. Section 3.1 of the Agreement shall be and
hereby is amended in its entirety to be as follows:
"3.1 Security Documents. As security for the punctual payment in full
of all installments of principal, interest, fees and other amounts payable
under any Loan Document, the Bank shall (i) continue to have a valid,
perfected first lien on and security interest in the Collateral (as that
term is defined in the Security Agreement, dated July 31, 1995, executed by
CLTL in favor of the Bank, which agreement amends and restates the Amended
and Restated
Amendment No. 4 to
Credit Agreement - 1 - January 13, 1997
<PAGE>
Equipment Security Agreement, dated May 14, 1993, executed by CLTL in favor
of the Bank), and (ii) have and continue to have a valid, perfected first
lien on and security interest in the Life Insurance Policy Collateral as
assignee under an assignment of each life insurance policy as collateral on
the appropriate forms for such an assignment. As additional security for
said obligations, the Bank shall have the rights and benefits specified in
(a) the Guarantee Agreement, dated July 31, 1995, executed by CLC in favor
of the Bank, which agreement amends and restates the Amended and Restated
Guarantee Agreement, dated May 14, 1993, executed by CLC in favor of the
Bank, and (b) the Pledge Agreement, dated July 31, 1995, executed by CLC in
favor of the Bank, which agreement amends and restates the Amended and
Restated Pledge Agreement, dated May 14, 1993, executed by CLC in favor of
the Bank (all the documents referred to in this ss.3.1 are collectively
referred to herein as the "Security Documents")."
3. Section 3.2 of the Agreement. Section 3.2 of the Agreement shall be and
hereby is amended in its entirety to be as follows:
"3.2 Release of Collateral. Upon the payment in full of the entire
principal balance, and any interest, fees and other amounts payable under
all Loan Documents, the termination of the Commitments of the Bank and the
cash collateralization of all Letters of Credit, the Bank shall release the
lien and security interest of the Bank in the assets of CLTL and such other
persons as specified in each of the Security Documents and shall do such
things as are reasonably requested by CLTL to effect such release. At the
election of CLTL and upon receipt of written notice to the Bank therefor,
the Bank shall release the lien and security interest of the Bank in the
Life Insurance Policy Collateral, provided that (i) no Event of Default or
event, which with the giving of notice or the lapse of time or both, would
constitute an Event of Default, shall exist immediately prior to such
release or immediately following such release, and (ii) the request by CLTL
for release of the Life Insurance Policy Collateral shall be for not less
than all of the Life Insurance Policy Collateral then in effect."
4. Section 5.1(g) of the Agreement. A new Section 5.1(g) shall hereby be
deemed added to the Agreement which shall be as follows:
"5.1(g) Life Insurance Policy Collateral Report. Within 30 days after
the end of each calendar quarter, CLTL will deliver to the Bank a letter
report from each insurer (or each such insurer's authorized agent) that has
written a policy which is part of the Life Insurance Policy Collateral
setting forth the net cash surrender value of each such policy at the end
of the previous calendar quarter, and certifying (i) the nonexistence of
any loan, borrowing or debt with respect to each policy, (ii) whether the
insurer has received notice of the death of an insured individual, (iii)
the payment of all premiums due with respect to each policy, and (iv)
whether each policy remains in full force and effect. In addition, CLTL
shall immediately provide the Bank with copies of any and all notices,
reports and correspondence received by it or CLC in respect of any of the
policies."
5. Section 5.2(a) of the Agreement. Section 5.2(a) of the Agreement shall
be and hereby is amended to amend and restate, in its entirety, the definition
of Borrowing Base as follows:
"Borrowing Base" shall mean an amount equal to the sum of (i) 80% of
the aggregate Adjusted Appraised Value of all Revenue Equipment and (ii)
the net cash surrender value of the
Amendment No. 4 to
Credit Agreement - 2 - January 13, 1997
<PAGE>
Life Insurance Policy Collateral at December 31, 1996 for those policies
which remain in effect at the date of the calculation of the Borrowing
Base.
6. Section 5.17 of the Agreement. A new Section 5.17 shall hereby be deemed
added to the Agreement which shall be as follows:
"5.17 Life Insurance Policy Collateral. CLTL or CLC, as applicable,
will pay when due all premiums and other amounts due in respect of each
policy constituting a part of the Life Insurance Policy Collateral in order
to maintain each such policy in full force and effect."
7. Exhibit 5 to the Agreement. Exhibit 5 to the Agreement shall be and
hereby is amended and restated in its entirety to be as set forth in Exhibit 5
attached hereto.
8. Exhibit 7 to the Agreement. A new exhibit to be named Exhibit 7 shall be
deemed added to the Agreement hereby which exhibit shall be as set forth in
Exhibit 7 attached hereto.
9. Representations and Warranties. CLTL hereby restates the representations
and warranties made in the Agreement, including but not limited to Article 2
thereof, on and as of the date hereof as if originally given on this date.
10. Covenants. CLTL hereby represents and warrants that it is in compliance
and has complied with each and every covenant set forth in the Agreement,
including but not limited to Article 5 thereof, on and as of the date hereof.
11. Proceedings, Instruments, Etc. All proceedings and actions taken on or
prior to the date hereof in connection with this Amendment and all instruments
incident thereto and hereto shall be in form and substance satisfactory to the
Bank, and the Bank shall have received copies of all documents that it may
request in connection with such proceedings, actions and transactions
(including, without limitation, (i) certified resolutions of the Board of
Directors of CLTL and CLC authorizing the execution and delivery of this
Amendment, all assignments of life insurance policies as collateral and all
related documents, (ii) incumbency certificates specifying the officer(s) of
CLTL and CLC duly authorized to execute and deliver this Amendment), (iii) the
legal opinion of Messrs. Pepper, Hamilton & Scheetz in form and substance
satisfactory to the Bank and (iv) such other documents, matters, proceedings and
actions as the Bank shall request).
12. Assignments of Life Insurance Policies. All assignments of life
insurance policies written by Massachusetts Mutual Life Insurance Company
("MassMutual") and the Manufacturers Life Insurance Company ("ManuLife") shall
be in the form and substance attached hereto as Attachments 1 (MassMutual split
dollar policies and key person policies) and 2 (ManuLife policies),
respectively.
13. Affirmation. CLTL hereby affirms its absolute and unconditional promise
to pay to the Bank the Loans and all other amounts due under the Agreement and
any other Loan Document on the maturity date(s) provided in the Agreement or any
other Loan Document, as such documents may be amended hereby.
14. Effect of Amendment. This Amendment amends the Agreement only to the
extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
15. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
Amendment No. 4 to
Credit Agreement - 3 - January 13, 1997
<PAGE>
IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to
be duly executed by their duly authorized representatives as of the date first
above written.
102 Pickering Way CHEMICAL LEAMAN TANK LINES, INC.
Lionville, PA 19353
Attn: David M. Boucher
Senior Vice President
Chief Financial Officer
By: /s/ Thomas D. Schubert
-------------------------
Name: Thomas D. Schubert
Title: Vice President
Transportation Leasing and CORESTATES BANK, N.A.
Construction Industry Services
FC 1-8-11-24
1339 Chestnut Street
Philadelphia, PA 19107
Attn: David D'Antonio
By: /s/ Amos N. Beason
--------------------------
Name: Amos N. Beason
Title: Assistant Vice
President
The undersigned, as guarantor of the obligations of CLTL under and in connection
with the Agreement, hereby acknowledges the foregoing Amendment to said
Agreement as indicated above and affirms its absolute and unconditional
obligations as set forth in the Guarantee Agreement dated July 31, 1995.
102 Pickering Way CHEMICAL LEAMAN CORPORATION
Lionville, PA 19353
Attention:
Dated: January 13, 1997
By: /s/ David M. Boucher
--------------------------
Name: David M. Boucher
Title: Senior Vice President
Amendment No. 4 to
Credit Agreement - 4 - January 13, 1997
<PAGE>
EXHIBIT 5
Default and Compliance Certificate
The undersigned, [president, chief executive or chief financial officer] of
Chemical Leaman Tank Lines, Inc. does hereby certify that as of this date there
exists no Event of Default as defined under the Credit Agreement dated July 31,
1995, as such has been amended from time to time (the "Credit Agreement"),
between Chemical Leaman Tank Lines, Inc. and CoreStates Bank, N.A., or does
there exist any event which with notice or lapse of time or both would become an
Event of Default. Further, the undersigned does hereby certify the accuracy of
the attached analysis of the extent to which Chemical Leaman Tank Lines, Inc. is
in compliance with the Financial Condition and Ratios set forth in ss.5.2 of the
Credit Agreement.
---------------------------------
[Name]
[Title]
DATE:_________________
<PAGE>
CHEMICAL LEAMAN TANK LINES, INC.
CREDIT AGREEMENT
Financial Condition and Ratios
(ss.5.2)
<TABLE>
<CAPTION>
ss.5.2(a) BORROWING BASE - CLTL
<S> <C>
REQUIREMENT: aggregate principal amount of the Revolving Credit Loans,
Term Loans and the face amount of all Letters of Credit outstanding (or
the Refunding Term Loan, as applicable) shall not exceed the sum of (i)
80% of aggregate Appraised Value of all Revenue Equipment and (ii) the
net cash surrender value of the Life Insurance Policy Collateral at
December 31, 1996 for those policies which remain in effect at the date
of the calculation of the Borrowing Base.
At [date], aggregate Appraised Value (80%) = $________________
Net cash surrender value at December 31, 1996
of Life Insurance Policy Collateral = $________________
Total $
================
less:
Revolving Credit Loans $________________
Term Loans $_____________
Letters of Credit (face amount) ________________
Refunding Term Loan ________________
Total $
================
NET AVAILABILITY $________________
</TABLE>
ss.5.2(b) CURRENT RATIO - CLTL
REQUIREMENT: Current Assets (excluding cash and cash equivalents which
for any reason are restricted and not currently usable to pay Current
Obligations) to Current Obligations (excluding current portion of long
term liabilities) must equal or exceed 1.25:1.
<TABLE>
<CAPTION>
<S> <C>
Current Assets $________________
less: cash and cash equivalents which are restricted and not
currently usable to pay Current Obligations - $________________
================
Current Obligations $________________
less: obligations under the notes issued by CLTL in connection
with Accounts Receivable Funding Documents or the
Associates Loan - $________________
================
CURRENT RATIO ________________
</TABLE>
Amendment No. 4 to
Credit Agreement - 1 - January 13, 1997
<PAGE>
ss.5.2(c) TANGIBLE NET WORTH
<TABLE>
<CAPTION>
<S> <C>
REQUIREMENT: CLC - Not less than $21,000,000.
Tangible Net Worth at [date] = $
================
REQUIREMENT: CLTL - Not less than $30,000,000.
Tangible Net Worth at [date] = $
================
</TABLE>
ss.5.2(d) TOTAL LIABILITIES TO TANGIBLE NET WORTH
REQUIREMENT: CLC - Not in excess of 8.0 to 1 (on or before December 30,
1997), 7.0 to 1 (December 31, 1997 through June 29, 1998), 6.5 to 1
(June 30, 1998 through December 30, 1998) or 6.0 to 1 (on or after
December 31, 1998). Liabilities include value of operating leases.
<TABLE>
<CAPTION>
<S> <C>
Total Liabilities (shown on balance sheet excluding operating lease
"obligations") = $_________________
plus:
Operating lease "obligations" $__________________
Any other leases (to the extent not shown on balance sheet) $__________________
less:
Subordinated Debt (if any) $__________________
Total Liabilities $
=================
Tangible Net Worth $
==================
</TABLE>
RATIO OF TOTAL LIABILITIES TO TANGIBLE NET WORTH
<TABLE>
<CAPTION>
<S> <C>
REQUIREMENT: CLTL - Not in excess of 3.60 to 1 (liabilities include
value of operating leases).
Total Liabilities (shown on balance sheet excluding operating lease
"obligations") = $_________________
plus:
Operating lease "obligations" $_________________
Any other leases (to the extent not shown on balance sheet) $_________________
less:
Subordinated Debt (if any) $_________________
Total Liabilities $
=================
Tangible Net Worth $
=================
RATIO OF TOTAL LIABILITIES TO TANGIBLE NET WORTH =================
</TABLE>
Amendment No. 4 to
Credit Agreement - 2 - January 13, 1997
<PAGE>
ss.5.2(e) DEBT COVERAGE
REQUIREMENT: CLC - ratio of Current Income to Adjusted Current
Obligations of not less than 1.00:1 for the preceding four fiscal
quarters.
<TABLE>
<CAPTION>
<S> <C>
Current Income: [IDENTIFY PERIOD]
Net income $_______________
+ depreciation ______________
+ additions to any reserve for deferred tax liabilities _______________
- dividends or distributions paid or declared (_____________)
- reductions to any reserve for deferred tax liabilities (_____________)
CURRENT INCOME $
=============
Adjusted Current Obligations:
Obligations due within next succeeding 365 days:
Associates Loan (outstanding balance) $_______________
x 0.20
Amount of Associates Loan deemed due
within the next succeeding 365 days $ [1]
================
CoreStates Revolving Credit Loans and
Letters of Credit (aggregate balance) $_______________
x 0.25
Amount of CoreStates Revolving Credit
Loans and Letters of Credit deemed due
within next 365 days $ [2]
================
All other obligations (excluding equipment
obligations) due within next succeeding
365 days $ [3]
================
Total ([1]+[2]+[3]) ______________
ADJUSTED CURRENT OBLIGATIONS _______________
$
==============
RATIO OF CURRENT INCOME TO CURRENT OBLIGATIONS --------------
</TABLE>
Amendment No. 4 to
Credit Agreement - 3 - January 13, 1997
<PAGE>
ss.5.2(f) INTEREST COVERAGE
REQUIREMENT: CLC - a ratio of EBITD (as defined) to interest expense
not less than 2.75:1. EBITD means consolidated net income, before
taxes, interest expense, depreciation and extraordinary items.
<TABLE>
<CAPTION>
[IDENTIFY PERIOD]
<S> <C>
Net income $_______________
Taxes _______________
Interest expense _______________
Depreciation _______________
Extraordinary Items ______________
EBIDT $
===============
Interest expense $
=============
RATIO OF EBIDT TO INTEREST EXPENSE ===============
</TABLE>
Amendment No. 4 to
Credit Agreement - 4 - January 13, 1997
<PAGE>
EXHIBIT 7
Life Insurance Policy Collateral
<TABLE>
<CAPTION>
Owner of Insurer(1) Policy Policy Face Net Cash Surrender Insured
Policy Number Value Value 12.31.96 Life
- -------- --------- ------ ----------- ------------------ -------
<S> <C> <C> <C> <C>
CLC MMLIC 7 409 421 $100,000.00 $9,527.66 Denil, Peter
CLC MMLIC 7 719 174 $25,000.00 $1,716.53 Denil, Peter
CLC MMLIC 7 467 532 $150,000.00 $22,518.45 Kilcullen, J.J.
CLC MMLIC 7 017 196 $150,000.00 $36,066.17 Montgomery, A.
CLC MMLIC 7 026 814 $150,000.00 $36,193.57 Parkerson, E.C.
CLC MMLIC 7 450 800 $100,000.00 $10,926.18 Payne, R.D.
CLC MMLIC 7 108 025 $87,500.00 $32,404.36 Shearer, E.E.
CLC MMLIC 7 381 116 $1,370,000.00 $249,034.25 Hamilton, D.R.
CLC MMLIC 7 479 421 $430,000.00 $62,964.13 Kilcullen, J.J.
CLC MMLIC 7 698 737 $194,000.00 $21,703.10 Kilcullen, J.J.
CLC MMLIC 7 333 916 $325,000.00 $47,520.24 Parkerson, E.C.
CLTL MF 4930909-9 $152,000.00 $20,038.66 Graham, C.
CLTL MF 4904658-4 $271,000.00 $17,914.95 Fernald, C.
CLTL MF 4904657-6 $167,000.00 $40,304.58 Littlepage, R.
CLTL MF 4904656-8 $317,000.00 $68,007.42 Shertz, R.
TOTAL $3,713,500.00 $676,840.25
</TABLE>
(1) MMLIC = Massachusetts Mutual Life Insurance Company.
MF = Manufacturers Life Insurance Company.
RECEIVABLES CONTRIBUTION AND PURCHASE AGREEMENT
Dated as of May 14, 1993
Among
Chemical Leaman Tank Lines, Inc.
and
Quala Systems, Inc.
as the Sellers
and
Chemical Leaman Corporation
as the Servicer
and
Pickering Way Funding Corp.
as the Buyer
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE 1 - DEFINITIONS ................................................ 1
SECTION 1.1 Defined Terms .............................................. 1
SECTION 1.2 Other Terms ................................................ 7
ARTICLE 2 - AGREEMENT TO SELL AND PURCHASE ............................. 8
SECTION 2.1 Purchase Facility .......................................... 8
SECTION 2.2 Purchase Price; Payment .................................... 9
SECTION 2.3 Initial Purchase; Capitalization ........................... 10
SECTION 2.4 Termination of the Agreement ............................... 10
SECTION 2.5 Settlement Procedures ...................................... 11
SECTION 2.6 Servicer Fee ............................................... 11
SECTION 2.7 Payments and Computations, Etc ............................. 11
ARTICLE 3 - CONDITIONS OF PURCHASES .................................... 12
SECTION 3.1 Purchase and Sale Procedures ............................... 12
SECTION 3.2 Conditions Precedent to Initial Purchase ................... 12
SECTION 3.3 Conditions Precedent to All Purchases ...................... 14
SECTION 3.4 Grant of Security Interest ................................. 14
SECTION 3.5 Non Assumption by the Buyer of Obligations ................. 15
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES ............................. 15
SECTION 4.1 Representations and Warranties of the Sellers .............. 15
SECTION 4.2 Representations and Warranties of the Servicer ............. 21
ARTICLE 5 - COVENANTS .................................................. 22
SECTION 5.1 Covenants of the Sellers ................................... 22
SECTION 5.2 Buyer Covenant Regarding Sale Treatment .................... 27
SECTION 5.3 Servicer Covenants ......................................... 27
ARTICLE 6 - ADMINISTRATION AND COLLECTION .............................. 28
SECTION 6.1 Designation of Servicer .................................... 28
SECTION 6.2 Duties of Servicer ......................................... 29
SECTION 6.3 Rights of the Buyer ........................................ 30
SECTION 6.4 Responsibilities of the Seller ............................. 31
SECTION 6.5 Further Actions Evidencing Purchases ....................... 31
SECTION 6.6 Servicer Fee ............................................... 32
SECTION 6.7 Conflict ................................................... 32
ARTICLE 7 - PURCHASE PRICE ADJUSTMENT .................................. 33
-i-
<PAGE>
SECTION 7.1 Adjustment of Purchase Price ............................... 33
SECTION 7.2 Adjustment to Notes ........................................ 33
SECTION 7.3 Readjustment ............................................... 33
SECTION 7.4 Obligations Not Affected ................................... 33
ARTICLE 8 - TERMINATION ................................................ 34
SECTION 8.1 Termination Events ......................................... 34
SECTION 8.2 Consequences of a Termination Event ........................ 35
ARTICLE 9 - INDEMNIFICATION ............................................ 36
SECTION 9.1 Indemnities by the Sellers ................................. 36
ARTICLE 10 - MISCELLANEOUS ............................................. 37
SECTION 10.1 Amendments, Etc ........................................... 37
SECTION 10.2 Notices, Etc .............................................. 38
SECTION 10.3 Assignment ................................................ 39
SECTION 10.4 Survival .................................................. 39
SECTION 10.5 Costs, Expenses and Taxes ................................. 39
SECTION 10.6 No Proceedings ............................................ 40
SECTION 10.7 Holidays .................................................. 40
SECTION 10.8 No Implied Waiver; Cumulative Remedies .................... 40
SECTION 10.9 No Discharge .............................................. 41
SECTION 10.10 Severability ............................................. 41
SECTION 10.11 Governing Law ............................................ 41
SECTION 10.12 Prior Understandings ..................................... 41
SECTION 10.13 Set-off .................................................. 42
SECTION 10.14 Execution in Counterparts ................................ 42
-ii-
<PAGE>
This Receivables Contribution and Purchase Agreement is dated as of May 14,
1993, by and among CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation and
QUALA SYSTEMS, INC., a Delaware corporation (jointly, the "Sellers" and
individually each a "Seller"), CHEMICAL LEAMAN CORPORATION, a Delaware
corporation (the "Servicer"), and PICKERING WAY FUNDING CORP., a Delaware
corporation (the "Buyer").
WITNESSETH:
WHEREAS, each of the Sellers generate in the ordinary course of their
businesses trade receivables resulting from the sale of goods or extension of
services to their customers on a credit basis; and
WHEREAS, each of the Sellers desires to sell from time to time certain of
its trade receivables, and the Buyer desires to purchase from time to time those
trade receivables which satisfy its eligibility standards, all pursuant to the
terms hereof; and
WHEREAS, each of the Sellers desire to contribute a portion of the initial
pool of receivables to Buyer as their equity contribution to, and capitalization
of, Buyer as the sole shareholders of Buyer;
NOW, THEREFORE, in consideration of the premises herein contained the
parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1 Defined Terms. For all purposes of this Agreement, except as
otherwise provided herein capitalized terms not otherwise defined herein shall
have the meanings assigned to such terms in the Pooling and Servicing Agreement.
As used in this Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of
the terms defined):
"Account Balance" means, for any Receivable, the unpaid balance thereof, as
shown on the books and records of the Servicer and the appropriate Originator.
-1-
<PAGE>
"Accounting Period" means, with respect to each Seller, each one of the
twelve accounting periods in each of such Seller's fiscal years which are of
varying terms but generally containing approximately 30 days; and, with respect
to Receivables, includes Receivables relating to services performed or goods
sold in such Accounting Period and recorded in the relevant Seller's financial
statements within ten (10) days after the end of such Accounting Period as being
a Receivable as of the end of such Period.
"Affiliate" means, as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by or is under common control with
such Person.
"Affiliated Obligor" means any Obligor that is an Affiliate of another
Obligor.
"Agreement" means this Receivables Contribution and Purchase Agreement, as
the same may from time to time be amended, supplemented or otherwise modified in
writing in accordance with the terms hereof.
"Average Maturity" means with respect to any Accounting Period, the product
of (a) the sum of the beginning and ending balances of the Pool Receivables
during the immediately preceding Accounting Period divided by two and (b) the
number of days in such immediately preceding Accounting Period divided by the
aggregate principal balance of the Pool Receivables originated by such Seller
during such immediately preceding Accounting Period.
"Business Day" means any day other than a Saturday, Sunday, public holiday
under the laws of the Commonwealth of Pennsylvania or other day on which banking
institutions are authorized or obligated to close in the Commonwealth of
Pennsylvania.
"Buyer's Account" means the special account of the Buyer, or the Trustee on
its behalf pursuant to the Pooling and Servicing Agreement, maintained at the
Philadelphia office of CoreStates Bank, N.A (or its successor), or such other
account or banking institution as selected by the Buyer or the Trustee from time
to time upon written notice to Servicer.
"Buyer Notes" means the subordinated promissory notes of Buyer payable to
the Sellers as payment of a portion of the purchase price for Pool Receivables
purchased after the Closing Date in the form of Exhibit A-1 and A-2 attached
hereto.
-2-
<PAGE>
"Closing Date" means May 14, 1993 the date on which the initial Pool
Receivables are purchased by the Buyer pursuant to the terms of this Agreement.
"Collections" means, with respect to any Pool Receivable, all cash
collections and other cash proceeds of such Receivable including, without
limitation, all cash proceeds of Related Security with respect to such Pool
Receivable.
"Contract" means an agreement between either of the Sellers and a Person,
in the form of a legally binding written contract or, in the case of any open
account agreement, an invoice customarily used by the relevant Seller, pursuant
to or under which such Person shall be obligated to pay for merchandise or
services from time to time.
"Contributed Receivables" shall be as defined in Section 2.3(c) hereof.
"Credit and Collection Policy" means those receivables credit and
collection policies and practices of the relevant Seller in effect on the date
hereof as set forth in Exhibit E attached hereto, as modified in compliance with
this Agreement.
"Cut-off Date" means at the close of business on May 13, 1993.
"Debt" means (i) indebtedness for borrowed money, (ii) obligations
evidenced by bonds, debentures, notes or other similar instruments, (iii)
obligations to pay the deferred purchase price of property or services, (iv)
obligations as lessee under leases which shall have been or should be, in
accordance with generally accepted accounting principles, recorded as capital
leases, and (v) liabilities in respect of unfunded vested benefits under plans
covered by Title IV of ERISA.
"Designated Obligor" means, at any time, each Obligor which is entitled to
credit under the relevant Credit and Collection Policy except:
(i) Obligors which are an Affiliate of either of the Sellers;
(ii) Obligors which are employees or independent contractors of either
of the Sellers providing transportation or related services to either of
the Sellers; and
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(iii) Obligors which are not based or located in either the United
States or Canada or which are not required to pay to the applicable Seller
under its Contract in the United States.
"Dilution Event" means any reduction of the Account Balance of any Pool
Receivable due to a voluntary agreement by or on behalf of Servicer or the
Originator thereof, a set-off by the Obligor thereof, credit for defective,
rejected or returned goods or services, any cash discount, or any incorrect
billings or other such adjustments or otherwise, except for a payment by the
Obligor on account of such Pool Receivable or the bankruptcy or insolvency of,
or default by, the Obligor.
"Duff" means Duff & Phelps Credit Rating Co.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.
"Expiration Date" means the earliest of (i) May 15, 1995, (ii) the date a
Termination Event is declared or occurs automatically, as applicable pursuant to
Section 8.1 hereof or (iii) the date of the termination of the Purchase
Obligation by Sellers pursuant to Section 2.4 hereof.
"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession, which are applicable to the circumstances as of the date of
determination.
"Government Obligor" means the federal government of the United States of
America, or a governmental subdivision or agency thereof.
"Lock-Box Agreement" means an agreement in substantially the form of
Exhibit B hereto.
"Lock-Box Bank" means a commercial bank organized under the laws of the
United States or any State of the United States which has a combined capital and
surplus of at least $100,000,000, and is holding one or more Permitted Lock-Box.
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"Loss Reserve" means for the Pool Receivables to be sold by a particular
Seller on any day the product of (a) the Account Balance of such Pool
Receivables as of such day multiplied by (b) the sum of (i) the Servicer Fee
(express as a percentage) plus (ii) the greater of (A) one percent (1%) or (B)
the sum of the Billing Adjustment Percentage and the Charge-Off Percentage shown
in the most recent Servicer Monthly Report.
"Net Proceeds" means the proceeds of the Investor Certificates less (i) all
amounts deposited on the Closing Date in the Reserve Account and Unallocated
Principal Sub-Account under the Pooling and Servicing Agreement and (ii) all
costs and expenses incurred by Buyer in connection with the transactions
contemplated by the Transaction Documents.
"Obligor" means, with respect to any Receivable, a Person or Persons
obligated to make payments pursuant to a Contract, including any Guarantor
thereof.
"Person" means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political subdivision or agency
thereof.
"Pooling and Servicing Agreement" means the Pooling and Servicing Agreement
dated as of May 14, 1993 between the Buyer, the Servicer and the Trustee.
"Pool Receivable" means a Receivable in the Receivables Pool existing as of
the Cut-off Date or arising on and after the Cut-off Date and prior to the
Expiration Date.
"Purchase Price" shall be as defined in Section 2.2(a) hereof.
"Purchase Obligation" means the obligations of each Seller to sell, and the
Buyer to purchase, the Pool Receivables as defined in Section 2.1(a) hereof.
"Purchased Receivables" shall be as defined in Section 2.3(a) hereof.
"Rating Agency" means Duff, or if Duff is no longer rating the Investor
Certificates, Moody's Investor's Service, Inc., Standard & Poors Corporation or
any similar entity providing such a rating and approved by the Investor
Certificate holder Representative.
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"Receivable" means the indebtedness of any Designated Obligor under a
Contract arising out of a sale of merchandise or services by either of the
Sellers in the ordinary course of business as to which the merchandise has been
delivered or services have been performed by either of the Sellers, and includes
the right to payment of any interest or finance charges and other obligations of
such Obligor with respect thereto.
"Receivables Pool" means at any time the aggregation of each then
outstanding Receivables.
"Related Security" means with respect to any Receivable of either Seller:
(i) all of such Seller's interest in any merchandise (including
returned merchandise) relating to any sale giving rise to such Receivable;
(ii) all other security interests or liens and property subject
thereto from time to time purporting to secure payment of such Receivable,
whether pursuant to the Contract related to such Receivable or otherwise,
together with all financing statements signed by an Obligor describing any
collateral securing such Receivable; and
(iii) all guaranties, insurance and other agreements or arrangements
of whatever character from time to time supporting or securing payment of
such Receivable whether pursuant to the Contract related to such Receivable
or otherwise.
"Servicer" means at any time the Person (including the Buyer) then
authorized pursuant to Article 6 to service, administer and collect Pool
Receivables.
"Servicer Daily Report" means a daily report delivered to the Buyer on each
Business Day in substantially the form of Exhibit C hereto pursuant to Section
6.2(g) hereof.
"Servicer Fee" has the meaning assigned to that term in Section 6.6.
"Servicer Monthly Report" means a monthly report substantially in the form
of Exhibit D hereto, which, among other things, will identify and provide an
aging schedule for any and all Pool Receivables of each Seller as of the last
day of the Accounting Period most reasonably completed, duly completed and
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executed by the Servicer and delivered to the Buyer pursuant to Section 6.2(h)
hereof.
"Settlement Date" means as to each Settlement Period, the last day of such
Settlement Period.
"Settlement Period" means a three month period commencing June 15,
September 15, December 15, March 15 during the term hereof, with an initial
period commencing May 14, 1993 to and including June 15, 1993.
"Statement" means, in respect of any Contract, the periodic written notice
to the related Obligor setting forth, without limitation, the previous Account
Balance, any payments, credits, Account Finance Charges, Account Charges, the
new Account Balance.
"Termination Event" has the meaning specified in Section 8.1 hereof.
"Trust Distributions" shall be as defined in Section 2.2(c) hereof.
"Trustee" means initially Fidelity Bank, National Association and any
successor trustee under the Pooling and Servicing Agreement.
"UCC" means the Uniform Commercial Code as from time to time in effect in
the specified jurisdiction.
"Yield" means, for any day, the Certificate Rate then in effect, expressed
as a percentage, provided, that no provision of this Agreement shall require the
payment or permit the collection of Yield in excess of the maximum permitted by
applicable law.
"Yield Reserve" means for the Pool Receivables to be sold by either Seller
on any day the product of (a) the Account Balance of such Pool Receivables as of
such day multiplied by (b) the Yield in effect on such day, multiplied by (c) a
fraction, the numerator of which is the Average Maturity (calculated on the
basis of the Servicer's Monthly Report for the Accounting Period in which such
day occurs) and the denominator of which is 365.
SECTION 1.2 Other Terms. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP. All terms used in Article 9
of the UCC in the Commonwealth
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of Pennsylvania and not specifically defined herein, are used herein as
defined in such Article 9.
ARTICLE 2
AGREEMENT TO SELL AND PURCHASE
SECTION 2.1 Purchase Facility.
(a) Purchase Obligations. Subject to the terms and conditions hereof, each
of the Sellers, severally and for itself alone, agrees to sell, assign and
convey to the Buyer, and the Buyer agrees to purchase and accept from such
Seller (such agreement being referred to herein as the "Purchase Obligation"),
without recourse to such Seller (except as expressly set forth herein), at any
time and from time to time on and after the date hereof to but excluding the
Expiration Date, all of such Seller's right, title and interest in and to the
Pool Receivables originated by such Seller (other than the Contributed
Receivables), together with the Related Security and Collections applicable
thereto.
(b) Making Purchases. All Pool Receivables of each Seller (other than its
Contributed Receivables) and Related Security and Collections with respect
thereto that exist as of the opening of such Seller's business on the Cut-off
Date automatically shall be deemed to have been sold to Buyer on the Closing
Date without further action by any Person. After the Closing Date and until the
Expiration Date, all Pool Receivables and the Related Security and Collections
with respect thereto of each Seller created on or after the Cut-off Date to but
excluding the Expiration Date during such period shall be deemed to have been
sold by such Seller to Buyer pursuant hereto immediately (and without further
action by any Person) upon the creation of such Pool Receivable.
(c) In connection with the foregoing sale, each of the Sellers agrees to
record and file, at its own expense, a financing statement or statements with
respect to the Pool Receivables and the other property described in Section
2.1(a) sold or to be sold by such Seller hereunder meeting the requirements of
applicable state law in such manner and in such jurisdictions as are necessary
to perfect and protect the interests of the Buyer created hereby under the
applicable UCC against all creditors of and purchasers from such Seller, and to
deliver a file-stamped copy of such financing statements or other evidence of
such filings to the Buyer on or prior to the Closing Date.
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(d) In connection with the sales and conveyances hereunder, each of the
Sellers agree, at its own expense, on or prior to the Closing Date, to indicate
in its computer files that an interest in all Pool Receivables and the other
property described in Section 2.1(a) has been conveyed to the Buyer pursuant to
this Agreement as of the Closing Date.
(e) In connection with the sales and conveyances hereunder, each of the
Sellers further agree, at its own expense, on or prior to the Closing Date to
(i) indicate on its books and records (including any computer files) that all
Pool Receivables of such Seller have been sold to the Buyer pursuant to this
Agreement and (ii) deliver to the Buyer a computer file containing a true and
complete list of all such Pool Receivables, specifying for each such Pool
Receivable as of the Cut-off Date, the account number and the account name under
which such Pool Receivable arose and the aggregate Account Balances of the Pool
Receivables arising thereunder. Such file shall be marked as Schedule A hereto
and shall be incorporated into and made a part hereof.
SECTION 2.2 Purchase Price; Payment.
(a) Calculation of Purchase Price. The purchase price for each Pool
Receivable purchased hereunder shall be an amount equal to the Account Balance
of such Pool Receivable on the Cutoff Date (in the case of the Pool Receivables
sold on the Closing Date) or on the day otherwise sold to Buyer hereunder, as
applicable, less the Yield Reserve and the Loss Reserve applicable to such
Receivable.
(b) Payment of Purchase Price. Except as provided in Section 2.3 hereof
with respect to the initial purchase of Pool Receivables on the Closing Date,
the Purchase Price shall be paid by Buyer by delivery of a Buyer Note to each of
the Sellers; and the outstanding principal balance of each Seller's Buyer Note
shall automatically increase upon each sale of a Pool Receivable of such Seller
hereunder to reflect, and in the amount of, the Purchase Price for such Pool
Receivable.
(c) Buyer Notes. The outstanding principal amount of the Buyer Notes from
time to time shall bear interest at the Certificate Rate, which rate shall
change and be reset on each Settlement Date. The accrued interest on, and
principal amount of, the Buyer Notes shall be due and payable as and to the
extent Buyer receives distributions from the Trustee pursuant to the Pooling and
Servicing Agreement ("Trust Distributions"), but in
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any event on or prior to December 31, 1995. The Trust Distributions
received by Buyer and payable to Sellers on the Buyer Notes shall be allocated
between the Buyer Notes to both Sellers based on a ratio equal to the ratio of
the outstanding principal balances of each Buyer Note to the other on the last
day of the immediately preceding Accounting Period, and which ratio shall be
reset on the first day of each Accounting Period; provided, however, that no
payment shall be made on either Buyer Note except to the extent of the principal
balance of, and accrued interest on, such Buyer Note.
SECTION 2.3 Initial Purchase; Capitalization.
(a) Purchase on Closing Date. Buyer shall purchase on the Closing Date all
of the Pool Receivables existing on the Cut-off Date (other than the Contributed
Receivables), which have an aggregate Account Balance of Seventeen Million Two
Hundred and Ninety Three Thousand and Twenty Six Dollars ($17,293,026) and an
aggregate Purchase Price calculated in accordance with Section 2.2(a) hereof, of
Seventeen Million Twenty Three Thousand and Six Hundred and Thirty Seven Dollars
($17,023,637) (the "Purchased Receivables").
(b) Payments at Closing. The Buyer shall pay the Purchase Price for the
Purchased Receivables on the Closing Date in cash, representing Net Proceeds
contemporaneously received by Buyer under the Pooling and Servicing Agreement.
(c) Capital Contribution. All Pool Receivables existing on the Cut-off Date
and not purchased on the Closing Date under Section 2.3(a) hereof shall be
deemed contributed by the Sellers to Buyer as the capital contribution to Buyer
in their capacities as the sole shareholders of Buyer ("Contributed
Receivables").
(d) Allocation. Each Seller will be deemed to have sold such percentage of
the Purchase Receivables and contributed such percentage of the Contributed
Receivables equal to the percentage of the aggregate amount of the Account
Balances of its Pool Receivables on the Cut-off Date bears to the aggregate
amount of the Account Balances of all Pool Receivables on the Cut-off Date.
SECTION 2.4 Termination of the Agreement.
(a) Subject to Section 10.4 hereof, this Agreement shall terminate on the
Expiration Date.
(b) At any time after May 13, 1994, the Sellers shall have the joint (but
not several) right to terminate the Seller's
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Purchase Obligation hereunder upon written notice to Buyer; provided,
however, that no such termination shall affect the sale of Pool Receivables
hereunder prior to such termination or the obligations of the Sellers and
Servicer with respect to such Pool Receivables.
(c) As a condition to the Sellers' right to terminate sales of Pool
Receivables to Buyer hereunder, Sellers shall pay to Buyer an amount equal to
any premium payable by Buyer under Section 12.2 of the Pooling and Servicing
Agreement.
SECTION 2.5 Settlement Procedures.
(a) Servicer Administration. Collection of the Pool Receivables shall be
administered by a Servicer in accordance with the terms of this Agreement. Each
Seller shall provide to the Servicer (if other than such Seller) on a timely
basis all information needed for such administration, including notice of the
occurrence of any Liquidation Day.
(b) Application of Collections. The Servicer shall, on each day on which
Collections of Pool Receivables are received by it, to immediately transfer all
Collections into the Permitted Lock-Box.
SECTION 2.6 Servicer Fee. The Servicer shall be paid a Servicer Fee as set
forth in Section 6.6 hereof.
SECTION 2.7 Payments and Computations, Etc.
(a) Each Seller shall, to the extent permitted by law, pay interest on any
amount not paid or deposited by such Seller (whether as Servicer or otherwise)
when due hereunder, at an interest rate per annum equal to 2% per annum above
the Libor Rate, payable on demand.
(b) All computations of interest under subsection (a) above and all
computations of Yield, fees, and other amounts hereunder shall be made on the
basis of a year of 360 days for the actual number of days elapsed. Whenever any
payment or deposit to be made hereunder shall be due on a day other than a
Business Day, such payment or deposit shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
such payment or deposit.
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ARTICLE 3
CONDITIONS OF PURCHASES
SECTION 3.1 Purchase and Sale Procedures.
(a) General. Each sale of a Pool Receivable hereunder by either Seller
shall transfer ownership to the Buyer of such Pool Receivable, the Related
Security and the Collections with respect thereto, effective (i) as of the
Closing Date for the initial Pool Receivables existing on the Cut-off Date or
(ii) as of any day thereafter as additional Pool Receivables are created by
either Seller, as the case may be.
(b) Assurances. Each Seller shall deliver to Buyer from time to time, upon
request by Buyer, confirmation of the sale, assignment and transfer of the Pool
Receivables to Buyer as is requested by Buyer.
SECTION 3.2 Conditions Precedent to Initial Purchase. The initial purchase
of the Pool Receivable from each Seller under this Agreement is subject to the
conditions precedent that the Buyer shall have received on or before the date of
such purchase the following, each (unless otherwise indicated) dated such date,
in form and substance reasonably satisfactory to the Buyer:
(a) Resolution of Seller. Certified copies of the resolutions of the Board
of Directors of such Seller approving this Agreement and certified copies of all
documents evidencing other necessary corporate action by such Seller and
governmental approvals, if any, with respect to this Agreement.
(b) Resolutions of Servicer. Certified copies of the resolutions of the
Board of Directors of the Servicer approving this Agreement and certified copies
of all documents evidencing other necessary corporate action by the Servicer and
governmental approvals, if any, with respect to this Agreement.
(c) Seller Secretary Certificate. A certificate of the Secretary or
Assistant Secretary of such Seller certifying (i) the names and true signatures
of the officers of such Seller authorized to sign this Agreement and the other
documents to be delivered by such Seller hereunder and, (ii) true and complete
copies of its articles or certificate of incorporation as in effect on such
date.
(d) Servicer Secretary Certificate. A certificate of the secretary or
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Assistant Secretary of the Servicer certifying (i) the names and true signatures
of the officers of the Servicer authorized to sign this Agreement and the other
documents to be delivered by it hereunder and, (ii) true and complete copies of
its articles or certificate of incorporation as in effect on such date.
(e) Financing Statements. Acknowledgment copies of proper financing
statements, duly filed on or before the date of such initial purchase under the
UCC of all jurisdictions that the Buyer may reasonably deem necessary or
desirable in order to perfect the ownership interests of Buyer in the Pool
Receivables contemplated by this Agreement.
(f) UCC Acknowledgement Copies. Acknowledgement copies of proper UCC
financing statements, if any, necessary to release all security interests and
other rights of any Person in the Pool Receivables, Contracts or Related
Security previously granted by such Seller.
(g) Information Requests. Completed requests for information, dated on or
before the date of such initial purchase, listing the UCC financing statements
referred to in subsection (e) above and all other effective UCC financing
statements filed in the jurisdictions referred to in subsection (e) above that
name such Seller as debtor, together with copies of such other UCC financing
statements (none of which shall cover any Pool Receivables, Contracts or Related
Security).
(h) Lock-Box Agreements. Executed copies of Lock-Box Agreements with the
Lock-Box Banks.
(i) Corporate Good Standing. The Buyer shall have received from such Seller
(i) a certificate, dated a recent date relative to the Closing Date as
determined by the Buyer, of the Secretary of State or other similar official as
to its good standing under the laws of its jurisdiction of incorporation, (ii)
certificates, dated a recent date relative to the initial Closing Date as
determined by the Buyer, of the Secretary of State or other similar official of
each jurisdiction in which it conducts business or owns substantial properties
and where the failure to qualify as a foreign corporation would have a material
adverse effect on its business, operations, properties or financial condition,
as to its good standing under the laws of such jurisdictions, and (iii)
certificates, dated a recent date relative to the Closing Date as determined by
the Buyer, of the appropriate state official (A) in such Seller's state of
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incorporation and (B) in any state where such Seller's Chief Executive
Office is located, as to the absence of any tax liens against it under the laws
of such states.
(j) Closing Certificate. The Buyer shall have received from such Seller a
certificate of an officer of such Seller date the initial Closing Date in such
form as to such other matters incident to the transactions contemplated by this
Agreement as the Buyer may reasonably request.
(k) Rating Letter. Copy of the rating letter from Duff confirming the "AA"
rating on the Investor Certificates.
(1) Legal Opinions. Executed copies of the opinions of counsel of Sellers,
in form and substance reasonably acceptable to Buyer, regarding (i) the true
sale nature of this transaction, (ii) the tax status of the Investor
Certificates, (iii) the ability to substantially consolidate the Sellers and the
Buyer in the event of the bankruptcy of the Sellers, and (iv) the validity and
enforceability of this Agreement.
SECTION 3.3 Conditions Precedent to All Purchases. The obligation of the
Buyer to purchase Pool Receivables from either Seller on the Closing Date and
any day after the Closing Date, shall be subject to the further conditions
precedent on each of such dates that:
(a) Representations. The representations and warranties of such Seller and
the Servicer contained in Article 4 are correct on and as of the date of such
purchase as though made on and as of such dated and
(b) No Default. No event has occurred and is continuing, or would result
from such purchase that constitutes a Termination Event or that would constitute
a Termination Event but for the requirement that notice be given or time elapse
or both; and
(c) Approvals. The Buyer shall have received such other approvals, opinions
or documents as it may reasonably request.
SECTION 3.4 Grant of Security Interest. It is the express intent of the
Sellers and the Buyer that the conveyance of the Pool Receivables (and Related
Security and Collections) by the Sellers to the Buyer pursuant to this Agreement
be construed
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as a sale of such Pool Receivables (and Related Security and Collections)
by the Sellers to the Buyer. It is, further, not the intention of the Sellers
and the Buyer that such conveyance be deemed a grant of a security interest in
Pool Receivables by the Sellers to the Buyer to secure a debt or other
obligation of the Sellers. However, in the event that, notwithstanding the
intent of the parties, the Pool Receivables (and Related Security and
Collections) are held to continue to be property of the Sellers, then (i) this
Agreement also shall be deemed to be and hereby is a security agreement within
the meaning of the UCC, and (ii) the conveyance by the Sellers provided for in
this Agreement shall be deemed to be and hereby is a grant by the Sellers to the
Buyer of a security interest in and to all of the Seller's right, title and
interest in, to and under all Pool Receivables (and Related Security and
Collections) and proceeds thereof to secure the rights of Buyer hereunder.
SECTION 3.5 Non Assumption by the Buyer of Obligations. No obligation or
liability of either Seller to any Obligor under any Receivable or Related
Security shall be assumed by the Buyer hereunder and any such assumption is
hereby expressly disclaimed. The Buyer shall be indemnified by each Seller in
accordance with Section 9.1 hereof in respect of any losses, claims, damages,
liabilities, costs or expenses arising out of or incurred in connection with any
Obligor's assertion of such obligation or liability against the Buyer.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
SECTION 4.1 Representations and Warranties of the Sellers. At all times
prior to the Expiration Date, each Seller hereby represents and warrants to
Buyer as to itself as follows:
(a) Organization. Such Seller is a corporation duly incorporated, validly
existing and in good standing under the laws of the jurisdiction set forth in
the preamble to this Agreement, and is duly qualified to do business, and is in
good standing, in every jurisdiction where the nature of its business requires
it to be so qualified, except where the failure to so qualify would not have a
material adverse effect on its business, condition (financial or otherwise),
operations, performance or properties.
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(b) Due Authorization and Execution; No Conflict. The execution, delivery
and performance by such Seller of this Agreement and the other documents to be
delivered by it hereunder, including such Seller's use of the proceeds of sales
of Pool Receivables, are within such Seller's corporate powers, have been duly
authorized by all necessary corporate action, do not contravene (i) such
Seller's Certificate of Incorporation or By-laws, (ii) any law, rule or
regulation applicable to such Seller, (iii) any contractual restriction binding
on or affecting such Seller or its property, or (iv) any order, writ, judgment,
award, injunction or decree binding on or affecting such Seller or its property,
and do not result in or require the creation of any lien, security interest or
other charge or encumbrance upon or with respect to any of its properties,
except as contemplated by this Agreement. This Agreement has been duly executed
and delivered by such Seller.
(c) No Consent. No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body, which
has not been previously taken, is required for the due execution, delivery and
performance by such Seller of this Agreement or any other Transaction Document.
(d) Binding Effect. This Agreement constitutes the legal, valid and binding
obligation of such Seller enforceable against the Seller in accordance with its
terms. When duly executed and delivered by such Seller, each sale of Pool
Receivables will constitute a legal, valid and binding assignment by such Seller
enforceable in accordance with the terms thereof and hereof, which will vest
absolutely and unconditionally in the Buyer a valid ownership interest in such
Pool Receivables. Upon the filing of the necessary financing statements under
the Uniform Commercial Code as in effect in the jurisdiction whose laws govern
the rights of the Buyer in and to such Pool Receivables, the Buyer's ownership
interest in such Pool Receivables, will be perfected under Article Nine of such
UCC.
(e) Financial Statements. The annual consolidated balance sheets of the
Servicer, the Sellers and their subsidiaries as at December 31, 1992, and the
related statements of income and retained earnings of the Servicer, the Sellers
and their subsidiaries for the fiscal year then ended, copies of which have been
furnished to the Buyer, fairly present the financial condition of the Servicer,
the Sellers and their subsidiaries as at such date and the results of operations
of the Servicer, the Sellers and their subsidiaries for the period ended on such
date, all in accordance with GAAP consistently applied.
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(f) No Proceedings. There are no proceedings pending or, to the best
knowledge of each Seller, threatened against each Seller before any court,
regulatory body, administrative agency, or other tribunal or governmental
instrumentality (i) asserting the invalidity of this Agreement, the Pooling and
Servicing Agreement or the Certificates, (ii) seeking to prevent the issuance of
the Certificates or the consummation of any of the transactions contemplated by
this Agreement, the Pooling and Servicing Agreement or the Certificates, (iii)
seeking any determination or ruling that, in the reasonable judgment of the
appropriate Seller, would materially and adversely affect the performance by the
appropriate Seller of its obligations under this Agreement or the Pooling and
Servicing Agreement or (iv) seeking any determination or ruling that would
materially and adversely affect the validity or enforceability of this
Agreement, the Pooling and Servicing Agreement or the Certificates.
(g) Acquisition of Equity. No proceeds of any purchase hereunder will be
used to acquire any equity security of a class which is registered pursuant to
Section 12 of the Securities Exchange Act of 1934.
(h) Ownership of Pool Receivables. Such Seller is the legal and beneficial
owner of all right, title and interest in and to each of the Pool Receivables
originated by it and Related Security; upon each purchase, such Seller shall,
and hereby does, transfer to the Buyer (and the Buyer shall acquire) a valid and
perfected first priority ownership interest in each Pool Receivable originated
by such Seller then existing or thereafter arising and in the Related Security
and Collections with respect thereto. No effective financing statement or other
instrument similar in effect covering any Contract or any Pool Receivable
originated by such Seller or the Related Security or Collections with respect
thereto is on file in any recording office, except those filed in favor of the
Buyer relating to this Agreement and assigned to the Trustee under the Pooling
and Servicing Agreement.
(i) Bona Fide Receivables. Each Pool Receivable is or will be an obligation
of a customer of the Seller arising out of such Seller's past, current or future
performance in accordance with the terms of the Contract giving rise to such
Receivable. The Seller has no knowledge of any fact which should have led it to
expect at the time of the initial creation of an interest in any Pool Receivable
hereunder that such Pool Receivable would not be paid in full when due except
with respect to any Dilution Factor.
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(j) Servicer Reports. Each Servicer Daily Report and each Servicer Monthly
Report (to the extent that information contained therein is supplied by such
Seller or an Affiliate), information, exhibit, financial statement, document,
book, record or report furnished or to be furnished at any time by or on behalf
of such Seller to the Buyer in connection with this Agreement or any other
Transaction Document is or will be accurate in all material respects as of its
date or (except as otherwise disclosed to the Buyer at such time) as of the date
so furnished. In reference to any financial information, the term "material", as
used in this subsection (j), shall mean material in relation to the financial
information so provided.
(k) Principal Place of Business. The principal place of business and chief
executive office of such Seller, and the offices where such Seller keeps its
records concerning the Pool Receivables, are located at the address set forth in
Schedule 4.1(k) hereto or, by notice to the Buyer in accordance with Section
5.1(b), at such other locations in jurisdictions where all actions reasonably
requested by the Buyer to protect and perfect the interest in the Pool
Receivables originated by such Seller have been taken and completed.
(1) Lock-Box Banks. The names and addresses of such Seller's Lock-Box Bank,
together with the account numbers of the Permitted Lock-Box at such Lock-Box
Bank, are specified in Schedule 4.1(1) hereto (or at such other Lock-Box Bank
and/or with such other Permitted Lock-Box notice of which has been given to the
Buyer in accordance herewith).
(m) Current Transactions. Each purchase of a Pool Receivable will
constitute (i) a "current transaction" within the meaning of Section 3(a)(3) of
the Securities Act of 1933, as amended, and (ii) a purchase or other acquisition
of notes, drafts, acceptances, open accounts receivable or other obligations
representing part or all of the sales price of merchandise, insurance or
services within the meaning of Section 3(c)(5) of the Investment Company Act of
1940, as amended.
(n) Eligible Receivables. Each obligation of a customer of the Seller
conveyed pursuant to Section 2.1(a) hereof is on the date of creation of such
obligation a Pool Receivable, and each Pool Receivable classified as an
"Eligible Receivable" by the Seller in any document or report delivered
hereunder will satisfy the requirement of eligibility contained in the
definition of Eligible Receivable at such time.
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(o) Bulk Sales Law. The sales of Pool Receivables hereunder shall not
constitute "bulk transfers" under, or otherwise be subject to, the Uniform
Commercial Code - Bulk Transfers, including Chapter 61 of the Pennsylvania
Uniform Commercial Code, 13 PA C.S.A. ss.6101, et. seq.
(p) Trade Names. The business conducted by such Seller in the United States
within six (6) years prior to and as of the Closing Date has not been conducted
under any corporate, trade or fictitious name other than the names listed on
Schedule 4.1(p) attached hereto.
(q) Solvency. Such Seller is solvent on each date Pool Receivables are
transferred to Buyer hereunder, and the transfer of Pool Receivables on such day
will not be made in contemplation of the occurrence thereof.
(r) Seller Records. The Seller has indicated on its books and records
(including any computer files) that the Pool Receivables of such Seller and
other property transferred by such Seller pursuant to Section 2.1(a) have been
transferred to the Buyer. This Agreement constitutes a valid transfer and
assignment to the Buyer of all right, title and interest of the Seller in and to
the Pool Receivables of such Seller now existing and hereafter created and in
the Related Property and all monies due or to become due with respect thereto,
all proceeds (as defined in the UCC) of each Receivable (other than proceeds (as
defined in the UCC) of repossessed property). Upon the filing of any financing
statements described in Section 3.2(f) and, in the case of the Pool Receivables
hereafter created or transferred to the Buyer and the proceeds thereof (other
than proceeds (as defined in the UCC) of repossessed property), upon the
creation or transfer thereof, the Buyer shall have an ownership interest, and,
to the extent contemplated by Section 9-102(1)(b) of the UCC, a first priority
security interest, in such property; provided, however, that the Seller makes no
representation or warranty with respect to the effect of Section 9-306(4) of the
UCC on the rights of the Buyer to proceeds held by the Seller at the time
insolvency proceedings are instituted by or against the Seller of the
Receivables to which the proceeds relate. Notwithstanding anything to the
contrary in this Agreement, the Buyer shall have no interest in, to or under
proceeds (as defined in the UCC) of repossessed property relating to the
Receivables which are not Pool Receivables.
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(s) Transfer Not Fraudulent. No transfer of Pool Receivables by the Seller
hereunder is fraudulent within the meaning of Section 548(a) of the Bankruptcy
Code of the United States of America.
(t) ERISA. Each employee benefit plan (the "Plans") of, or maintained by
the Servicer on behalf of, the Seller in which any employees of the Seller
participate that is subject to any provision of the Employee Retirement Income
Security Act of 1974 or the Multiemployer Pension Plan Amendments Act of 1980
("ERISA"), is being administrated in accordance with the documents governing the
Plans, and such documents are substantially consistent with the applicable
provisions of ERISA. None of the Plans has incurred any material liability to
the Pension Benefit Guaranty Corporation other than for required insurance
premiums which have been paid when due, or incurred any material "accumulated
funding deficiency," whether or not waived; nor has there been any "reportable
event" which represents a material risk of termination of any such Plan.
(u) Due Qualification. Each Seller is duly qualified to do business and is
in good standing (or is exempt from such requirement) in any state required in
order to conduct its business, and has obtained all necessary licenses and
approvals with respect to each Seller required under applicable law.
(v) No Violation. The execution and delivery of this Agreement and the
other Transaction Documents and the Certificates, the performance of the
transactions contemplated by this Agreement and the other Transaction Documents
and the fulfillment of the terms hereof will not conflict with or violate in any
material respect any Requirements of Law applicable to each Seller.
(w) All Consents Required. All approvals, authorizations, consents, orders
or other actions of any Person or of any governmental body or official required
in connection with the execution and delivery of this Agreement, the Pooling and
Servicing Agreement and the Certificates, the performance of the transactions
contemplated by this Agreement or the Pooling and Servicing Agreement and the
fulfillment of the terms hereof, have been obtained.
(x) Accuracy of Information. All information heretofore or hereafter
delivered to the Buyer concerning the
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transaction described in this Agreement and the other Transaction Documents
is true, accurate and correct.
(y) Tax Returns. All necessary tax returns have been filed on or prior to,
as appropriate, their scheduled or extended due dates.
SECTION 4.2 Representations and Warranties of the Servicer.
(a) The Servicer is a corporation duly incorporated, validly existing and
in good standing under the laws of the Commonwealth of Pennsylvania.
(b) The execution, delivery and performance by the Servicer of this
Agreement are within the Servicer's corporate powers, have been duly authorized
by all necessary corporate action, and do not contravene (i) the Servicer's
charter or bylaws, or (ii) any law, rule or regulation applicable to the
Servicer, or (iii) any contractual restriction binding on or affecting the
Servicer or its property.
(c) No authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required for the
due execution, delivery and performance by the Servicer of this Agreement.
(d) This Agreement is the legal, valid and binding obligation of the
Servicer enforceable against the Servicer in accordance with its terms.
(e) The Servicer (i) is the registered and beneficial owner of at least 51%
of all shares of the issued and outstanding shares of capital stock of each of
the Sellers and (ii) has the power to exercise, directly or indirectly, a
controlling influence on the management or policies of each of the Sellers.
(f) Each Servicer Daily Report and each Servicer Monthly Report furnished
by Servicer to the Buyer in connection with this Agreement is or will be, to the
Servicer's knowledge, without investigation, accurate in all material respects
as of its date or (except as otherwise disclosed to the Buyer at such time) as
of the date so furnished. In reference to any financial calculation or
information, the term "material", as used in this subsection (f), shall mean
material in relation to the financial calculation or information so reported.
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(g) Immediately after the Closing Date, the Servicer will have sufficient
funds or the availability to access funds to pay its outstanding accounts
payable on a timely basis.
ARTICLE 5
COVENANTS
SECTION 5.1 Covenants of the Sellers. Each Seller covenants and agrees that
until all Pool Receivables sold to Buyer hereunder shall have been paid in full
or written-off as uncollectible in accordance with its Credit and Collection
Policy, and all obligations of Seller hereunder shall have been fully paid and
performed:
(a) Compliance with Laws, Etc. Each Seller will comply in all material
respects with all applicable laws, rules, regulations and orders and preserve
and maintain its corporate existence, rights, franchises, qualifications, and
privileges except to the extent that the failure so to comply with such laws,
rules and regulations or the failure so to preserve and maintain such existence,
rights, franchises, qualifications, and privileges would not materially
adversely affect the collectibility of the Receivables Pool or the ability of
such Seller to perform its obligations under this Agreement.
(b) Offices, Records and Books of Account. Each Seller will keep its
principal place of business and chief executive office and the offices where it
keeps its records concerning the Pool Receivables at the addresses of such
Seller set forth in Schedule 4.1(k) hereto or, upon thirty (30) Business Days
prior written notice to the Buyer, at any other locations in a jurisdiction
where all action that is necessary to cause the interest of the Buyer in the
Pool Receivables sold to Buyer hereunder, and the Related Security and
Collections with respect thereto, to be perfected as a first priority interest
shall have been taken. Such Seller also will maintain and implement
administrative and operating procedures (including, without limitation, an
ability to recreate records evidencing Pool Receivables and related Contracts in
the event of the destruction of the originals thereof), and keep and maintain
all documents, books, records and other information reasonably necessary or
advisable for the collection of all Pool Receivables (including, without
limitation, records adequate to permit the daily identification of each Pool
Receivable and all Collections of and adjustments to each existing Pool
Receivable).
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(c) Performance and Compliance with Contracts and Credit and Collection
Policy. Each Seller will, at its expense, timely and fully perform and comply
with all material provisions, covenants and other promises required to be
observed by it under the Contracts related to the Pool Receivables, and timely
and fully comply in all material respects with the Credit and Collection Policy
in regard to each Pool Receivable and the related Contract. Neither Seller will
modify or amend its Credit and Collection Policy with respect to its Pool
Receivables which would materially adversely affect the ability to collect on
its Pool Receivables.
(d) Sales, Liens, Etc. Neither Seller will sell, assign (by operation of
law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien
upon or with respect to, such Seller's interest in any Pool Receivable, Related
Security, related Contract or Collections, or upon or with respect to any
account to which any Collections of any Pool Receivable are sent, or assign any
right to receive income in respect thereof.
(e) Extension or Amendment of Receivables. Except as provided in Section
6.2(c) hereof, neither Seller will extend, amend or otherwise modify the terms
of any Pool Receivable, or amend, modify or waive any term or condition of any
Contract related thereto.
(f) Change in Business or Credit and Collection Policy. Neither Seller will
not make any change in the character of its business or in the Credit and
Collection Policy that would, in either case, materially change the credit
requirements for Obligors generally or materially adversely affect the
collectibility of the Receivables Pool or the ability of such Seller to perform
its obligations under this Agreement.
(g) Audits. Each Seller will, from time to time during regular business
hours as requested by the Buyer, permit the Buyer or its agents or
representatives (i) to examine and make copies of and abstracts from all books,
records and documents (including, without limitation, computer tapes and disks)
in the possession or under the control of such Seller relating to Pool
Receivables and the Related Security, including, without limitation, the related
Contracts, and (ii) to visit the offices and properties of such Seller for the
purpose of examining such materials described in clause (i) above, and to
discuss matters relating to Pool Receivables and the Related Security or such
Seller's performance hereunder or under the
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Contracts with any of the officers or employees of such Seller having
knowledge of such matters.
(h) Change in Payment Instructions to Obligors. Neither Seller will add or
terminate any bank as a Lock-Box Bank from those listed in Schedule 4.1(1)
hereto, or make any change in its instructions to Obligors regarding payments to
be made to such Seller or payments to be made to any Lock-Box Bank, unless the
Buyer shall have received notice of such addition, termination or change and
undated executed copies of Lock-Box Notices to each new Lock-Box Bank.
(i) Deposits to Permitted Lock-Box. Each Seller will deposit, or cause to
be deposited, all Collections of Pool Receivables into Permitted Lock-Box;
provided, however, that if notwithstanding such instructions any Obligor remits
Collections of Pool Receivables directly to a Seller or to an account of a
Seller other than a Permitted Lock-Box, such Seller will hold such Collections
in trust for the Buyer and will deposit or cause to be deposited, within two (2)
Business Days after receipt, such Collections into Permitted Lock-Box. Neither
Seller will deposit or otherwise credit, or cause or permit to be so deposited
or credited, to any Permitted Lock-Box cash or cash proceeds other than
Collections of Pool Receivables.
(j) Reporting Requirements. Each Seller will provide to the Buyer the
following:
(i) as soon as available and in any event within 45 days after the end
of each of the first three quarters of each fiscal year of such Seller,
balance sheets of such Seller and its subsidiaries as of the end of such
quarter and statements of income and retained earnings of such Seller and
its subsidiaries for the period commencing at the end of the previous
fiscal year and ending with the end of such quarter, certified by a senior
financial officer of such Seller; provided, however, that if such Seller's
financial statements are consolidated in the financial statements of its
parent corporation, then this requirement will be deemed satisfied by
delivery of such parent corporation's financial statements in the form
required by this subsection);
(ii) as soon as available and in any event within 90 days after the
end of each fiscal year of such Seller, a copy of the annual report for
such year for such Seller and its subsidiaries, containing financial
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statements for such year certified in a manner acceptable to the Buyer by
Arthur Anderson & Company or other independent public accountants
reasonably acceptable to the Buyer and the Trustee; provided, however, if
such Seller's financial statements are consolidated in the financial
statements of the Servicer, then this requirement will be deemed satisfied
by delivery of the Servicer's financial statements in the form required by
this subsection;
(iii) as soon as possible and in any event within five (5) days after
the occurrence of each Termination Event or event which, with the giving of
notice or lapse of time, or both, would constitute an Termination Event, a
statement of a senior financial officer of such Seller setting forth
details of such Termination Event or event and the action that such Seller
has taken and proposes to take with respect thereto;
(iv) promptly after the sending or filing thereof, copies of all
reports that such Seller sends to any of its security holders and copies of
all reports and registration statements that the Seller files with the
Securities and Exchange Commission or any United States securities
exchange;
(v) promptly after the filing or receiving thereof, copies of all
reports and notices that such Seller or any Affiliate files under ERISA
with the Internal Revenue Service or the Pension Benefit Guaranty
Corporation or the U.S. Department of Labor or that such Seller or any
Affiliate (including the Servicer) receives from any of the foregoing or
from any multiemployer plan (within the meaning of Section 4001(a)(3) of
ERISA) to which such Seller or any Affiliate is or was, within the
preceding five years, a contributing employer, in each case in respect of
the assessment of withdrawal liability or an event or condition which
could, in the aggregate, result in the imposition of liability on such
Seller or any Affiliate in excess of $1,000,000;
(vi) at least thirty (30) Business Days prior to any change in such
Seller's name, a notice setting forth the new name and the effective date
thereof) and
(vii) such other information respecting the Pool Receivables or the
condition or operations, financial
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or otherwise, of such Seller or any of its subsidiaries as the Buyer may
from time to time reasonably request.
(k) Insurance. Each Seller shall maintain or cause to be maintained
insurance with respect to its business and operations with insurance companies
against such hazards and in such amounts as are substantially equivalent to the
insurance which was maintained by or for the benefit of such Seller on the
Closing Date; provided, that Seller may reduce the aggregate amount of any
existing general liability coverage to not less than Fifty Million Dollars
($50,000,000).
(1) Liens. Except for the conveyances hereunder, neither Seller will sell,
pledge, assign (by operation of law or otherwise) or otherwise dispose of, or
grant, create, incur, assume or permit to exist any Lien upon or with respect to
any Pool Receivable or Related Security, or any interest therein, or assign any
right to receive income from or in respect of any of the foregoing, and each
Seller shall defend the right, title and interest of the Buyer in, to and under
the Pool Receivables whether now existing or hereafter created, against all
claims of third parties claiming through or under such Seller.
(m) Receivables to be Accounts. Each Seller will take no action to cause
any Receivable to be evidenced by any instrument (as defined in the UCC as in
effect in any applicable jurisdiction). Each Receivable shall be payable
pursuant to a Contract which does not create a Lien on any goods purchased
thereunder. Each Seller will take no action to cause any Receivable to be
anything other than an "account" or the "proceeds" thereof for purposes of the
UCC as in effect in any applicable jurisdiction.
(n) Notice of Adverse Claims. Each Seller shall notify the Trustee and the
Investor Certificate holder Representative after becoming aware of any Lien on
any Receivable.
(o) Information Provided to Rating Agency. Each Seller will use its best
efforts to cause all information provided to the Rating Agency pursuant to this
Agreement and the other Transaction Documents or in connection with any action
required or permitted to be taken under this Agreement and the other Transaction
Documents to be complete and accurate in all material respects.
(p) Compliance with Laws, etc. Each Seller will comply in all material
respects with all applicable laws, rules, regulations, judgments, decrees and
orders (including, without
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limitation, those relating to the Receivables, the Related Security and the
related contracts and any other agreements related thereto).
(q) Change in Name. Each Seller will not change its corporate name or the
name under or by which it does business, unless the appropriate Seller shall
have given the Servicer and the Trustee prior written notice thereof and, within
twenty-one (21) days after any such change in name, the appropriate Seller shall
file (or cause to be filed) such financing statements or amendments as may be
necessary to continue the perfection of the Buyer's security interest in the
Receivables, the Related Security and the proceeds thereof.
(r) Preservation of Corporate Existence. Each Seller shall take all actions
necessary to maintain its current status as a corporation in good standing under
the laws of the State of Delaware.
(s) Future Contracts. Each Seller shall use all reasonable efforts to
insert a clause in the future Contracts with Obligors waiving the offset rights
of each such Obligor.
SECTION 5.2 Buyer Covenant regarding Sale Treatment. The Buyer agrees to
treat this conveyance for all purposes (including, without limitation, tax and
financial accounting purposes) as a sale on all relevant books, records, tax
returns, financial statements and other applicable documents, except to the
extent such conveyance is made in the form of a capital contribution pursuant to
Section 2.3.
SECTION 5.3 Servicer Covenants.
(a) Certain Documentation. The Servicer shall hold in trust for the account
of the Buyer (to the extent of its interest therein) any document evidencing or
securing a Pool Receivable and the related Contract, other than instruments (as
such term is used in the UCC), if any, that shall have been delivered to the
Buyer hereunder. Such holding in trust by the Servicer shall be deemed to be the
holding thereof by the Buyer for purposes of perfecting the Buyer's rights
therein as provided in the UCC. The Servicer shall, upon the Buyer's request,
deliver to the Buyer any document held by the Servicer in trust hereunder.
(b) No Rescission or Cancellation. The Servicer shall not permit any
rescission or cancellation of a Pool Receivable or a related Contract except (i)
as ordered by a court of competent jurisdiction or other governmental authority
or (ii) in the
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ordinary course of business or in accordance with the Credit and Collection
Policy.
(c) Financial Statements. Servicer shall provide to the Buyer as soon as
possible, in any event not later than the last day of the following Accounting
Period, a consolidated balance sheet of the Servicer and its subsidiaries as of
the end of each Accounting Period and statements of income of the Servicer and
its subsidiaries for such Accounting Period, certified by the chief financial
officer of the Servicer.
(d) Payables Aging System. The Servicer shall use its best efforts to
create a payables aging system to determine the aging of its accounts payable on
a monthly basis.
(e) Status Reports. The Servicer shall provide a written report to Buyer,
on a quarterly basis, the status of the Servicer's implementation of the
recommendations contained in the management letter of Arthur Anderson & Co.
dated June 11, 1993 to the Servicer with respect to revenue, accounts receivable
and cash application, including a copy of quarterly supplemental report of
Arthur Anderson & Co. as to such implementation.
ARTICLE 6
ADMINISTRATION AND COLLECTION
SECTION 6.1 Designation of Servicer.
(a) Designation. The administration and collection of the Pool Receivables
shall be conducted by the Servicer so designated from time to time in accordance
with this Section 6.1. Chemical Leaman Corporation is hereby designated as, and
hereby agrees to perform the duties and obligations of, the Servicer pursuant to
the terms of this Agreement. The Servicer or any successor Servicer may be
replaced and a new Person (including the Buyer) designated as the successor
Servicer, if such Person shall consent and agree to be bound by the terms hereof
(i) by the Buyer at any time after the occurrence of a Termination Event or (ii)
at the election of the Buyer at any time, by any successor Servicer appointed
under and pursuant to the Pooling and Servicing Agreement.
(b) Subcontract. The Servicer may, with the prior consent of the Buyer,
subcontract with any other Person for the administration and collection of the
Pool Receivables. Any such subcontract shall not affect the Servicer's liability
for
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performance of its duties and obligations pursuant to the terms hereof.
SECTION 6.2 Duties of Servicer.
(a) General Administration. The Servicer shall take or cause to be taken
all such actions as may be necessary or advisable to collect each Pool
Receivable from time to time, all in accordance with applicable laws, rules and
regulations, with reasonable care and diligence, and in accordance with the
Credit and Collection Policy. The Sellers and the Buyer hereby appoint the
Servicer, from time to time designated pursuant to Section 6.1 hereof, as agent
for themselves, to enforce their respective rights and interests in the Pool
Receivables, the Related Security and the related Contracts.
(b) Collection Administration. The Servicer shall administer the
Collections in accordance with the procedures described herein and in Section
2.5 hereof. The Servicer shall set aside and automatically transfer to the
Buyer, for the account of each Seller, the Collections of Pool Receivables
originated by such Seller in accordance with Section 2.5 hereof.
(c) Receivable Adjustment. If no Termination Event or event that but for
notice or lapse of time or both would constitute a Termination Event shall have
occurred and be continuing, the Servicer, may, with the consent of the relevant
Seller, in accordance with the Credit and Collection Policy, extend the maturity
or adjust the Account Balance of any Pool Receivable as the Servicer deems
appropriate to maximize collections thereof.
(d) Documentation. The Servicer shall hold in trust and legend
appropriately for the relevant Seller and the Buyer, in accordance with their
respective interests, all computer tapes or disks and other documents or
instruments that evidence or relate to Pool Receivables.
(e) Application of Proceeds. The Servicer shall as soon as practicable
following receipt turn over to the relevant Seller any cash collections or other
cash proceeds received with respect to Receivables not constituting Pool
Receivables.
(f) Calculation of Collection. The Servicer shall from time to time at the
request of the Buyer, furnish to the Buyer (promptly after any such request) a
calculation of the amounts deposited into the Permitted Lock-Box pursuant to
Section 2.5(b) hereof.
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(g) Daily Reports. On each Business Day, the Servicer shall deliver to
Buyer a Servicer Daily Report setting forth the aggregate Purchase Price of Pool
Receivables generated on the preceding Business Day and the aggregate Repurchase
Price of Pool Receivables to be repurchased on such Business Day pursuant to
Section 7.1 hereof.
(h) Monthly Reports. On or prior to the twentieth (20th) calendar day
following the end of the immediately preceding Accounting Period, the Servicer
shall prepare and forward to the Buyer a Servicer Monthly Report relating to a
listing by Obligor of all Pool Receivable originated by each Seller outstanding
on such last day of the preceding Accounting Period, together with an analysis
of the aging of such Pool Receivables by Obligor and such additional information
as may be reasonably requested by the Buyer, except that the calculation of the
Fixed Charge Ratio and the consolidated shareholder's equity shall be shown on a
supplemental report from the Servicer to the Buyer on or before the twenty-fifth
calendar day following the end of the immediately preceding Accounting Period.
SECTION 6.3 Rights of the Buyer.
(a) Each Seller hereby transfers to the Buyer, pursuant to the Lock-Box
Agreements, the exclusive ownership and control of the Permitted Lock-Box to
which the Obligors of Pool Receivables originated by such Seller shall make
payments. Each Seller shall take any actions reasonably requested by the Buyer
to further evidence and effect such transfer.
(b) At any time, upon five (5) Business Days' prior written notice to the
Sellers and the Servicer or after the occurrence of and during the continuance
of any Termination Event:
(i) The Buyer may direct the Obligors of Pool Receivables that all
payments thereunder be made directly to the Buyer or its designee.
(ii) Each Seller shall, at the Buyer's request and at such Seller's
expense, notify each Obligor of Pool Receivables originated by such Seller
of the ownership rights of Buyer under this Agreement and direct that
payments be made directly to the Buyer or its designee.
(iii) Each Seller shall, at the Buyer's request and at such Seller's
expense, (A) assemble all of the
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documents, instruments and other records (including, without limitation,
computer tapes and disks) that evidence or relate to the Pool Receivables,
and the related Contracts and Related Security, or that are otherwise
necessary or desirable to collect the Pool Receivables, and shall make the
same available to the Buyer at a place selected by the Buyer or its
designee, and (B) segregate all cash, checks and other instruments received
by it from time to time constituting Collections of Pool Receivables in a
manner acceptable to the Buyer and, promptly upon receipt, remit all such
cash, checks and instruments, duly indorsed or with duly executed
instruments of transfer, to the Buyer or its designee.
(iv) Each Seller authorizes the Buyer to take any and all steps in the
Seller's name and on behalf of such Seller that are necessary or desirable,
in the determination of the Buyer, to collect amounts due under the Pool
Receivables of such Seller, including, without limitation, indorsing such
Seller's name on checks and other instruments representing Collections of
Pool Receivables and enforcing the Pool Receivables and the Related
Security and related Contracts.
SECTION 6.4 Responsibilities of the Sellers. Anything herein to the
contrary notwithstanding:
(a) Each Seller shall perform its obligations under the Contracts related
to the Pool Receivables originated by it to the same extent as if such Pool
Receivables had not been sold, and the exercise by the Buyer of its rights
hereunder shall not release the Servicer or either Seller from any of their
respective duties or obligations with respect to any Pool Receivables or under
the related Contracts; and
(b) The Buyer shall not have any obligation or liability with respect to
any Pool Receivables or related Contracts, nor shall it be obligated to perform
the obligations of the relevant Seller thereunder.
SECTION 6.5 Further Actions Evidencing Purchases.
(a) Each Seller agrees from time to time, at its expense, to promptly
execute and deliver all further instruments and documents, and to take all
further actions, that may be necessary or desirable, or that the Buyer may
reasonably request, to perfect, protect or more fully evidence the purchase of
the
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Pool Receivables by Buyer hereunder, or to enable the Buyer or the Servicer
to exercise and enforce its rights and remedies hereunder. Without limiting the
foregoing, each Seller will upon the request of the Buyer (i) execute and file
such financing or continuation statements, or amendments thereto, and such other
instruments and documents, that may be necessary or desirable, or that the Buyer
may reasonably request, to perfect, protect or evidence the sale of the Pool
Receivables to Buyer; (ii) mark its master data processing records evidencing
such Pool Receivables and related Contracts with such a legend; or (iii) after
the occurrence and continuance of any Termination Event, mark conspicuously each
invoice evidencing each Pool Receivable of such Seller and the related Contract
with a legend, reasonably acceptable to the Buyer, evidencing that they have
been sold.
(b) Each Seller authorizes the Buyer to file financing or continuation
statements, and amendments thereto, relating to the Pool Receivables originated
by such Seller and the Related Security, the related Contracts and the
Collections with respect thereto without the signature of such Seller where
permitted by law. A photocopy or other reproduction of this Agreement shall be
sufficient as a financing statement where permitted by law.
(c) If the Servicer fails to perform any of its obligations hereunder, the
Buyer may (but shall not be required to) itself perform, or cause performance
of, such obligation; and the Buyer's costs and expenses incurred in connection
therewith shall be payable by the Sellers (if the Servicer that fails to so
perform is Chemical Leaman Corporation or its designee) as provided in Section
8.2 or Section 10.5, as applicable.
SECTION 6.6 Servicer Fee. The Buyer shall pay Servicer for each Settlement
Period a collection agent fee (the "Servicer Fee") of .03125% of all Pool
Receivables collected during such Settlement Period, calculated based on the
Servicer Monthly Reports. The Servicer Fee shall be payable only from
Collections, and Buyer shall be entitled to a credit against any Servicer Fee
payable hereunder equal to the amount of any Servicer Fee payable under the
Pooling and Servicing Agreement for the same period.
SECTION 6.7 Conflict. To the extent the duties and rights of the Servicer
hereunder conflict with the rights and duties of the Servicer under the Pooling
and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall
control so long as any Investor Certificate shall be outstanding.
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<PAGE>
ARTICLE 7
PURCHASE PRICE ADJUSTMENT
SECTION 7.1 Adjustment of Purchase Price. If (i) a Seller's representation
under Sections 4.1(h), (i), (j), (n) and (r) hereof regarding a Pool Receivable
purchased by Buyer hereunder is breached, (ii) a Seller shall breach its
covenant in Section 5.1(1) hereof regarding a Pool Receivable purchased by Buyer
hereunder, or (iii) the principal amount of a Pool Receivable purchased by Buyer
hereunder is reduced in whole or in part by or as a result of a Dilution Event,
such Seller shall be deemed to have received on the date of such determination a
Collection of such Receivable in an amount equal to the unpaid balance of such
Pool Receivable, in the case of such breach, and in the amount of such
reduction, in the case of such Dilution Event (herein the sum of all such
amounts for such Seller on any day being collectively called the "Purchase Price
Adjustment"), and such Seller shall pay the amount of the Purchase Price
Adjustment for such Seller in the manner provided for in Section 7.2 hereof.
SECTION 7.2 Adjustment to Notes. The Purchase Price Adjustment on any day
shall be paid on such day made by an automatic reduction of the Buyer Note to
such Seller in the amount of the Purchase Price Adjustment, and if the principal
balance of the Buyer Note to such Seller is less than such Purchase Price
Adjustment and the Seller Percentage is less than the Required Minimum Seller
Percentage under the Pooling and Servicing Agreement on such day, such
deficiency shall be immediately paid in immediately available funds by the
Seller to Buyer by deposit to the Permitted Lock-Box.
SECTION 7.3 Readjustment. If all or any portion of any Pool Receivable, the
Purchase Price for which has been adjusted in accordance with clause (i) of
Section 7.1 hereof, has been collected and received by Buyer, then the Purchase
Price in such amount shall be automatically reinstated and the applicable Buyer
Note automatically increased by an amount equal to the lesser of (x) the amount
of the Purchase Price Adjustment therefor and (y) the amount so collected and
received.
SECTION 7.4 Obligations Not Affected. The obligations of each Seller to the
Buyer under this Article 7 shall not be affected by any invalidity, illegality
or irregularity of any Receivable, the related Contract or the sale thereof,
except and to the extent that any such invalidity, illegality or
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irregularity is caused solely by the gross negligence or willful misconduct
of the Buyer.
ARTICLE 8
TERMINATION
SECTION 8.1 Termination Events. Any of the following events shall be deemed
to be a Termination Event:
(a) The Servicer (if appointed by Sellers) (i) shall fail to perform or
observe any material term, covenant or agreement hereunder other than as
referred to in clause (ii) of this subsection (a) and such failure shall remain
unremedied for ten (10) Business Days after notice thereof is given, or (ii)
shall fail to make when due any material payment or deposit to be made by it
hereunder; or
(b) Either Seller shall fail (i) to transfer to the Buyer when properly
requested any rights pursuant hereto which the Seller then has as servicer, or
(ii) to make any payment required under Section 2.5 hereof; or
(c) Any representation or warranty made by either Seller (or any of their
respective officers) under or in connection herewith or any information or
report delivered by any Seller pursuant hereto shall prove to have been
incorrect or untrue in any material respect when made or deemed made or
delivered; or
(d) Either Seller or the Servicer (if appointed by Seller) shall fail to
perform or observe any material term, covenant or agreement contained herein on
its part to be performed or observed and any such failure shall remain
unremedied for thirty (30) days after written notice thereof shall have been
given to the Sellers and the Servicer by the Buyer; or
(e) Any purchase pursuant hereto shall for any reason (other than pursuant
to the terms hereof) cease to create, a valid and perfected first priority
ownership interest in each applicable Pool Receivable and the Related Security
and Collections with respect thereto; or
(f) Either Seller or the Servicer shall make a general assignment for the
benefit of creditors) or any proceeding shall be instituted by or against any
Seller or the Servicer seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation,
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<PAGE>
winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, custodian or other similar
official for it or for any substantial part of its property and, in the case of
any such proceeding instituted against it (but not instituted by it), either
such proceeding shall remain undismissed or unstayed for a period of sixty (60)
days, or any of the actions sought in such proceeding (including an order for
relief against, or the appointment of a receiver, trustee, custodian or other
similar official for, it or for any substantial part of its property) shall
occur; or either Seller or the Servicer shall take any corporate action to
authorize any of the actions set forth above in this subsection (f); or
(g) A Termination Event shall be declared or occur automatically, as
applicable under the Pooling and Servicing Agreement.
SECTION 8.2 Consequences of a Termination Event.
(a) If a Termination Event specified in Section 8.1 hereof shall occur and
be continuing, the Buyer may, by notice to the Sellers, terminate its Purchase
Obligation hereunder; provided that, in the case of a Termination Event under
Section 8.1(f), such Purchase Obligation shall be automatically terminated
without any action on the part of the Buyer.
(b) Upon any termination of the Buyer's obligation to purchase additional
Pool Receivables pursuant to this Section 8.2, the Buyer shall have, in addition
to all rights and remedies under this Agreement or otherwise, all other rights
and remedies provided under the UCC of the applicable jurisdiction and under
other applicable laws, which rights shall be cumulative.
(c) The parties hereto acknowledge that this Agreement is, and is intended
to be, a contract to extend financial accommodations to the Seller within the
meaning of Section 365(e)(2)(B) of the Federal Bankruptcy Code (11 U.S.C. ss.365
(e)(2)(B)) (or any amended or successor provision thereof or any amended or
successor code).
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<PAGE>
ARTICLE 9
INDEMNIFICATION
SECTION 9.1 Indemnities by the Sellers. Without limiting any other rights
that the Buyer or any Affiliate thereof (each, an "Indemnified Party") may have
hereunder or under applicable law, the Sellers hereby agree to indemnify each
Indemnified Party from and against any and all claims, losses and liabilities
(including reasonable attorneys' fees) (all of the foregoing being collectively
referred to as "Indemnified Amounts") arising out of or resulting from this
Agreement, the transactions contemplated hereby or the use of proceeds of
purchases of any Pool Receivable or any Contract, expressly excluding, however,
(a) Indemnified Amounts to the extent resulting from gross negligence or willful
misconduct on the part of such Indemnified Party, or (b) recourse (except as
otherwise specifically provided in this Agreement) for uncollectible
Receivables, or (c) any income taxes incurred by such Indemnified Party arising
out of or as a result of this Agreement or the ownership of Pool Receivable or
in respect of any Receivable or any Contract. Without limiting or being limited
by the foregoing, the Sellers shall pay on demand to each Indemnified Party any
and all amounts necessary to indemnify such Indemnified Party from and against
any and all Indemnified Amounts relating to or resulting from any of the
following:
(i) the sale of any Eligible Receivable which is not at the date of
the creation of Buyer's interest therein an Eligible Receivable;
(ii) reliance on any representation or warranty or statement made or
deemed made by the Sellers or the Servicer (or any of their respective
officers) under or in connection with this Agreement (which shall have been
incorrect in any material respect when made;
(iii) the failure by the Sellers to comply with any applicable law,
rule or regulation with respect to any Pool Receivable or the related
Contract; or the failure of any Pool Receivable or the related Contract to
conform to any such applicable law, rule or regulation;
(iv) the failure to vest in the Buyer an ownership interest in the
Receivables in, or purporting to be in, the Receivables Pool and the
Related Security and Collections in respect thereof, free and clear of any
Lien;
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<PAGE>
(v) the failure to have filed, or any delay in filing, financing
statements or other similar instruments or documents under the UCC of any
applicable jurisdiction or other applicable laws with respect to any
Receivables in, or purporting to be in, the Receivables Pool and the
Related Security and Collections in respect thereof, whether at the time of
any purchase or at any subsequent time;
(vi) any dispute, claim, offset or defense (other than discharge in
bankruptcy of the Obligor) of the Obligor to the payment of any Receivable
in, or purporting to be in, the Receivables Pool (including, without
limitation, a defense based on such Receivable or the related Contract not
being a legal, valid and binding obligation of such Obligor enforceable
against it in accordance with its terms), or any other claim resulting from
the sale of the merchandise or services related to such Receivable or the
furnishing or failure to furnish such merchandise or services;
(vii) any failure of the Servicer or either of the Sellers, as
Servicer or otherwise, to perform its duties or obligations in accordance
with the provisions of this Agreement;
(viii) the commingling of Collections of Pool Receivables at any time
with other funds) or
(ix) any action or omission by either Seller, whether as Servicer or
otherwise, reducing or impairing the rights of the Buyer with respect to
any Pool Receivable or the value of any Pool Receivable.
ARTICLE 10
MISCELLANEOUS
SECTION 10.1 Amendments, Etc. No amendment or waiver of any provision of
this Agreement or consent to any departure by the Sellers therefrom shall be
effective unless in a writing signed by the Buyer, and then such amendment,
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given. No failure on the part of the Buyer to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof) nor shall any single
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<PAGE>
or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right.
SECTION 10.2 Notices, Etc. All notices and other communications hereunder
shall, unless otherwise stated herein, be in writing (including facsimile
communication) and sent by any national overnight delivery service, by telecopy
if sender retains proof of telecopy, or delivered, to each party hereto, at its
address set forth below or at such other address as shall be designated by such
party in a written notice to the other parties hereto:
If to Sellers: Chemical Leaman Tank Lines, Inc.
102 Pickering Way
Lionville, Pennsylvania 19341
Attention: President
Facsimile No.: (215) 363-4251
and
Quala Systems, Inc.
102 Pickering Way
Lionville, Pennsylvania 19341
Attention: President
Facsimile No.: (215) 363-4281
With a required copy to: Chemical Leaman Corporation
102 Pickering Way
Lionville, Pennsylvania 19341
Attention: Legal Department
With a required copy to: Fidelity Bank, National Association
The Fidelity Building
123 South Broad Street
Philadelphia, Pennsylvania 19109
Attention: Corporate Trust Department
If to Servicer: Chemical Leaman Corporation
102 Pickering Way
Lionville, Pennsylvania 19341
Attention: Chief Financial Officer
Facsimile No.: (215) 363-4251
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<PAGE>
If to Buyer: Pickering Way Funding Corp.
102 Pickering Way
Lionville, Pennsylvania 19341
Attention: President
Notices and communications by (i) facsimile shall be effective when sent if
a copy of such facsimile, together with proof of such telecopying, is sent by
first class U.S. mail, promptly thereafter to the recipient of such facsimile,
(ii) by national overnight delivery service shall be effective the next Business
Day; and (iii) notices and communications sent by other means shall be effective
when received.
SECTION 10.3 Assignment.
(a) This Agreement and the Buyer's rights and obligations herein (including
ownership of each Pool Receivable) shall be assignable by the Buyer and its
successors and assigns. The term "Buyer" shall include any owner by assignment
or otherwise of a Pool Receivable. Neither the Sellers nor the Servicer may
assign their respective rights hereunder or any interest herein without the
prior written consent of the Buyer.
(b) Sellers acknowledge that Buyer has, pursuant to the Pooling and
Servicing Agreement, transferred the Pool Receivables to the Trustee and
assigned its rights hereunder to the Trustee for the benefit of the Certificate-
holders as set forth in the Pooling and Servicing Agreement; and no further
assignment may be made by either Seller hereunder so long as any Investor
Certificates are outstanding under the Pooling and Servicing Agreement. All
notices to, and rights of, the Buyer hereunder shall be given to, and exercised
solely by, the Trustee, until the expiration of the Revolving Period under the
Pooling and Servicing Agreement.
SECTION 10.4 Survival. The obligations and duties of the Servicer and the
Sellers hereunder (except its obligations to sell Pool Receivables under Section
2.1 hereunder) shall survive any termination of this Agreement so long as any
Investor Certificates are outstanding under the Pooling and Servicing Agreement.
SECTION 10.5 Costs, Expenses and Taxes.
(a) In addition to the rights of indemnification granted under Section 9.1
hereof, the Sellers agree to pay on demand all costs and expenses in connection
with the preparation,
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<PAGE>
execution, delivery and administration (including periodic auditing of Pool
Receivables) of this Agreement and the other documents and agreements to be
delivered hereunder, including, without limitation, (i) the reasonable fees of
counsel for the Buyer with respect to the preparation, execution and delivery of
this Agreement, and the other documents and agreements to be delivered
hereunder; and all reasonable out-of-pocket expenses of counsel for the Buyer
with respect to the foregoing; (ii) the reasonable fees and out-of-pocket
expenses of counsel for the Buyer with respect to administration of this
Agreement, including, without limitation, advising the Buyer as to its rights
and remedies hereunder and (iii) all costs and expenses, if any (including
reasonable counsel fees and expenses), in connection with the enforcement or
amendment of this Agreement and the other documents and agreements to be
delivered hereunder.
(b) In addition, the Sellers shall pay (i) any and all costs and expenses
of any issuing and paying agent or other Person responsible for the
administration of the Buyer's commercial paper program in connection with the
preparation, completion, issuance, delivery or payment of commercial paper notes
issued to fund the purchase or maintenance of any Pool Receivable, and (ii) any
and all stamp and other taxes and fees payable in connection with the execution,
delivery, filing and recording of this Agreement or the other documents or
agreements to be delivered hereunder, and agrees to save each Indemnified Party
harmless from and against any liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes and fees.
SECTION 10.6 No Proceedings. The Sellers and the Servicer each hereby
agrees that it will not institute against the Buyer any proceeding of the type
referred to in Section 8.1(f) so long as any Investor Certificate issued under
the Pooling and Servicing Agreement shall be outstanding or there shall not have
elapsed one year plus one day since the last day on which any such Investor
Certificates shall have been outstanding.
SECTION 10.7 Holidays. Except as may be provided in this Agreement to the
contrary, if any payment due hereunder shall be due on a day which is not a
Business Day, such payment shall instead be due the next following Business Day.
SECTION 10.8 No Implied Waiver; Cumulative Remedies. No course of dealing
and no delay or failure of the Buyer in exercising any right, power or privilege
under this Agreement shall affect any other or future exercise thereof or the
exercise
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<PAGE>
of any other right, power or privilege; nor shall any single or partial
exercise of any such right, power or privilege or any abandonment or
discontinuance of steps to enforce such a right, power or privilege preclude any
further exercise thereof or of any other right, power or privilege. The rights
and remedies of the Buyer under this Agreement Document are cumulative and not
exclusive of any rights or remedies which the Buyer would otherwise have.
SECTION 10.9 No Discharge. The obligations of the Sellers under this
Agreement shall be absolute and unconditional and shall remain in full force and
effect without regard to, and shall not be released, discharged or in any way
affected by (a) any exercise or nonexercise of any right, remedy, power or
privilege under or in respect of this Agreement or applicable law, including,
without limitation, any failure to set-off or release in whole or in part by the
Buyer of any balance of any deposit account or credit on its books in favor of
the Sellers or any waiver, consent, extension, indulgence or other action or
inaction in respect of any thereof, or (b) any other act or thing or omission or
delay to do any other act or thing which would operate as a discharge of the
Seller as a matter of law.
SECTION 10.10 Severability. The provisions of this Agreement are intended
to be severable. If any provision of this Agreement shall be held invalid or
unenforceable in whole or in part in any jurisdiction, such provision shall, as
to such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or enforceability
of such provision in any other jurisdiction or the remaining provisions hereof
in any jurisdiction.
SECTION 10.11 Governing Law. THIS AGREEMENT AND THE BUYER NOTES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA (EXCEPT FOR SECTION 9-103 OF THE UNIFORM COMMERCIAL CODE),
EXCLUDING ITS CONFLICT OF LAWS RULES. The Sellers hereby consent to the
jurisdiction of the courts of the Commonwealth of Pennsylvania and the courts of
the United States located in the Commonwealth of Pennsylvania for the purpose of
adjudicating any claim or controversy arising in connection with this Agreement,
and for such purpose, to the extent it may lawfully do so, waives any objection
to such jurisdiction or to venue therein.
SECTION 10.12 Prior Understandings.
(a) This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and
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<PAGE>
supersedes all prior understandings and agreements, whether written or
oral.
(b) To the extent that provision of this Agreement conflicts with any
provision of the Pooling and Servicing Agreement, the provisions of the Pooling
and Servicing Agreement shall govern.
SECTION 10.13 Set-off. In case a Termination Event shall occur and be
continuing, the Buyer and, to the fullest extent permitted by law, the holder of
any assignment of the Buyer's rights hereunder, shall each have the right, in
addition to all other rights and remedies available to it, without notice to the
Sellers, to set-off against and to appropriate and apply to any amount owing by
the Sellers hereunder which has become due and payable, any debt owing to, and
any other funds held in any manner for the account of, the Sellers by the Buyer
or by any holder of any assignment, including, without limitation, all funds in
all deposit accounts (whether time or demand, general or special, provisionally
credited or finally credited, or otherwise) now or hereafter maintained by the
Sellers with the Buyer or any holder of any assignment. Such right shall exist
whether or not such debt owing to, or funds held for the account of either of
the Sellers is or are matured other than by operation of this Section 10.13 and
regardless of the existence or adequacy of any collateral, guaranty or any other
security, right or remedy available to the Buyer or any holder. Nothing in this
Agreement shall be deemed a waiver or prohibition or restriction of the Buyer's
or any holder's rights of set-off or other rights under applicable Law.
SECTION 10.14 Execution in Counterparts. This Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and all of which when taken together shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page of this
Agreement by facsimile shall be effective as delivery of a manually executed
counterpart of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective officers "hereunto duly authorized, as of the date first
above written.
ATTEST: CHEMICAL LEAMAN TANK LINES, INC.
By: /s/ [Illegible]
- ------------------------------ -------------------------------
(Assistant) Secretary (Vice) President
ATTEST: QUALA SYSTEMS, INC.
By: /s/ [Illegible]
- ------------------------------ -------------------------------
(Assistant) Secretary (Vice) President
ATTEST: CHEMICAL LEAMAN CORPORATION
By: /s/ Charles E. Fernald
- ------------------------------ -------------------------------
(Assistant) Secretary (Vice) President
ATTEST: PICKERING WAY FUNDING CORP.
By: /s/ Charles E. Fernald
- ------------------------------ -------------------------------
(Assistant) Secretary (Vice) President
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<PAGE>
SCHEDULE A
List of Pool Receivables
<PAGE>
QUALA SYSTEMS, INC.
SUMMARY
Summary of Quala Systems, Inc. aged accounts receivable as of May 1, 1993
(showing detailed aging over 90 days from invoice date) total $1,605,435.
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 063593 .00 .00 .00 .00 .00 245.00
6 001135 A & R TRANSPORT INC .00 .00 .00 .00 .00 6.33-
6 075238 A B ROBERTS 2,470.00 320.00 .00 .00 .00 .00
6 009948 A G TRUCKING 370.00 .00 .00 .00 .00 .00
6 081375 A J SANDI 1,166.00 .00 .00 .00 .00 .00
6 000003 A J WEIGAND INC 3,086.00 .00 .00 .00 .00 .00
6 025619 A T & T .00 .00 .00 .00 .00 199.80
6 060910 A W MARTIN 155.00 .00 .00 .00 .00 .00
6 000130 ABCO 1,032.00 .00 .00 .00 .00 .00
6 073385 ACCOUNTS RECEIVABLE .00 290.17- .00 .00 .00 .00
6 003773 ACHEM CORPORATION 2,179.00 .00 .00 .00 .00 152.50
6 009734 ACME RESIN CORPORATION 195.00 .00 .00 .00 .00 .00
6 082688 ADM CORP 400.00 .00 .00 .00 .00 .00
6 075608 ADM TRANSPORT 196.00 .00 .00 .00 .00 .00
6 074616 ADM TRUCKING INC 2,510.20 .00 .00 .00 .00 .00
6 003943 AERO LIQUID TRANSPORT 190.00 .00 147.00 15.00 169.60 738.39
6 024524 AERO LIQUID TRANSPORT .00 .00 .00 .00 .00 6.22-
6 085504 AFFILIATED 1,025.84- .00 .00 .00 .00 1,147.52
6 070526 AIR PRODUCTS & CHEMICALS 189.00 .00 .00 .00 .00 .00
6 076023 AIR PRODUCTS & CHEMICALS 4,107.50 1,208.40 .00 .00 .00 .00
6 023132 AKZ0 CHEMICALS INC 160.00 .00 .00 .00 .00 .00
6 064026 AL THOMPSON TRUCKING 1,358.00 .00 .00 .00 .00 .00
6 089488 ALL FREIGHT SERVICES 160.00 .00 .00 .00 .00 .00
6 083716 ALL TANK TRANSPORT 6,672.50 1,365.00 2,135.00 1,280.00 3,183.47 .00
6 050105 ALLIANCE TRANSPORTATION S 340.00 .00 .00 .00 .00 .00
6 015005 ALLIED-SIGNAL INC 227.50 .00 .00 .00 .00 .00
6 023976 ALLIED-SIGNAL INC 530.00 .00 .00 .00 .00 .00
6 085183 ALLIED-SIGNAL INC 4,042.68 .00 .00 .00 .00 .00
6 078219 ALPHA CHEMICAL CORP 235.00 .00 .00 .00 .00 .00
6 074005 ALTOM TRANSPORT 115.00 .00 .00 .00 .00 .00
6 002150 AMERICAN CYANAMID COMPANY 165.00 360.00 .00 .00 .00 .00
6 003020 AMERICAN CYANAMID COMPANY 915.00 .00 .00 .00 .00 .00
6 004981 AMERICAN INDUSTRIAL CHEM 245.67 .00 .00 .00 .00 .00
6 090133 AMERICAN TANK CONTAINERS 153.70 .00 .00 .00 .00 .00
6 055099 AMERICAN TANK TRANSPORT 180.20 .00 .00 .00 .00 .00
6 004803 AMERICHEM INC 305.00 .00 .00 .00 .00 .00
6 072761 AMOCO CHEMICAL CORP 3,680.00 .00 .00 .00 .00 .00
6 001682 AMOCO OIL COMPANY 310.00 .00 .00 .00 .00 .00
6 071627 ANDREW TRANSPORT INC. 110.00 .00 .00 .00 .00 .00
6 004030 ARCHER DANIELS MIDLAND CO 779.00 .00 .00 .00 .00 .00
6 053934 ARCHER DANIELS MIDLAND CO 223.56 .00 .00 .00 .00 .00
6 006555 ARCO CHEMICAL COMPANY 305.00 .00 .00 .00 .00 .00
6 074203 ARISTECH CHEMICAL CORP 796.00 .00 .00 .00 .00 405.00-
6 075313 ARMSWAY TANK TRANSPORT 134.35 .00 .00 .00 .00 4.50
6 004780 ASHLAND CHEMICAL COMPANY 120.00 .00 .00 .00 .00 .00
6 005080 ASHLAND CHEMICAL COMPANY 1,148.04 .00 259.20 .00 .00 .00
6 012059 ASHLAND CHEMICAL COMPANY 230.00 .00 .00 .00 .00 .00
6 021700 ASHLAND CHEMICAL COMPANY 606.00 .00 .00 .00 .00 230.00
6 022016 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 248.98
6 056381 ASHLAND CHEMICAL COMPANY 200.00 .00 .00 .00 .00 70.00-
6 060998 ASHLAND CHEMICAL COMPANY 134.00 .00 .00 .00 162.00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 086823 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 276.00- .00
6 087426 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 285.00- .00
6 088083 ASHLAND CHEMICAL COMPANY 480.00 .00 .00 .00 .00 .00
6 028345 ASHLAND OIL CO 3,445.00 .00 .00 .00 .00 .00
6 071728 AUTUMN IND INC 640.00 .00 .00 .00 .00 .00
6 062687 B B & L INC 360.00 .00 .00 .00 .00 .00
6 053768 BALTIMORE TANK LINES 960.36 .00 .00 .00 .00 .00
6 082003 BARNETT TRANSPORTATION IN 2,009.80 .00 .00 .00 .00 .00
6 005091 BASF CORPORATION .00 140.00 .00 .00 .00 .00
6 009209 BASF INMONT CORPORATION 175.00 .00 .00 .00 .00 .00
6 001963 BECKER CORPORATION 170.00 .00 .00 .00 .00 .00
6 028738 BEECHAM INC 195.00 .00 .00 .00 .00 .00
6 088710 BEELMAN .00 .00 .00 70.00- .00 .00
6 079562 BEELMAN TRUCK CO 207.00 .00 5.43 .00 .00 70.00-
6 005572 BENZSAY & HARRISON .00 .00 .00 .00 .00 18.27
6 008910 BETZ LABORATORIES INC 5,888.10 .00 1,895.28 .00 .00 .00
6 068613 BETZ LABORATORIES INC 9,620.00 .00 .00 .00 .00 .00
6 089699 BETZ LABORATORIES INC 223.56 .00 .00 .00 .00 .00
6 075828 BIERLEIN 170.00 .00 .00 .00 .00 .00
6 010350 BISHOP CHEMICAL .00 .00 88.56 .00 196.56 .00
6 009290 BISON LABORATORIES 88.56 .00 .00 .00 .00 .00
6 085590 BLACKHOWSKE TRUCK LINES I 363.11 .00 .00 .00 .00 .00
6 084422 BO BACHS TRANSPORT INC 123.00 .00 .00 .00 .00 .00
6 026632 BONCOSKY TRANSPORTATION 21,917.88 .00 .00 .00 .00 196.00-
6 086087 BONCOSKY TRANSPORTATION 770.00 .00 .00 .00 .00 .00
6 081811 BONCOSKY TRANSPORTATION I 3,410.36 .00 .00 .00 .00 .00
6 006160 BORDEN & REMINGTON .00 .00 111.30 .00 .00 .00
6 074610 BORDEN PKG & INDUSTRIAL P 115.00 .00 .00 .00 .00 .00
6 067932 BORDON CHEMICAL 550.00 .00 .00 .00 .00 .00
6 051458 BORK TRANSPORT 5,154.68 565.00 .00 .00 .00 .00
6 059027 BORK TRANSPORT 110.00 .00 .00 .00 .00 .00
6 072236 BORK TRANSPORT 180.00 .00 .00 .00 225.00 159.00-
6 079422 BORK TRANSPORT 730.15 .00 .00 .00 .00 .00
6 084501 BORK TRANSPORT INC 145.00 .00 .00 .00 .00 .00
6 009935 BRIDGELAND TERMINALS LTD 280.00 .00 .00 .00 .00 .00
6 090229 BROWNING-FERRIS INDUSTRIE 1,387.54 .00 .00 .00 .00 .00
6 052738 BRYSON RECOVERY SERVICES .00 .00 .00 .00 .00 85.80-
6 078867 BUCK BAKER TRUCKING 140.00 .00 .00 .00 .00 .00
6 006823 BUCKMAN LABORATORIES .00 .00 .00 .00 .00 228.00
6 064183 BUESING BULK TRANSPORT 754.15 .00 .00 .00 .00 .00
6 011940 BUFFALO COLOR CORPORATION 68.04 .00 .00 .00 .00 .00
6 064998 BUFFALO FUEL CORP 2,329.96 .00 .00 .00 .00 .00
6 068345 BUILDERS TRANSPORT .00 .00 .00 .00 83.20- .00
6 089489 BULK INC 490.86 .00 .00 .00 .00 .00
6 073315 BULK TRANSIT 315.00 .00 .00 .00 .00 .00
6 052018 BULK TRANSPORT 2,046.00 942.00 476.00 .00 .00 243.00
6 000004 BULK TRANSPORT CO. INC. 92.00 .00 .00 .00 .00 .00
6 026929 BULKHAUL USA INC 392.50 .00 .00 .00 .00 .00
6 002035 BULKMATIC TRANSPORT .00 .00 .00 .00 .00 158.00
6 003682 BULKMATIC TRANSPORT .00 .00 .00 .00 .00 80.00-
6 077457 BULKMATIC TRANSPORT 150.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 077461 BULKMATIC TRANSPORT 4,519.00 .00 .00 .00 .00 195.16-
6 077470 BULKMATIC TRANSPORT .00 150.00 .00 .00 .00 .00
6 077474 BULKMATIC TRANSPORT 250.56 .00 .00 .00 .00 .00
6 077488 BULKMATIC TRANSPORT 110.00 130.00 .00 .00 .00 .00
6 025613 BURLINGTON INDUSTRIES 370.00 .00 .00 .00 .00 .00
6 012690 BURRIS CHEMICAL COMPANY 150.00 90.00- .00 .00 .00 .00
6 055932 BUTLER & COMPANY 186.72 .00 .00 .00 .00 .00
6 052207 BYNUM TRANSPORT 407.36 .00 .00 .00 .00 90.00-
6 083481 C T HARRIS & CO 945.00 .00 260.00 .00 361.00 994.26
6 055274 C T L DISTRIBUTION INC 3,991.90 .00 .00 .00 .00 208.65-
6 088706 C T L DISTRIBUTION INC 207.36 .00 .00 .00 .00 .00
6 055271 CALEDONIA LINES INC 2,465.31 .00 .00 .00 .00 .00
6 004948 CALGON CORPORATION 462.00 .00 .00 .00 .00 .00
6 012950 CALGON CORPORATION 616.00 .00 .00 .00 .00 .00
6 014403 CALGON CORPORATION 240.00 .00 .00 .00 .00 .00
6 051008 CALIFORNIA TANK LINES 1,585.00 .00 .00 .00 .00 .00
6 038420 CAPE INDUSTRIES 160.00 .00 .00 .00 .00 .00
6 061571 CARBON EXPRESS INC 26,605.84 1,401.07 775.19 205.20 267.60 1,059.67
6 061572 CARBON EXPRESS INC 701.00 20.00 508.36 83.00 32.00 75.00
6 013617 CARDINAL STABILIZERS INC 115.00 .00 .00 .00 .00 .00
6 050112 CAROLINA CARRIERS INC .00 .00 .00 .00 .00 195.00-
6 053823 CASH PAYMENTS-MISC .00 .00 .00 .00 115.00 4,338.76
6 070288 CASHION CD 335.00 .00 .00 .00 .00 .00
6 088989 CATES MILK HAULING INC 1,925.00 .00 .00 115.00 .00 .00
6 010507 CBSL 266.40 178.00 .00 .00 55.00 .00
6 006083 CECOS INTERNATIONAL INC .00 .00 .00 .00 .00 1,965.00
6 053039 CENTRAL OIL & ASPHALT .00 .00 .00 .00 .00 224.50-
6 013886 CENTRAL TRANSPORT 3,861.27 .00 .00 .00 115.00 415.00
6 051092 CENTRAL TRANSPORT 22,401.00 .00 .00 .00 .00 120.00
6 066426 CENTRAL TRANSPORT 115.00 .00 .00 .00 .00 .00
6 061217 CENTRAL TRANSPORT 4,849.50 200.00- .00 .00 .00 745.50
6 068786 CERTUS INC 547.00 .00 .00 .00 .00 .00
6 069534 CETCO, INC 92.00 .00 .00 .00 .00 .00
6 076122 CHALLENGE INTERNATIONAL 1,227.50 477.00 .00 415.00 .00 2,286.00
6 084992 CHEM SERV .00 .00 .00 .00 .00 2,655.00
6 003490 CHEMCENTRAL CORPORATION 76.00 .00 .00 .00 .00 .00
6 004503 CHEMCENTRAL CORPORATION 65.00 .00 .00 .00 .00 .00
6 010396 CHEMCENTRAL CORPORATION 643.00 .00 .00 .00 .00 .00
6 011990 CHEMCENTRAL CORPORATION 813.24 .00 .00 .00 .00 .00
6 014921 CHEMCENTRAL CORPORATION 525.00 .00 .00 .00 .00 .00
6 027401 CHEMFLEET CHEMICAL 3,274.58 .00 .00 .00 .00 45.00
6 050559 CHEMFLEET CHEMICAL 285.00 .00 .00 .00 .00 100.00-
6 002944 CHEMICAL ASSOCIATES INC 410.00 .00 .00 .00 .00 264.67
6 067099 CHEMICAL ASSOCIATES INC .00 175.00 14.10 .00 .00 .00
6 000526 CHEMICAL INTERCHANGE 680.20 42.96 56.08 6.56 .00 .00
6 072517 CHEMICAL LEAMAN INTERNATI 1,584.65 1,130.00 545.00 .00 400.00 .00
6 001014 CHEMICAL LEAMAN TANK LINE 495.00 .00 .00 .00 .00 .00
6 001937 CHEMICAL LEAMAN TANK LINE .00 .00 462.50 .00 .00 .00
6 005071 CHEMICAL LEAMAN TANK LINE .00 5,132.36 12,773.54 .00 .00 .00
6 007498 CHEMICAL LEAMAN TANK LINE .00 .00 225.00 .00 .00 .00
6 007599 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 011398 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 299.60
6 016858 CHEMICAL LEAMAN TANK LINE .00 .00 225.00 .00 .00 .00
6 059281 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 .00
6 050958 CHEMICAL LEAMAN TANK LINE .00 .00 595.00 .00 .00 .00
6 057791 CHEMICAL LEAMAN TANK LINE .00 .00 225.00 .00 .00 .00
6 065075 CHEMICAL LEAMAN TANK LINE .00 .00 .00 1,750.00 .00 315.00-
6 065857 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 .00
6 072840 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 165.00
6 073926 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 572.45
6 077671 CHEMICAL LEAMAN TANK LINE .00 .00 4,400.00 .00 .00 .00
6 082284 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 288.90
6 000821 CHEMICAL SALES COMPANY 169.56 .00 .00 .00 .00 .00
6 004194 CHEMICAL SALES COMPANY .00 .00 .00 .00 .00 270.00
6 014189 CHEMICAL SOLVENTS INC 380.00 .00 .00 .00 .00 .00
6 007680 CHEMICAL TRANSFER 225.00 .00 .00 .00 .00 .00
6 008009 CHEMICAL TRANSPORTATION .00 .00 201.40 .00 .00 .00
6 006641 CHEMICAL WASTE MANAGEMENT 200.00 .00 160.00 .00 .00 .00
6 089988 CHEMICAL WASTE MANAGEMENT 397.50 .00 .00 .00 .00 .00
6 019892 CHEMISPHERE CORPORATION 1,773.75 .00 .00 .00 .00 .00
6 004735 CHEMRON CORPORATION 450.00 .00 .00 .00 .00 .00
6 003952 CHEMTECH INDUSTRIES 2,205.00 130.00 .00 .00 .00 .00
6 016230 CHEMTECH INDUSTRIES .00 130.00 .00 .00 .00 25.00
6 001437 CHEMTOOL INC 230.00 .00 .00 .00 .00 .00
6 089705 CHOICE TRANSPORTATION 3,853.50 .00 .00 .00 .00 .00
6 024191 CIBA GEIGY CORPORATION 360.40 708.87 .00 .00 .00 .00
6 000022 CLEAN HARBORS INC .00 165.00 .00 .00 .00 645.00-
6 068096 CLEAN HARBORS INC 427.13 .00 .00 .00 .00 560.95
6 077149 CLEAN HARBORS INC 1,232.00 134.00 .00 .00 .00 .00
6 073768 CLEAN VENTURE .00 .00 .00 .00 .00 167.31
6 085599 CLEAN VENTURE 445.20 .00 .00 .00 .00 .00
6 026955 COMMERICAL TRANSPORT INC 1,528.00 .00 .00 .00 .00 .00
6 073770 COMMERICAL CARTAGE CO 1,555.50 200.00 .00 .00 .00 .00
6 054375 CONLEY CORP 140.00 .00 .00 .00 .00 .00
6 056721 CONOCO INC 1,629.22 .00 .00 .00 .00 .00
6 071463 CONOCO INC 5,960.00 .00 .00 .00 .00 .00
6 079331 CONOCO INC 324.00 .00 .00 .00 .00 .00
6 081657 CONOCO INC 1,800.00 .00 .00 .00 .00 .00
6 085061 CONOCO INC 3,305.00 .00 .00 .00 .00 .00
6 087543 CONOCO INC 2,168.00 .00 .00 .00 .00 .00
6 075376 CONTAINER CARE .00 .00 .00 .00 .00 160.00
6 059101 CONTAINER CARE INTERNATIO 5,270.00 .00 .00 .00 .00 150.00
6 001583 CONTINENTAL INDUSTRIAL CH 56.50 .00 .00 .00 .00 .00
6 056266 CONTINENTAL TRANS EXPRESS .00 .00 .00 .00 .00 2,773.40-
6 081127 CRAWFORD TRANSPORT INC 957.00 155.00 155.00- .00 .00 .00
6 071595 CRODA INC 833.00 .00 .00 .00 .00 .00
6 075240 CROMARTIE TRANSPORT 2,580.19 .00 .00 .00 .00 .00
6 011449 CROWLEY MARITIME CORP 680.00 .00 .00 .00 .00 .00
6 011556 CROWLEY MARITIME CORP .00 .00 .00 .00 .00 218.13-
6 005710 CUSTOM INTERCHEM INC. 200.00 .00 .00 .00 325.00 200.00
6 085557 CUSTOMIZED TRANSPORTATION .00 .00 .00 .00 .00 110.00
6 012778 D J KING INC .00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 001741 D S I TRANSPORT 290.30 .00 .00 .00 .00 64.40
6 051366 D S I TRANSPORT .00 .00 .00 .00 .00 35.00-
6 056424 D S I TRANSPORT 1,325.00 .00 .00 .00 .00 .00
6 069096 D S I TRANSPORT 7,087.25 .00 .00 .00 .00 .00
6 069997 D S I TRANSPORT .00 .00 .00 .00 .00 90.10-
6 083242 DAHER AMERICA INC 1,100.00 .00 .00 .00 .00 .00
6 050107 DAHLEN TRANSPORT 1,150.71 .00 .00 .00 .00 22.00
6 050399 DAHLEN TRANSPORT 317.50 .00 .00 .00 .00 7.43-
6 069846 DAHLEN TRANSPORT 2,240.70 166.00 .00 .00 180.20- .00
6 082826 DAHLEN TRANSPORT .00 .00 .00 .00 .00 231.12
6 076308 DANA TANKLINE 190.78 .00 .00 .00 .00 15.21-
6 021193 DANA TRANSPORT .00 .00 .00 .00 294.60 1,079.43
6 053058 DANA TRANSPORT .00 .00 .00 .00 .00 465.00
6 002754 DELARIA TRANSPORT 1,976.60 .00 .00 .00 .00 136.50
6 062132 DELGOEBEL .00 .00 .00 .00 .00 61.29
6 089962 DEMARTINI OIL EQUIPMENT I 30.15 .00 .00 .00 .00 .00
6 053205 DETREX CHEMICAL IND 196.10 .00 .00 .00 .00 .00
6 076874 DIAMOND TANK .00 .00 .00 22.36 .00 14.06
6 068258 DISPOSAL SYSTEMS INC 241.00 .00 .00 .00 .00 .00
6 006287 DOVER CHEMICAL COMPANY 530.00 .00 .00 .00 .00 .00
6 000972 DOW CHEMICAL COMPANY 1,530.00 .00 .00 .00 .00 .00
6 002494 DOW CHEMICAL COMPANY 7,408.00 .00 .00 .00 .00 .00
6 024470 DOW CHEMICAL COMPANY .00 355.00 .00 .00 .00 .00
6 023740 DOW CORNING CORPORATION .00 .00 .00 840.00 .00 .00
6 024110 DOW CORNING CORPORATION 750.00 .00 .00 .00 .00 .00
6 012054 DREW CHEMICAL COMPANY .00 .00 .00 .00 .00 4,112.80
6 089650 DUPONT OF CANADA LTD 121.90 .00 .00 .00 .00 .00
6 000908 DUPREE TRANSPORT 170.00 .00 .00 .00 .00 .00
6 074971 E C MORRIS CORP .00 140.00 .00 .00 .00 .00
6 008944 E I DUPONT 1,790.00 .00 .00 38.40 .00 .00
6 024960 E I DUPONT 811.25 .00 .00 .00 .00 .00
6 025080 E I DUPONT .00 1,413.14 .00 .00 .00 332.50-
6 025917 E I DUPONT .00 .00 .00 .00 .00 40.00
6 028965 E I DUPONT 130.00 .00 .00 180.00 260.00 .00
6 029015 E I DUPONT .00 145.00 280.00 .00 .00 .00
6 051276 E I DUPONT .00 160.00 .00 .00 .00 .00
6 065042 E I DUPONT 3,030.00 .00 .00 .00 .00 .00
6 075850 E I DUPONT .81 260.00 .00 1,300.00 .00 184.00-
6 083574 E I DUPONT .00 265.00 .00 .00 .00 .00
6 085378 E I DUPONT 1,125.72 .00 .00 .00 519.40 436.49
6 085547 E I DUPONT 805.60 .00 .00 .00 .00 .00
6 087053 E I DUPONT 3,986.66 .00 185.50- 212.00 .00 .00
6 089975 E I DUPONT 4,780.00 .00 .00 .00 .00 .00
6 007113 E J MEYERS COMPANY INC 20.00 690.00 275.00 .00 95.00 .00
6 053649 E J MEYERS COMPANY INC .00 .00 .00 .00 .00 227.90-
6 076375 E J MEYERS COMPANY INC .00 .00 .00 277.56 212.50 285.67-
6 085991 EAGLE TRANSPORT 250.00 .00 .00 .00 .00 .00
6 071924 EAST FALLS CORPORATION 227.90 .00 .00 .00 .00 .00
6 080965 EASTERN ELECTRIC .00 .00 .00 .00 .00 77.04
6 002233 ECOFF TRUCKING .00 .00 .00 .00 .00 317.50
6 009826 ECOFF TRUCKING 948.00 320.00 .00 .00 .00 162.00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 077047 ECOFF TRUCKING 198.00 .00 .00 .00 .00 95.00
6 083717 ECOTRON TRANSPORTATION IN 245.00 .00 .00 .00 .00 .00
6 007244 EDWAR I MEYERS .00 150.00 .00 .00 320.00 .00
6 000155 ELF ATOCHEM 320.00 .00 .00 .00 .00 .00
6 026312 ELF ATOCHEM 3,260.00 1,260.50 1,032.50 240.00 400.00 770.00
6 074672 ELF ATOCHEM .00 .00 .00 .00 .00 78.00
6 078878 ELF ATOCHEM .00 .00 .00 .00 .00 180.00
6 087383 ENSI .00 .00 .00 169.60 .00 .00
6 000239 ENTERPRISE TRANSPORTATION 458.40 .00 .00 .00 .00 243.00
6 002234 ENTERPRISE TRANSPORTATION .00 .00 .00 .00 .00 123.05-
6 005205 ENTERPRISE TRANSPORTATION 813.80 .00 .00 .00 .00 .00
6 005426 ENTERPRISE TRANSPORTATION 1,576.20 .00 .00 .00 197.60 .00
6 006089 ENTERPRISE TRANSPORTATION 320.00 .00 .00 .00 .00 .00
6 028737 ENTERPRISE TRANSPORTATION 1,570.40 .00 .00 .00 .00 .00
6 052740 ENTERPRISE TRANSPORTATION 452.40 .00 .00 .00 .00 .00
6 075943 ENTRANCO INC .00 .00 .00 .00 .00 870.50
6 007330 ENVIRONMENTAL OIL .00 .00 .00 160.92 .00 22.89
6 084688 ENVIRONMENTAL PRODUCTS & 160.92 207.40 15.92 11.92 .00 271.68
6 079087 ENVIRONMENTAL TRANSPORTS .00 .00 .00 .00 .00 235.00
6 005677 ERICKSON TRANSPORT 8,025.98 .00 .00 .00 .00 .00
6 019426 ERICKSON TRANSPORT 8,222.35 .00 .00 .00 155.00 1,561.00
6 075505 ESCO TRANSPORTATION 480.00 .00 370.00 580.00 1,340.00 303.00
6 001041 EUROTAINER .00 660.00 .00 .00 .00 .00
6 081394 EXPRESS TANK 2,203.00 299.00 783.00 435.00 .00 .00
6 010386 EXXON CHEMICAL AMERICAS .00 .00 .00 .00 .00 227.37
6 079984 EXXON CHEMICAL COMPANY .00 .00 1,370.00 .00 .00 .00
6 005676 EXXON CHEMICAL U S A .00 .00 .00 .00 .00 287.30
6 005210 F M C CORPORATION .00 .00 200.00 .00 .00 .00
6 060049 FANCHEM LTD 88.56 .00 .00 .00 .00 .00
6 032035 FERRO CORPORATION 479.65 .00 .00 .00 .00 .00
6 000529 FLEET TRANSPORT .00 .00 .00 .00 .00 2,091.08
6 000851 FLEET TRANSPORT .00 .00 .00 .00 .00 1,115.53
6 001744 FLEET TRANSPORT .00 .00 .00 .00 .00 1,088.28
6 001745 FLEET TRANSPORT .00 .00 .00 .00 .00 444.41
6 002809 FLEET TRANSPORT .00 .00 .00 .00 .00 2,749.05
6 002810 FLEET TRANSPORT .00 .00 .00 .00 .00 6,577.42
6 004099 FLEET TRANSPORT .00 .00 .00 .00 .00 183.28
6 006477 FLEET TRANSPORT 8.00 .00 160.00 .00 .00 2,175.83
6 010024 FLEET TRANSPORT .00 .00 .00 .00 .00 2,187.88
6 023562 FLEET TRANSPORT .00 .00 .00 .00 .00 943.52
6 026326 FLEET TRANSPORT .00 .00 .00 .00 .00 4,721.52
6 028410 FLEET TRANSPORT 6.76 .00 .00 .00 .00 498.47
6 050114 FLEET TRANSPORT .00 .00 .00 .00 .00 1,496.29
6 050551 FLEET TRANSPORT .00 .00 .00 .00 .00 989.29
6 051367 FLEET TRANSPORT .00 .00 .00 .00 .00 2,356.45
6 055731 FLEET TRANSPORT .00 .00 .00 .00 .00 349.79
6 057533 FLEET TRANSPORT .00 .00 .00 .00 .00 93.28
6 067039 FLEET TRANSPORT .00 .00 .00 .00 .00 122.50
6 068173 FLEET TRANSPORT .00 .00 .00 .00 .00 17,185.79
6 068594 FLEET TRANSPORT .00 .00 .00 .00 .00 243.75
6 068708 FLEET TRANSPORT .00 .00 .00 .00 .00 2,553.70
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 069059 FLEET TRANSPORT .00 .00 .00 .00 .00 1,123.42
6 070352 FLEET TRANSPORT .00 .00 .00 .00 .00 2,286.85
6 071342 FLEET TRANSPORT .00 .00 .00 .00 .00 2,131.00
6 073636 FLEET TRANSPORT 522.34 .00 .00 .00 .00 98.80
6 075941 FLEET TRANSPORT .00 .00 .00 .00 .00 1,529.96
6 076000 FLEET TRANSPORT .00 .00 .00 .00 .00 863.50
6 077511 FLEET TRANSPORT 151.20 .00 .00 .00 .00 858.38
6 080107 FLEET TRANSPORT .00 .00 .00 .00 .00 448.00
6 080304 FLEET TRANSPORT .00 .00 .00 .00 .00 180.83
6 081434 FLEET TRANSPORT 2,215.50 .00 122.44 190.00 .00 3,228.32
6 081728 FLEET TRANSPORT .00 .00 .00 .00 .00 309.77
6 089926 FLEXIBLE FLYER 320.00 .00 .00 .00 .00 .00
6 009597 FLORIDA ROCK & TANK LINES 445.20 .00 .00 .00 .00 .00
6 009701 FLORIDA ROCK & TANK LINES 737.54 .00 .00 .00 .00 .00
6 057047 FLORIDA ROCK & TANK LINES .00 .00 .00 .00 450.00 .00
6 080320 FLORIDA ROCK & TANK LINES 643.60 .00 .00 .00 .00 .00
6 009075 FOODLINER INCORPORATED 725.00 .00 .00 .00 .00 .00
6 067419 FORT TRANSFER 1,813.50 .00 .00 .00 .00 .00
6 059571 FREEHOLD CARTAGE INC 576.72 .00 .00 .00 .00 .00
6 051235 FREEPORT TRANSPORT .00 180.20- .00 .00 .00 .00
6 002811 FRIENDSHIP TRANSPORT .00 .00 .00 .00 .00 67.50
6 003082 FRONTIER TANK CENTER .00 60.00- .00 .00 .00 .00
6 077273 FRONTIER TRAILER SALES 385.00 .00 .00 .00 .00 .00
6 055732 FRUEHAUF CORPORATION .00 .00 .00 .00 .00 201.03
6 084701 FRUEHAUF CORPORATION 670.50 .00 .00 .00 .00 357.25
6 008071 G A F CORPORATION .00 62.50 .00 .00 .00 .00
6 004170 G S ROBINS & COMPANY 555.00 .00 220.00 .00 .00 .00
6 010051 GANNON G M COMPANY INC .00 .00 318.00 .00 .00 .00
6 052568 GAST FUEL & SERVICES INC 175.00 .00 .00 .00 .00 .00
6 050033 GATEWAY TERMINAL .00 .00 .00 .00 .00 43.87
6 089990 GENERAL CAR & TRUCK LINE 300.00 .00 .00 .00 .00 .00
6 089299 GENERAL CAR & TRUCK LEASE 315.00 .00 .00 .00 .00 .00
6 032710 GENERAL CHEMICAL CORP 259.70 .00 .00 .00 .00 .00
6 024573 GENERAL DYNAMICS CORP .00 .00 .00 .00 .00 200.00
6 033220 GENERAL ELECTRIC COMPANY .00 52.00 .00 .00 .00 .00
6 081276 GENERAL ELECTRIC COMPANY 246.00- 1,206.00 .00 275.00 125.00 4,483.00-
6 089461 GENERAL ELECTRIC COMPANY 15,067.00 1,368.00 .00 .00 .00 .00
6 033320 GENERAL ELECTRIC PLASTICS .00 .00 149.00 .00 .00 .00
6 082673 GENOVA INC .00 .00 .00 .00 .00 1,918.51
6 034140 GEORGIA PACIFIC CORP 144.72 .00 .00 .00 .00 .00
6 007499 GLESS BROTHERS 1,173.86 .00 .00 .00 .00 .00
6 089816 GLOBAL SPILL MANAGEMENT 238.50 .00 .00 .00 .00 .00
6 071000 GOLD BOND BLDG PRODUCTS .00 .00 .00 .00 .00 128.26
6 019319 GORSKI BULK TRANSPORT 675.92 .00 .00 .00 290.00 .00
6 060911 GRACE LOGISTICS SERVICES 6,956.12 170.00 .00 150.00 .00 842.24
6 000571 GREAT AMERICAN FOOD SALES 960.00 .00 90.00 .00 .00 .00
6 089834 GREAT DANE TRAILERS INC 250.00 .00 .00 .00 .00 .00
6 035610 GREAT LAKES CHEMICAL CO 450.00 .00 .00 .00 .00 .00
6 080559 GREAT LAKES ENVIRONMENTAL 88.56 .00 .00 .00 .00 .00
6 062508 GREAT LAKES TERM TRANS .00 .00 .00 .00 .00 115.00-
6 052741 GRIFF JONES TRANSPORT 180.20 875.56 1,148.51 287.26 296.80 441.45
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 065723 GRIFF JONES TRANSPORT 9,042.00 2,729.00 868.00 .00 .00 .00
6 082568 GRIFFITH OIL COMPANY 48.15 .00 .00 .00 .00 .00
6 004040 GROENDYKE TANK LINES 227.00 .00 .00 .00 .00 .00
6 028411 GROENDYKE TANK LINES 13,728.60 .00 .00 .00 160.00 .00
6 089647 GRUMMAN ALLIED-LLV DIV 20,850.20 .00 .00 .00 .00 .00
6 074521 GUARDSMAN PRODUCTS INC .00 .00 .00 .00 .00 550.00
6 052149 H B FULLER COMPANY 480.00 .00 .00 .00 .00 21.20
6 086736 H C I GEORGIA INC 331.00 .00 .00 .00 .00 .00
6 082002 H G ANDERSON TRUCK CORP 1,116.00 .00 112.00 .00 .00 152.90
6 036420 HALL CHEMICAL COMPANY 600.00 .00 .00 .00 .00 .00
6 072251 HAMPSHIRE CHEMICAL .00 .00 .00 .00 .00 872.44
6 017073 HAMPSHIRE CHEMICAL CORP .00 .00 .00 .00 .00 168.00
6 010758 HAPAG-LLOYD CONTAINER LINE .00 .00 .00 .00 .00 200.00
6 061031 HARMAC TRANSPORTATION 234.36 .00 .00 .00 .00 .00
6 004550 HAWK TRANSPORTATION SERVICE 859.81 280.90 .00 .00 .00 137.80-
6 089191 HCI CHEMTECH DISTRIBUTION 270.00 348.75 .00 .00 .00 .00
6 083010 HEIL COMPANY 250.00 .00 .00 .00 .00 .00
6 076997 HEIL TANK SERVICE 65.00 .00 .00 .00 .00 .00
6 083066 HEIL TRADING COMPANY 310.00 .00 .00 .00 .00 .00
6 050176 HENKEL CORP .00 .00 .00 .00 .00 270.40-
6 058024 HENKEL CORP 164.00 .00 .00 .00 .00 .00
6 064033 HENKEL CORP 630.00 .00 .00 .00 .00 .00
6 004725 HENKEL CORPORATION 2,093.00 .00 .00 .00 .00 .00
6 088285 HENKEL TEXTILE CHEMICAL 125.99 .00 .00 .00 .00 .00
6 016884 HERCULES INCORPORATED 8,964.00 630.00- .00 .00 .00 .00
6 060030 HERCULES INCORPORATED 1,190.00 .00 .00 .00 .00 .00
6 077189 HERMAN BROTHERS INC 210.00 .00 .00 .00 .00 .00
6 078504 HERMAN BROTHERS INC 384.00 .00 .00 .00 .00 .00
6 008432 HEVI DUTY ELECTRIC CO .00 .00 .00 .00 .00 140.00-
6 038920 HIGH POINT CHEMICAL CORP 814.00 .00 .00 .00 .00 .00
6 075111 HIGHWAY PIPELINE .00 .00 .00 .00 .00 215.00
6 018008 HIGHWAY TRANSPORT INC 23,132.08 .00 .00 10.60 .00 241.68
6 064409 HIGHWAY TRANSPORT INC .00 .00 .00 .00 .00 1,337.50-
6 085679 HIGHWAY TRANSPORT INC .00 .00 .00 .00 .00 649.49
6 087087 HIGHWAY TRANSPORT INC .00 .00 .00 .00 .00 129.30
6 087891 HIGHWAY TRANSPORT INC .00 169.75 .00 .00 .00 .00
6 014790 HOECHST CELANESE CORP 115.00 .00 .00 .00 .00 .00
6 073164 HOFFMEIER .00 200.00- .00 .00 .00 .00
6 009739 HOLLY TRANSPORTATION 5,135.00 190.00- .00 .00 .00 .00
6 001724 HOLTRA CHEMICAL INC 130.00 .00 .00 .00 .00 .00
6 084826 HOOVER GROUP INC 6,000.00 .00 .00 .00 .00 .00
6 090118 HORNER EQUIPMENT COMPANY 135.00 .00 .00 .00 .00 .00
6 082253 HOT Z TRANSPORT COMPANY 190.80 .00 .00 .00 .00 .00
6 083109 HOUSTON TANK TRAILER INC 4,992.50 .00 200.00- .00 .00 .00
6 081778 HOWELL CHEMICAL CO 483.00 .00 .00 .00 .00 .00
6 074413 HOWELL HYDROCARBONS .00 .00 215.00 .00 .00 .00
6 017750 HOYER USA INCORPORATED 273.00 .00 127.20 .00 .00 237.66
6 078703 HOYER USA INCORPORATED .00 .00 .00 .00 283.40 1,259.70
6 083886 HURRICANE TANK WASH .00 1,300.00 .00 .00 .00 .00
6 060147 ICI AMERICAS INC 11,195.00 .00 .00 .00 .00 .00
6 078186 IDAHO MILK TRANSPORTING 600.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 040255 IFF .00 .00 .00 .00 .00 269.64-
6 005446 IMPERIAL WEST CHEMICAL CO 625.00 .00 .00 .00 .00 .00
6 007245 INDIAN RIVER TRANSPORT 1,177.00 .00 .00 .00 .00 .00
6 052295 INFINGER TRANSPORTATION 3,609.50 .00 .00 .00 .00 95.00
6 087464 INK COMPANY 1,500.00 50.00 .00 .00 .00 .00
6 033920 INLAND ROME INC .00 143.00 .00 .00 .00 .00
6 074110 INTERFLOW USA 1,201.25 .00 .00 .00 145.60 1,034.80
6 064466 INTERNATIONAL CONTAINER 2,712.65 418.50 .00 .00 1,295.00 680.30
6 004579 INTERPLASTICS CORPORATION 191.00 .00 .00 250.00 .00 130.00-
6 058104 INTERPOLYMER CORP 130.00 .00 .00 .00 .00 52.53
6 074498 INTERSTATE CHEMICAL CO 940.80 .00 .00 .00 .00 .00
6 055429 IREDELL MILK TRANSPORTATION 130.00 .00 .00 .00 .00 .00
6 081204 IRON HORSE EQUIP CORP 70.00 .00 .00 .00 .00 .00
6 000562 IVAX INDUSTRIES 1,080.00 .00 .00 .00 .00 445.00
6 073566 J & M .00 .00 .00 .00 .00 93.00-
6 081698 J & M TAML LINES .00 250.00 550.70 526.30 .00 .00
6 054622 J P HUNT 140.00 .00 .00 .00 .00 .00
6 088217 J P VOJT .00 153.70 .00 .00 .00 .00
6 063564 JARRELL TRANSPORT 10,924.00 .00 .00 .00 .00 .00
6 005169 JOHNSON & JOHNSON .00 .00 .00 .00 .00 700.00-
6 051286 JOHNSRUD TRANSPORT INC .00 .00 .00 50.00 .00 .00
6 089344 JOHNSRUD TRANSPORT INC 1,279.00 .00 .00 .00 .00 .00
6 000977 JONES CHEMICAL COMPANY 445.20 .00 .00 .00 .00 .00
6 063078 K & D INDUSTRIES WEST 1,143.00 .00 .00 .00 .00 .00
6 081273 K & D OF OHIO INC 570.00 172.50- .00 .00 .00 .00
6 070211 K & W TRUCKING .00 .00 .00 .00 .00 90.10-
6 000507 KALEX CHEMICAL PRODUCTS .00 23.85 .00 .00 .00 .00
6 001408 KAW TRANSPORT CO 807.76 .00 .00 .00 .00 .00
6 055936 KAW TRANSPORT CO .00 .00 .00 .00 .00 132.85-
6 005543 KENAN TRANSPORT 1,522.50 305.00 .00 .00 .00 185.00
6 087694 KINGS FUEL 468.48 .00 .00 .00 .00 .00
6 088916 KIRK LINES .00 440.00 .00 .00 .00 .00
6 043450 KLEEN BRITE LABORATORIES 1,018.18 .00 .00 .00 .00 .00
6 002714 KOCH SERVICE INC 243.00 .00 .00 .00 .00 .00
6 082006 KOCH SERVICE INC 1,275.00 75.00- .00 .00 .00 .00
6 057738 KOCH SERVICE INCORPORATED 400.00 .00 .00 .00 .00 .00
6 072828 KOCH SERVICE INCORPORATED .00 .00 .00 .00 .00 904.22-
6 060406 KOCH SERVICES INCORPORATE 215.00 .00 .00 .00 .00 .00
6 089060 KOCH SERVICES INCORPORATE 220.00 .00 .00 .00 .00 .00
6 087336 KRAFT FOODS INCORPORATED .00 .00 .00 .00 .00 115.00
6 083410 KRAMER CHEMICAL .00 .00 .00 .00 .00 171.20
6 054109 KUHNLE BROS INC 889.92 .00 .00 .00 .00 .00
6 050552 KUNHLE 651.84 .00 .00 .00 .00 .00
6 071773 L & B TRANSPORT CO 1,602.50 .00 .00 .00 .00 .00
6 051233 LACYS EXPRESS 1,570.24 .00 .00 .00 .00 .00
6 078334 LAID LAW ENVIRONMENTAL 420.00 .00 .00 .00 .00 .00
6 002139 LAIDLAW ENVIRONMENTAL INC 400.00 .00 .00 .00 .00 70.00-
6 000857 LANGER TRANSPORT 8,862.97 195.00 .00 160.92 160.92 7,695.55
6 079886 LARSON INTERMODAL 6,306.90 2,765.00 .00 .00 80.00 2,263.10
6 083707 LAWSON TRUCKING 110.00 .00 .00 .00 .00 .00
6 050554 LEASEWAY .00 .00 .00 .00 .00 255.11
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 054620 LEASEWAY .00 10.00 .00 .00 .00 625.77
6 057898 LEASEWAY .00 .00 .00 .00 .00 225.20
6 069879 LEASEWAY .00 .00 .00 .00 .00 206.70-
6 089061 LEE-WAY TRUCKING 175.00 .00 .00 .00 .00 .00
6 003948 LEESER TRANSPORTATION 675.00 .00 .00 .00 .00 .00
6 065847 LES TRANSPORTS PROVOST 1,123.50 .00 .00 .00 .00 162.00-
6 000615 LESCHACO INCORPORATED 1,961.50 3,415.00 .00 .00 .00 2,736.60
6 024869 LESCHACO INCORPORATED .00 .00 .00 .00 .00 156.60
6 028412 LESCHACO INCORPORATED 1,804.00 1,488.00 280.00 215.00 250.00 260.00
6 074319 LESCHACO INCORPORATED .00 .00 .00 .00 .00 413.10
6 077346 LEVY TRANSPORT 204.12 .00 .00 .00 .00 .00
6 052017 LEWIS TRANSPORT .00 .00 .00 .00 .00 160.00-
6 047010 LILLY & COMPANY 551.20 .00 .00 .00 .00 .00
6 010026 LINDEN BULK TRANSPORT 265.00 .00 .00 .00 .00 .00
6 060039 LINDSEY MOTOR EXPRESS 3,925.00 .00 .00 .00 .00 .00
6 008240 LIQUID CARGO INCORPORATED 1,252.36 .00 .00 .00 .00 62.45
6 009964 LIQUID CARGO INCORPORATED 175.00 .00 .00 .00 .00 .00
6 087585 LIQUID TRANSPORT LTC 1,481.40 .00 .00 .00 465.00 .00
6 028790 LIQUID TRANSPORT CORP 8,602.93 76.00- .00 .00 .00 175.30
6 058202 LIQUID TRANSPORT CORP 576.50 11.25 .00 .00 .00 145.00
6 058330 LIQUID TRANSPORT CORP 135.00 .00 .00 .00 .00 .00
6 076379 LIQUID TRANSPORT CORP 178.75 .00 .00 .00 .00 16.49
6 082642 LIQUID TRANSPORT CORP 1,526.40 7.70 .00 .00 .00 291.27
6 089328 LIQUID TRANSPORT CORP 139.32 .00 .00 .00 .00 .00
6 000813 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 6,629.38
6 007702 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 222.60
6 009598 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 1,360.80
6 025743 LIQUID TRANSPORTERS INC 2,949.00 .00 .00 .00 .00 60.00
6 025997 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 139.26
6 050954 LIQUID TRANSPORTERS INC 1,525.80 .00 .00 .00 .00 90.10
6 051103 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 2,303.58
6 053487 LIQUID TRANSPORTERS INC .00 .00 169.56 .00 .00 537.89
6 065906 LIQUID TRANSPORTERS INC 244.00 .00 .00 .00 .00 2,827.54
6 069027 LIQUID TRANSPORTERS INC 4,109.00 716.00 186.50 204.00- 747.00 8,700.98
6 082247 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 886.56
6 074197 LLOYD TRANSPORT 1,672.56 576.00 .00 .00 .00 .00
6 005534 LONZA INC 332.50 .00 576.75 .00 .00 .00
6 059294 LUCKEY TRUCKING INC 154.00 .00 .00 .00 .00 130.00-
6 061521 M N BOYCHUK STONE CO .00 43.20 .00 .00 .00 .00
6 084110 MAIN BROS OIL CO 160.92 .00 .00 .00 .00 .00
6 002216 MANFREDI 1,178.17 .00 .00 .00 .00 .00
6 006485 MANFREDI 423.36 .00 .00 .00 .00 .00
6 026683 MANFREDI 811.00 .00 .00 .00 .00 375.00
6 066765 MANFREDI .00 .00 .00 .00 .00 192.40
6 071763 MANFREDI .00 .00 .00 .00 .00 300.00-
6 088555 MANFREDI MOTOR TRANSIT 207.36 .00 .00 .00 .00 .00
6 052575 MARCOTTE FARMS INC 4,061.73 .00 .00 .00 .00 .00
6 073161 MASON DIXON TANK LINES .00 .00 .00 .00 .00 734.26
6 001754 MATLACK INC 6,393.50 .00 .00 .00 .00 890.00
6 002544 MATLACK INC 2,454.60 .00 .00 .00 .00 423.00-
6 002545 MATLACK INC 1,020.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 002813 MATLACK INC 167.00 .00 .00 .00 .00 .00
6 003628 MATLACK INC 2,224.53 .00 .00 .00 .00 338.39
6 003855 MATLACK INC 1,491.40 .00 235.00 .00 .00 210.00-
6 005096 MATLACK INC 651.00 .00 .00 .00 206.00 .00
6 006834 MATLACK INC 405.85 .00 .00 .00 .00 .00
6 007500 MATLACK INC .00 362.00 .00 .00 .00 .00
6 007513 MATLACK INC 155.00 .00 .00 .00 .00 .00
6 007704 MATLACK INC 287.50 .00 .00 .00 .00 .00
6 008246 MATLACK INC 315.00 .00 .00 .00 .00 .00
6 008248 MATLACK INC 627.00 .00 .00 .00 .00 705.00
6 008551 MATLACK INC .00 .00 .00 .00 190.00 .00
6 009945 MATLACK INC 1,023.75 527.00 .00 .00 .00 480.50
6 027182 MATLACK INC .00 .00 .00 .00 .00 2,115.85-
6 027183 MATLACK INC 790.50 .00 .00 .00 .00 .00
6 027821 MATLACK INC 22.62 .00 .00 .00 .00 194.00-
6 028414 MATLACK INC 167.50 .00 .00 .00 .00 .00
6 050555 MATLACK INC 183.00 .00 .00 .00 .00 .00
6 050932 MATLACK INC .00 .00 .00 230.00 .00 .00
6 051374 MATLACK INC 195.00 .00 .00 .00 .00 .00
6 051707 MATLACK INC 3,536.75 .00 .00 .00 125.00- .00
6 052220 MATLACK INC 145.00 422.50 .00 .00 .00 .00
6 052297 MATLACK INC 545.00 161.25 .00 .00 .00 175.00
6 052571 MATLACK INC .00 490.00 .00 230.00 .00 .00
6 052746 MATLACK INC 1,683.08 .00 .00 45.00 .00 276.55
6 052995 MATLACK INC 185.00 .00 .00 .00 .00 .00
6 053568 MATLACK INC 830.00 .00 .00 .00 .00 .00
6 053569 MATLACK INC 455.00 .00 .00 .00 .00 10.43
6 055434 MATLACK INC 1,285.62 .00 .00 .00 .00 337.11
6 059573 MATLACK INC 170.00 .00 .00 .00 .00 .00
6 062575 MATLACK INC 170.00 .00 .00 .00 .00 .00
6 063184 MATLACK INC 145.00 .00 .00 .00 .00 .00
6 068107 MATLACK INC 147.00 120.00 .00 .00 .00 240.00-
6 073163 MATLACK INC 340.00 .00 .00 .00 .00 .00
6 074992 MATLACK INC .00 .00 .00 .00 .00 80.00-
6 078211 MATLACK INC 2,273.00 215.00 .00 .00 .00 200.93
6 078731 MATLACK INC .00 1,334.90 .00 .00 .00 1,126.66
6 078995 MATLACK INC 313.00 172.50 .00 .00 .00 .00
6 080501 MATLACK INC 680.00 205.00 .00 .00 .00 .00
6 081655 MATLACK INC 180.00 120.00 .00 .00 .00 .00
6 081663 MATLACK INC .00 .00 .00 .00 233.00 .00
6 082545 MATLACK INC 189.00 .00 .00 .00 .00 .00
6 087163 MATLACK INC 480.00 .00 .00 .00 .00 155.00
6 063567 MAXWELL TANK LINES 194.00 .00 .00 397.00 .00 404.00
6 006192 MC KENZIE TANK LINES INC 120.00 .00 .00 .00 .00 .00
6 054164 MC KENZIE TANK LINES INC 1,733.00 .00 .00 .00 .00 1,690.00
6 056098 MC KENZIE TANK LINES INC 436.80 .00 .00 .00 .00 .00
6 079755 MC KENZIE TANK LINES INC 210.60 .00 .00 .00 .00 .00
6 069847 MC NULTY BULK TRANSPORT .00 .00 .00 .00 .00 10.90-
6 085359 MC TANK TRANSPORT 250.00 .00 .00 .00 .00 .00
6 088506 MCILVAINE TRUCKING INC 1,475.60 .00 .00 .00 .00 .00
6 088346 MCKENZIE TANK LINES INC 760.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 082684 MID WEST SERVICE INC .00 00 .00 .00 .00 350.00
6 081842 MIDLAND ENVIRONMENTAL SER .00 .00 .00 .00 .00 5.20-
6 009841 MILES INC 16,640.67 1,868.00 3,486.13 6,677.69 7,004.13 6,595.50
6 053100 MILES INC .00 .00 .00 .00 .00 139.13
6 077812 MILES INC 16,100.00 .00 4,195.00 900.00 1,480.00 1,579.50
6 080311 MILES INC .00 .00 .00 .00 .00 139.13
6 085980 MILES INC 419.50 .00 .00 .00 .00 161.00
6 057048 MILKY WAY TRANSPORT CO .00 80.00 .00 .00 .00 .00
6 001867 MILLER TRANSPORT 2,766.00 .00 .00 .00 .00 .00
6 002503 MILLER TRANSPORT 357.00 .00 .00 .00 .00 .00
6 002814 MILLER TRANSPORT 1,205.35 196.00- .00 .00 .00 .00
6 003083 MILLER TRANSPORT 655.00 .00 .00 .00 .00 .00
6 004042 MILLER TRANSPORT 1,583.25 .00 .00 .00 .00 .00
6 004043 MILLER TRANSPORT 452.00 .00 .00 .00 .00 .00
6 009204 MILLER TRANSPORT 666.30 .00 .00 .00 .00 .00
6 026634 MILLER TRANSPORT 2,460.62 169.56 .00 .00 .00 1,185.03
6 028774 MILLER TRANSPORT 1,509.00 .00 .00 .00 .00 189.00
6 050700 MILLER TRANSPORT .00 570.00 .00 .00 .00 .00
6 055544 MILLER TRANSPORT 578.00 .00 .00 .00 .00 .00
6 057632 MILLER TRANSPORT 2,161.00 .00 .00 .00 .00 1,005.10
6 059863 MILLER TRANSPORT 238.00 .00 .00 .00 .00 .00
6 061995 MILLER TRANSPORT 559.05 .00 .00 .00 .00 147.00
6 063315 MILLER TRANSPORT 330.00 .00 .00 .00 .00 .00
6 067420 MILLER TRANSPORT .00 .00 .00 .00 .00 265.00
6 076377 MILLER TRANSPORT 445.20 .00 .00 .00 .00 .00
6 088414 MILLER TRANSPORT 654.50 .00 .00 .00 .00 .00
6 008251 MILLER TRANSPORTERS 2,356.87 .00 295.00- .00 140.00- .00
6 001755 MISSION PETROLEUM .00 .00 526.06- .00 .00 .00
6 028194 MISSISSIPPI CHEMICAL CORP .00 .00 .00 .00 .00 461.44-
6 060036 MISSISSIPPI CHEMICAL EXPR 3,712.52 .00 .00 .00 .00 675.40
6 088039 MISSISSIPPI CHEMICAL EXPR 2,738.42 .00 .00 .00 .00 .00
6 089568 MOBIL CHEMICAL CORPORATION 1,491.95 .00 .00 .00 .00 .00
6 002847 MOBIL OIL CORPORATION 155.00 .00 .00 .00 .00 .00
6 015086 MOBIL OIL CORPORATION .00 .00 .00 .00 .00 1,156.06
6 015016 MONSANTO COMPANY 1,278.41 .00 .00 .00 .00 .00
6 053490 MONSANTO COMPANY 2,250.00 .00 .00 .00 .00 .00
6 056407 MONSANTO COMPANY .00 .00 .00 .00 .00 7.05-
6 087131 MONTGOMERY INTERMODAL 190.00 .00 .00 .00 .00 .00
6 001758 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 168.80-
6 025615 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 734.85
6 027823 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 179.35-
6 050455 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 50.35-
6 051708 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 148.50-
6 054110 MONTGOMERY TANK LINES 1,012.25 .00 789.41 .00 .00 23,871.35
6 059866 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 73.85-
6 071525 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 968.24-
6 072711 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 613.79
6 073639 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 385.20-
6 074738 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 550.25-
6 075827 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 263.75-
6 075849 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 63.60
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 076378 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 248.04
6 078844 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 3,805.35
6 085268 MONTGOMERY TANK LINES 3,034.74 .00 .00 .00 .00 803.10
6 087390 MONTGOMERY TANK LINES 879.00 .00 .00 .00 .00 .00
6 087944 MONTGOMERY TRUCK LINES 515.10 .00 .00 .00 .00 .00
6 066682 MONTGOMERY/QUALITY CARRIER .00 .00 .00 .00 .00 19.20
6 049495 MOONEY CHEMICAL INC 680.50 .00 .00 .00 .00 .00
6 090200 MORETEX CHEMICAL COMPANY 190.00 .00 .00 .00 .00 .00
6 006674 MORTON INT'L SPECIALITY C .00 .00 .00 .00 .00 5,225.00
6 080936 MORTON INTERNATIONAL 185.00 .00 .00 .00 .00 .00
6 009812 MR FRANK 1,309.00 .00 .00 .00 .00 253.00
6 021654 NALCO CHEMICAL COMPANY 7,931.98 985.80 1,918.60 .00 .00 1,160.95-
6 054670 NALCO CHEMICAL COMPANY 17,876.00 .00 .00 .00 .00 .00
6 054710 NALCO CHEMICAL COMPANY 5,185.00 .00 .00 .00 .00 .00
6 024270 NAPPI TRUCKING CORP 614.80 .00 .00 .00 .00 .00
6 000733 NATIONAL STARCH & CHEM CO 1,063.04 .00 .00 .00 .00 .00
6 055880 NATIONAL STARCH & CHEM CO 128.70 .00 .00 .00 .00 .00
6 070043 NEW DIXIE TRANSPORTATION .00 .00 .00 .00 .00 37.10-
6 025616 NEW ENGLAND TRUCK SALES .00 .00 .00 155.00 155.00 4,225.40
6 005560 NEW HAVEN TANK TERMINAL 155.00 .00 .00 .00 .00 .00
6 075998 NILES CHEMICAL 620.00 .00 .00 .00 .00 .00
6 075771 NIPPON EXPRESS .00 .00 .00 .00 .00 350.55
6 084304 NORTH CANTON TRANSFER .00 .00 20.00 .00 .00 .00
6 057668 NORTRU INC 967.22 .00 .00 .00 .00 .00
6 060842 NOVA CHEM 2,133.00 .00 .00 .00 .00 .00
6 061002 NOVACOR CHEMICALS INC .00 .00 .00 .00 .00 140.00
6 007615 NUBULK .00 .00 .00 .00 .00 1,860.00
6 053963 NUBULK .00 .00 .00 .00 .00 602.60
6 074917 NUBULK SERVICES INC .00 .00 .00 .00 .00 2,392.69
6 065354 OAKLEY TRANSPORT 2,820.00 113.93- .00 .00 120.00 420.00
6 082233 OBRIEN TRANSPORT INC .00 .00 .00 10.40 .00 1,206.67
6 007934 OCCIDENTAL CHEMICAL CORP 464.50 .00 .00 .00 .00 .00
6 024720 OCCIDENTAL CHEMICAL CORP 157.00 .00 .00 .00 .00 212.00
6 026303 OCCIDENTAL CHEMICAL CORP 1,168.00 .00 .00 .00 .00 354.00
6 038575 OCCIDENTAL CHEMICAL CORP 4,659.00 .00 .00 .00 .00 491.00
6 078706 OCCIDENTAL CHEMICAL CORP 207.36 .00 .00 .00 .00 .00
6 079815 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 160.00
6 082296 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 980.00
6 089996 OCCIDENTAL CHEMICAL CORP 147.96 .00 .00 .00 .00 .00
6 007687 ODYSSEY 220.00 .00 .00 .00 .00 .00
6 073725 ODYSSEY 4,455.00 .00 .00 .00 .00 .00
6 026443 OHIO POLYCHEMICAL 1,314.00 260.00 .00 .00 .00 25.00-
6 082831 OLIN CORPORATION 4,700.00 .00 690.00 .00 .00 .00
6 039570 OLIN HUNT SPECIALTY PROD .00 .00 .00 .00 .00 140.00-
6 005440 OMNI BULK SYSTEMS .00 .00 .00 .00 .00 59.40-
6 061344 OPIES MILK HAULERS 749.12 .00 .00 .00 .00 .00
6 076295 ORIOLE CHEMICAL CARRIERS .00 .00 .00 .00 .00 71.02-
6 055437 OVID TRUCKING .00 .00 .00 .00 .00 165.00
6 064997 OWINGS TRANSPORT .00 .00 .00 .00 .00 1,079.62
6 067080 OZINGA PROS INC 192.50- .00 .00 .00 .00 .00
6 087607 P & R TANK LINES OF BALT 185.76 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 005985 P B & S CHEMICAL COMPANY 291.50 .00 .00 .00 .00 .00
6 060640 P B & S CHEMICAL COMPANY 352.45 .00 .00 .00 .00 .00
6 033970 P D GEORGE COMPANY 421.20 .00 .00 .00 .00 .00
6 018500 P P G INDUSTRIES INC .00 .00 .00 .00 .00 91.75-
6 005434 PASCO PRODUCTS 347.79 .00 .00 .00 .00 .00
6 090164 PEDRONI FUEL COMPANY 418.70 .00 .00 .00 .00 .00
6 076845 PENCCO 405.00 105.00- .00 .00 .00 .00
6 082640 PENN TANK LINES 333.55 .00 .00 .00 .00 .00
6 090071 PENN TANK LINES 153.70 .00 .00 .00 .00 .00
6 000536 PENTRON 170.00 .00 .00 .00 .00 .00
6 003947 PENTRON 412.00 962.00 .00 .00 .00 .00
6 051090 PENTRON INC 1,399.20 .00 .00 .00 .00 420.13
6 077387 PERFORMANCE POLIMERS CO .00 .00 .00 .00 .00 130.00
6 089663 PERIDOT CHEMICAL CO 45.00 .00 .00 .00 .00 .00
6 060035 PETRO CHEMICAL PROCESS 177.55 .00 .00 .00 .00 .00
6 062388 PETRO-LUBE INC 184.00 .00 .00 .00 .00 .00
6 067218 PETROLITE CORPORATION 105.00 .00 .00 .00 .00 .00
6 051263 PIERCETON TRUCKING 100.00 .00 .00 .00 .00 .00
6 064380 PIONEER PLASTICS CORP 370.44 .00 .00 .00 .00 .00
6 076226 POLSINELLO FUEL INC 144.72 .00 .00 .00 .00 .00
6 072073 POPE TRANSPORT 120.00 .00 .00 .00 .00 .00
6 057051 PROVOST BULK TRANSPORTATION 190.00 .00 .00 .00 .00 .00
6 050772 PROVOST BULK TRANSPORTATION 2,981.62 .00 .00 .00 .00 .00
6 063181 PROVOST CARTAGE 1,144.81 169.56 .00 .00 .00 321.67-
6 064301 PROVOST CARTAGE 611.00 .00 .00 .00 .00 .00
6 083705 PROVOST CARTAGE 1,238.76 .00 .00 .00 .00 .00
6 002926 PUERTO RICAN MARINE MNGMT .00 .00 .00 .00 .00 40.00
6 078431 PUERTO RICAN MARINE MNGMT 90.00 .00 .00 .00 .00 .00
6 001252 PUMP & TANK SHOP 380.00 .00 .00 .00 .00 .00
6 054965 PVS CHEMICALS INC 115.00 .00 .00 .00 .00 .00
6 004287 QUALITY CARRIERS .00 .00 .00 .00 .00 945.00
6 025117 QUALITY CARRIERS .00 .00 .00 .00 .00 1,511.99
6 063780 QUALITY CARRIERS .00 .00 .00 .00 .00 2,877.83
6 056179 QUALITY CARRIERS .00 .00 .00 .00 .00 169.40
6 069044 QUALITY CARRIERS .00 .00 .00 .00 .00 208.82
6 069613 QUALITY CARRIERS .00 .00 .00 .00 .00 253.87
6 081876 QUALITY CARRIERS .00 .00 .00 .00 .00 220.00
6 082916 QUALITY TRANSPORT .00 .00 198.00- .00 .00 .00
6 084600 QUANTUM CHEMICAL CORP 240.00 .00 .00 .00 .00 .00
6 084610 QUANTUM CHEMICAL CORP 240.00 .00 .00 .00 .00 .00
6 081002 QUEENSWAY TANK LINES 464.77 .00 .00 .00 .00 .00
6 055737 R J GUERRERA 2,018.00 .00 .00 .00 .00 .00
6 052918 R WAYNE BOST TRUCKING INC 5,295.34 .00 .00 .00 .00 .00
6 080180 R WAYNE BOST TRUCKING INC 3,444.90 .00 50.00 .00 .00 .00
6 069317 RAY MOLDER CARRIER .00 .00 .00 .00 .00 1,385.57
6 000858 REFINERS TRANSPORT .00 .00 .00 .00 .00 1,796.47
6 002762 REFINERS TRANSPORT .00 .00 .00 .00 .00 224.20
6 009827 REFINERS TRANSPORT .00 .00 .00 .00 .00 90.00
6 050944 REFINERS TRANSPORT .00 .00 .00 .00 .00 4,475.42
6 057532 REFINERS TRANSPORT .00 .00 .00 .00 .00 405.18
6 060038 REFINERS TRANSPORT .00 .00 .00 .00 .00 2,054.94
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 064433 REFINERS TRANSPORT .00 .00 .00 .00 .00 1,710.32
6 080937 REFINERS TRANSPORT .00 .00 .00 .00 .00 933.91
6 058675 REICHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 350.96
6 068450 REICHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 917.50
6 004451 RENOSOL CORPORATION 660.00 .00 .00 .00 .00 .00
6 054787 RESEARCH SOLV & CHEM INC 285.00 .00 .00 .00 .00 366.48-
6 080468 RESOURCE TRANSPORT .00 .00 .00 .00 .00 324.62
6 070889 RESOURCES TRANSPORTATION 4,190.00 190.00 160.00 .00 160.00- .00
6 067701 RETECH CORPORATION .00 .00 .00 .00 .00 265.00
6 009571 REYNOLDS METALS COMPANY 70.00 .00 .00 .00 .00 .00
6 088747 REYNOLDS NATIONWIDE, INC 345.00 .00 .00 .00 .00 .00
6 057972 RHONE POULENC CHEMICAL .00 .00 .00 .00 .00 113.00
6 069170 RHONE POULENC CHEMICAL 9,225.20 .00 .00 .00 .00 .00
6 070033 RHONE POULENC CHEMICAL 225.00- .00 .00 .00 .00 225.00
6 083668 RHONE POULENC CHEMICAL 2,250.00 .00 .00 .00 .00 225.00
6 089938 RHONE POULENC CHEMICAL 152.00 .00 .00 .00 .00 .00
6 001000 RHONE POULENC SURFACTANTS .00 .00 .00 .00 .00 39.46
6 090230 ROCHESTER CARTAGE 60.00 .00 .00 .00 .00 .00
6 056725 RODGERS CARTAGE 175.00 .00 .00 .00 .00 .00
6 077736 RODGERS CARTAGE 235.00 .00 .00 .00 .00 .00
6 009829 ROEDER CARTAGE CO INC 260.00 .00 .00 .00 .00 .00
6 001833 ROGERS CARTAGE .00 .00 .00 195.00 .00 .00
6 002763 ROGERS CARTAGE 465.00 .00 .00 .00 .00 .00
6 055276 ROGERS CARTAGE 1,986.00 .00 200.00 .00 .00 .00
6 071271 ROGERS CARTAGE 2,356.20 .00 .00 .00 .00 91.16-
6 073023 ROGERS CARTAGE .00 .00 .00 .00 .00 159.75
6 076684 ROGERS CARTAGE 196.10 .00 .00 .00 .00 .00
6 081631 ROGERS CARTAGE 500.00 .00 .00 .00 .00 .00
6 085351 ROGERS CARTAGE 190.00 .00 .00 .00 .00 .00
6 080960 ROHM & HASS COMPANY 226.00 .00 .00 .00 .00 .00
6 070170 ROLLINS ENVIRONMENTAL SER 287.26 .00 .00 .00 .00 2,491.56
6 026251 ROSS TRANSPORTATION 304.75 .00 .00 .00 .00 .00
6 077914 ROY BROTHERS INC 697.84 .00 .00 .00 .00 .00
6 009832 RUAN TRANSPORT .00 .00 .00 .00 .00 115.00
6 060720 RUAN TRANSPORT 1,555.00 .00 .00 .00 .00 .00
6 060028 RYDER BULK TRANS SERV .00 .00 .00 .00 .00 360.00
6 069661 RYDER TRUCK RENTAL .00 .00 .00 .00 .00 171.00
6 009740 S & J TRANSPORTATION CO 2,314.82 .00 .00 .00 .00 .00
6 089333 S D MYERS 255.00 .00 .00 .00 .00 .00
6 051892 S D WARREN COMPANY .00 .00 .00 .00 .00 372.36
6 075092 S.E.T. ENVIRMENTAL 334.00 115.00 .00 .00 .00 .00
6 002052 SAFETY KLEEN CORPORATION 325.00 .00 .00 .00 .00 .00
6 076820 SAFETY KLEEN CORPORATION 124.00 .00 .00 .00 .00 .00
6 090084 SANDERS OIL COMPANY 160.00 .00 .00 .00 .00 .00
6 017165 SANDOZ CHEMICALS CORP 95.00 .00 .00 .00 .00 .00
6 071900 SCHENECTADY INTERNATIONAL 2,286.90 .00 .00 .00 .00 260.81
6 025415 SCHNEIDER NATIONAL 16,335.40 .00 .00 .00 .00 55.00-
6 057504 SCHNEIDER NATIONAL 2,507.74 .00 .00 .00 .00 215.00
6 073387 SCHNEIDER NATIONAL 7,174.62 .00 .00 .00 .00 195.00
6 088358 SCHNEIDER TANKLINES INC 605.00 161.00 .00 .00 .00 .00
6 080710 SCHWERMAN TRUCKING 329.40 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 006193 SCHWERMAN TRUCKING CO 692.46 .00 .00 .00 .00 199.08-
6 022115 SCHWERMAN TRUCKING CO 1,035.00 .00 .00 .00 .00 .00
6 026334 SCHWERMAN TRUCKING CO .00 .00 .00 .00 .00 100.05-
6 082058 SCHWERMAN TRUCKING CO 2,491.92 .00 .00 115.00- .00 .00
6 054734 SCIENTIC BRAKE 380.00 .00 .00 .00 .00 .00
6 072460 SEALAND SERVICE INC .00 .00 .00 .00 .00 129.00
6 073150 SENTRY PAINT TECHNOLOGIES 901.00 .00 .00 .00 .00 292.60
6 000455 SEVEN UP BOTTLING COMPANY .00 .00 .00 .00 .00 143.00-
6 058860 SEYLLER TRANSPORTATION IN 29,587.50 .00 .00 .00 .00 .00
6 072452 SHELL OIL COMPANY .00 .00 .00 .00 .00 432.00
6 075632 SHENKERS INTL .00 .00 .00 .00 .00 21.20
6 050706 SICO .00 .00 .00 .00 .00 70.00-
6 007255 SICOMAC CARRIERS 145.00 .00 .00 .00 .00 .00
6 028417 SLAY TRANSPORTATION 619.00 .00 .00 .00 .00 389.48
6 059751 SLAY TRANSPORTATION 214.00 .00 .00 .00 .00 .00
6 072107 SLAY TRANSPORTATION .00 .00 .00 .00 .00 114.49
6 088251 SLAY TRANSPORTATION 1,284.00 .00 .00 .00 .00 .00
6 088715 SONOCO IBC 2,144.00 .00 .00 .00 .00 .00
6 076660 SOUTHCHEM INCORPORATED 2,576.12 .00 25.00 65.00 .00 .00
6 022924 SOUTHEASTERN ADHESIVES CO 200.00 .00 .00 .00 .00 .00
6 085064 SOUTHERN BULK HAULERS 135.00- .00 .00 .00 .00 .00
6 012689 SOUTHERN COATINGS & CHEM 220.00 .00 .00 .00 .00 .00
6 064072 SOUTHERN LUBRICANTS 136.00 .00 .00 .00 .00 .00
6 052773 SPECIALIZED TANK SERVICES 2,797.50 .00 160.00 .00 .00 .00
6 071337 SPRINTER SERVICES INC 1,259.00 .00 .00 .00 .00 .00
6 090032 ST LOUIS COUNTY PARK & RE 288.00 .00 .00 .00 .00 .00
6 005701 STAR CHEMICAL COMPANY 160.00 .00 .00 .00 .00 .00
6 089998 STEER TANK LINES INC 259.70 .00 .00 .00 .00 .00
6 071534 STEPHENS ENTERPRIZE .00 .00 .00 .00 .00 15.00-
6 057565 STOLT NEILSON INC 365.00 1,440.00 100.00- 360.00 735.00 225.00-
6 083816 STOLT NEILSON INC .00 .00 .00 .00 .00 200.00-
6 059568 STOLT-NEILSON .00 .00 .00 .00 .00 175.00-
6 067555 STOLT-NEILSON 19,932.42 .00 70.00 .00 539.08 825.00
6 089450 STOLT-NEILSON 68,450.00 12,945.00 145.00 .00 .00 .00
6 051110 SUNDOWN EQUIPMENT .00 .00 .00 .00 .00 185.00-
6 078634 SUNDOWN TANK LINES LTD 414.72 .00 .00 .00 .00 .00
6 081364 SUPERIOR CARRIERS 2,769.12 144.72 .00 .00 .00 .00
6 003029 SUPERIOR CARRIERS 4,053.08 .00 .00 .00 .00 845.66
6 026524 SUPERIOR CARRIERS 3,082.32 .00 .00 .00 .00 225.77
6 058699 SUPERIOR CARRIERS 3,765.36 .00 .00 .00 122.00 114.45-
6 060029 SUPERIOR CARRIERS 44,811.36 37.96- 75.43- .00 95.00 781.89
6 060397 SUPERIOR CARRIERS 789.84 .00 .00 .00 .00 120.64
6 070334 SUPERIOR CARRIERS 2,550.40 .00 .00 .00 .00 12.75-
6 080326 SUPERIOR CARRIERS 1,286.98 .00 .00 .00 .00 .00
6 081427 SUPERIOR CARRIERS 2,327.32 .00 .00 .00 .00 112.96
6 085581 SUPERIOR CARRIERS 7,282.00 160.00- .00 .00 .00 .00
6 085582 SUPERIOR CARRIERS 2,025.00 .00 .00 .00 .00 .00
6 076241 SUPERIOR TANK TRAILER 130.00 .00 .00 .00 .00 .00
6 080250 SURPASS CHEMICAL CO, INC 445.20 .00 .00 .00 .00 .00
6 088441 SUTTLE TRANSPORTATION 204.12 .00 .00 .00 .00 .00
6 057534 SUTTLES TRUCK LEASING 10,101.13 30.00 275.00 .00 1,218.00 1,791.60
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 058079 SUTTLES TRUCK LEASING INC 475.00 .00 .00 .00 .00 .00
6 088724 SUTTLES TRUCK LEASING, IN 2,806.00 .00 .00 .00 .00 .00
6 065023 SUTTONS INTL (N A) INC 3,254.00 .00 .00 .00 152.50 1,831.50
6 086775 SYNTECH .00 455.00 490.00 .00 .00 .00
6 019853 T & T CHEMICAL COMPANY .00 .00 .00 .00 .00 1,041.71
6 056884 T D S I .00 .00 .00 .00 .00 307.09
6 072544 TANK CLEANING SERVICES .00 .00 .00 .00 .00 903.80
6 000242 TANK TRUCK TRANSPORT 240.00 .00 .00 .00 .00 .00
6 082653 TANK TRUCK TRANSPORT 223.56 .00 .00 .00 .00 .00
6 073007 TANKER TRANSPORT .00 .00 .00 .00 .00 15.00-
6 067285 TECHNICAL PRODUCTS 166.66 .00 .00 .00 .00 .00
6 079753 TENNESSEE VALLEY PERFORMA .00 .00 .00 .00 .00 264.80-
6 076847 TEXACO INT TRADERS INC 523.25 89.50 .00 .00 .00 77.00-
6 056940 TEXACO REF & MARKETING .00 .00 .00 .00 .00 170.00
6 079351 TEXACO REF & MARKETING .00 .00 .00 .00 .00 310.50
6 008256 THE GEO A RHEMAN CO INC 3,997.00 .00 .00 .00 375.50 355.75-
6 055277 TIDEWATER TRANSIT 212.00 .00 225.00- .00 .00 .00
6 063699 TIDEWATER TRANSIT .00 .00 125.00- .00 .00 .00
6 077066 TIDEWATER TRANSIT 145.00 .00 .00 .00 .00 .00
6 087252 TIDEWATER TRANSPORT 1,630.00 .00 .00 .00 .00 .00
6 058084 TIONA 361.00 .00 .00 .00 .00 24.20-
6 079551 TIPHOOK plc 60.00 .00 .00 .00 .00 .00
6 085333 TITANK AGENCIES USA INC 8,066.50 1,637.50 540.00 970.00 .00 .00
6 090246 TOBACCO CONTRACTOR 90.00 .00 .00 .00 .00 .00
6 086890 TOTAL DISTRIBUTION SERVIC 212.00 .00 .00 .00 .00 .00
6 071034 TOWNLEY PRODUCTS INC .00 .00 .00 .00 .00 74.20-
6 010686 TR-METRO CHEMICALS INC .00 .00 .00 .00 .00 101.65
6 089336 TRANS ATLANTIC 1,273.06 .00 .00 .00 .00 .00
6 073064 TRANS OCEAN TANK SERVICES 434.50 .00 .00 .00 .00 141.00
6 072328 TRANSPORT CO OF TEXAS .00 200.00 .00 .00 .00 291.60-
6 066201 TRANSPORT INC 4,466.50 .00 .00 .00 .00 .00
6 080533 TRANSPORT SERVICE 297.00 .00 .00 .00 .00 132.52
6 088153 TRANSPORT SERVICE 599.71 196.10 .00 .00 .00 .00
6 002820 TRANSPORT SERVICE CO 13,524.60 726.00 338.00 .00 384.00 1,180.81
6 026525 TRANSPORT SERVICE CO .00 .00 .00 245.00 .00 1,981.57
6 058704 TRANSPORT SERVICE CO .00 .00 .00 .00 .00 137.48
6 088051 TRANSPORT SERVICE CO .00 .00 .00 .00 190.50 .00
6 072212 TRANSPORT SERVICES 172.00 .00 .00 .00 .00 .00
6 076769 TRANSPORT SERVICES CO .00 .00 .00 .00 .00 202.30
6 026636 TRI ALLWASTE .00 .00 .00 .00 .00 163.38
6 070353 TRI COUNTY 95.00 .00 .00 .00 .00 .00
6 088465 TRI TANK CO 203.30 .00 .00 .00 .00 .00
6 062273 TRIMAC 613.63 .00 .00 .00 .00 200.00
6 083812 TRIMAC 426.00 .00 .00 .00 .00 .00
6 083939 TRIMAC 311.00 170.00 .00 .00 .00 909.49
6 086842 TRIMAC 5,560.00 .00 .00 .00 .00 .00
6 089941 TRIMAC #52 155.00 .00 .00 .00 .00 .00
6 028419 TRIMAC BULK TRANS INC .00 .00 .00 .00 .00 105.15
6 081237 TRIMAC BULK TRANS INC 746.28 145.00 .00 .00 .00 2,673.28
6 079552 TRIMAC BULK TRANSPORTATIO .00 .00 .00 .00 .00 250.56
6 001123 TRIMAC TRANSPORT SYSTEMS .00 130.00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 007254 TRIMAC TRANSPORT SYSTEMS 296.00 .00 .00 .00 .00 579.59
6 009261 TRIMAC TRANSPORT SYSTEMS 340.00 .00 .00 .00 .00 1,392.00
6 050846 TRIMAC TRANSPORT SYSTEMS 660.00 .00 .00 .00 .00 907.03
6 052747 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 687.06
6 057846 TRIMAC TRANSPORT SYSTEMS 370.00 .00 .00 .00 .00 .00
6 058329 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 261.94
6 059022 TRIMAC TRANSPORT SYSTEMS 1,033.56 .00 .00 .00 .00 .00
6 067422 TRIMAC TRANSPORT SYSTEMS 148.00 .00 .00 .00 .00 621.40
6 072505 TRIMAC TRANSPORT SYSTEMS 1,036.84 .00 .00 .00 .00 .00
6 080314 TRIMAC TRANSPORT SYSTEMS 401.96 293.76 259.01 .00 .00 103.00
6 081156 TRIMAC TRANSPORT SYSTEMS .00 201.96 .00 .00 .00 .00
6 082005 TRIMAC TRANSPORT SYSTEMS 974.28 .00 .00 .00 139.13 296.78
6 082010 TRIMAC TRANSPORT SYSTEMS .00 89.50 .00 .00 .00 129.00
6 082101 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 1,410.00
6 078843 TRIMAC TRANSPORTATION .00 .00 180.00 .00 .00 .00
6 089817 TRUCK TRANSPORT 102.36 .00 .00 .00 .00 .00
6 004198 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 517.05
6 007943 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 716.84
6 053062 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 232.86
6 074613 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 986.50
6 078250 TRUCK TRANSPORT INC .00 .00 .00 135.00 .00 .00
6 080851 TRUCK TRANSPORT INC 9,481.06 160.00 1,173.25 209.00 405.00 1,619.54
6 083620 U S ARMY 3,305.08 .00 26.88 253.80 161.28 .00
6 082191 ULRICH CHEMICAL CO 580.00 .00 .00 .00 .00 .00
6 001917 UNION CARBIDE CORPORATION 9,687.75 95.00- 90.00 200.00 131.25 235.50-
6 013731 UNION CARBIDE CORPORATION .00 353.60 .00 .00 .00 .00
6 026319 UNION CARBIDE CORPORATION .00 .00 .00 .00 .00 184.18-
6 071285 UNION CARBIDE CORPORATION .00 .00 .00 .00 .00 947.40-
6 076296 UNION CARBIDE CORPORATION 739.44 .00 .00 .00 .00 35.00
6 083870 UNION CARBIDE CORPORATION .00 106.25 .00 .00 .00 540.00
6 065926 UNION PACIFIC RAILROAD CO 6,680.00 .00 .00 .00 .00 616.00-
6 086267 UNITED TRANSPORT OF E LON 140.00 .00 178.00- 165.00- .00 .00
6 084335 UNITED TRANSPORT TANL CNT 275.00 .00 .00 .00 .00 .00
6 089483 UNITED TRANSPORT TANKCONT 499.36 .00 .00 .00 .00 1,794.00
6 081494 UNITEK ENVIRONMENTAL .00 .00 .00 .00 .00 7,634.00
6 085835 UNIVERSAL PETROLEUM TANK 517.50 .00 .00 .00 .00 .00
6 006278 UNOCAL CORPORATION .00 .00 .00 .00 .00 560.00
6 085570 UP JOHN COPANY .00 560.00 .00 .00 .00 .00
6 055279 USHER TRANSPORT 12,486.50 .00 .00 .00 .00 .00
6 003598 V C TANK LINES 2,727.96 169.56 55.00 20.00- .00 134.61-
6 059030 VALSPAR CORPORATION 2,148.00 .00 .00 .00 165.00 .00
6 004298 VAN WATERS & ROGERS .00 .00 .00 .00 .00 220.00
6 004945 VAN WATERS & ROGERS 411.00 .00 .00 .00 .00 .00
6 010226 VAN WATERS & ROGERS .00 200.00- .00 .00 .00 .00
6 026261 VAN WATERS & ROGERS 1,770.00 .00 .00 .00 .00 .00
6 050182 VAN WATERS & ROGERS 2,477.50 .00 .00 .00 .00 1,329.12-
6 054480 VAN WATERS & ROGERS .00 .00 .00 .00 .00 154.18-
6 085610 VAN WATERS & ROGERS 235.00 .00 .00 .00 .00 .00
6 088714 VC TANK LINES 247.82 115.00 .00 .00 .00 .00
6 008099 VIRKLER CHEMICAL COMPANY 2,095.00 .00 .00 .00 .00 .00
6 005610 VISTA CHEMICAL .00 .00 .00 .00 .00 290.00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 019020 VISTA CHEMCIAL .00 .00 .00 .00 .00 136.74
6 074599 VOLUME TRANSPORT 102.60 .00 .00 .00 .00 .00
6 086260 VULCAN MATERIAL CORP 235.00 .00 .00 .00 .00 .00
6 003455 W R GRACE & COMPANY .00 .00 .00 .00 .00 514.53
6 019916 W R GRACE & COMPANY .00 .00 .00 .00 .00 236.00
6 059114 W R GRACE & COMPANY .00 .00 .00 .00 .00 200.00
6 061013 W R GRACE & COMPANY .00 .00 .00 .00 .00 35.00
6 078570 W R GRACE & COMPANY 145.00 .00 .00 .00 .00 .00
6 010577 W R GRACE CONSTRUCTION DI .00 84.80 .00 .00 .00 116.60
6 077662 W T S OF HOUSTON INC 1,910.00 520.00 .00 260.00 221.00- 231.00
6 061034 WAYNE BOST TRUCKING 2,004.00 .00 .00 .00 .00 .00
6 053309 WEST CENTRAL ENVIRONMENTL 2,307.96 390.96 .00 .00 .00 499.33
6 081359 WESTBANK HARBOR SERVICES 2.40 .00 .00 .00 .00 .00
6 054924 WESTERN COMMERCIAL TRANSP 115.00 .00 .00 .00 .00 .00
6 076408 WHARTON TRANSPORT 270.40 41.60- 121.90 .00 .00 .00
6 007515 WHEELER TRANSPORT 1,622.50 .00 .00 .00 .00 108.00-
6 008561 WIKEL BULK EXPRESS 1,776.00 .00 .00 .00 .00 .00
6 090163 WILCUR INC 174.00 .00 .00 .00 .00 .00
6 089671 WILEY SANDERS 449.82 .00 .00 .00 .00 .00
6 090240 WILEY SANDERS 1,125.40 .00 .00 .00 .00 .00
6 066789 WILLETT COMPANY .00 .00 .00 .00 .00 170.00
6 088145 WILMINGTON COCA-COLA 365.00 .00 .00 .00 .00 .00
6 081053 WIM VOS USA INC 520.00 .00 520.00 .00 .00 .00
6 089643 WIM VOS USA INC 260.00 .00 .00 .00 .00 .00
6 004100 WITCO CORPORATION .00 .00 .00 .00 .00 384.00
6 058080 WYNNE TRANSPORT 2,044.85 .00 .00 .00 .00 .00
6 000615 YELLOWSTONE VALLEY CHEM .00 .00 .00 .00 .00 220.00-
6 003031 YOUNGER BROTHERS 4,159.60 .00 291.20 332.80- .00 152.50
6 003864 YOUNGER BROTHERS 318.75 .00 .00 .00 .00 .00
6 004555 YOUNGER BROTHERS 4,222.00 1,040.00 1,740.00 .00 200.00 1,940.50
6 005212 YOUNGER BROTHERS 2,986.00 301.00 .00 449.55- 173.00- 21.45-
6 006534 YOUNGER BROTHERS 548.43 .00 .00 .00 .00 .00
6 083538 YOUNGER BROTHERS .00 .00 .00 .00 .00 26.50-
6 084614 YOUNGER BROTHERS 620.00 .00 .00 .00 .00 .00
6 089662 YOUNGER BROTHERS 182.00 .00 .00 .00 .00 .00
6 090247 3 R INCORPORATED OF CHARL 50.00 .00 .00 .00 .00 .00
6 070042 7-7 INC 215.00 .00 .00 .00 .00 .00
6 TOTAL 1175,974.03 70,557.30 53,424.41 20,634.14 26,576.02 258,451.37
BALANCE 1605,435.27
</TABLE>
<PAGE>
QUALA SYSTEMS, INC.
SUMMARY
Summary of Quala Systems, Inc. aged accounts receivable as of May 1, 1993
(showing detailed aging less than 90 days from invoice date) total $1,605,435.
==========
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 1
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
C 63593 $245 $245.00
CUST. TOTAL..... 245 245.00
01135 A & R TRANSPORT INC P O BOX 577 IL OTTAWA $6- $6.33-
CUST. TOTAL..... 6- 6.33-
75238 A B ROBERTS P O BOX 131389 TX TYLER $1,205 $1,265 $320 $2,790.00
CUST. TOTAL..... 1,205 1,265 320 2,790.00
09948 A G TRUCKING U S 33 SOUTH IN GOSHEN $370 $370.00
CUST. TOTAL..... 370 370.00
81375 A J SANDI 400 CHAPMAN STREET MA GREENFIELD $1,166 $1,166.00
CUST. TOTAL..... 1,166 1,166.00
00003 A J WEIGAND INC P O BOX 103 OH DOVER $3,086 $3,086.00
CUST. TOTAL..... 3,086 3,086.00
25619 A T & T P O BOX 105154 GA ATLANTA $199 $199.00
CUST. TOTAL..... 199 199.00
60910 A W MARTIN 108 BLACKS RD CT CHESHIRE $155 $155.00
CUST. TOTAL..... 155 155.00
00130 ABCO P O BOX 335 SC ROEBUCK $1,032 $1,032.00
CUST. TOTAL..... 1,032 1,032.00
73385 ACCOUNTS RECEIVABLE PA LIONVILLE $290- $290.17-
CUST. TOTAL..... 290- 290.17-
03773 ACHEM CORPORATION P O BOX 930 SC COWPENS $770 $1,067 $342 $152- $2,026.50
CUST. TOTAL..... 770 1,067 342 152- 2,026.50
09734 ACME RESIN CORPORATION 10330 W ROOSEVELT RD IL WESTCHESTER $195 $195.00
CUST. TOTAL..... 195 195.00
82688 ADM CORP CORN SWEETNERS IL DECATUR $229 $171 $400.00
CUST. TOTAL..... 229 171 400.00
75608 ADM TRANSPORT P O BOX 3574 GA MACON $196 $196.00
CUST. TOTAL..... 196 196.00
74616 ADM TRUCKING INC 2505 N JASPER ST IL DECATUR $2,640 $130- $2,510.20
CUST. TOTAL..... 2,640 130- 2,510.20
24524 AERO LIQUID TRANSPORT 1717 FOUR MILE ROAD N/E MI GRAND RAPIDS $6- $6.22-
03943 AERO LIQUID TRANSPORT 13565 GRAND RIVER DIRVE MI LOWELL $180 $10 $1,069 $1,259.99
CUST. TOTAL..... 180 10 1,063 1,253.77
85504 AFFILIATED 3001 S HICKORY TN CHATTANOOGA $1,025- $1,147 $121.68
CUST. TOTAL..... 1,025- 1,147 121.68
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 2
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
76023 AIR PRODUCTS & CHEMICALS 7201 HAMILTON BLVD PA ALLENTOWN $2,734 $1,372 $1,208 $5,315.90
70526 AIR PRODUCTS & CHEMICALS 403 CARLINE ROAD SC LANGLEY $189 $189.00
CUST. TOTAL..... $2,923 1,372 1,208 5,504.90
23132 AKZO CHEMICALS INC 13000 BAY PARK ROAD TX PASADENA $160 $160.00
CUST. TOTAL.... 160 160.00
64026 AL THOMPSON TRUCKING P O BOX 1050 SC CHESTER $1,358 $1,358.00
CUST. TOTAL..... 1,358 1,358.00
89488 ALL FREIGHT SERVICES C/O C.C.E. TRANSPORTATIO TX FRIENDSWOOD $160 $160.00
CUST. TOTAL..... 160 160.00
83716 ALL TANK TRANSPORT 622 WATERLOO RD OH AKRON $3,017 $2,445 $1,375 $7,798 $14,635.97
CUST. TOTAL..... 3,017 2,445 1,375 7,798 14,635.97
50105 ALLIANCE TRANSPORTATION P O BOX 1182 WI MILWAUKEE $340 $340.00
CUST. TOTAL..... 340 340.00
23976 ALLIED-SIGNAL INC P O BOX 226 LA GEISER $530 $530.00
85183 ALLIED-SIGNAL INC ROUTE 61 PA SHOEMAKERSVILL $4,042 $4,042.68
15005 ALLIED-SIGNAL INC DRAWER 761 VA HOPEWELL $227 $227.50
CUST. TOTAL..... 4,042 757 4,800.18
78219 ALPHA CHEMICAL CORP P O DRAWER S LA RESERVE $235 $235.00
CUST. TOTAL..... 235 235.00
74005 ALTOM TRANSPORT 4946 S CICERO AVE IL CHICAGO $115 $115.00
CUST. TOTAL..... 115 115.00
02150 AMERICAN CYANAMID COMPAN P O BOX 425 CT WALLINGFORD $165 $360 $525.00
03020 AMERICAN CYANAMID COMPAN 2715 MILLER RD MI KALAMAZOO $915 $915.00
CUST. TOTAL..... 1,080 360 1,440.00
04981 AMERICAN INDUSTRIAL CHEM P O BOX 723117 GA ATLANTA $245 $245.67
CUST. TOTAL..... 245 245.67
90133 AMERICAN TANK CONTAINERS P O BOX 424098 MA ELKRIDGE $153 $153.70
CUST. TOTAL..... 153 153.70
55099 AMERICAN TANK TRANSPORT 6317 MACAW COURT MA ELKRIDGE $180 $180.20
CUST. TOTAL..... 180 180.20
04803 AMERICHEM INC 340 NORTH AVENUE MA MASON, IN $305 $305.00
CUST. TOTAL..... 305 305.00
72761 AMOCO CHEMICAL CORP P O BOX 1875 TX ALVIN $1,930 $1,750 $3,680.00
CUST. TOTAL..... 1,930 1,750 3,680.00
01682 AMOCO OIL COMPANY 280 WATERFRONT STREET CT NEW HAVEN $310 $310.00
CUST. TOTAL..... 310 310.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 3
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
71627 ANDREW TRANSPORT INC P O BOX 163469 TX FORT WORTH $110 $110.00
CUST. TOTAL..... 110 110.00
53934 ARCHER DANIELS MIDLAND C 1251 BEAVER CHANNEL PKWY IA CLINTON $223 $223.56
04030 ARCHER DANIELS MIDLAND C 2505 N JASPER IL DECATUR $779 $779.00
CUST. TOTAL..... 779 223 1,002.56
06555 ARCO CHEMICAL COMPANY 3801 WEST CHESTER PIKE PA NEWTOWN SQUARE $305 $305.00
CUST. TOTAL..... 305 305.00
74203 ARISTECH CHEMICAL CORP ISLAND AVENUE PA PITTSBURGH $796 $405- $391.00
CUST. TOTAL..... 796 405- 391.00
75313 ARMSWAY TANK TRANSPORT 5378 SEBRING WARNER RD. OH GREENVILLE $134 $4 $138.85
CUST. TOTAL..... 134 4 138.85
12059 ASHLAND CHEMICAL COMPANY 8600 ENTERPRISE DR CA NEWARK $280 $50- $230.00
21700 ASHLAND CHEMICAL COMPANY 7710 POLK STREET MO SAINT LOUIS $606 $230 $836.00
88083 ASHLAND CHEMICAL COMPANY 7410 HALL STREET MO SAINT LOUIS $480 $480.00
05080 ASHLAND CHEMICAL COMPANY RIVERSIDE AVENUE NY RENSSELAER $804 $343 $259 $1,407.24
04780 ASHLAND CHEMICAL COMPANY P O BOX 6250 OH AKRON $120 $120.00
56381 ASHLAND CHEMICAL COMPANY P O BOX 173 ATTN K HILL OH COLUMBUS $200 $70- $130.00
60998 ASHLAND CHEMICAL COMPANY BOX 2219/QUALAWASH OH COLUMBUS $134 $162- $28.00-
86823 ASHLAND CHEMICAL COMPANY P O BOX 2219 OH COLUMBUS $276- $276.00-
87426 ASHLAND CHEMICAL COMPANY 5200 BLAZER PARKWAY OH DUBLIN $285- $285.00-
22016 ASHLAND CHEMICAL COMPANY 1-95 INDUSTRIAL PARK PA ASTON $248 $248.98
CUST. TOTAL..... 2,424 493 54- 2,863.22
28345 ASHLAND OIL INC 6121 ALMEDA GENGA ROAD TX HOUSTON $3,445 $3,445.00
CUST. TOTAL..... 3,445 3,445.00
71728 AUTUMN IND INC 518 PERKINS-JONES ROAD OH WARREN $640 $640.00
CUST. TOTAL..... 640 640.00
62687 B B & L INC 1301 INDUSTRIAL DRIVE IL LAKE IN THE HI $360 $360.00
CUST. TOTAL..... 360 360.00
53768 BALTIMORE TANK LINES P O BOX 1028 MD GLEN BURNIE $960 $960.36
CUST. TOTAL..... 960 960.36
82003 BARNETT TRANSPORTATION I P O BOX 031605 AL TUSCALOOSA $1,025 $984 $2,009.80
CUST. TOTAL..... 1,025 984 2,009.80
05091 BASF CORPORATION P O DRAWER D/BLDG 201 VA WILLIAMSBURG $140 $140.00
CUST. TOTAL..... 140 140.00
09209 BASF INMONT CORPORATION 3301 BOURKE AVENUE MI DETROIT $175 $175.00
CUST. TOTAL..... 175 175.00
01963 BECKER CORPORATION P O BOX 581180 OK TULSA $170 $170.00
CUST. TOTAL..... 170 170.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 4
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
28738 BEECHAM INC. 46 RIVER STREET CT NEW HAVEN $195 $195.00
CUST. TOTAL..... 195 195.00
88710 BEELMAN BOX 93 IL SAINT LIBORY $70- $70.00-
CUST. TOTAL..... 70- 70.00-
79562 BEELMAN TRUCK CO P O BOX 507 MO STE GENEVIEVE $207 $64- $142.43
CUST. TOTAL..... 207 64- 142.43
05572 BENZSAY & HARRISON RAILROAD AVE NY DELANSON $18 $18.27
CUST. TOTAL..... 18 18.27
68613 BETZ LABORATORIES INC. 170 FORBES ROAD MA BRAINTREE $1,800 $4,960 $2,860 $9,620.00
89699 BETZ LABORATORIES INC. 3026 SOLANDT ON KANATA $223 $223.56
08910 BETZ LABORATORIES INC. 4636 SOMERTON ROAD PA TREVOSE $5,888 $1,895 $7,783.68
CUST. TOTAL.... 7,911 4,960 2,860 1,895 17,627.24
75828 BIERLEIN 2903 S GRAHAM MI SAGINAW $170 $170.00
CUST. TOTAL.... 170 170.00
10350 BISHOP CHEMICAL 160 VAN RENSELEAR STREET NY BUFFALO $285 $285.12
CUST. TOTAL.... 285 285.12
09290 BISON LABORATORIES 80 LESLIE STREET NY BUFFALO $88 $88.56
CUST. TOTAL.... 88 88.56
85590 BLACKHOWSKE TRUCK LINES P O BOX 530 MN FAIRMONT $126 $137 $99 $363.11
CUST. TOTAL.... 126 137 99 363.11
84422 BO BACHS TRANSPORT INC 38 SANFORDVILLE RD NY WARWICK $123 $123.00
CUST. TOTAL.... 123 123.00
26632 BONCOSKY TRANSPORTATION 1301 INDUSTRIAL DRIVE IL ALGONQUIN $15,872 $6,045 $196- $21,721.88
86087 BONCOSKY TRANSPORTATION RT 51 & PITTSBURGH AVE PA CORAOPOLIS $770 $770.00
81811 BONCOSKY TRANSPORTATION 4 CROWN POINT ROAD NJ PAULSBORO $3,410 $3,410.36
CUST. TOTAL.... 20,052 6,045 196- 25,902.24
06160 BORDEN & REMINGTON P O BOX 2573 MA FALL RIVER $111 $111.30
CUST. TOTAL.... 111 111.30
74610 BORDEN PKG & INDUSTRIAL P O BOX 847 WI SHEBOYGAN $115 $115.00
CUST. TOTAL.... 115 115.00
67932 BORDON CHEMICAL 1717 WEST WARD STREET NC HIGH POINT $550 $550.00
CUST. TOTAL.... 550 550.00
72236 BORK TRANSPORT 12440 S STONEY ISLAND IL CHICAGO $180 $66 $246.00
59027 BORK TRANSPORT 1047 ARLINGTON IL DECATUR $110 $110.00
51458 BORK TRANSPORT P O BOX 568 IL SUMMIT $1,959 $3,195 $565 $5,719.68
79422 BORK TRANSPORT P O BOX 500 IL SUMMIT $155 $415 $160 $730.15
CUST. TOTAL.... 2,224 3,790 160 631 6,805.83
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 5
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
84501 BORK TRANSPORT INC P O BOX 1778 IA DES MOINES $145 $145.00
CUST. TOTAL..... 145 145.00
09935 BRIDGELAND TERMINALS LTD 35 ORIOLE PARKWAY ON ELMIRA $280 $280.00
CUST. TOTAL..... 280 280.00
90229 BROWNING-FERRIS INDUSTRI 910 CAMARO RUN PA WEST CHESTER $1,387 $1,387.54
CUST. TOTAL..... 1,387 1,387.54
52738 BRYSON RECOVERY SERVICES 411 BURTON ROAD SC LEXINGTON $85- $85.80-
CUST. TOTAL..... 85- 85.80-
78867 BUCK BAKER TRUCKING 350 TOWNSON STREET CA SAN FRANCISCO $140 $140.00
CUST. TOTAL..... 140 140.00
06823 BUCKMAN LABORATORIES P O BOX 200 MO CADET $228 $228.00
CUST. TOTAL..... 228 228.00
64183 BUESING BULK TRANSPORT 2212 CRESTVIEW DR WI HUDSON $754 $754.15
CUST. TOTAL..... 754 754.15
11940 BUFFALO COLOR CORPORATION P O BOX 7027 NY BUFFALO $68 $68.04
CUST. TOTAL..... 68 68.04
64998 BUFFALO FUEL CORP 2445 ALLEN AVE NY NIAGARA FALLS $745 $532 $1,052 $2,329.96
CUST. TOTAL..... 745 532 1,052 2,329.96
68345 BUILDERS TRANSPORT P O BOX 7005 SC CAMDEN $83- $83.20-
CUST. TOTAL..... 83- 83.20-
89489 BULK INC 676 SAVAGE RD BOX 9 PA NORTHAMPTON $490 $490.86
CUST. TOTAL..... 490 490.86
73315 BULK TRANSPORT 7177 INDUSTRIAL PARKWAY OH PLAIN CITY $315 $315.00
CUST. TOTAL..... 315 315.00
52018 BULK TRANSPORT 415 LEMON STREET CA WALNUT $225 $987 $1,078 $1,417 $3,707.00
CUST. TOTAL..... 225 987 1,078 1,417 3,707.00
00004 BULK TRANSPORT CO. INC. 1500 PINE MI ESSEXVILLE $92 $92.00
CUST. TOTAL..... 92 92.00
26929 BULKHAUL USA INC 6 C0MMERCE DRIVE NJ CRANFORD $392 $392.50
CUST. TOTAL..... 392 392.50
03682 BULKMATIC TRANSPORT 12000 SOUTH DOTY AVENUE IL CHICAGO $80- $80.00-
77488 BULKMATIC TRANSPORT 3998 MUELLER RD IL DECATUR $110 $130 $240.00
77474 BULKMATIC TRANSPORT 1150 E 145TH ST IN E CHICAGO $250 $250.56
77461 BULKMATIC TRANSPORT 2001 N CLINE AVENUE IN GRIFFITH $2,804 $1,715 $195- $4,323.84
77457 BULKMATIC TRANSPORT 2450 SHEFFIELD IN HAMMOND $150 $150.00
02035 BULKMATIC TRANSPORT 1635 MERWIN OH CLEVELAND $158 $158.00
77470 BULKMATIC TRANSPORT 149 NICHOL AVENUE PA MCKEES ROCKS $150 $150.00
CUST. TOTAL..... 3,314 1,865 130 117- 5,192.40
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 6
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
25613 BURLINGTON INDUSTRIES P O BOX 691 NC BURLINGTON $370 $370.00
CUST. TOTAL..... 370 370.00
12690 BURRIS CHEMICAL COMPANY 4210 AZALEA DRIVE SC CHARLESTON $105 $90- $15.00
CUST. TOTAL..... 105 90- 15.00
55932 BUTLER & COMPANY HIGHWAY 18 AL VERNON $186 $186.72
CUST. TOTAL..... 186 186.72
52207 BYNUM TRANSPORT 4609 HIGHWAY 92 EAST FL LAKELAND $407 $90- $317.36
CUST. TOTAL..... 407 90- 317.36
83481 C T HARRIS & CO P O BOX 80 GA SANDERSVILLE $1,215 $270- $1,615 $2,560.26
CUST. TOTAL..... 1,215 270- 1,615 2,560.26
55274 C T L DISTRIBUTION INC P O BOX 437 FL MULBERRY $3,861 $130 $208- $3,783.25
88706 C T L DISTRIBUTION INC P O BOX 437 FL MULBERRY $207 $207.36
CUST. TOTAL..... 4,069 130 208- 3,990.61
55271 CALEDONIA LINES INC P O BOX 148 NU CALEDONIA $1,771 $693 $2,465.31
CUST. TOTAL..... 1,771 693 2,465.31
04948 CALGON CORPORATION 18725 EAST SAN JOSE CA CITY OF INDUST $462 $462.00
14403 CALGON CORPORATION P O BOX 5060 MO SAINT LOUIS $240 $240.00
12950 CALGON CORPORATION P O BOX 817 PA PITTSBURGH $616 $616.00
CUST. TOTAL..... 616 702 1,318.00
51008 CALIFORNIA TANK LINES P O BOX 6245 CA STOCKTON $225 $1,360 $1,585.00
CUST. TOTAL..... 225 1,360 1,585.00
38420 CAPE INDUSTRIES HIGHWAY 421 NORTH NC WILMINGTON $160 $160.00
CUST. TOTAL..... 160 160.00
61571 CARBON EXPRESS INC P O BOX 403 NJ WHARTON $12,850 $9,919 $4,257 $3,286 $30,314.57
61572 CARBON EXPRESS INC 382 ROUTE 15 SOUTH NJ WHARTON $487 $213 $718 $1,419.36
CUST. TOTAL..... 13,338 10,132 4,257 4,005 31,733.93
13617 CARDINAL STABILIZERS INC 2010 S BELTLINE BOULEVARD SC COLUMBIA $115 $115.00
CUST. TOTAL..... 115 115.00
50112 CAROLINA CARRIERS INC P O BOX 11127 NC DURHAM $195- $195.00-
CUST. TOTAL..... 195- 195.00-
53823 CASH PAYMENTS-MISC DO NOT MAIL PA EXTON $4,453 $4,453.76
CUST. TOTAL..... 4,453 4,453.76
70288 CASHION CO 101 CASE ST SC FOUNTAIN INN $335 $335.00
CUST. TOTAL..... 335 335.00
88989 CATES MILK HAULING INC P O BOX 1097 AL COLUMBIANA $1,125 $800 $115 $2,040.00
CUST. TOTAL..... 1,125 800 115 2,040.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 7
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10507 CBSL 4750 S MERRIMAC ST IL CHICAO $201 $65 $233 $499.40
CUST. TOTAL..... 201 65 233 499.40
06083 CECOS INTERNATIONAL INC 27004 SOUTH FROST LA LIVINGSTON $1,965 $1,965.00
CUST. TOTAL..... 1,965 1,965.00
53039 CENTRAL OIL & ASPHALT P O BOX 41 GA DOUGLASVILLE $224- $224.50-
CUST. TOTAL..... 224- 224.50-
51092 CENTRAL TRANSPORT 3804 BEILS LANE KY LOUISVILLE $22,498 $97- $120 $22,521.00
13886 CENTRAL TRANSPORT P O BOX 7007 NC HIGH POINT $3,746 $115 $530 $4,391.27
81217 CENTRAL TRANSPORT 215 SAMPSON ROAD NC WILMINGTON $4,849 $200- $745 $5,395.00
66426 CENTRAL TRANSPORT 5330 FRONTAGE ROAD SC GREENVILLE $115 $115.00
CUST. TOTAL..... 31,208 18 200- 1,395 32,422.27
68786 CERTUS INC. 86 WESTBORO ROAD MA N GRAFTON $310 $237 $547.00
CUST. TOTAL..... 310 237 547.00
89534 CETCO, INC P O BOX 8567 MO SUGAR CREEK $92 $92.00
CUST. TOTAL..... 92 92.00
76122 CHALLENGE INTERNATIONAL 5005 MITCHELLDALE ST TX HOUSTON $740 $238 $497 $2,929 $4,405.50
CUST. TOTAL..... 740 238 497 2,929 4,405.50
84992 CHEM SERV 5055 NIKE DR OH COLUMBUS $2,655 $2,655.00
CUST. TOTAL..... 2,655 2,655.00
03490 CHEMCENTRAL CORPORATION P O BOX 47280 GA ATLANTA $76 $76.00
10396 CHEMCENTRAL CORPORATION P O BOX 385 IN NEW HAVEN $643 $643.00
04503 CHEMCENTRAL CORPORATION 1825 APPLETON LANE KY LOUISVILLE $65 $65.00
11990 CHEMCENTRAL CORPORATION 3709 RIVER ROAD NY TONAWANDA $813 $813.24
14921 CHEMCENTRAL CORPORATION 2500 VINSON STREET TX DALLAS $525 $525.00
CUST. TOTAL..... 2,122 2,122.24
50559 CHEMFLEET CHEMICAL 8 MEDALLION CENTER NH MERRIMACK $145 $140 $100- $185.00
27401 CHEMFLEET CHEMICAL 3091 APPLEBY LINE R-1 ON BURLINGTON $3,012 $261 $45 $3,319.58
CUST. TOTAL..... 3,157 401 55- 3,504.58
02944 CHEMICAL ASSOCIATES INC 1270 S CLEVELAND MASSILL OH AKRON $410 $264 $674.67
67099 CHEMICAL ASSOCIATES INC 1270 CLEVE-MASSILLION RD OH COPLEY $189 $189.10
CUST. TOTAL..... 410 453 863.77
00526 CHEMICAL INTERCHANGE 2932 S BENTWOOD MO SAINT LOUIS $772 $13 $785.80
CUST. TOTAL..... 772 13 785.80
72417 CHEMICAL LEAMAN INTERNAT INTERNATIONAL BILLING ON PA EXTON $1,439 $145 $2,075 $3,659.65
CUST. TOTAL..... 1,439 145 2,075 3,659.65
50958 CHEMICAL LEAMAN TANK LIN 21119 S WILMINGTON AVENUE CA LONG BEACH $595 $595.00
77671 CHEMICAL LEAMAN TANK LIN 1301 LOVERIDGE ROAD CA PITTSBURGH $4,400 $4,400.00
01014 CHEMICAL LEAMAN TANK LIN P O BOX 7 GA JONESBORO $495 $495.00
50281 CHEMICAL LEAMAN TANK LIN 17550 FRITZ DRIVE IL LANSING $275 $275.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 8
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
11398 CHEMICAL LEAMAN TANK LIN P O BOX 575 LA LAKE CHARLES $299 $299.60
82284 CHEMICAL LEAMAN TANK LIN LA SULPHUR $288 $288.90
07599 CHEMICAL LEAMAN TANK LIN 4200 JAMES SAVAGE ROAD MI MIDLAND $275 $275.00
01937 CHEMICAL LEAMAN TANK LIN NJ E RUTHERFORD $462 $462.50
07498 CHEMICAL LEAMAN TANK LIN 575 HAGUE AVENUE OH COLUMBUS $225 $225.00
05071 CHEMICAL LEAMAN TANK LIN APPROVAL REQUIRED IMMEDI PA LIONVILLE $17,905 $17,905.92
65075 CHEMICAL LEAMAN TANK LIN APPROVAL REQUIRED IMMEDI PA LIONVILLE $315- $315.00-
72840 CHEMICAL LEAMAN TANK LIN INTERNATIONAL SERVICE PA LIONVILLE $1,915 $1,915.00
73926 CHEMICAL LEAMAN TANK LIN 1470 S PENNSYLVANIA AVE PA MORRISVILLE $847 $847.45
57791 CHEMICAL LEAMAN TANK LIN TX BAYTOWN $225 $225.00
65857 CHEMICAL LEAMAN TANK LIN 701 S HWY 227 TX CLUTE $275 $275.00
16858 CHEMICAL LEAMAN TANK LIN TX LAREDO $225 $225.00
CUST. TOTAL..... 495 27,899 28,394.37
04194 CHEMICAL SALES COMPANY 4661 MONACO CO DENVER $270 $270.00
00821 CHEMICAL SALES COMPANY 1382 NIAGARA STREET NY BUFFALO $169 $169.56
CUST. TOTAL..... 169 270 439.56
14189 CHEMICAL SOLVENTS INC 1140 INDUSTRY AVENUE VA ROANOKE $380 $380.00
CUST. TOTAL..... 380 380.00
07680 CHEMICAL TRANSFER P O BOX 6063 CA STOCKTON $225 $225.00
CUST. TOTAL..... 225 225.00
08009 CHEMICAL TRANSPORTATION 14700 S AVALON BLVD CA GARDENA $201 $201.40
CUST. TOTAL..... 201 201.40
06641 CHEMICAL WASTE MANAGEMEN P O BOX 55 AL EMELLE $200 $160 $360.00
89988 CHEMICAL WASTE MANAGEMEN 41-85 DOREMUS AVENUE NJ NEWARK $397 $397.50
CUST. TOTAL..... 597 160 757.50
19892 CHEMISPHERE CORPORATION 2102 CLIFTON NO SAINT LOUIS $1,135 $638 $1,773.75
CUST. TOTAL..... 1,135 638 1,773.75
04735 CHEMRON CORPORATION P O BOX 2299 CA PASO ROBLES $450 $450.00
CUST. TOTAL..... 450 450.00
03952 CHEMTECH INDUSTRIES 139 EAST SOPER STREET MO SAINT LOUIS $435 $1,108 $661 $130 $2,335.00
16230 CHEMTECH INDUSTRIES 1655 DES PERES ROAD MO SAINT LOUIS $25 $130 $155.00
CUST. TOTAL..... 460 1,108 661 260 2,490.00
01437 CHEMTOOL INC 8200 RIDGEFIELD ROAD IL CRYSTAL LAKE $230 $230.00
CUST. TOTAL..... 230 230.00
89705 CHOICE TRANSPORTATION 54 BROAD ST NJ RED BANK $3,692 $161 $3,853.50
CUST. TOTAL..... 3,692 161 3,853.50
24191 CIBA GEIGY CORPORATION 205 S JAMES ST DE NEWPORT $360 $221 $487 $1,069.27
CUST. TOTAL..... 360 221 487 1,069.27
77149 CLEAN HARBORS INC 11800 SOUTH STONEY ISLAN IL CHICAGO $707 $525 $134 $1,366.00
68096 CLEAN HARBORS INC 32 BASK RD NY GLENMONT $409 $17 $560 $988.08
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 9
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00022 CLEAN HARBORS INC 2900 BROADWAY OH CLEVELAND $480- $480.00-
CUST. TOTAL..... 1,116 525 151 80 1,874.08
73768 CLEAN VENTURE 1160 STATE STREET NJ PERTH AMBOY $167 $167.31
85599 CLEAN VENTURE RD 1 BOX 202B NJ SWEDESBORO $445 $445.20
CUST. TOTAL..... 445 167 612.51
26955 COMMERCIAL TRANSPORT INC P O BOX 469 IL BELLEVILLE $1,290 $238 $1,528.00
CUST. TOTAL..... 1,290 238 1,528.00
73770 COMMERCIAL CARTAGE CO P O BOX 1829 MO SAINT LOUIS $858 $897 $1,755.50
CUST. TOTAL..... 858 897 1,755.50
54375 CONLEY CORP 6891 SENECA STREET NY ELMA $140 $140.00
CUST. TOTAL..... 140 140.00
56721 CONOCO INC 250 AIRPORT ROAD DE NEW CASTLE $1,629 $1,629.22
87543 CONOCO INC P O BOX 267 NC BREVARD $2,160 $8 $2,168.00
79331 CONOCO INC 3321 HWY 421 N NC WILMINGTON $324 $324.00
81657 CONOCO INC P O DRAWER A SC CAMDEN $1,800 $1,800.00
71463 CONOCO INC P O BOX 1216 TX LA PORTE $3,530 $2,430 $5,960.00
85061 CONOCO INC 1706 FOREMAN RD TX ORANGE $2,945 $360 $3,305.00
CUST. TOTAL..... 12,388 2,790 8 15,186.22
75376 CONTAINER CARE MAYO SHELL DRIVE TX GALENA PARK $160 $160.00
CUST. TOTAL..... 160 160.00
59101 CONTAINER CARE INTERNATI 500 MAYO SHELL ROAD TX GALENA PARK $2,790 $2,280 $200 $150 $5,420.00
CUST. TOTAL..... 2,790 2,280 200 150 5,420.00
01583 CONTINENTAL INDUSTRIAL C 5010 HOVIS ROAD NC CHARLOTTE $56 $56.50
CUST. TOTAL..... 56 56.50
56266 CONTINENTAL TRANS EXPRESS P O BOX 228 LA GEISMAR $2,773- $2,773.00-
CUST. TOTAL..... 2,773- 2,773.00-
81127 CRAWFORD TRANSPORT INC P O BOX 1163 ON GUELPH $957 $957.00
CUST. TOTAL..... 957 957.00
71595 CRODA INC 3901 W ROHR AVE WI MILWAUKEE $833 $833.00
CUST. TOTAL..... 833 833.00
75240 CROMARTIE TRANSPORT P O BOX 123 NC WILMINGTON $1,264 $1,316 $2,580.19
CUST. TOTAL..... 1,264 1,316 2,580.19
11449 CROWLEY MARITIME CORP P O BOX 6466 LA LAKE CHARLES $680 $680.00
11556 CROWLEY MARITIME CORP 1820 CHAPEL AVE., SUITE NJ CHERRY HILL $218- $218.13-
CUST. TOTAL..... 680 218- 461.87
05710 CUSTOM INTERCHEM INC. 4736 ALLUM ROAD TX HOUSTON $200 $525 $725.00
CUST. TOTAL..... 200 525 725.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 10
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
85557 CUSTOMIZED TRANSPORTATION 9485 REGENCY SQUARE BLVD FL JACKSONVILLE $110 $110.00
CUST. TOTAL..... 110
12778 D J KING INC P O BOX 390 CT BRANFORD $.00
CUST. TOTAL..... .00
56424 D S I TRANSPORT 305 REGIONAL ROAD NORTH NC GREENSBORO $1,325 $1,325.00
69997 D S I TRANSPORT 6700 ESSINGTON AVE PA PHILADELPHIA $90- $90.10-
69096 D S I TRANSPORT 150 OLD SPARTANBURG HWY SC WELLFORD $5,384 $1,703 $7,087.25
01741 D S I TRANSPORT P O BOX 674421 TX HOUSTON $290 $64 $354.70
51366 D S I TRANSPORT P O BOX 12031 VA ROANOKE $35- $35.00-
CUST. TOTAL 5,674 $3,028 60- 8,641.85
83242 DAHER AMERICA INC 120 STANDIFER DRIVE TX HOUSTON $1,100 $1,100.00
CUST. TOTAL..... 1,100 1,100.00
50107 DAHLEN TRANSPORT 640 131ST PLACE IN HAMMOND $227 $176 $746 $22 $1,172.71
50399 DAHLEN TRANSPORT 1680 4TH AVENUE MN NEWPORT $317 $7- $310.07
69846 DAHLEN TRANSPORT 174 OAKS ROAD TX HOUSTON $1,277 $709 $254 $14- $2,226.50
82826 DAHLEN TRANSPORT 174 OAKS ROAD TX HOUSTON $231 $231.12
CUST. TOTAL..... 1,505 1,202 1,001 231 3,940.40
76308 DANA TANKLINE PLANT ROAD WV NITRO $119 $71 $15- $175.57
CUST. TOTAL..... 119 71 15- 175.57
53058 DANA TRANSPORT 5723 KENNEDY AVENUE IN HAMMOND $465 $465.00
21193 DANA TRANSPORT P O BOX 370 NJ AVENEL $1,374 $1,374.03
CUST. TOTAL..... 1,839 1,839.03
02754 DELARIA TRANSPORT 327 8TH AVENUE N W MN NEW BRIGHTON $1,976 $136 $2,113.10
CUST. TOTAL..... 1,976 136 2,113.10
62132 DELGOEBEL P O BOX 476 MN MANKATO $61 $61.29
CUST. TOTAL..... 61 61.29
89962 DEMARTINI OIL EQUIPMENT P O BOX 9 NY GLENMONT $30 $30.15
CUST. TOTAL..... 30 30.15
53205 DETREX CHEMICAL IND 835 INDUSTRIAL HIGWAY NJ CINNAMINSON $196 $196.10
CUST. TOTAL..... 196 196.10
76874 DIAMOND TANK RT 1 BOX 175F OH MARIETTA $36 $36.10
CUST. TOTAL..... 36 36.42
68258 DISPOSAL SYSTEMS INC P O BOX 1914 TX DEER PARK $241 $241.00
CUST. TOTAL..... 241 241.00
06287 DOVER CHEMICAL COMPANY 15TH & DAVIS STREETS OH DOVER $530 $530.00
CUST. TOTAL..... 530 530.00
02494 DOW CHEMICAL COMPANY TRAFFIC 922 BLDG MI MIDLAND $7,408 $7,408.00
00972 DOW CHEMICAL COMPANY INTERPLANT FREIGHT PAYAB TX FREEPORT $1,530 $1,530.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 11
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24470 DOW CHEMICAL COMPANY INBOUND ACCOUNTS PAYABLE TX FREEPORT $335 $335.00
CUST. TOTAL..... 8,938 335 9,273.00
24110 DOW CORNING CORPORATION P O BOX 0998 MI MIDLAND $750 $750.00
23740 DOW CORNING CORPORATION 2918 PATERSON ST BLDG 3 NC GREENSBORO $840 $840.00
CUST. TOTAL..... 750 840 1,590.00
12054 DREW CHEMICAL COMPANY ONE DREW CHEMICAL PLAZA NJ BOONTON $4,112 $4,112.80
CUST. TOTAL..... 4,112 4,112.80
89650 DUPONT OF CANADA LTD P O BOX 2020 STREETSVILL ON MISSISSAUGA $121 $121.90
CUST. TOTAL..... 121 121.90
00908 DUPREE TRANSPORT P O BOX 708 LA OPELOUSAS $170 $170.00
CUST. TOTAL..... 170 170.00
74971 E C MORRIS CORP 201 DUADRAL DRIVE OH WADSWORTH $140 $140.00
CUST. TOTAL..... 140 140.00
75850 E I DUPONT BOD BUILDING RM 1600 DE WILMINGTON $659- $200 $460 $1,376 $1,376.81
85378 E I DUPONT 1007 MARKET STREET DE WILMINGTON $357 $768 $955 $2,081.61
85547 E I DUPONT BRANDYWINE BUILDING B-16 DE WILMINGTON $805 $805.60
89975 E I DUPONT CONCORD PLAZA/QUILLEN B DE WILMINGTON $2,760 $2,020 $4,780.00
24960 E I DUPONT P O BOX 1378 KY LOUISVILLE $811 $811.25
28965 E I DUPONT P O BOX 2042 NC CAPE FEAR $130 $440 $570.00
29015 E I DUPONT P O BOX 800 NC KINSTON $145 $280 $425.00
65042 E I DUPONT P O BOX 2042 NC WILMINGTON $3,030 $3,030.00
25080 E I DUPONT NORTH REPAUNO AVE NJ GIBBSTOWN $1,413 $332- $1,080.64
87053 E I DUPONT P O BOX 631 TN OLD HICKORY $3,986 $26 $4,013.16
51276 E I DUPONT OLD BLOOMINGTON RD TX VICTORIA $160 $160.00
08944 E I DUPONT P O BOX 4000 VA FRONT ROYAL $1,790 $38 $1,828.40
25917 E I DUPONT 901 WEST DUPONT AVENUE WV BELLE $40 $40.00
83574 E I DUPONT 901 W DUPONT AVE WV BELLE $265 $265.00
CUST. TOTAL..... 7,380 6,829 4,073 2,984 21,267.47
07113 E J MEYERS COMPANY INC P O BOX 200 IL SUMMIT $20 $300 $760 $1,080.00
76375 E J MEYERS COMPANY INC 2201 6TH AVENUE WV CHARLESTON $204 $204.39
53649 E J MEYERS COMPANY INC WV SAINT ALBANS $227- $227.90-
CUST. TOTAL..... 20 300 736 1,056.49
85991 EAGLE TRANSPORT P O BOX 19844 NC GREENSBORO $250 $250.00
CUST. TOTAL..... 250 250.00
71924 EAST FALLS CORPORATION P O BOX 1032 PA FRAZER $227 $227.90
CUST. TOTAL..... 227 227.90
80965 EASTERN ELECTRIC 9069 RIVER ROAD NJ PENNSAUKEN $77 $77.04
CUST. TOTAL..... 77 77.04
02233 ECOFF TRUCKING P O BOX 1815 FL AUBURNDALE $317 $317.50
77047 ECOFF TRUCKING 2316 W 167TH STREET IL MARKHAM $198 $95 $293.00
09826 ECOFF TRUCKING 6169 WEST 300 NORTH IN GREENFIELD $948 $482 $1,430.00
CUST. TOTAL..... 198 948 894 2,040.50
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 12
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
83717 ECOTRON TRANSPORTATION I 6981 PROMWAY N W OH N CANTON $245 $245.00
CUST. TOTAL..... 245 245.00
07244 EDWAR I MEYERS P O BOX D IL SUMMIT $470 $470.00
CUST. TOTAL..... 470 470.00
26312 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $820 $2,440 $3,702 $6,962.50
74672 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $78 $78.00
78878 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $180 $180.00
00155 ELF ATOCHEM 2231 HADEN ROAD TX HOUSTON $320 $320.00
CUST. TOTAL..... 320 820 2,440 3,960 7,540.50
87383 ENSI 194 AVE L NJ NEWARK $169 $169.60
CUST. TOTAL..... 169 169.60
02234 ENTERPRISE TRANSPORTATION P O BOX 336 LA BREAUX BRIDGE $123- $123.05-
28737 ENTERPRISE TRANSPORTATION P O BOX 648 LA PORT ALLEN $1,570 $1,570.40
52740 ENTERPRISE TRANSPORTATION P O BOX 509 TX BAYTOWN $137 $314 $452.40
05205 ENTERPRISE TRANSPORTATION P O BOX 20176 TX BEAUMONT $813 $813.80
06089 ENTERPRISE TRANSPORTATION P O BOX M TX FREEPORT $320 $320.00
05426 ENTERPRISE TRANSPORTATION P O BOX 4324 TX HOUSTON $1,576 $197 $1,773.80
00239 ENTERPRISE TRANSPORTATION P O DRAWER M TX TEXAS CITY $458 $243 $701.40
CUST. TOTAL..... 4,876 314 317 5,508.75
75943 ENTRANCO INC 6171 WEST 300 NORTH IN GREENFIELD $870 $870.50
CUST. TOTAL..... 870 870.50
07330 ENVIRONMENTAL OIL P O BOX 315 NY SYRACUSE $183 $183.81
CUST. TOTAL..... 183 183.81
84688 ENVIRONMENTAL PRODUCTS & PORT OF ALBANY NY ALBANY $172 $495 $667.84
CUST. TOTAL..... 172 495 667.84
79087 ENVIRONMENTAL TRANSPORTS P O BOX 1127 LA MARRERO $235 $235.00
CUST. TOTAL..... 235 235.00
05677 ERICKSON TRANSPORT 2255 NORTH PACKER MO SPRINGFIELD $6,253 $1,930 $158- $8,025.98
19426 ERICKSON TRANSPORT P O BOX 10068 GS MO SPRINGFIELD $5,453 $2,769 $1,716 $9,938.35
CUST. TOTAL..... 11,706 4,699 158- 1,716 17,964.33
75505 ESCO TRANSPORTATION 3925 OLD GALRIESTON TX HOUSTON $160 $160 $160 $2,593 $3,073.00
CUST. TOTAL..... 160 160 160 2,593 3,073.00
01041 EUROTAINER 580 HOWARD AVE NJ SOMERSET $660 $660.00
CUST. TOTAL..... 660 660.00
81394 EXPRESS TANK 2301 S CLINE IN SCHERERVILLE $1,027 $909 $362 $1,422 $3,720.00
CUST. TOTAL..... 1,027 909 362 1,422 3,720.00
10386 EXXON CHEMICAL AMERICAS 63 SELBY ROAD ON BRAMPTON $227 $227.37
CUST. TOTAL..... 227 227.37
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 13
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
79984 EXXON CHEMICAL COMPANY 3825 PLAZA TOWER DRIVE LA BATON ROUGE $1,370 $1,370.00
CUST. TOTAL..... 1,370 1,370.00
05676 EXXON COMPANY U S A 250 E 22ND STREET NJ BAYONNE $287 $287.30
CUST. TOTAL..... 287 287.30
OVER-365-DAYS... 9,516 *** A TO E *** 214,732 78,406 22,102 91,387 406,629.90
05210 F M C CORPORATION 440 N 9TH STREET KS LAWRENCE $200 $200.00
CUST. TOTAL..... 200 200.00
60049 FANCHEM LTD 1141 SERVICE ROAD WEST ON OAKVILLE $88 $88.56
CUST. TOTAL..... 88 88.56
32035 FERRO CORPORATION 7050 KRICK ROAD OH BEDFORD $479 $479.65
CUST. TOTAL..... 479 479.65
06477 FLEET TRANSPORT 2200 MICHIGAN AVE AL MOBILE $8 $2,335 $2,343.83
70352 FLEET TRANSPORT P O BOX 031605 AL TUSCALOOSA $2,286 $2,286.85
28410 FLEET TRANSPORT 1830 E 21ST STREET E FL JACKSONVILLE $6 $498 $505.23
69059 FLEET TRANSPORT 2046 SHERMAN AVE FL PANAMA CITY $1,123 $1,123.42
73636 FLEET TRANSPORT P O BOX 1100 GA ALBANY $98 $98.80
00851 FLEET TRANSPORT P O BOX 13429 GA ATLANTA $1,115 $1,115.53
01745 FLEET TRANSPORT P O BOX 5538 GA AUGUSTA $444 $444.41
55731 FLEET TRANSPORT 1201 CEDAR STREET GA BRUNSWICK $349 $349.79
68708 FLEET TRANSPORT 6639 MACON RD GA COLUMBUS $2,553 $2,553.70
04099 FLEET TRANSPORT P O BOX 902 GA SAVANNAH $183 $183.28
80304 FLEET TRANSPORT 12000 S DOTY AVE IL CHICAGO $180 $180.83
76000 FLEET TRANSPORT 3147 W CHAIN-A ROCK RD IL GRANITE CITY $863 $863.50
81728 FLEET TRANSPORT 3710 HIGHWAY 111 IL PONTOON BEACH $309 $309.77
02810 FLEET TRANSPORT P O BOX 675 KY CATLETTSBURG $6,577 $6,577.42
68173 FLEET TRANSPORT 17135 RONALD DRIVE LA PRAIRIEVILLE $17,185 $17,185.79
80107 FLEET TRANSPORT 6852 GREENWOOD ROAD LA SHREVEPORT $448 $448.00
02809 FLEET TRANSPORT 809 EAST SOUTH STREET MD FREDERICK $2,749 $2,749.05
77511 FLEET TRANSPORT P O BOX 60537 NC CHARLOTTE $151 $858 $1,009.58
81434 FLEET TRANSPORT P O BOX 19775 NC GREENSBORO $2,215 $3,540 $5,756.26
50551 FLEET TRANSPORT P O BOX 748 NC LEXINGTON $989 $989.29
26326 FLEET TRANSPORT P O DRAWER 79 NC PAW CREEK $4,721 $4,721.52
75941 FLEET TRANSPORT P O BOX 2597 NC WILMINGTON $522 $1,529 $2,052.30
68594 FLEET TRANSPORT P O BOX 4001 SUITE 317 NJ MATAWAN $243 $243.75
57533 FLEET TRANSPORT ROUTE 1 BOX 371A OH BELPRE $93 $93.28
00529 FLEET TRANSPORT P O BOX L PA PARKER $2,091 $2,091.08
50114 FLEET TRANSPORT 1823 HARMON STREET SC CHARLESTON $1,496 $1,496.29
67039 FLEET TRANSPORT P O BOX 871 SC GREER $122 $122.50
10024 FLEET TRANSPORT PELICAN DRIVE TN CHATTANOOGA $2,187 $2,187.88
71342 FLEET TRANSPORT 1450 CHANNEL AVE TN MEMPHIS $2,131 $2,131.00
23562 FLEET TRANSPORT P O BOX 90885 TN NASHVILLE $943 $943.52
51367 FLEET TRANSPORT 17700 BEAUMONT HIGHWAY TX HOUSTON $2,356 $2,356.45
01744 FLEET TRANSPORT 515 DINWIDDIE AVENUE VA RICHMOND $1,088 $1,088.28
CUST. TOTAL..... 2,889 8 6 63,698 66,602.18
89926 FLEXIBLE FLYER 2010 S BELTLINE SC COLUMBIA $320 $320.00
CUST. TOTAL..... 320 320.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 14
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
09701 FLORIDA ROCK & TANK LINE P O BOX 4667 FL JACKSONVILLE $737 $737.54
57047 FLORIDA ROCK & TANK LINE 5827 N DAVIS HIGHWAY FL PENSACOLA $450 $450.00
09597 FLORIDA ROCK & TANK LINE 1814 CARMICHAEL RD GA AUGUSTA $445 $445.20
80320 FLORIDA ROCK & TANK LINE P O BOX 7738 GA SAVANNAH $643 $643.60
CUST. TOTAL..... 1,826 450 2,276.34
09075 FOODLINER INCORPORATED P O BOX 578 WI SHULLSBURG $725 $725.00
CUST. TOTAL..... 725 725.00
67419 FORT TRANSFER P O BOX 457 IL MORTON $1,378 $435 $1,813.50
CUST. TOTAL..... 1,378 435 1,813.50
59571 FREEHOLD CARTAGE INCORPO P O BOX 5010 NJ FREEHOLD $576 $576.72
CUST. TOTAL..... 576 576.72
51235 FREEPORT TRANSPORT 1200 BUTLER ROAD PA FREEPORT $180- $180.20-
CUST. TOTAL..... 180- 180.20-
02811 FRIENDSHIP TRANSPORT 4508 B WEST MARKET STREET NC GREENSBORO $67 $67.50
CUST. TOTAL..... 67 67.50
03082 FRONTIER TANK CENTER 3800 CONGRESS PKY OH RICHFIELD $225- $165 $60.00-
CUST. TOTAL..... 225- 165 60.00-
77273 FRONTIER TRAILER SALES P O BOX 460 OH RICHFIELD $385 $385.00
CUST. TOTAL..... 385 385.00
84701 FRUEHAUF CORPORATION 3944 DUNCAN MD SAINT LOUIS $188 $235 $247 $357 $1,027.75
55732 FRUEHAUF CORPORATION 2800 WEST 7TH WV N CHARLESTON $201 $201.03
CUST. TOTAL 188 235 247 558 1,228.78
08071 G A F CORPORATION KREMLIN ROAD WI PEMBINE $62 $62.50
CUST. TOTAL..... 62 62.50
04170 G S ROBINS & COMPANY 125 CHOUTEAU AVENUE MD SAINT LOUIS $555 $220 $775.00
CUST. TOTAL..... 555 220 775.00
10051 GANNON G M COMPANY INC 3134 POST ROAD RI WARWICK $318 $318.00
CUST. TOTAL..... 318 318.00
52568 GAST FUEL & SERVICES INC P O BOX 902 IN WARSAW $175 $175.00
CUST. TOTAL..... 175 175.00
50033 GATEWAY TERMINAL FOOT OF LAFAYETTE STREET NJ CARTERET $43 $43.87
CUST. TOTAL..... 43 43.87
89990 GENERAL CAR & TRUCK LIN 1689 DAVE CYLE BLVD SC ROCK HILL $300 $300.00
89299 GENERAL CAR & TRUCK LEAS 450 W 76TH ST IA DAVENPORT $315 $315.00
CUST. TOTAL..... 615 615.00
32710 GENERAL CHEMICAL CORP 6300 PHILADELPHIA PIKE DE CLAYMONT $259 $259.70
CUST. TOTAL..... 259 259.70
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #15
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24573 GENERAL DYNAMICS CORP P O BOX 949 CT GROTON $200 $200.00
CUST. TOTAL..... 200 200.00
33220 GENERAL ELECTRIC COMPANY P O BOX 2369 MA PITTSFIELD $52 $52.00
81276 GENERAL ELECTRIC COMPANY P O BOX 2719 MA PITTSFIELD $350- $208 $2,981- $3,123.00-
89461 GENERAL ELECTRIC COMPANY SILICONE PROD DEPT BLDG NY WATERFORD $5,221 $6,864 $4,349 $16,435.00
CUST. TOTAL..... 4,871 6,864 4,609 2,981- 13,364.00
33320 GENERAL ELECTRIC PLASTIC ONE NORYL AVENUE NY SELKIRK $149 $149.00
CUST. TOTAL..... 149 149.00
82673 GENOVA INC P O BOX 386 NJ WILLIAMSTOWN $1,918 $1,918.51
CUST. TOTAL..... 1,918 1,918.51
34140 GEORGIA PACIFIC CORP BOX 368/CHEMICAL DIV NC CONWAY $144 $144.72
CUST. TOTAL..... 144 144.72
07499 GLESS BROTHERS P O BOX 219 IA BLUE GRASS $1,173 $1,173.86
CUST. TOTAL..... 1,173 1,173.86
89816 GLOBAL SPILL MANAGEMENT P O BOX 1200 PA VALLEY FORGE $238 $238.50
CUST. TOTAL..... 238 238.50
41000 GOLD BLDG PRODUCTS INDUSTRIAL DRIVE NH MANCHESTER $128 $128.26
CUST. TOTAL..... 128 128.26
19319 GORSKI BULK TRANSPORT 5400 WALKER ROAD ON OLDCASTLE $450 $225 $290 $965.92
CUST. TOTAL..... 450 225 290 965.92
60911 GRACE LOGISTICS SERVICES P O BOX 24999 SC GREENVILLE $6,956 $1,162 $8,118.36
CUST. TOTAL..... 6,956 1,162 8,118.36
00571 GREAT AMERICAN FOOD SALE NJ SOMERSET $356 $604 $90 $1,050.00
CUST. TOTAL..... 356 604 90 1,050.00
89834 GREAT DANE TRAILERS INC 5231 WEST BEAVER STREET FL JACKSONVILLE $250 $250.00
CUST. TOTAL..... 250 250.00
35610 GREAT LAKES CHEMICAL CO P O BOX 1878 AR EL DORADO $305 $145 $450.00
CUST. TOTAL..... 305 145 450.00
80559 GREAT LAKES ENVIRONMENTAL 22077 MOUND ROAD MI WARREN $88 $88.56
CUST. TOTAL..... 88 88.56
52508 GREAT LAKES TERM TRANS P O BOX 361 IL ARGO $115- $115.00-
CUST. TOTAL..... 115- 115.00-
52741 GRIFF JONES TRANSPORT 177 OLD CHURCHMANS ROAD DE NEW CASTLE $492 $2,736 $3,229.78
55723 GRIFF JONES TRANSPORT 180 FOREST HILLS DR SC SPARTANBURG $3,541 $3,177 $3,159 $2,762 $12,639.00
CUST. TOTAL..... 3,541 3,177 3,651 5,498 15,868.78
82568 GRIFFITH OIL COMPANY 475 SOLAR STREET NY SYRACUSE $48 $48.15
CUST. TOTAL..... 48 48.15
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 16
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
28411 GROENDYKE TANK LINES P O BOX 888 TX BROWNSVILLE $5,975 $7,753 $160 $13,888.60
04040 GROENDYKE TANK LINES P O BOX 7329 TX LONGVIEW $227 $227.00
CUST. TOTAL..... 6,202 7,753 160 14,115.60
89647 GRUMMAN ALLIED-LLV DIV RD 1 BOX 441 PA MONTGOMERY $20,850 $20,850.20
CUST. TOTAL..... 20,850 20,850.20
74521 GUARDSMAN PRODUCTS INC 145 DIVIDEND ROAD CT ROCKY HILL $550 $550.00
CUST. TOTAL..... 550 550.00
52149 H B FULLER COMPANY 12110 HARLAND DR GA COVINGTON $480 $21 $501.20
CUST. TOTAL..... 480 21 501.20
86736 H C I GEORGIA INC 11 PIEDMONT CENTER GA ATLANTA $331 $331.00
CUST. TOTAL..... 331 331.00
82002 H G ANDERSON TRUCK CORP P O BOX 742 NY RENSSELAER $568 $304 $244 $264 $1,380.90
CUST. TOTAL..... 568 304 244 264 1,380.90
36420 HALL CHEMICAL COMPANY GUNTERSVILLE HIGHWAY AL ARAB $600 $600.00
CUST. TOTAL..... 600 600.00
72251 HAMPSHIRE CHEMICAL 400 GEORGIA AVE TX DEER PARK $872 $872.44
CUST. TOTAL..... 872 872.44
17073 HAMPSHIRE CHEMICAL CORP 739 BATTLEGROUND ROAD TX DEER PARK $168 $168.00
CUST. TOTAL..... 168 168.00
10578 HAPAG-LLOYD CONTAINER LI P O BOX 8879 GA SAVANNAH $200 $200.00
CUST. TOTAL..... 200 200.00
61031 HARMAC TRANSPORTATION 2695 14TH AVENUE ON MARKHAM $234 $234.36
CUST. TOTAL..... 234 234.36
04550 HAWK TRANSPORTATION SERV P O BOX 4967 NH MANCHESTER $859 $280 $137- $1,002.91
CUST. TOTAL..... 859 280 137- 1,002.91
89191 HCI CHEMTECH DISTRIBUTION 139 E SOPER STREET MO ST LOUIS $140 $130 $168 $180 $618.75
CUST. TOTAL..... 140 130 168 180 618.75
83010 HEIL COMPANY P O BOX 3386 TN KNOXVILLE $250 $250.00
CUST. TOTAL..... 250 250.00
76997 HEIL TANK SERVICE 3808 BELLS LANE KY LOUISVILLE $65 $65.00
CUST. TOTAL..... 65 65.00
83066 HEIL TRADING COMPANY 3808 BELLS LANE KY LOUISVILLE $310 $310.00
CUST. TOTAL..... 310 310.00
64033 HENKEL CORP P O BOX 7044 NC CHARLOTTE $630 $630.00
58024 HENKEL CORP P O BOX 818019 OH CLEVELAND $164 $164.00
50176 HENKEL CORP 300 BROOKSIDE AVENUE PA AMBLER $270- $270.40-
CUST. TOTAL.... 794 270- 523.60
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 17
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
04725 HENKEL CORPORATION 25817 CLAWITER ROAD CA HAYWARD $2,093 $2,093.00-
CUST. TOTAL..... 2,093 2,093.00
88285 HENKEL TEXTILE CHEMICAL 11709 FRUHAUF DRIVE NC CHARLOTTE $125 $125.99
CUST. TOTAL..... 125 125.99
16884 HERCULES INCORPORATED P O BOX 1027 MI KALAMAZOO $7,744 $590 $630 $630- $8,334.74
60030 HERCULES INCORPORATED 411 HERCULES DRIVE MI PARCHMENT $1,190 $1,190.00
CUST. TOTAL..... 8,934 590 630 630- 9,524.74
77189 HERMAN BROTHERS INC 2585 ST MARYS AVE NE OMAHA $210 $210.00
78504 HERMAN BROTHERS INC P O BOX 1460 OK PRYOR $384 $384.00
CUST. TOTAL..... 594 594.00
08432 HEVI DUTY ELECTRIC CO P O BOX 268 NC GOLDSBORO $140- $140.00-
CUST. TOTAL..... 140- 140.00
38920 HIGH POINT CHEMICAL CORP 255 BEDDINGTON STREET NC HIGH POINT $814 $814.00
CUST. TOTAL..... 814 814.00
75111 HIGHWAY PIPELINE SENS ROAD TX LA PORTE $215 $215.00
CUST. TOTAL..... 215 215.00
64409 HIGHWAY TRANSPORT INC LA HAHNVILLE $1,337- $1,337.50-
85679 HIGHWAY TRANSPORT INC ROUTE 130 NJ PEDRICKTOWN $649 $649.49
18008 HIGHWAY TRANSPORT INC C/O QUALLAWASH SERVICES PA EXTON $23,132 $252 $23,384.36
87087 HIGHWAY TRANSPORT INC 1917 POLYMER DRIVE TN CHATTANOOGA $129 $129.30
87891 HIGHWAY TRANSPORT INC P O BOX 50068 TN KNOXVILLE $169 $169.75
CUST. TOTAL..... 23,132 136- 22,995.40
14790 HOECHST CELANESE CORP 2850 CHERRY ROAD SC ROCK HILL $115 $115.00
CUST. TOTAL..... 115 115.00
73164 HOFFMEIR P O BOX 3667 OK TULSA $200- $200.00-
CUST. TOTAL..... 200 200.00-
09739 HOLLY TRANSPORTATION 3155 ALBRECHT AVENUE OH AKRON $5,130 $5 190- $4,945.00
CUST. TOTAL..... 5,130 5 190- 4,945.00
01724 HOLTRA CHEMICAL INC 159 BODEN LANE MA NATICK $130 $130.00
CUST. TOTAL..... 130 130.00
84826 HOOVER GROUP INC 2001 WESTSIDE PKWY GA ALPHARETTA $6,000 $6,000.00
CUST. TOTAL..... 6,000 6,000.00
90118 HORNER EQUIPMENT COMPANY 400 NORTH 14TH STREET MI SAGINAW $135 $135.00
CUST. TOTAL..... 135 135.00
82253 HOT Z TRANSPORT COMPANY 4309 OLD CAVE SPRING ROA VA ROANOKE $190 $190.80
CUST. TOTAL..... 190 190.80
83109 HOUSTON TANK TRAILER INC 223 EAST REPUBLIC AVE TX BAYTOWN $1,322 $1,840 $1,830 $200- $4,792.50
CUST. TOTAL.... 1,322 1,840 1,830 200- 4,792.50
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #18
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
81778 HOWELL CHEMICAL CO 1201 SOUTH SHELDON ROAD TX CHANNELVIEW $328 $155 $483.00
CUST. TOTAL..... 328 155 483.00
74413 HOWELL HYDROCARBONS P O BOX 429 TX CHANNELVIEW $215 $215.00
CUST. TOTAL..... 215 215.00
17750 HOYER USA INCORPORATED 136 CENTRAL AVENUE NJ CLARK $273 $364 $637.86
78703 HOYER USA INCORPORATED 2 NORTH POINT RD TX HOUSTON $1,543 $1,543.10
CUST. TOTAL..... 273 1,907 2,180.96
83866 HURRICANE TANK WASH 11000 BEAUMONT HWY TX HOUSTON $1,300 $1,300.00
CUST. TOTAL..... 1,300 1,300.00
60147 ICI AMERICAS INC MANTUA GROVE RD NJ W DEPTFORD $7,807 $3,387 $11,195.72
CUST. TOTAL..... 7,807 3,387 11,195.72
78186 IDAHO MILK TRANSPORTING P O BOX 795 ID BURLEY $405 $195 $600.00
CUST. TOTAL..... 405 195 600.00
40255 IFF 600 STATE HIGHWAY 36 NJ HAZLET $269- $269.64-
CUST. TOTAL..... 269- 269.64-
05446 IMPERIAL WEST CHEMICAL C 1701 WILBUR AVENUE CA ANTIOCH $625 $625.00
CUST. TOTAL..... 625 625.00
07245 INDIAN RIVER TRANSPORT P O BOX 2119 FL WINTER HAVEN $1,177 $1,177.00
CUST. TOTAL..... 1,177 1,177.00
52295 INFINGER TRANSPORTATION P O BOX 70698 SC CHARLESTON $2,447 $1,162 $95 $3,704.50
CUST. TOTAL..... 2,447 1,162 95 3,704.50
87464 INK COMPANY MARPAX INC DBA SC SPARTANBURG $830 $720 $1,550.00
CUST. TOTAL..... 830 720 1,550.00
33920 INLAND ROME INC 238 MAYS BRIDGE ROAD GA ROME $143 $143.00
CUST. TOTAL..... 143 143.00
74110 INTERFLOW USA 363 N SAM HOUSTON PKWY E TX HOUSTON $1,201 $1,180 $2,381.65
CUST. TOTAL..... 1,201 1,180 2,381.65
64466 INTERNATIONAL CONTAINER 66 YORK STREET NJ JERSEY CITY $487 $1,027 $1,616 $1,975 $5,106.45
CUST. TOTAL..... 487 1,027 1,616 1,975 5,106.45
04579 INTERPLASTICS CORPORATION P O BOX 1108 OK PRYOR $191 $120 $311.00
CUST. TOTAL..... 191 120 311.00
58104 INTERPOLYMER CORP 7501 DISTRIBUTION DRIVE KY LOUISVILLE $130 $52 $182.53
CUST. TOTAL..... 130 52 182.53
74498 INTERSTATE CHEMICAL CO 2797 FREEDLAND ROAD PA HERMITAGE $940 $940.80
CUST. TOTAL..... 940 940.80
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #19
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
55429 IREDELL MILK TRANSPORTAT P O BOX 1318 NC MOORESVILLE $130 $130.00
CUST. TOTAL..... 130 130.00
81204 IRON HORSE EQUIP CORP P O DRAWER R CA ADELANTO $70 $70.00
CUST. TOTAL..... 70 70.00
00562 IVAX INDUSTRIES P O BOX 10027 SC ROCK HILL $1,080 $445 $1,525.00
CUST. TOTAL..... 1,080 445 1,525.00
73566 J & M 1215 A BANKHEAD HWY AL BIRMINGHAM 93- $93.00-
CUST. TOTAL..... 93- 93.00-
81698 J & M TANK LINES RT 1 BOX 5 GA AMERICUS $1,327 $1,327.00
CUST. TOTAL..... 1,327 1,327.00
54622 J P HUNT P O BOX 130 AR LOWELL $140 $140.00
CUST. TOTAL..... 140 140.00
88217 J P VOJT 201 SPRINGBROOK TRAIL NJ SPARTA $153 $153.70
CUST. TOTAL..... 153 153.70
63564 JARRELL TRANSPORT P O DRAWER 1117 LA BASTROP $4,320 $4,624 $1,980 $10,924.00
CUST. TOTAL..... 4,320 4,624 1,980 10,924.00
05169 JOHNSON & JOHNSON P O BOX 67 PR LAS PIEDRAS $700- $700.00-
CUST. TOTAL..... 700- 700.00-
51286 JOHNSRUD TRANSPORT INC P O BOX 8069 IA DES MOINES $50 $50.00
89344 JOHNSRUD TRANSPORT INC 200 SE 34TH ST IA DES MOINES $1,279 $1,279.00
CUST. TOTAL..... 1,279 50 1,329.00
00977 JONES CHEMICAL COMPANY RIVER ROAD NY WARWICK $339 $106 $445.20
CUST. TOTAL..... 339 106 445.20
63078 K & D INDUSTRIES WEST 2109 OLMSTEAD ROAD MI KALAMAZOO $683 $460 $1,143.00
CUST. TOTAL..... 683 460 1,143.00
81273 K & D OF OHIO INC 270 9TH AVE OH MANSFIELD $430 $140 $172- $397.50
CUST. TOTAL..... 430 140 172- 397.50
70211 K & W TRUCKING 35219 16TH AVE SOUTH WA FEDERAL WAY $90- $90.10-
CUST. TOTAL..... 90- 90.10-
00507 KALEX CHEMICAL PRODUCTS 235 GARDNER AVENUE NY BROOKLYN $23 $23.85
CUST. TOTAL..... 23 23.85
01408 KAW TRANSPORT CO P O BOX 11240 MO KANSAS CITY $807 $807.76
55936 KAW TRANSPORT CO MO PLEASANT VLY $132- $132.85-
CUST. TOTAL..... 807 132- 674.91
05543 KENAN TRANSPORT P O BOX 659 NC WILMINGTON $1,522 $490 $2,012.50
CUST. TOTAL..... 1,522 490 2,012.50
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 20
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
87694 KINGS FUEL P O BOX 838 NY TROY $465 $465.48
CUST. TOTAL..... 465 465.48
88916 KIRK LINES ATTN HENRY YORDAN FL MIAMI $440 $440.00
CUST. TOTAL..... 440 440.00
43450 KLEEN BRITE LABORATORIES P O BOX 20408 NY ROCHESTER $1,018 $1,018.18
CUST. TOTAL..... 1,018 1,018.18
82006 KOCH SERVICE INC P O BOX 1227 NC LELAND $1,200 $75 $75- $1,200.00
02714 KOCH SERVICE INC P O BOX 10347 TX CORPUS CHRISTI $243 $243.00
CUST. TOTAL..... 1,443 75 75- 1,443.00
72828 KOCH SERVICE INCORPORATE P O BOX 6326 TX BEAUMONT $904- $904.22-
57738 KOCH SERVICE INCORPORATE P O BOX 889 TX MONT BELVIEU $200 $200 $400.00
CUST. TOTAL..... 200 200 904- 504.22-
60406 KOCH SERVICES INCORPORAT P O BOX 377 IA W LIBERTY $215 $215.00
89060 KOCH SERVICES INCORPORAT P O BOX 839 LA DENNINGS $220 $220.00
CUST. TOTAL..... 220 215 435.00
87336 KRAFT FOODS INCORPORATED 710 N MATHIS ST IL CHAMPAIGN $115 $115.00
CUST. TOTAL..... 115 115.00
83410 KRAMER CHEMICAL 555 ROUTE 1 SOUTH NJ ISELIN $171 $171.20
CUST. TOTAL..... 171 171.20
54109 KUHNLE BROS INC 3375 ROCHESTER ROAD NY LAKEVILLE $322 $567 $889.92
CUST. TOTAL..... 322 567 889.92
50552 KUNHLE P O BOX 375 OH NEWBURY $321 $330 $651.84
CUST. TOTAL..... 321 330 651.84
71773 L & B TRANSPORT CO 624 HWY 190 WEST LA PORT ALLEN $1,602 $1,602.50
CUST. TOTAL..... 1,602 1,602.50
51233 LACYS EXPRESS P O BOX 130 NJ PEDRICKTOWN $1,591 $21- $1,570.24
CUST. TOTAL..... 1,591 21- 1,570.24
78334 LAID LAW ENVIRONMENTAL P O BOX 321 SC ROEBUCK $265 $155 $420.00
CUST. TOTAL..... 265 155 420.00
02139 LAIDLAW ENVIRONMENTAL IN ROUTE 11 BOX 3 NC REIDSVILLE $400 $70- $330.00
CUST. TOTAL..... 400 70- 330.00
00857 LANGER TRANSPORT ROUTE 440 & DANFORTH AVE NJ JERSEY CITY $6,887 $2,170 $8,017 $17,075.36
CUST. TOTAL..... 6,887 2,170 8,017 17,075.36
79886 LARSON INTERMODAL P O BOX 45 TX GALENA PARK $1,356 $3,210 $1,785 $5,063 $11,415.00
CUST. TOTAL..... 1,356 3,210 1,785 5,063 11,415.00
83707 LAWSON TRUCKING P O BOX 250350 AL MONTGOMERY $110 $110.00
CUST. TOTAL..... 110 110.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 21
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50554 LEASEWAY 500 W 138TH ST IL RIVERDALE $255 $255.11
57898 LEASEWAY P O BOX 60537 NC CHARLOTTE $225 $225.20
54620 LEASEWAY 3801 23RD ST SO W OH CANTON $10 $625 $635.77
69879 LEASEWAY 3260 VALLEYVIEW DRIVE OH COLUMBUS $206- $206.70-
CUST. TOTAL..... 10 899 909.38
89061 LEE-WAY TRUCKING P O BOX 386 WY THERMOPOLIS $175 $175.00
CUST. TOTAL..... 175 175.00
03948 LEESER TRANSPORTATION ROUTE 3 HIGHWAY 61 S MO PALMYRA $675 $675.00
CUST. TOTAL..... 675 675.00
65847 LES TRANSPORTS PROVOST 7887 GRENACHE ST PQ VILLE D ANJOU $834 $288 $162- $961.50
CUST. TOTAL..... 834 288 162- 961.50
28412 LESCHACO INCORPORATED RTS 1 & 9 S & INTNL WAY NJ NEWARK $1,283 $521 $250 $2,243 $4,297.00
00615 LESCHACO INCORPORATED 8552 KATY FREEWAY/SUITE TX HOUSTON $777 $1,006 $178 $6,151 $8,113.10
74319 LESCHACO INCORPORATED 8552 KATY FREEWAY TX HOUSTON $413 $413.10
24869 LESCHACO INCORPORATED 5711 SOUTH LABURNUM AVE VA RICHMOND $156 $156.60
CUST. TOTAL..... 2,060 1,527 428 8,964 12,979.80
77346 LEVY TRANSPORT 258 RUE COMMERCIAL PQ ST HENRI $204 $204.12
CUST. TOTAL..... 204 204.12
52017 LEWIS TRANSPORT P O BOX 345 KY COLUMBIA $160- $160.00-
CUST. TOTAL..... 160- 160.00-
47010 LILLY & COMPANY 1991 NOLTE DR NJ PAULSBORO $551 $551.20
CUST. TOTAL..... 551 551.20
10026 LINDEN BULK TRANSPORT 464 TRIMLEY POINT ROAD NJ LINDEN $265 $265.00
CUST. TOTAL..... 265 265.00
60039 LINDSEY MOTOR EXPRESS SOUTHSIDE RIVER RAIL INC OH CINCINNATI $3,175 $750 $3,925.00
CUST. TOTAL..... 3,175 750 3,925.00
08240 LIQUID CARGO INCORPORATE P O BOX 482 NJ KEARNY $847 $404 $62 $1,314.81
09964 LIQUID CARGO INCORPORATE 1272 LOUGAR STREET ON SARNIA $175 $175.00
CUST. TOTAL..... 1,022 404 62 1,489.81
87585 LIQUID TRANSPORT LTC 1331 BARCELONA DRIVE SC GREENVILLE $635 $845 $465 $1,946.40
CUST. TOTAL..... 635 845 465 1,946.40
28790 LIQUID TRANSPORT CORP 6171W 300N IN GREENFIELD $5,362 $3,240 $14 $85 $8,702.23
76379 LIQUID TRANSPORT CORP P O BOX 57 IN NEW SALISBURY $178 $16 $195.24
89328 LIQUID TRANSPORT CORP P O BOX 179 NJ CARTERET $139 $139.32
82642 LIQUID TRANSPORT CORP P O BOX 467 OH BELPRE $1,407 $119 $14- $313 $1,825.37
58330 LIQUID TRANSPORT CORP 6426 DIXIE HIGHWAY OH FAIRFIELD $135 $135.00
58202 LIQUID TRANSPORT CORP P O BOX 10119 WV CHARLESTON $576 $156 $732.75
CUST. TOTAL..... 7,480 3,538 138 571 11,729.91
65906 LIQUID TRANSPORTERS INC P O BOX 273 IL CHANNAHON $244 $2,827 $3,071.54
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 22
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
51103 LIQUID TRANSPORTERS INC P O BOX 1649 KY ASHLAND $2,303 $2,303.58
53487 LIQUID TRANSPORTERS INC STAR ROUTE 1 KY BRANDENBURG $707 $707.45
25997 LIQUID TRANSPORTERS INC 1292 FERN VALLEY ROAD KY LOUISVILLE $139 $139.26
69027 LIQUID TRANSPORTERS INC 3710 CANE RUN RD KY LOUISVILLE $3,429 $535 $145 $10,146 $14,255.48
25743 LIQUID TRANSPORTERS INC 1622 PARKER DRIVE NC CHAROLOTTE $2,949 $60 $3,009.00
50954 LIQUID TRANSPORTERS INC 210 ESSEX AVE EAST NJ AVENEL $1,357 $168 $90 $1,615.90
09598 LIQUID TRANSPORTERS INC ROUTE 51 & PITTSBURGH AV PA CORAOPOLIS $1,360 $1,360.80
07702 LIQUID TRANSPORTERS INC 900 PINEVILLE RD TN CHATTANOOGA $222 $222.60
00813 LIQUID TRANSPORTERS INC 1415 PENN CITY RD TX HOUSTON $6,629 $6,629.38
82247 LIQUID TRANSPORTERS INC 1415 PENN CITY ROAD TX HOUSTON $886 $886.56
CUST. TOTAL..... 7,735 947 145 $25,373 34,201.55
74197 LLOYD TRANSPORT P O BOX 129 WI PLEASANT PRAIR $1,672 $266 $310 $2,248.56
CUST. TOTAL..... 1,672 266 310 2,248.56
05534 LONZA INC 17-17 ROUTE 208 NJ FAIR LAWN $332 $576 $909.25
CUST. TOTAL..... 332 576 909.25
59294 LUCKEY TRUCKING INC R R 5 IL STREATOR $154 $130- $24.00
CUST. TOTAL..... 154 130- 24.00
61521 M N BOYCHUK STONE CO HIGHWAY 22 WEST NJ SPRINGFIELD $43 $43.20
CUST. TOTAL..... 43 43.20
84110 MAIN BROS OIL CO P O BOX 11029 NY ALBANY $160 $160.92
CUST. TOTAL..... 160 160.92
66765 MANFREDI 14965 SLOVER CA FONTANA $192 $192.40
71763 MANFREDI 7254 MR HOLLY ROAD NC CHARLOTTE $300- $300.00-
06485 MANFREDI SAWMILL PARKWAY OH HURON $423 $423.36
02216 MANFREDI 11250 KINGSMAN ROAD OH NEWBURY $376 $801 $1,178.17
26683 MANFREDI 14841 SPERRY ROAD OH NEWBURY $811 $375 $1,186.00
CUST. TOTAL..... $1,611 $801 267 2,679.83
88555 MANFREDI MOTOR TRANSIT 5560 BRENTLINGER DR OH DAYTON $207 $207.36
CUST. TOTAL..... 207 207.36
52575 MARCOTTE FARMS INC 1752 N 12000 E ROAD IL MOMENCE $3,991 $70 $4,061.73
CUST. TOTAL..... 3,991 70 4,061.73
73161 MASON DIXON TANK LINES 21O ESSEX AVE NJ AVENEL $734 $734.26
CUST. TOTAL..... 734 734.26
AL SARALAND $2,115- $2,115.85-
27182 MATLACK INC P O BOX 1791 DE WILMINGTON $2,461 $2,461.56
78731 MATLACK INC 2700 BUCKMAN STREET FL JACKSONVILLE $147 $120 $240- $27.00
68107 MATLACK INC 5530 EXPORT BLVD GA GARDEN CITY $2,756 $316 $464 $125- $3,411.75
51707 MATLACK INC 5530 EXPORT BLVD GA GARDEN CITY $189 $189.00
82545 MATLACK INC 1025 COMMERCE RD BOX 94 GA MARROW $790 $790.50
27183 MATLACK INC 13925 SOUTH KEELER IL CRESTWOOD $167 $167.00
02545 MATLACK INC P O BOX 701 IN WESTVILLE $1,020 $1,020.00
08246 MATLACK INC P O BOX 5 KY CALVERT CITY $315 $315.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 23
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
07500 MATLACK INC 4107 BELLS LANE KY LOUISVILLE $362 $S62.00
50932 MATLACK INC P O BOX 486 LA GONZALES $230 $230.00
03855 MATLACK INC 148 WOODLAND DR LA LA PLACE $1,096 $395 $25 $1,516.40
52571 MATLACK INC 145 WOODLAND DR LA LA PLACE $720 $720.00
87163 MATLACK INC 3822 HWY 1 NORTH LA PORT ALLEN $480 $155 $635.00
03628 MATLACK INC 339 BLISS STREET MA W SPRINGFIELD $2,007 $217 $338 $2,562.92
78995 MATLACK INC 406 RR AVENUE MD FEDERALSBURG $313 $172 $485.50
74992 MATLACK INC 709 EAST MAIN ST MO PALMYRA $80- $80.00-
52297 MATLACK INC 139 E SOPER STREET MO SAINT LOUIS $365 $180 $336 $881.25
81655 MATLACK INC 6041 I-55 SOUTH MS JACKSON $180 $120 $300.00
02544 MATLACK INC 7254 MT HOLLY RD NC CHARLOTTE $2,154 $300 $423- $2,031.60
81663 MATLACK INC 608 DUNN RD NC FAYETTEVILLE $233 $233.00
05096 MATLACK INC 519 PATTON AVENUE NC GREENSBORO $651 $206 $857.00
52220 MATLACK INC 57 RANDOLPH AVENUE NJ AVENEL $145 $207 $215 $567.50
52746 MATLACK INC FOOT E 2ND STREET NJ BAYONNE $1,212 $405 $65 $321 $2,004.63
78211 MATLACK INC 1558 FIRESTONE PARKWAY OH AKRON $1,895 $378 $415 $2,688.93
51374 MATLACK INC 1120 WYANOKE STREET OH IRONTON $195 $195.00
53569 MATLACK INC 7431 YOUNGTOWN & CONN RD OH KINSMAN $455 $10 $465.43
53568 MATLACK INC 8070 HARDING HWY OH LIMA $830 $830.00
52995 MATLACK INC 5745 N RIDGE ROAD OH N MADISON $185 $185.00
59573 MATLACK INC 8101 NORTH EAST 11TH AVE OR PORTLAND $170 $170.00
08551 MATLACK INC IMPERIAL DRIVE PA BENSALEM $190 $190.00
50555 MATLOCK INC 103 1/5 KENDALL AVE PA BRADFORD $183 $183.00
06834 MATLOCK INC 2895 NEVILE ROAD PA PITTSBURGH $405 $405.85
09945 MATLOCK INC 1647 KING STREET EXTENSI SC CHARLESTON $1,023 $242 $693 $1,959.25
01754 MATLOCK INC P O BOX 619 SC FAIRFOREST $5,795 $598 $890 $7,283.50
07513 MATLOCK INC P O BOX 619 SC SPARTANBURG $155 $155.00
55434 MATLOCK INC 1901 ROSSVILLE AVENUE TN CHATTANOOGA $1,058 $227 $337 $1,622.73
07704 MATLOCK INC P O BOX 13165 TN MEMPHIS $120 $167 $287.50
62575 MATLOCK INC 1509 ELMHILL PIKE TN NASHVILLE $170 $170.00
27821 MATLOCK INC 6365 WASHINGTON BLVD TX BEAUMONT $22 $194- $171.38-
80501 MATLOCK INC 404 FM 646 TX DICKINSON $680 $205 $885.00
08248 MATLOCK INC 7102 E HWY 332 TX FREEPORT $627 $705 $1,332.00
63184 MATLOCK INC 7102 E HWY 332 TX FREEPORT $145 $145.00
28414 MATLOCK INC RDUE 2 & UNION STREET WV NEW MARTINSVIL $167 $167.50
73163 MATLOCK INC P O BOX 735 WV NITRO $340 $340.00
CUST. TOTAL..... 28,275 3,114 1,868 5,803 39,062.07
63567 MAXWELL TANK LINES R R #6 IL CHANNAHON $194 $801 $995.00
CUST. TOTAL..... 194 801 995.00
06192 MC KENZIE TANK LINES INC P O BOX 13507 AL MOBILE $120 $120.00
56098 MC KENZIE TANK LINES INC P O BOX 460 LA HAHNVILLE $436 $436.80
79755 MC KENZIE TANK LINES INC 7327 OLD STATESVILLE RD NC CHARLOTTE $210 $120.60
54164 MC KENZIE TANK LINES INC 11500 CHOATE RD TX PASADENA $1,009 $724 $1,690 $3,423.00
CUST. TOTAL..... 1,656 844 1,690 4,190.40
69847 MC NULTY BULK TRANSPORT ROUTE 291 & STEWART AVE PA ESSINGTON $10- $10.90-
CUST. TOTAL..... 10- 10.90-
85359 MC TANK TRANSPORT 8555 N GILMORE OH FAIRFIELD, BU $250 $250.00
CUST. TOTAL..... 250 250.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 24
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
88506 MCILVAINE TRUCKING INC 7556 CLEVELAND RD OH WOOSTER $1,475 $1,475.60
CUST. TOTAL..... 1,475 1,475.60
88346 MCKENZIE TANK LINES INC P O BOX 100 GA ORCHARD HILL $760 $760.00
CUST. TOTAL..... 760 760.00
82684 MID WEST SERVICE INC 2250 E 15TH AVE IN GARY $350 $350.00
CUST. TOTAL..... 350 350.00
81842 MIDLAND ENVIRONMENTAL SE 416 BURGESS ST MI MIDLAND $5- $5.20-
CUST. TOTAL..... 5- 5.20-
09841 MILES INC MOBAY ROAD PA PITTSBURGH $5,587 $3,313 $7,740 $25,631 $42,272.12
53100 MILES INC MOBAY ROAD PA PITTSBURGH $139 $139.13
80311 MILES INC PA PITTSBURGH $139 $139.13
85980 MILES INC BOX 10288/BUSHY PARK PLT SC CHARLESTON $374 $45 $161 $580.50
77812 MILES INC 8500 WEST BAY RD TX BAYTOWN $7,675 $7,250 $1,175 $8,154 $24,254.50
CUST. TOTAL..... 13,637 10,608 8,915 34,225 67,385.38
57048 MILKY WAY TRANSPORT CO P O BOX 9266 MO SPRINGFIELD $80 $80.00
CUST. TOTAL..... 80 80.00
63315 MILLER TRANSPORT 2300 NABORS RD S W AL BIRMINGHAM $330 $330.00
02814 MILLER TRANSPORT P O BOX 2106 AL MOBILE $1,070 $135 $196- $1,009.35
09204 MILLER TRANSPORT 5800 21ST STREET AL TUSCALOOSA $666 $666.30
03083 MILLER TRANSPORT P O BOX 1392 AR EL DORADO $227 $428 $655.00
61995 MILLER TRANSPORT 1321 S JACKSON AR MAGNOLIA $559 $147 $706.05
55544 MILLER TRANSPORT 232 TIE PLANT LANE AR N LITTLE ROCK $578 $578.00
04042 MILLER TRANSPORT P O BOX 7708 GA SAVANNAH $693 $889 $1,583.25
76377 MILLER TRANSPORT 700 E 120TH STREET IL CHICAGO $217 $227 $445.20
57632 MILLER TRANSPORT 7088 GREEWELL SPRING RD LA BATON ROUGE $624 $1,232 $305 $1,005 $3,166.10
02503 MILLER TRANSPORT P O BOX 15488 MS HATTIESBURG $357 $357.00
26634 MILLER TRANSPORT P O BOX 1123 MS JACKSON $2,085 $375 $1,354 $3,815.21
67420 MILLER TRANSPORT P O BOX 768 MS MERIDIAN $265 $265.00
88414 MILLER TRANSPORT 291-B DUKES RD SC ORANGEBURG $654 $654.50
01867 MILLER TRANSPORT 2000 CHANNEL AVENUE TN MEMPHIS $1,786 $980 $2,766.00
59863 MILLER TRANSPORT 5643 OLD MILLINGTON RD TN MEMPHIS $238 $238.00
28774 MILLER TRANSPORT 4640 WASHINGTON BLVD TX BEAUMONT $1,040 $135 $334 $189 $1,698.00
04043 MILLER TRANSPORT P O BOX 388 TX CHANNELVIEW $452 $452.00
50700 MILLER TRANSPORT P O BOX 607 WV NITRO $570 $570.00
CUST. TOTAL..... 11,010 4,970 639 3,334 19,954.96
08251 MILLER TRANSPORTERS 15855 WOOD DR TX CHANNELVIEW $1,153 $1,203 $435- $1,921.87
CUST. TOTAL..... 1,153 1,203 435- 1,921.87
01755 MISSION PETROLEUM P O BOX 87788 TX HOUSTON $529- $529.06-
CUST. TOTAL..... 529- 529.06-
28194 MISSISSIPPI CHEMICAL COR LA BOSSIER CITY $461- $461.44-
60036 MISSISSIPPI CHEMICAL EXP P O BOX 6176 LA BOSSIER CITY $3,712 $675 $4,387.92
88039 MISSISSIPPI CHEMICAL EXP P O BOX 361 WV KENOVA $2,738 $2,738.42
CUST. TOTAL..... 6,450 213 6,664.90
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 25
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
89568 MOBIL CHEMICAL CORPORATI P O BOX 3140 NJ EDISON $1,491 $1,491.95
CUST. TOTAL..... 1,491 1,491.95
02847 MOBIL OIL CORPORATION 134 FORBES AVENUE CT NEW HAVEN $155 $155.00
15086 MOBIL OIN CORPORATION P O BOX 839 PA VALLEY FORGE $1,156 $1,156.06
CUST. TOTAL..... 155 1,156 1,311.06
15016 MONSANTO COMPANY 1610 MARVIN GRIFFIN RD GA AUGUSTA $1,278 $1,278.41
53490 MONSANTO COMPANY P O BOX 17627 MO SAINT LOUIS $2,250 $2,250.00
58407 MONSANTO COMPANY P O BOX 14307 MO SAINT LOUIS $7- $7.05-
CUST. TOTAL..... 1,278 2,250 7- $3,521.36
87131 MONTGOMERY INTERMODAL 71 W UWCHLAN AVE PA EXTON $190 $190.00
CUST. TOTAL..... 190 190.00
74738 MONTGOMERY TANK LINES DE NEW CASTLE $550- $550.25-
54110 MONTGOMERY TANK LINES 3108 CENTRAL DRIVE FL PLANT CITY $1,012 $24,660 $25,673.01
85268 MONTGOMERY TANK LINES 3108 CENTRAL DRIVE FL PLANT CITY $2,610 $95 $329 $803 $3,837.84
71525 MONTGOMERY TANK LINES GA LAKE CITY $968- $968.24-
27823 MONTGOMERY TANK LINES IL CHICAGO $179- $179.35-
25615 MONTGOMERY TANK LINES P O BOX 465 IL SUMMIT $734 $734.85
01758 MONTGOMERY TANK LINES IN GARY $168- $168.80-
73639 MONTGOMERY TANK LINES LA AMA $385- $385.20-
87390 MONTGOMERY TANK LINES 2020 MULBERRY RD NC CONCORD $879 $879.00
78844 MONTGOMERY TANK LINES 622 1/2 W WATERLOO ROAD OH AKRON $3,805 $3,805.35
59866 MONTGOMERY TANK LINES OH CINCINNATI $73- $73.85-
75849 MONTGOMERY TANK LINES OH IRONTON $63 $63.60
75827 MONTGOMERY TANK LINES OH UNIONTOWN $263- $263.75-
51708 MONTGOMERY TANK LINES PA GROVETON $148- $148.50-
50455 MONTGOMERY TANK LINES PA PARKER $50- $50.35-
76378 MONTGOMERY TANK LINES TN CHATTANOOGA $248 $248.04
72711 MONTGOMERY TANK LINES TX FREEPORT $613 $613.79
CUST. TOTAL..... 4,501 95 329 28,141 33,067.19
87944 MONTGOMERY TRUCK LINES 3091 APPLEBEE LANE ON BURLINGTON $412 $102 $515.10
CUST. TOTAL..... 412 102 515.10
66682 MONTGOMERY/QUALITY CARRI P O BOX 485 WV NITRO $19 $19.20
CUST. TOTAL..... 19 19.20
49495 MOONEY CHEMICAL INC TWO MILE RUN ROAD PA FRANKLIN $680 $680.50
CUST. TOTAL..... 680 680.50
90200 MORETEX CHEMICAL COMPANY 314 W HENRY SC SPARTANBURG $190 $190.00
CUST. TOTAL..... 190 190.00
06674 MORTON INT'L SPECIALITY 2700 EAST 170TH STREET IL LANSING $5,225 $5,225.00
CUST. TOTAL..... 5,225 5,225.00
80936 MORTON INTERNATIONAL SPECIALTY CHEMICALS GROU OH ORRVILLE $185 $185.00
CUST. TOTAL..... 185 185.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 26
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
09812 MR FRANK 4747 LINCOLN MALL DR IL MATTESON $516 $562 $231 $253 $1,562.00
CUST. TOTAL..... 516 562 231 253 1,562.00
54670 NALCO CHEMICAL COMPANY 7356 GA HWY 54 GA JONESBORO $17,876 $17,876.00
21654 NALCO CHEMICAL COMPANY 1927 NOLTE DRIVE NJ PAULSBORO $7,931 $1,743 $9,675.43
54710 NALCO CHEMICAL COMPANY 7701 HIGHWAY 90-A TX SUGARLAND $4,105 $1,080 $5,185.00
CUST. TOTAL..... $29,912 1,080 1,743 32,736.43
24270 NAPPI TRUCKING CORP P O BOX 510 NJ MATAWAN $307 $307 $614.80
CUST. TOTAL..... 307 307 614.80
55880 NATIONAL STARCH & CHEM C P O BOX 197 IL MEREDOSIA $128 $128.70
00733 NATIONAL STARCH & CHEM C P O BOX 6500 NJ BRIDGEWATER $1,063 $1,063.04
CUST. TOTAL..... 1,191 1,191.74
70043 NEW DIXIE TRANSPORTATION P O BOX 112 VA PROVIDENCE FOR $37- $37.10-
CUST. TOTAL..... 37- 37.10-
25616 NEW ENGLAND TRUCK SALES 114 SCHOOL GROUND ROAD CT BRANFORD $4,535 $4,535.40
CUST. TOTAL..... 4,535 4,535.40
05560 NEW HAVEN TANK TERMINAL 30 WATERFRONT ST CT NEW HAVEN $155 $155.00
CUST. TOTAL..... 155 155.00
75998 NILES CHEMICAL P O BOX 930 IN MISHAWAKA $620 $620.00
CUST. TOTAL..... 620 620.00
75771 NIPPON EXPRESS 15402 E VANTAGE PKWY TX HOUSTON $350 $350.55
CUST. TOTAL..... 350 350.55
84304 NORTH CANTON TRANSFER 2515 GREENSBURG RD OH N CANTON $20 $20.00
CUST. TOTAL..... 20 20.00
57668 NORTRU INC 421 LYCASTE STREET MI DETROIT $967 $967.22
CUST. TOTAL..... 967 967.22
60842 NOVA CHEM 7924 WRENWOOD BLVD LA BATON ROUGE $1,498 $635 $2,133.00
CUST. TOTAL..... 1,498 635 2,133.00
61002 NOVACOR CHEMICALS INC C/O MERICIAN TRAFFIC SVC MA BRAINTREE $140 $140.00
CUST. TOTAL..... 140 140.00
07615 NUBULK P O BOX 56604 CA HAYWARD $1,860 $1,860.00
53963 NUBULK LAFAYETTE STREET NJ CARTERET $602 $602.60
CUST. TOTAL..... 2,462 2,462.60
74917 NUBULK SERVICES INC P O BOX 340 WV FOLLANSBEE $2,392 $2,392.69
CUST. TOTAL..... 2,392 2,392.69
OVER-365-DAYS... 142,572 *** F TO N *** 271,905 97,697 31,422 223,288 624,314.73
65354 OAKLEY TRANSPORT 101 ABC CUTOFF RD FL LAKE WALES $2,820 $426 $3,246.07
CUST. TOTAL..... 2,820 426 3,246.07
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 27
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
82233 OBRIEN TRANSPORT INC 53 RIVER RD LA AMA $1,217 $1,217.07
CUST. TOTAL..... 1,217 1,217.07
38575 OCCIDENTAL CHEMICAL CORP 673 WALK ROAD NY N TONAWANDA $4,467 $192 $491 $5,150.00
24720 OCCIDENTAL CHEMICAL CORP P O BOX 344 NY NIAGARA FALLS $157 $212 $369.00
26303 OCCIDENTAL CHEMICAL CORP P O BOX 344 NY NIAGARA FALLS $1,011 $157 $354 $1,522.00
78706 OCCIDENTAL CHEMICAL CORP 5000 PACKARD RD NY NIAGARA FALLS $207 $207.36
82296 OCCIDENTAL CHEMICAL CORP 53RD & BUFFALO/BLDG E-3 NY NIAGARA FALLS $980 $980.00
89996 OCCIDENTAL CHEMICAL CORP DUREZ DIVISION NY NIAGARA FALLS $147 $147.96
07934 OCCIDENTAL CHEMICAL CORP P O BOX 809050 TX DALLAS $272 $192 $464.50
79815 OCCIDENTAL CHEMICAL CORP ALATHON POLYMERS DIVISIO TX WADSWORTH $160 $160.00
CUST. TOTAL..... 6,105 698 2,197 9,000.82
07687 ODYSSEY 18405 SOUTH MAIN CA GARDENA $220 $220.00
73725 ODYSSEY 18405 SOUTH MAIN CA GARDENA $4,455 $4,455.00
CUST. TOTAL..... 4,675 4,675.00
26443 OHIO POLYCHEMICAL P O BOX 369004 OH COLUMBUS $1,314 $260 $25- $1,549.00
CUST. TOTAL..... 1,314 260 25- 1,549.00
82831 OLIN CORPORATION 120 LONG RIDGE RD CT STAMFORD $4,700 $690 $5,390.00
CUST. TOTAL..... 4,700 690 5,390.00
39570 OLIN HUNT SPECIALTY PROD IL ROLLING MEADOW $140- $140.00-
CUST. TOTAL..... 140- 140.00-
05440 OMNI BULK SYSTEMS P O BOX 762 NJ HACKETTSTOWN $59- $59.40-
CUST. TOTAL..... 59- 59.40-
61344 OPIES MILK HAULERS P O BOX 89 MO ELDON $749 $749.12
CUST. TOTAL..... 749 749.12
76295 ORIOLE CHEMICAL CARRIERS P O BOX 303 NJ KEASBEY $71- $71.02-
CUST. TOTAL..... 71- 71.02-
55437 OVID TRUCKING 125 E OAK STREET MI OVID $165 $165.00
CUST. TOTAL..... 165 165.00
64997 OWINGS TRANSPORT P O BOX 477 DE TOWNSEND $1,079 $1,079.62
CUST. TOTAL..... 1,079 1,079.62
67080 OZINGA PROS INC 12843 S PULASKI ROAD IL ALSIP $192- $192.50-
CUST. TOTAL..... 192- 192.50-
87607 P & R TANK LINES OF BALT 612 W PATAPSCO AVE MD BALTIMORE $185 $185.76
CUST. TOTAL..... 185 185.76
60640 P B & S CHEMICAL COMPANY P O BOX 20 KY HENDERSON $352 $352.45
05985 P B & S CHEMICAL COMPANY WV PROCTOR $291 291.50
CUST. TOTAL..... 643 643.95
33970 P D GEORGE COMPANY P O BOX 66756 MO SAINT LOUIS $421 $421.20
CUST. TOTAL..... 421 421.20
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 28
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
18500 P P G INDUSTRIES INC 4829 FAIRLAND ROAD OH BARBERTON $91- $91.75-
CUST. TOTAL..... $91- 91.75-
05434 PASCO PRODUCTS P O BOX 2606 TN CLEVELAND $347 $347.79
CUST. TOTAL 347 347.79
90164 PEDRONI FUEL COMPANY WHEAT ROAD NJ VINELAND $418 $418.70
CUST. TOTAL..... 418 418.70
76845 PENCCO P O BOX 2567 TX CORPUS CHRISTI $405 $105- $300.00
CUST.TOTAL 405 105- 300.00
82640 PENN TANK LINES 653 SWEDESFORD ROAD PA MALVERN $283 $50 $333.55
90071 PENN TANK LINES P O BOX 7780-5049 PA PHILADELPHIA $153 $153.70
CUST. TOTAL..... 437 50 487.25
00536 PENTRON P O BOX 1809 SC SPARTANBURG $170 $170.00
03947 PENTRON 5200 NAVIGATION TX HOUSTON $412 $962 $1,374.00
CUST. TOTAL..... 170 412 962 1,544.00
51090 PENTRON INC 200 KING ROAD PA WEST CHESTER $879 $519 $420 $1,819.33
CUST. TOTAL..... 879 519 420 1,819.33
77387 PERFORMANCE POLIMERS CO PA TAYLOR $130 $130.00
CUST. TOTAL..... 130 130.00
89663 PERIDOT CHEMICAL CO P O BOX 5 SC CATAWBA $45 $45.00
CUST. TOTAL..... 45 45.00
60035 PETRO CHEMICAL PROCESS 515 LYCAST STREET MI DETROIT $177 $177.55
CUST. TOTAL..... 177 177.55
62385 PETRO-LUBE INC 10566 PLAZA DRIVE MI WHITMORE LAKE $184 $184.00
CUST. TOTAL..... 184 184.00
67218 PETROLITE CORPORATION 16010 BAKERSPOINT LANE TX HOUSTON $105 $105.00
CUST. TOTAL..... 105 105.00
51263 PIERCETON TRUCKING BOX 233 IN LAKETON $100 $100.00
CUST. TOTAL..... 100 100.00
64380 PIONEER PLASTICS CORP PIONEER ROAD ME AUBURN $166 $204 $370.44
CUST. TOTAL..... 166 204 370.44
76226 POLSINELLO FUEL INC 49 RIVERSIDE AVE NY RENSSELAER $144 $144.72
CUST. TOTAL..... 144 144.72
72073 POPE TRANSPORT DRAWER 649 NC MOUNT OLIVE $120 $120.00
CUST. TOTAL..... 120 120.00
57051 PROVOST BULK TRANSPORT I 155 SMITH STREET NJ KEASBEY $190 $190.00
50772 PROVOST BULK TRANPORTAT P O BOX 405 NJ KEASBEY $2,012 $612 $356 $2,981.62
CUST. TOTAL..... 2,202 612 356 3,171.62
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 29
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
83705 PROVOST CARTAGE 1030 SALK ROAD ON PICKERING $1,238 $1,238.76
64301 PROVOST CARTAGE 893 CAMPBELL STREET ON SARNIA $123 $488 $611.00
63181 PROVOST CARTAGE 7887 GRENACHE PQ MONTREAL $794 $520 $321- $992.70
CUST. TOTAL..... 2,155 488 520 321- 2,842.46
78431 PUERTO RICAN MARINE MNGM P O BOX 40044 FL JACKSONVILLE $30 $60 $90.00
02926 PUERTO RICAN MARINE MNGM P O BOX 10667 SC CHARLESTON $40 $40.00
CUST. TOTAL..... 30 60 40 130.00
01252 PUMP & TANK SHOP P O BOX 18156 NC GREENSBORO $475 $95- $380.00
CUST. TOTAL..... 475 95- 380.00
54965 PVS CHEMICALS INC 12260 S CARONDOLET AVE IL CHICAGO $115 $115.00
CUST. TOTAL..... 115 115.00
81876 QUALITY CARRIERS 3108 CENTRAL DRIVE FL PLANT CITY $220 $220.00
56179 QUALITY CARRIERS 53 RIVER ROAD LA AMA $169 $169.40
69613 QUALITY CARRIERS P O BOX 1371 MA BELCHERTOWN $253 $253.87
53780 QUALITY CARRIERS 159 WEST ERIE AVE PA PHILADELPHIA $2,877 $2,877.83
04287 QUALITY CARRIERS 2401 PEARL STREET TX HOUSTON $945 $945.00
25117 QUALITY CARRIERS P O BOX 186 WI PLEASANT PRAIR $1,511 $1,511.99
69044 QUALITY CARRIERS P O BOX 627 WV INWOOD $208 $208.82
CUST. TOTAL..... 6,186 6,186.91
82916 QUALITY CARRIERS P O BOX 427 SC LAKE CITY $198- $198.00-
CUST. TOTAL..... 198- 198.00-
84600 QUANTUM CHEMICAL CORP 300 DOREMUS AVE NJ NEWARK $240 $240.00
84610 QUANTUM CHEMICAL CORP P O BOX 429596 OH CINCINNATI $240 $240.00
CUST. TOTAL..... 480 480.00
81002 QUEENSWAY TANK LINES 151 REVERCHON PQ POINTE CLAIRE $238 $226 $464.77
CUST. TOTAL..... 238 226 464.77
55737 R J GUERRERA 51 ELM STREET CT NAUGATUCK $2,018 $2,018.00
CUST. TOTAL..... 2,018 2,018.00
80180 R WAYNE BOST TRUCKING IN P O BOX 5990 GA AUGUSTA $3,227 $217 $50 $3,494.90
52918 R WAYNE BOST TRUCKING IN 220 WEST RITCHIE ROAD NC SALISBURY $4,127 $1,167 $5,295.34
CUST. TOTAL..... 7,355 1,384 50 8,790.24
69317 RAY MOLDER CARRIER 3801 23RD STREET OH CANTON $1,385 $1,385.57
CUST. TOTAL..... 1,385 1,385.57
50944 REFINERS TRANSPORT 300 CORNELL DRIVE UNIT A DE WILMINGTON $4,475 $4,475.42
60038 REFINERS TRANSPORT P O BOX 4001 NJ MATAWAN $2,054 $2,054.94
80937 REFINERS TRANSPORT P O BOX 2041 OH HEATH $933 $933.91
64433 REFINERS TRANSPORT P O BOX 86-A RR #4 OH MARIETTA $1,710 $1,710.32
02762 REFINERS TRANSPORT 2706 LEFFERSON ROAD OH MIDDLETOWN $224 $224.20
09827 REFINERS TRANSPORT 2215 NAVARRE AVE OH OREGON $90 $90.00
00858 REFINERS TRANSPORT P O BOX 627 PA E BUTLER $1,798 $1,796.47
57532 REFINERS TRANSPORT BOX 273 PA OIL CITY $405 $405.18
CUST. TOTAL..... 11,690 11,690.44
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 30
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
68450 REICHOLD CHEMICAL COMPAN 5203 HENDERSON ROAD AL TUSCALOOSA $917 $917.50
58675 REICHOLD CHEMICAL COMPAN 101 BLANCHARD STREET PQ STE THERESE $350 $350.96
CUST. TOTAL..... 1,268 1,268.46
04451 RENOSOL CORPORATION 505 HOOVER STREET MI FARWELL $660 $660.00
CUST. TOTAL..... 660 660.00
54787 RESEARCH SOLV & CHEM INC P O DRAWER 20200 AL BIRMINGHAM $285 $366- $81.48-
CUST. TOTAL..... 285 366- 81.48-
80468 RESOURCE TRANSPORT RR 1 BOX 173 PA ROCHESTER MILL $324 $324.62
CUST. TOTAL..... 324 324.62
70889 RESOURCES TRANSPORTATION P O BOX 1914 TX DEER PARK $4,190 $190 $4,380.00
CUST. TOTAL..... 4,190 190 4,380.00
67701 RETECH CORPORATION P O BOX 388 LA SAINT GABRIEL $265 $265.00
CUST. TOTAL..... 265 265.00
09571 REYNOLDS METALS COMPANY 10 GATES ST SC GREENVILLE $70 $70.00
CUST. TOTAL..... 70 70.00
88747 REYNOLDS NATIONWIDE, INC P O BOX 589 OH LONDON, MA $345 $345.00
CUST. TOTAL..... 345 345.00
57972 RHONE POULENC CHEMICAL P O BOX 17600 MO SAINT LOUIS $113 $113.00
89938 RHONE POULENC CHEMICAL PROSPET PLAINS ROAD NJ CRANBURY $152 $152.00
70033 RHONE POULENC CHEMICAL 5900 NORTH HARRISON STRE NJ PRINCETON $.00
69170 RHONE POULENC CHEMICAL 6213 HIGHWAY 332-E TX FREEPORT $9,225 $9,225.00
83868 RHONE POULENC CHEMICAL INTERNATIONAL BILLING ON TX FREEPORT $2,250 $225 $2,475.00
CUST. TOTAL..... 9,377 2,250 338 11,965.00
01000 RONE POULENC SURFACTANT 3440 FAIRFIELD ROAD MD BALTIMORE $39 $39.46
CUST. TOTAL..... 39 39.46
90230 ROCHESTER CARTAGE MN ROCHESTER $60 $60.00
CUST. TOTAL..... 60 60.00
56725 RODGERS CARTAGE 59TH ST & ARCHER AVENUE IL SUMMIT $175 $175.00
77736 RODGERS CARTAGE 1302 FIFTH AVENUE IL ROBY $235 $235.00
CUST. TOTAL..... 175 235 410.00
08629 ROEDER CARTAGE CO INC 1979 N DIXIE OH LIMA $260 $260.00
CUST. TOTAL..... 260 260.00
73023 ROGERS CARTAGE RT 3 BOX 3118 GA AUBURN $159 $159.75
81631 ROGERS CARTAGE CEDAR CREEK RD GA WINDER $500 $500.00
71271 ROGERS CARTAGE 4428 MIDLOTHIAN TURNPIKE IL CRESTWOOD $1,294 $1,062 $91- $2,265.04
02763 ROGERS CARTAGE 3245 E EAMES ST IL JOLIET $465 $465.00
76684 ROGERS CARTAGE 1655 RICH ROAD IN RICHMOND $196 $196.10
85351 ROGERS CARTAGE 27007 FORT ST MI GIBRALTAR $190 $190.00
01833 ROGERS CARTAGE 210 WEST ALEXIS ROAD OH TOLEDO $195 $195.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 31
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
55276 ROGERS CARTAGE 30-D BARCELONA DRIVE SC GREENVILLE $1,031 $955 $200 $2,186.00
CUST. TOTAL..... 3,290 2,403 463 6,156.89
80960 ROHM & HAAS COMPANY ATTN TRAN DEPT BLDG 60 PA PHILADELPHIA $226 $226.00
CUST. TOTAL..... 226 226.00
70170 ROLLING ENVIRONMENTAL SE RT 322 & I-295 NJ BRIDGEPORT $287 $2,491 $2,778.82
CUST. TOTAL..... 287 2,491 2,778.82
26251 ROSS TRANSPORTATION 394 GILES ROAD OH GRAFTON $304 $304.75
CUST. TOTAL..... 304 304.75
77914 ROY BROTHERS INC 764 BOSTON ROAD MA BILLERICA $697 $697.84
CUST. TOTAL..... 697 697.84
09832 RUAN TRANSPORT BOX 855 IA DES MOINES $115 $115.00
60720 RUAN TRANSPORT 2721 INDUSTRIAL STREET WI WISCONSIN RAPI $1,555 $1,555.00
CUST. TOTAL..... 1,555 115 1,670.00
60028 RYDER BULK TRANS SERV 4025 COMMERCE AVENUE AL FAIRFIELD $360 $360.00
CUST. TOTAL..... 360 360.00
69661 RYDER TRUCK RENTAL P O BOX 1281 LA HAHNVILLE $171 $171.00
CUST. TOTAL..... 171 171.00
09740 S & J TRANSPORTATION CO U S ROUTE 40 NJ WOODSTOWN $2,029 $285 $2,314.82
CUST. TOTAL..... 2,029 285 2,314.82
89333 S D MYERS 180 SOUTH AVE OH TALLMADGE $255 $255.00
CUST. TOTAL..... 255 255.00
51892 S D WARREN COMPANY R F D #3 ME SKOWHEGAN $372 $372.36
CUST. TOTAL..... 372 372.36
75092 S.E.T. ENVIRMENTAL 450 SUMAC IL WHEELING $184 $150 $115 $449.00
CUST. TOTAL..... 184 150 115 449.00
76820 SAFETY KLEEN CORPORATION 11 TIPPING DRIVE CT BRANFORD $124 $124.00
02052 SAFETY KLEEN CORPORATION 777 BIG TIMBER ROAD IL ELGIN $113 $212 $325.00
CUST. TOTAL..... 237 212 449.00
90084 SANDERS OIL COMPANY P O BOX 70 MS LOUISVILLE $160 $160.00
CUST. TOTAL..... 160 160.00
17165 SANDOZ CHEMICALS CORP 4000 MONROE ROAD NC CHARLOTTE $95 $95.00
CUST. TOTAL..... 95 95.00
71900 SCHENECTADY INTERNATIONA CONGRESS ST & 10TH AVE NY SCHENECTADY $2,286 $260 $2,547.71
CUST. TOTAL..... 2,286 260 2,547.71
25415 SCHNEIDER NATIONAL P O BOX 2500 WI GREEN BAY $14,709 $1,626 $55- $16,280.40
57504 SCHNEIDER NATIONAL P O BOX 2700 WI GREEN BAY $2,507 $215 $2,722.74
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 32
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
73387 SCHNEIDER NATIONAL P O BOX 2500 WI GREEN BAY $6,130 $1,012 $31 $195 $7,369.62
CUST. TOTAL..... 23,347 2,638 31 355 26,372.76
88358 SCHNEIDER TANKLINES INC 410 W 19TH STREET LA RESERVE $605 $161 $766.00
CUST. TOTAL..... 605 161 766.00
80710 SCHWERMAN TRUCKING 400 FREEMAN AVE VA CHESAPEAKE $329 $329.40
CUST. TOTAL..... 329 329.40
22115 SCHWERMAN TRUCKING CO P O BOX 5556 GA AUGUSTA $635 $400 $1,035.00
82058 SCHWERMAN TRUCKING CO 205 LISSNER AVE GA SAVANNAH $2,311 $180 $115- $2,376.92
06193 SCHWERMAN TRUCKING CO P O BOX 1601 WI MILWAUKEE $512 $180 $199- $493.38
26334 SCHWERMAN TRUCKING CO 611 S 28TH STREET WI MILWAUKEE $100- $100.05-
CUST. TOTAL..... 3,459 760 414- 3,805.25
54734 SCIENTIC BRAKE P O BOX 840 MI SAGINAW $380 $380.00
CUST. TOTAL..... 380 380.00
72460 SEALAND SERVICE INC P O BOX 6020 NJ ELIZABETH $129 $129.00
CUST. TOTAL..... 129 129.00
73150 SENTRY PAINT TECHNOLOGIE 237 MILLSTREET PA DARBY $901 $292 $1,193.60
CUST. TOTAL..... 901 292 1,193.60
00455 SEVEN UP BOTTLING COMPAN 135 BAYLIS ROAD NY MELVILLE $143- $143.00-
CUST. TOTAL..... 143- 143.00-
58860 SEYLLER TRANSPORTATION I 130 INDUSTRIAL DRIVE IL ALGONQUIN $18,811 $10,776 $29,587.50
CUST. TOTAL..... 18,811 10,776 29,587.50
72452 SHELL OIL COMPANY P O BOX 2463 TX HOUSTON $432 $432.00
CUST. TOTAL..... 432 432.00
75632 SHENKERS INTL P O BOX 609 LA KENNER $21 $21.20
CUST. TOTAL..... 21 21.20
50706 SICO PA WILLOW STREET $70- $70.00-
CUST. TOTAL..... 70- 70.00-
07255 SICOMAC CARRIERS 273 NEW ROAD NJ PARSIPPANY $145 $145.00
CUST. TOTAL..... 145 145.00
69751 SLAY TRANSPORTATION RT 3 & MONSANTO DR IL SAUGET $214 $214.00
28417 SLAY TRANSPORTATION 1441 HAMPTON AVE MO SAINT LOUIS $524 $95 $389 $1,008.48
72107 SLAY TRANSPORTATION 145 EAST HAZELWOOD AVE NJ RAHWAY $114 $114.49
88251 SLAY TRANSPORTATION 30 EAST BARCELONA DRIVE SC GREENVILLE $625 $659 $1,284.00
CUST. TOTAL..... 1,363 754 503 2,620.97
88715 SONOCO IBC 100 ALEX STREET GA LAVONIA $2,144 $2,144.00
CUST. TOTAL..... 2,144 2,144.00
76660 SOUTHCHEM INCORPORATED P O BOX 1491 NC DURHAM $2,351 $165 $60 $90 $2,666.12
CUST. TOTAL..... 2,351 165 60 90 2,666.12
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 33
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
22924 SOUTHEASTERN ADHESIVES C 814-D VIRGINIA ST S W NC LENOIR $200 $200.00-
CUST. TOTAL..... $200 200.00
85064 SOUTHERN BULK HAULERS P O BOX 278 SC HARLEYVILLE $135- $135.00-
CUST. TOTAL..... $135- $135.00-
12689 SOUTERN COATINGS & CHEM P O BOX 160 SC SUMTER $220 $220.00
CUST. TOTAL..... 220 220.00
64072 SOUTHERN LUBRICANTS P O BOX 50308 SC COLUMBIA $136 $136.00
CUST. TOTAL..... 136 136.00
52773 SPECIALIZED TANK SERVICE P O BOX 1727 TX LA PORTE $1,280 $1,160 $357 $160 $2,957.50
CUST. TOTAL..... 1,280 1,160 357 160 2,957.50
71337 SPRINTER SERVICES INC 3000 BROADWAY MI GRANDVILLE $769 $490 $1,259.00
CUST. TOTAL 769 490 1,259.00
90032 ST LOUIS COUNTY PARK & R 41 SOUTH CENTRAL AVE MO CLINTON $288 $288.00
CUST. TOTAL..... 288 288.00
05701 STAR CHEMICAL COMPANY 4360 SAN CARLOS DRIVE GA MACON $160 $160.00
CUST. TOTAL..... 160 160.00
89998 STEER TANK LINES INC P O BOX 1819 TX AMARILLO $259 $259.70
CUST. TOTAL..... 259 259.70
71534 STEPHENS ENTERPRIZE 796 BAY BRIDGE RD AL PRICHARD $15- $15.00-
CUST. TOTAL.... 15- 15.00-
83816 STOLT NEILSON INC INTERNATIONAL BILLING ON NJ SOMERSET $200- $200.00-
57565 STOLT NEILSON INC INTERNATIONAL BILLING ON TX HOUSTON $365 $2,210 $2,575.00
CUST. TOTAL..... 365 2,010 2,375.00
67555 STOLT-NEILSON 285 DAVIDSON AVENUE NJ SOMERSET $12,051 $7,869 $11 $1,434 $21,366.50
59568 STOLT-NEILSON TX HOUSTON $175- $175.00-
89450 STOLT-NEILSON P O BOX 96438 TX HOUSTON $29,750 $29,930 $21,860 $81,540.00
CUST. TOTAL..... 41,801 37,799 21,871 1,259 102,731.50
51110 SUNDOWN EQUIPMENT 706 MONTEBEK ON MISSISSAUGA $185- $185.00-
CUST. TOTAL..... 185- 185.00-
78634 SUNDOWN TANK LINES LTD P O BOX 147 ON MISSISSAUGA $414 $414.72
CUST. TOTAL..... 414 414.72
81364 SUPERIOR CARRIER 113 ETHAN ALLEN PKWY VT BENNINGTON $1,537 $1,231 $144 $2,913.84
CUST. TOTAL 1,537 1,231 144 2,913.84
85581 SUPERIOR CARRIERS 3938 GOSHEN INDUSTRIAL B GA AUGUSTA $3,249 $3,128 $904 $160- $7,122.00
80326 SUPERIOR CARRIERS 2105 W 162ND STREET IL MARKHAM $752 $195 $339 $1,286.98
28524 SUPERIOR CARRIERS P O BOX 1200 ME PORTLAND $747 $1,809 $525 $225 $3,308.09
60397 SUPERIOR CARRIERS 6028 OLD MT HOLLY RD NC CHARLOTTE $468 $321 $120 $910.48
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 34
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
85582 SUPERIOR CARRIERS 1071 BOULDER RD NC GREENSBORO $967 $1,058 $2,025.00
03029 SUPERIOR CARRIERS BERKSHIRE VALLEY ROAD NJ KENVIL $1,274 $1.908 $869 $845 $4,898.74
58699 SUPERIOR CARRIERS 4983 PROVIDENT DRIVE OH CINCINNATI $1,900 $1,694 $170 $7 $3,771.91
81427 SUPERIOR CARRIERS P O BOX 448 TN CHARLESTON $985 $1,341 $112 $2,440.28
70334 SUPERIOR CARRIERS 101 REGIONAL DR TN KINGSPORT $1,184 $1,224 $141 $12- $2,537.65
60029 SUPERIOR CARRIERS P O BOX 580 VA MARION $19,640 $23,286 $2,046 $601 $45,574.86
CUST. TOTAL..... 31,169 35,967 4,996 1,741 73,875.99
76241 SUPERIOR TANK TRAILER 1423 S WESTERN PARKWAY KY LOUISVILLE $130 $130.00
CUST. TOTAL..... 130 130.00
80250 SURPASS CHEMICAL CO, INC 1254 BROADWAY NY ALBANY $445 $445.20
CUST. TOTAL..... 445 445.20
88441 SUTTLE TRANSPORTATION P O BOX 428 MI GRAYLING $204 $204.12
CUST. TOTAL..... 204 204.12
57534 SUTTLES TRUCK LEASING P O BOX 129 AL DEMOPOLIS $10,101 $3,314 $13,415.73
58079 SUTTLES TRUCK LEASING IN 6725 WEST PIKE OH ZANESVILLE $475 $475.00
88724 SUTTLES TRUCK LEASING, I P O BOX 6686 GA ATLANTA $2,137 $669 $2,806.00
CUST. TOTAL..... 12,713 669 3,314 16,696.73
65023 SUTTONS INTL (N A) INC 25 S MAIN ST/SUITE 10 NJ EDISON $3,254 $1,984 $5,238.00
CUST. TOTAL..... 3,254 1,984 5,238.00
86775 SYNTECH 14822 HOOPER ROAD TX HOUSTON $945 $945.00
CUST. TOTAL..... 945 945.00
19853 T & T CHEMICAL COMPANY 101 NORTH PARK AVE AR EL DORADO $1,041 $1,014.71
CUST. TOTAL..... 1,041 1,041.71
56884 T D S I 36TH & MOORE STREETS PA PHILADELPHIA $307 $307.09
CUST. TOTAL..... 307 307.09
72544 TANK CLEANING SERVICES 1420 CLUMBUS AVE VA PORTSMOUTH $903 $903.80
CUST. TOTAL..... 903 903.80
00242 TANK TRUCK TRANSPORT 15 BRYDON DRIVE ON REXDALE $240 $240.00
82653 TANK TRUCK TRANSPORT 610 DIXON ROAD REXDALE ON REXDALE $223 $223.56
CUST. TOTAL..... 463 463.56
73007 TANKER TRANSPORT NORTH 16TH AVE WA YAKIMA $15- $15.00-
CUST. TOTAL..... 15- 15.00-
67285 TECHNICAL PRODUCTS 3900 TUCKER AVENUE KY LOUISVILLE $166 $166.66
CUST. TOTAL..... 166 166.66
79753 TENNESSEE VALLEY PERFORM 2115 MANUFACTURERS RD TN DAYTON $264- $264.80-
CUST. TOTAL..... 264- 264.80-
76847 TEXACO INT TRADERS INC 2723 YALE STREET TX HOUSTON $230 $169 $219 $77- $535.75
CUST. TOTAL..... 230 163 219 77- 535.75
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 35
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
56940 TEXACO REF & MARKETING P O BOX 4785 TX HOUSTON $170 $170.00
79351 TEXACO REF & MARKETING P O BOX 4785 TX HOUSTON $310 $310.50
CUST. TOTAL..... 480 480.50
08256 THE GEO A RHEMAN CO INC 1069 LINCOLN AVE SC N CHARLESTON $3,997 $11 $4,008.75
CUST. TOTAL..... 3,997 11 4,008.75
63699 TIDEWATER TRANSIT P O BOX 189 NC KINSTON $125- $125.00-
55277 TIDEWATER TRANSIT P O BOX 2133 NC WILMINGTON $212 $225- $13.00-
77066 TIDEWATER TRANSIT 1045 TIDEWATER COURT TN KINGSPORT $145 $145.00
CUST. TOTAL..... 357 350- 7.00
87252 TIDEWATER TRANSPORT P O BOX 870 SC COWPENS $1,630 $1,630.00
CUST. TOTAL..... 1,630 1,630.00
58084 TIONA P O BOX 90 MO BUTLER $361 $24- $336.80
CUST. TOTAL..... 361 24- 336.80
79551 TIPHOOK plc 1225 NORTH LOOP WEST TX HOUSTON $60 $60.00
CUST. TOTAL..... 60 60.00
85333 TITANK AGENCIES USA INC 4606 FM 1960 WEST TX HOUSTON $5,109 $2,077 $880 $3,147 $11,214.00
CUST. TOTAL.... 5,109 2,077 880 3,147 11,214.00
90246 TOBACCO CONTRACTOR 800 ASPHALT ROAD NC KINSTON $90 $90.00
CUST. TOTAL..... 90 90.00
C 86890 TOTAL DISTRIBUTION SERVI 106 EATONS NECK ROAD NY NORTHPORT $212 $212.00
CUST. TOTAL..... 212 212.00
71034 TOWNLEY PRODUCTS INC 2294 TRIPALDI WAY CA HAYWARD $74- $74.20-
CUST. TOTAL..... 74- 74.20-
10686 TR-METRO CHEMICALS INC P O BOX 376 NJ RIDGEFIELD $101 $101.65
CUST. TOTAL..... 101 101.65
89336 TRANS ATLANTIC 48647 STREET-RT-285 OH CALDWELL $1,273 $1,273.06
CUST. TOTAL..... 1,273 1,273.06
73064 TRANS OCEAN TANK SERVICE 397-405 ARCHWAY RD EN LONDON $434 $141 $575.50
CUST. TOTAL..... 434 141 575.50
72328 TRANSPORT CO OF TEXAS 5503 AGNES STREET TX CORPUS CHRISTI $91- $91.60-
CUST. TOTAL..... 91- 91.60-
68201 TRANSPORT INC P O BOX 400 MN MOORHEAD $3,376 $1,090 $4,466.50
CUST. TOTAL..... 3,376 1,090 4,466.50
80533 TRANSPORT SERVICE RT 3/SUITE A GA WINDER $297 $132 $429.52
88153 TRANSPORT SERVICE 751 TERY DRIVE IL JOILET $169 $430 $196 $795.81
CUST. TOTAL..... 169 727 328 $1,225.33
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 36
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
28525 TRANSPORT SERVICE CO 5140 WEST 41ST STREET IL CHICAGO $2,226 $2,226.57
02820 TRANSPORT SERVICE CO 908 ELM STREET SUITE 101 IL HINSDALE $6,057 $6,859 $840 $2,396 $16,153.41
88051 TRANSPORT SERVICE CO 9312 SOUTH RIVER ROAD LA PLAQUEMINE $190 $190.50
58704 TRANSPORT SERVICE CO SALZBURG ROAD MI MIDLAND $137 $137.48
CUST. TOTAL..... 6,057 6,859 840 4,951 18,707.96
72212 TRANSPORT SERVICES 1949 VICTORIA STREET TX FREEPORT $172 $172.00
CUST. TOTAL..... 172 172.00
76769 TRANSPORT SERVICES CO P O BOX 511 TN LOUDON $202 $202.30
CUST. TOTAL..... 202 202.30
26636 TRI ALLWASTE 50-C CAVEN POINT AVENUE NJ JERSEY CITY $163 $163.38
CUST. TOTAL..... 163 163.38
70353 TRI COUNTY 3432 GEMBRIT CIRCLE MI KALAMAZOO $95 $95.00
CUST. TOTAL..... 95 95.00
88465 TRI TANK CO 115 FARRELL RD NY SYRACUSE $203 $203.30
CUST. TOTAL..... 203 203.30
86842 TRIMAC 3453 ENTERPRISE AVE CA HAYWARD $4,660 $900 $5,560.00
83939 TRIMAC 3710 CAVE RUN ROAD KY LOUISVILLE $135 $346 $909 $1,390.49
83812 TRIMAC CROWN POINT ROAD NJ PAULSBORO $426 $426.00
62273 TRIMAC PINEVILLE ROAD TN CHATTANOOGA $613 $200 $813.63
CUST. TOTAL..... 5,834 900 346 1,109 8,190.12
89941 TRIMAC #52 4025 COMMERCE AVENUE AL FAIRFIELD $155 $155.00
CUST. TOTAL..... 155 155.00
28419 TRIMAC BULK TRANS INC KY LOUISVILLE $105 $105.15
81237 TRIMAC BULK TRANS INC 1415 PENN CITY RD TX HOUSTON $746 $2,818 $3,564.56
CUST. TOTAL..... 746 2,923 3,669.71
79552 TRIMAC BULK TRANSPORTATI RT 2 BOX 217 SC ORANGEBURG $250 $250.56
CUST. TOTAL..... 250 250.56
50846 TRIMAC TRANSPORT SYSTEMS P O BOX 3500 AB CALGARY $455 $205 $907 $1,567.03
81156 TRIMAC TRANSPORT SYSTEMS RT 1 BOX 72A AL DECATUR $201 $201.96
80314 TRIMAC TRANSPORT SYSTEMS P O BOX 2605 AL MOBILE $201 $200 $293 $362 $1,057.73
82101 TRIMAC TRANSPORT SYSTEMS 3453 ENTERPRISE AVENUE CA HAYWARD $1,410 $1,410.00
82010 TRIMAC TRANSPORT SYSTEMS 719 E 120TH STREET IL CHICAGO $129 $129.00
88329 TRIMAC TRANSPORT SYSTEMS P O BOX 1649 KY ASHLAND $261 $261.94
07254 TRIMAC TRANSPORT SYSTEMS 5385 HOOPER ROAD LA BATON ROUGE $296 $579 $875.59
82005 TRIMAC TRANSPORT SYSTEMS P O BOX 1020 LA HAHNVILLE $974 $435 $1,410.19
57846 TRIMAC TRANSPORT SYSTEMS P O BOX 2410 MI MIDLAND $370 $370.00
72505 TRIMAC TRANSPORT SYSTEMS 1622 PARKER DR NC CHARLOTTE $916 $120 $1,036.84
59022 TRIMAC TRANSPORT SYSTEMS 5000 MONTROSE ROAD ON NIAGARA FALLS $1,033 $1,033.56
01123 TRIMAC TRANSPORT SYSTEMS 2330 WYECROFT RD ON OAKVILLE $130 $130.00
09261 TRIMAC TRANSPORT SYSTEMS 1453 CONFEDERATION STREE ON SARNIA $340 $1,392 $1,732.00
67422 TRIMAC TRANSPORT SYSTEMS P O BOX 488 ON SARNIA $148 $621 $769.40
52747 TRIMAC TRANSPORT SYSTEMS 121 DELTA TX PASADENA $687 $687.06
CUST. TOTAL..... 4,395 865 423 6,987 12,672.30
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 37
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
78843 TRIMAC TRANSPORTATION RT 1-PO BOX 365 KY BRANDENBURG $180 $180.00
CUST. TOTAL..... 180 180.00
89817 TRUCK TRANSPORT IA MADISON $102 $102.36
CUST. TOTAL..... 102 102.36
74613 TRUCK TRANSPORT INC 901 N 61ST STREET IL EDGEMONT $986 $986.50
07943 TRUCK TRANSPORT INC P O BOX 370 LA LA PLACE $716 $716.84
04198 TRUCK TRANSPORT INC 2275 CASSENS DRIVE MO FENTON $517 $517.05
53062 TRUCK TRANSPORT INC 10825 WATSON ROAD MO SAINT LOUIS $232 $232.86
80851 TRUCK TRANSPORT INC 7717 ALABAMA ST MO SAINT LOUIS $5,704 $3,776 $3,566 $13,047.85
78250 TRUCK TRANSPORT INC P O BOX 1426 TX LA PORTE $135 $135.00
CUST. TOTAL..... 5,704 3,776 6,155 15,636.10
83620 U S ARMY FINANCE & ACCOUNTING OFF NJ FORT DIX $3,305 $441 $3,747.04
CUST. TOTAL..... 3,305 441 3,747.04
82191 ULRICH CHEMICAL CO 3111 NORTH POST RD IN INDIANAPOLIS $145 $435 $580.00
CUST. TOTAL..... 145 435 580.00
13731 UNION CARBIDE CORPORATIO 39 OLD RIDGEBERRY ROAD CT DANBURY $353 $353.60
76296 UNION CARBIDE CORPORATIO 39 OLD RIDGEBERRY ROAD CT DANBURY $739 $35 $774.44
26319 UNION CARBIDE CORPORATIO P O BOX 4488 WV CHARLESTON $184- $184.18-
83870 UNION CARBIDE CORPORATIO P O BOX 4008/EDI BILLING WV CHARLESTON $646 $646.25
71285 UNION CARBIDE CORPORATIO P O BOX 8004/BLDG 82-248 WV S CHARLESTON $947- $947.40-
01917 UNION CARBIDE CORPORATIO P O BOX 180 WV SISTERSVILLE $9,062 $625 $95- $185 $9,778.50
CUST. TOTAL..... 9,802 625 95- 89 10,421.21
65926 UNION PACIFIC RAILROAD C 1416 DODGE STREET NE OMAHA $6,680 $616- $6,064.00
CUST. TOTAL..... 6,680 616- 6,064.00
86267 UNITED TRANSPORT OF E LO P O BOX 428 MA EAST LONGMEADO $140 $343- $203.00-
CUST. TOTAL..... 140 343- 203.00-
84335 UNITED TRANSPORT TANK CN 15600 JOHN F KENNEDY BLVD TX HOUSTON $275 $275.00
89483 UNITED TRANSPORT TANKON 150 CLOVE ROAD NJ LITTLE FALLS $499 $1,794 $2,293.36
CUST. TOTAL..... 774 1,794 2,568.36
81494 UNITEK ENVIRONMENTAL 2889 MOKUMOA ST HI HONOLULU $7,634 $7,634.00
CUST. TOTAL..... 7,634 7,634.00
85835 UNIVERSAL PETROLEUM TANK 1136 E 9TH STREET FL JACKSONVILLE $250 $267 $517.50
CUST. TOTAL..... 250 267 $517.50
08278 UNOCAL CORPORATION 1350 E BATTLES ROAD CA SANTA MARIA $560 $560.00
CUST. TOTAL..... 560 560.00
85770 UPJOHN COMPANY 7171 PORTAGE ROAD MI KALAMAZOO $560 $560.00
CUST. TOTAL..... 560 560.00
55279 USHER TRANSPORT 3801 SHANKS LANE KY LOUISVILLE $7,981 $4,505 $20- $12,466.50
CUST. TOTAL..... 7,981 4,505 20- 12,466.50
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 38
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
03598 V C TANK LINES 1020 KENNEDY AVENUE IN SCHERERVILLE $1,583 $922 $392 $85 $2,982.91
CUST. TOTAL..... 1,583 922 392 85 2,982.91
53030 VALSPAR CORPORATION 1647 ENGLISH ROAD NC HIGH POINT $2,148 $2,148.00
CUST. TOTAL..... 2,148 2,148.00
10226 VAN WATERS & ROGERS 2256 JUNCTION AVE CA SAN JOSE $200- $200.00-
85610 VAN WATERS & ROGERS 4300 HOLLY STREET CO DENVER $235 $235.00
04945 VAN WATERS & ROGERS 59865 MARKET STREET IN SOUTH BEND $411 $411.00
50182 VAN WATERS & ROGERS 34200 VWR LANE LA GEISMAR $2,477 $1,329- $1,148.38
54489 VAN WATERS & ROGERS LA SAINT GABRIEL $154- $154.18-
04298 VAN WATERS & ROGERS 26601 RICHMOND ROAD OH BEDFORD HGHTS $220 $220.00
28261 VAN WATERS & ROGERS P O BOX 4579 TX HOUSTON $1,610 $160 $1,770.00
CUST. TOTAL..... 4,733 160 1,463- 3,430.20
88714 VC TANK LINES P O BOX 147 IN SCHERERVILLE $129 $118 $115 $362.82
CUST. TOTAL..... 129 118 115 362.82
08099 VIRKLER CHEMICAL COMPANY 12345 STEEL CREEK ROAD NC CHARLOTTE $1,145 $950 $2,095.00
CUST. TOTAL..... 1,145 950 2,095.00
05610 VISTA CHEMICAL P O BOX 727 LA WESTLAKE $290 $290.00
19020 VISTA CHEMICAL P O BOX 219798 TX HOUSTON $136 $136.74
CUST. TOTAL..... 426 426.74
74599 VOLUME TRANSPORT 1230 SHAWSON DR ON MISSISSAUGA $102 $102.60
CUST. TOTAL..... 102 102.60
86260 VULCAN MATERIAL CORP ASHLAND ROAD LA GEISMAR $235 $235.00
CUST. TOTAL..... 235 235.00
61013 W R GRACE & COMPANY 5210 PHILLIPS LEE DRIVE GA ATLANTA $35 $35.00
19916 W R GRACE & COMPANY P O BOX 286 IL WATSEKA $236 $236.00
03455 W R GRACE & COMPANY 460 HOLLYWOOD AVENUE NJ S PLAINSFIELD $514 $514.53
78570 W R GRACE & COMPANY P O BOX 24999 SC GREENVILLE $75 $70 $145.00
59114 W R GRACE & COMPANY 400 GEORGIA AVENUE TX DEER PARK $200 $200.00
CUST. TOTAL..... 75 70 985 1,130.53
10577 W R GRACE CONSTRUCTION D 2133 85TH STREET NJ N BERGEN $201 $201.40
CUST. TOTAL..... 201 201.40
77662 W T S OF HOUSTON INC 2723 YALE STREET TX HOUSTON $520 $870 $520 $790 $2,700.00
CUST. TOTAL..... 520 870 520 790 2,700.00
61034 WAYNE BOST TRUCKING ROUTE 11 NC SAILISBURY $1,549 $455 $2,004.00
CUST. TOTAL..... 1,549 455 2,004.00
53309 WEST CENTRAL ENVIRONMNTL P O BOX 83 NY RENSSELAER $1,721 $586 $890 $3,198.25
CUST. TOTAL..... 1,721 586 890 3,198.25
81359 WESTBANK HARBOR SERVICES 35108 SR7 OH SARDIS $2 $2.40
CUST. TOTAL..... 2 2.40
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 39
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
54924 WESTERN COMMERCIAL TRANS P O BOX 270 TX FORT WORTH $115 $115.00
CUST. TOTAL..... 115 115.00
76408 WHARTON TRANSPORT P O BOX 13068 TN MEMPHIS $270 $80 $350.70
CUST. TOTAL..... 270 80 350.70
07515 WHEELER TRANSPORT P O BOX 24248 NE OMAHA $1,622 $108- $1,514.50
CUST. TOTAL..... 1,622 108- 1,514.50
08561 WIKEL BULK EXPRESS ROUTE 13 OH HURON $685 $1,091 $1,776.00
CUST. TOTAL..... 685 1,091 1,776.00
90163 WILCUR INC 145 ROREST ROAD IL LA GRANGE PARK $174 $174.00
CUST. TOTAL..... 174 174.00
89871 WILEY SANDERS AL MOBILE $449 $449.82
90240 WILEY SANDERS P O DRAWER 707 AL TROY $1,125 $1,125.40
CUST. TOTAL..... 1,575 1,575.22
66789 WILLETT COMPANY 211 E COLUMBUS DRIVE IN E CHICAGO $170 $170.00
CUST. TOTAL..... 170 170.00
88145 WILMINGTON COCA-COLA BOTTLING WORKS INC NC WILMINGTON $365 $365.00
CUST. TOTAL..... 365 365.00
81053 WIM VOS USA INC 2 JOURNAL SQUARE NJ JERSEY CITY $520 $520 $1,040.00
89643 WIM VOS USA INC 500 PLAZA DRIVE 6TH FLOO NJ SECAUCUS $260 $260.00
CUST. TOTAL..... 520 260 520 1,300.00
04100 WITCO CORPORATION 633 COURT STREET NY BROOKLYN $384 $384.00
CUST. TOTAL..... 384 384.00
58080 WYNNE TRANSPORT P O BOX 1048 DTS NE OMAHA $2,044 $2,044.85
CUST. TOTAL..... 2,044 2,044.85
00815 YELLOWSTONE VALLEY CHEM P O BOX 957 MT BILLINGS $220- $220.00-
CUST. TOTAL..... 220- 220.00-
83538 YOUNGER BROTHERS 796 BAY BRIDGE ROAD AL PRICHARD $26- $26.50-
05212 YOUNGER BROTHERS 99 UNIVERSITY AVENUE GA ATLANTA $1,170 $1,551 $566 $644- $2,643.00
03031 YOUNGER BROTHERS P O BOX 15607 LA BATON ROUGE $1,482 $2,677 $110 $4,270.50
89662 YOUNGER BROTHERS P O BOX 16471 LA LAKE CHARLES $182 $182.00
04555 YOUNGER BROTHERS 4904 GRIGGS ROAD TX HOUSTON $1,645 $2,157 $420 $4,920 $9,142.50
06534 YOUNGER BROTHERS P O BOX 14048 TX HOUSTON $300 $247 $548.43
84614 YOUNGER BROTHERS 2575 W BELLFORTE TX HOUSTON $210 $238 $172 $620.00
03864 YOUNGER BROTHERS P O BOX 984 WV SAINT ALBANS $138 $180 $318.75
CUST. TOTAL..... 4,807 6,944 1,585 4,360 17,698.68
90247 3 R INCORPORATED OF CHAR 2900 RIVERS AVENUE SC CHARLESTON $50 $50.00
CUST. TOTAL..... 50 50.00
70042 7-7 INC 607 FREEDLANDER RD OH WOOSTER $185 $30 $215.00
CUST. TOTAL..... 185 30 215.00
OVER-365-DAYS... 55,139 *** O TO Z *** 309,264 139,889 34,548 90,787 574,490.64
OVER-365-DAYS... 207,229 6-COMPANY TOTAL..... 795,903 315,993 88,074 405,463 1,605,435.27
</TABLE>
<PAGE>
CHEMICAL LEAMAN TANK LINES, INC.
SUMMARY
Summary of Chemical Leaman Tank Lines, Inc. aged accounts receivable as
of May 1, 1993 (showing detailed aging over 90 days from invoice date) total
$24,542,350.
===========
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 007893 .00 .00 .00 .00 27.50 .00
0 079807 A B B POWER T & D CO 5,255.22 .00 .00 .00 .00 .00
0 083782 A B B POWER T & D CO 7,112.00 .00 .00 .00 .00 .00
0 081975 A B C COMPOUNDING COMPANY 27.50 .00 .00 .00 .00 .00
0 090002 A E S BEAVER VALLEY 4,375.10 .00 .00 .00 .00 .00
0 060803 A H SMITH .00 .00 .00 .00 20.00 .00
0 088369 A HARRISON & CO INC 1,930.50 .00 .00 .00 .00 .00
0 086942 A O SMITH CORP 2,515.38 .00 .00 .00 .00 .00
0 018270 A O SMITH CORPORATION 330.00 .00 .00 .00 .00 .00
0 053507 A O SMITH CORPORATION 1,350.00 .00 .00 .00 .00 .00
0 081384 A O SMITH CORPORATION 1,896.00 .00 .00 .00 .00 .00
0 086206 A O SMITH CORPORATION 82.50 82.50 .00 .00 .00 .00
0 088065 A O SMITH CORPORATION 1,323.96 .00 .00 .00 .00 .00
0 076254 A SCHULMAN INC .00 .00 .00 .00 .00 55.00
0 082153 A SCHULMAN .00 .00 .00 .00 .00 82.50
0 025619 A T & T 4,651.20 .00 .00 .00 .00 .00
0 057838 A W COMPOUNDERS .00 .00 .00 .00 55.00 .00
0 005724 ABB POWER T & D COMPANY 1,895.12 .00 .00 .00 .00 .00
0 084236 ABB POWER T & D COMPANY .00 .00 .00 .00 .00 275.00
0 088301 ABB POWER T & D COMPANY .00 602.35 .00 .00 .00 .00
0 018338 ABBOTT LABORATORIES 3,490.10 .00 .00 .00 .00 .00
0 082951 ABBOTT LABORATORIES 4,041.74 .00 .00 .00 .00 .00
0 089910 ABC TRAFFIC SERVICE 5,811.00 .00 .00 .00 .00 .00
0 000130 ABCO 75.00 2,981.88 .00 .00 .00 .00
0 053282 ABSORPTION SYSTEMS INC. 10,561.81 5,528.03 .00 .00 .00 .00
0 083835 ACCENT STRIPE CO 4,168.00 .00 .00 .00 .00 .00
0 073385 ACCOUNTS RECEIVABLE 704.00- .00 .00 .00 .00 .00
0 089077 ACCU PAC INC 110.00 .00 .00 .00 .00 .00
0 079319 ACE CORP .00 .00 .00 .00 .00 1,762.50
0 058739 ACE HARDWARE CORP 357.50 .00 .00 .00 .00 .00
0 055539 ACE PAPER PRODUCTS 576.50 .00 .00 .00 .00 .00
0 072036 ACERLAN 4,010.00 .00 .00 .00 .00 .00
0 003773 ACHEM CORPORATION 105.00 .00 .00 .00 .00 .00
0 052663 ACID PRODUCTS CO INC .00 .00 .00 .00 .00 413.77
0 000230 ACME BORDEN 11,655.29 .00 .00 .00 .00 .00
0 009734 ACME RESIN CORPORATION 660.00 .00 .00 .00 .00 .00
0 010327 ACTO KLEEN COMPANY 959.80 .00 .00 .00 .00 .00
0 074621 ACUCOTE INC 110.00 .00 .00 .00 .00 .00
0 015601 ADCOM METALS COMPANY INC .00 .00 .00 .00 .00 247.50
0 075608 ADM TRANSPORT 290.00 .00 .00 .00 .00 .00
0 010248 ADVANCE TRANSMIT MIX .00 .00 .00 .00 .00 200.00
0 024115 ADVANCE AEROMATICS 27.50 .00 .00 .00 .00 .00
0 013543 AEROVOX INDUSTRIES INC 220.00 82.50 .00 .00 .00 330.00
0 072191 AEROVE PACIFIC .00 .00 .00 .00 .00 27.50
0 089937 AQ DIV CIBA-GEIGY CORP 110.00 .00 .00 .00 .00 .00
0 084971 AG ORGANICS 2,021.89 .00 .00 .00 .00 .00
0 082915 AGWAY INC 23.00 .00 .00 .00 .00 .00
0 000660 AIR PRODUCTS & CHEMICALS 32,864.75 210.00 .00 .00 .00 648.00
0 000890 AIR PRODUCTS & CHEMICALS 2,654.18 .00 .00 .00 .00 .00
0 001271 AIR PRODUCTS & CHEMICALS 3,588.00 .00 .00 .00 .00 .00
0 039670 AIR PRODUCTS & CHEMICALS 11,858.65 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 068983 AIR PRODUCTS & CHEMICALS 540.72 .00 .00 .00 .00 .00
0 090059 AIR PRODUCTS & CHEMICALS 1,173.00 .00 .00 .00 .00 .00
0 001158 AIRCO INDUSTRIES GASES .00 469.21 .00 .00 .00 .00
0 005256 AIRCO INDUSTRIES GASES 1,062.00 .00 .00 .00 .00 .00
0 007177 AIRCO INDUSTRIES GASES 4,245.78 .00 .00 .00 .00 .00
0 015823 AIRCO INDUSTRIES GASES 32,666.95 .00 .00 .00 .00 .00
0 065189 AIRCO INDUSTRIES GASES 1,026.60 .00 .00 .00 .00 .00
0 071826 AIRCO INDUSTRIES GASES 20,600.50 .00 .00 .00 .00 .00
0 089243 AIRCO INDUSTRIES GASES 8,986.55 .00 .00 .00 .00 .00
0 016930 AKRON CITY HOSPITAL 849.50 .00 .00 .00 .00 .00
0 010464 AKRON DISPERSIONS 524.00 .00 .00 .00 .00 .00
0 079280 AKZO CHEMICALS 55.00 .00 .00 .00 .00 .00
0 004590 AKZO CHEMICALS INC 2,776.00 .00 .00 .00 .00 .00
0 023132 AKZO CHEMICALS INC 5,887.50 .00 .00 .00 .00 .00
0 028980 AKZO CHEMICALS INC 4,296.12 .00 .00 .00 .00 .00
0 051815 AKZO CHEMICALS INC 25.00 .00 .00 .00 .00 .00
0 068866 AKZO CHEMICALS INC 33,809.80 .00 .00 .00 .00 612.00
0 075350 AKZO CHEMICALS INC 1,389.60 .00 .00 .00 .00 .00
0 078000 AKZO CHEMICALS INC 7,567.96 .00 .00 .00 .00 .00
0 078040 AKZO CHEMICALS INC 9,155.69 .00 .00 .00 .00 .00
0 078070 AKZO CHEMICALS INC 3,552.55 .00 .00 .00 .00 .00
0 078887 AKZO CHEMICALS INC 2,974.69 .00 .00 .00 .00 .00
0 088745 AKZO CHEMICALS INC 5,632.50 .00 10,890.00 .00 .00 .00
0 074507 AKZO COATINGS AMERICA INC 247.50 .00 .00 .00 .00 .00
0 068590 AKZO COATINGS INC .00 .00 .00 .00 .00 948.00
0 068630 AKZO COATINGS INC 646.48 .00 .00 .00 .00 .00
0 086868 AKZO COATINGS INC 330.00 .00 357.50 55.00 .00 .00
0 022800 AKZO SALT INC 2,264.75 .00 .00 .00 .00 .00
0 005719 ALBRIGHT & WILSON AMERICA 7,698.23 .00 .00 .00 .00 .00
0 068562 ALCAN ROLLED PRODUCTS 27.50 .00 .00 .00 .00 137.50
0 076624 ALCHEM PRODUCTS .00 .00 .00 .00 .00 2,693.00
0 088592 ALCOA ALUMINUM .00 1,749.00 2,161.00 .00 .00 .00
0 088067 ALCOA SPECIALTY CHEMICALS 3,954.22 .00 .00 .00 .00 .00
0 010125 ALEX C FERGUSSON CO 11,548.10 1,577.20 .00 .00 .00 391.90-
0 089985 ALISO WATER MGMT AGENCIES 588.40 .00 .00 .00 .00 .00
0 088300 ALKO AMERICA .00 .00 .00 .00 1,406.99 .00
0 087558 ALL AMERICAN GOURMET 83.50 .00 .00 .00 27.50 .00
0 085103 ALL AMERICAN READY MIX IN .00 .00 40.00 .00 .00 .00
0 054663 ALL CHEMICAL .00 .00 165.00 110.00 .00 137.50
0 089888 ALL TANK TRANSPORT 1,480.00 .00 .00 .00 .00 .00
0 004436 ALLEGHENY LUDLUM STEEL 82.50 .00 55.00 .00 .00 27.50
0 068399 ALLEGHENY LUDLUM STEEL 55.00 .00 .00 .00 .00 .00
0 080716 ALLEGHENY PARTICLEBOARD .00 .00 .00 .00 .00 250.00
0 001160 ALLENTOWN CEMENT COMPANY 97,425.99 159.16 .00 59.74- .00 2,638.31
0 008404 ALLENTOWN CEMENT COMPANY 1,041.16 .00 .00 .00 .00 .00
0 070641 ALLIANCE AGRANOMICS 10,434.02 .00 .00 .00 .00 .00
0 001630 ALLIANCE CHEMICAL COMPANY .00 .00 55.00 .00 .00 .00
0 090090 ALLIANCE FERTILIZER CORP 849.00 .00 .00 .00 .00 .00
0 085169 ALLIANCE PAINT AND COATING .00 .00 .00 .00 .00 27.50
0 081201 ALLIED CHEMICAL 3,112.73 .00 .00 .00 .00 .00
0 020486 ALLIED COLLOIDS INC 147.00 .00 .00 .00 550.00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 072358 ALLIED PROCESSORS 137.50 .00 .00 .00 .00 302.50
0 001431 ALLIED-SIGNAL INC 196.00 435.00 4,809.38 .00 .00 .00
0 007040 ALLIED-SIGNAL INC 23,445.60 .00 .00 .00 .00 .00
0 015005 ALLIED-SIGNAL INC 62,842.71 138.00 50.00 25.00 66.00 2,787.80-
0 016035 ALLIED-SIGNAL INC 72.00 .00 .00 .00 .00 .00
0 055076 ALLIED-SIGNAL INC 1,728.00 .00 .00 .00 .00 .00
0 086928 ALLIED-SIGNAL INC 20,665.12 .00 2,576.00 .00 .00 .00
0 088974 ALLIED-SIGNAL INC 134,122.84 7,918.00 .00 .00 .00 .00
0 089481 ALLIED-SIGNAL INC 26,516.00 .00 .00 .00 .00 .00
0 089597 ALLIED-SIGNAL INC 8,809.00 .00 .00 .00 .00 .00
0 051486 ALP LIGHTING 110.00 .00 .00 .00 .00 .00
0 010685 ALPHA CHEMICAL CORP .00 .00 .00 .00 .00 82.50
0 089644 ALTERNATE CIRCUIT TECHNOL 550.00 .00 .00 .00 .00 .00
0 039045 ALUMAX ALUMINUM CORP 263.73 .00 .00 .00 .00 .00
0 079260 ALUMAX MILL PRODUCTS INC 3,269.72 .00 .00 .00 .00 .00
0 089342 ALUMINUM COMPANY OF AMERI 3,773.00 .00 .00 .00 .00 .00
0 008590 ALVA INC .00 .00 1,184.40 .00 .00 .00
0 087870 AM PEL CORP 3,931.84 .00 .00 .00 .00 .00
0 004257 AMANA REFRIDGERATION INC 2,717.96 .00 .00 .00 .00 .00
0 055621 AMANA REFRIDGERATION INC 738.00 .00 .00 .00 .00 .00
0 068722 ANCHEM PRODUCTS INC 1,506.00 1,363.00 .00 .00 .00 .00
0 058615 AMERADA HESS CORPORATION .00 .00 .00 .00 .00 2,909.85
0 026389 AMERIBRON INC 1,256.00 .00 .00 .00 .00 .00
0 004999 AMERICAN & EFIRD MILLS 1,062.00 .00 .00 .00 .00 .00
0 076703 AMERICAN CHEMICAL CORP .00 .00 .00 .00 27.50 137.50
0 082052 AMERICAN CHEMICAL WORKS C 367.64 .00 .00 .00 .00 3,635.00
0 002150 AMERICAN CYANAMID COMPANY 11,004.50 .00 .00 .00 27.50 212.50-
0 002220 AMERICAN CYANAMID COMPANY 830.00 .00 .00 .00 .00 .00
0 002250 AMERICAN CYANAMID COMPANY 336.00 .00 .00 .00 .00 .00
0 002260 AMERICAN CYANAMID COMPANY 72.00 .00 .00 .00 .00 .00
0 002280 AMERICAN CYANAMID COMPANY 46,636.83 .00 .00 .00 .00 .00
0 002640 AMERICAN CYANAMID COMPANY 2,244.50 .00 .00 .00 .00 .00
0 003020 AMERICAN CYANAMID COMPANY 27,835.90 .00 .00 .00 .00 825.00
0 007383 AMERICAN CYANAMID COMPANY 440.00 .00 .00 .00 .00 .00
0 009030 AMERICAN CYANAMID COMPANY 2,386.50 .00 .00 .00 .00 .00
0 011165 AMERICAN CYANAMID COMPANY 200.00 .00 .00 .00 .00 .00
0 011205 AMERICAN CYANAMID COMPANY 3,627.85 .00 .00 .00 .00 .00
0 051943 AMERICAN CYANAMID COMPANY 61,642.00 .00 .00 .00 .00 .00
0 054434 AMERICAN CYANAMID COMPANY 5,292.92 .00 .00 .00 .00 .00
0 074123 AMERICAN CYANAMID COMPANY 160,873.50 150.00 477.50 .00 350.00 150.00
0 082616 AMERICAN CYANAMID COMPANY 9,194.59 .00 .00 .00 .00 .00
0 085937 AMERICAN CYANAMID COMPANY 11,009.75 .00 .00 .00 .00 382.00
0 086233 AMERICAN CYANAMID COMPANY 722.50 .00 .00 .00 .00 .00
0 088963 AMERICAN CYANAMID COMPANY 1,900.00 .00 .00 .00 .00 .00
0 073310 AMERICAN ELECTRIC 3,500.00 .00 .00 .00 .00 .00
0 055261 AMERICAN FIBRIT INC 473.00 .00 .00 .00 .00 .00
0 090236 AMERICAN INK AND COATING 55.00 .00 .00 .00 .00 .00
0 089912 AMERICAN LUBRICATING CO 838.44 .00 .00 .00 .00 .00
0 002324 AMERICAN NATIONAL CAN CO .00 110.00 .00 .00 .00 .00
0 088189 AMERICAN PACKAGING CORP 5,307.60 .00 .00 .00 .00 .00
0 053045 AMERICAN RESOURCE RECOVER 6,475.50 13,006.00 8,074.00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 083682 AMERICAN SAW & MFG CO 135.00 .00 .00 .00 .00 .00
0 025602 AMERICAN STANDARD 82.50 .00 .00 .00 .00 .00
0 067901 AMERICAN STEEL FOUNDRY .00 .00 .00 .00 .00 220.00
0 059039 AMERICAN STEEL FOUNDRY 513.00 .00 .00 .00 .00 .00
0 003260 AMERICAN SWEETENERS INC 34,260.80 .00 .00 .00 .00 .00
0 003240 AMERICAN SYNTHETIC RUBBER 27.50 .00 .00 .00 .00 .00
0 085407 AMERICAN ULTRA SPECIALTIE .00 192.50 .00 .00 .00 .00
0 083070 AMERIPOL SYNPOL COMPANY 50.00 .00 .00 .00 .00 .00
0 008163 AMERON COMPANY .00 .00 .00 .00 .00 137.50
0 076864 AMOCO CHEMICAL COMPANY 693.00 .00 .00 .00 .00 .00
0 003949 AMOCO CHEMICAL CORP 39,826.80 .00 443.00 .00 .00 .00
0 004370 AMOCO CHEMICAL CORP 9,272.75 .00 .00 .00 .00 .00
0 009572 AMOCO CHEMICAL CORP 987.33 .00 .00 .00 .00 .00
0 002960 AMOCO OIL COMPANY 275.00 .00 .00 .00 .00 391.00-
0 003098 AMOCO OIL COMPANY 8,198.86 .00 .00 .00 .00 .00
0 003170 AMOCO OIL COMPANY 2,504.50 .00 .00 .00 .00 .00
0 071699 AMOCO OIL COMPANY 2,440.16 .00 .00 .00 .00 .00
0 055009 AMOCO PERFORMANCE PRODUCT 3,525.87 .00 .00 .00 .00 27.50
0 075656 AMOCO PERFORMANCE PRODUCT 770.00 .00 .00 .00 .00 15.00-
0 068950 AMOCO PETROLEUM ADDITIVES .00 .00 .00 .00 .00 398.00
0 018327 AMREX CHEMICAL CO INC 1,940.00 .00 .00 .00 .00 .00
0 053724 AMSPEC CHEMICAL CORP 14,615.96 .00 .00 .00 .00 7,465.65
0 086917 AMTEX 130.00 .00 .00 .00 .00 .00
0 011390 ANCHOR CONTINENTAL 110.00 .00 .00 .00 .00 .00
0 002538 ANDERSON DEVELOPMENT 3,668.70 .00 .00 .00 .00 .00
0 003037 ANDREW JERGENS COMPANY .00 .00 .00 .00 .00 55.00
0 017782 ANGUS CHEMICAL COMPANY .00 .00 .00 .00 .00 75.00-
0 018630 ANGUS CHEMICAL COMPANY 9,620.00 .00 .00 .00 .00 .00
0 079419 ANGUS CHEMICAL COMPANY 2,295.00 10,395.00 .00 .00 .00 .00
0 086864 ANGUS CHEMICAL COMPANY 74,234.45 .00 .00 .00 .00 .00
0 015060 ANHEUSER BUSCH INC .00 .00 .00 .00 .00 137.50
0 015833 ANHEUSER BUSCH INC .00 .00 .00 .00 .00 260.00
0 028341 ANHEUSER BUSCH INC 1,605.00 .00 .00 .00 .00 .00
0 053439 ANHEUSER BUSCH INC 52.52 .00 .00 .00 .00 .00
0 061241 ANHEUSER BUSCH INC .00 .00 .00 .00 .00 120.00
0 003880 ANSUL COMPANY .00 .00 .00 .00 .00 275.00-
0 079329 APACHE CHEMICAL .00 .00 .00 .00 .00 2,929.75
0 055713 APGAR OIL COMPANY 455.66 .00 .00 .00 .00 .00
0 087221 APOLLO AMERICA CORP 41,168.52 975.00 82.50 .00 .00 .00
0 067321 APOLLO CHEMICAL CORP 3,958.20 27.50- .00 .00 .00 .00
0 089545 APOLLO WATER 156.00 .00 .00 .00 .00 .00
0 005286 APPALACHIAN POWER COMPANY .00 .00 .00 .00 .00 50.00
0 086406 APPERSON CHEMICAL INC .00 .00 .00 .00 .00 27.50
0 006466 APPLETON PAPERS INC 10,779.20 .00 .00 .00 6,801.06 3,988.10
0 038520 AQUALON COMPANY 2,708.94 131.30 78.00 962.72 78.00 1,614.00
0 059153 AQUALON COMPANY 1,872.70 .00 .00 .00 .00 .00
0 026786 AQUATECH CHEMICAL INTL 1,355.00 .00 .00 .00 .00 .00
0 089339 ARANCIA INTERNATIONAL 2,129.00 .00 .00 .00 .00 .00
0 059813 ARBCO 104.00 .00 .00 .00 .00 .00
0 089870 ARCADIAN 1,339.02 .00 .00 .00 .00 .00
0 018510 ARCADIAN CORPORATION 4,485.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 066883 ARCADIAN CORPORATION 23,443.26 .00 190.00 .00 .00 155.00
0 082479 ARCADIAN FERTILIZER L P 2,188.70 .00 .00 .00 .00 .00
0 012012 ARCHER DANIELS MIDLAND CO 2,328.70 .00 .00 .00 82.50 .00
0 002708 ARCO CHEMICAL COMPANY 16,638.37 106.00 .00 .00 .00 120.00
0 006555 ARCO CHEMICAL COMPANY 1,919.00 431.25 .00 .00 .00 .00
0 009500 ARCO CHEMICAL COMPANY 2,694.50 .00 .00 .00 .00 .00
0 084888 ARCO CHEMICAL COMPANY 1,650.00 .00 .00 .00 .00 .00
0 065457 ARIES CHEMICAL INC 4,184.00 .00 .00 .00 .00 .00
0 012448 ARISTECH CHEMICAL CORP 11,487.50 .00 .00 .00 .00 .00
0 060087 ARISTECH CHEMICAL CORP .00 .00 .00 168.00 .00 .00
0 067876 ARISTECH CHEMICAL CORP 45.00 .00 .00 .00 .00 .00
0 068276 ARISTECH CHEMICAL CORP 25,207.05 897.41 73.00 .00 .00 608.00
0 070615 ARISTECH CHEMICAL CORP 2,076.25 82.50 165.00 .00 .00 427.50
0 074203 ARISTECH CHEMICAL CORP 9,033.29 .00 .00 .00 .00 150.00-
0 081914 ARISTECH CHEMICAL CORP 398,993.11 319.00- 130.00- .00 892.01- 27.50
0 082108 ARISTECH CHEMICAL CORP .00 .00 .00 2,350.00 .00 935.00
0 085050 ARISTECH CHEMICAL CORP 19,837.95 .00 4,225.80 .00 .00 .00
0 085140 ARISTECH CHEMICAL CORP 35,739.38 .00 .00 .00 .00 458.00-
0 011579 ARKANSAS EASTMAN COMPANY 8,332.50 .00 .00 .00 .00 .00
0 004250 ARMCO INC 5,995.50 .00 55.00 .00 .00 .00
0 004500 ARMSTRONG WORLD INDUST 492.00 .00 .00 .00 .00 .00
0 004520 ARMSTRONG WORLD INDUST 6,415.02 .00 .00 .00 .00 .00
0 026490 ARMSTRONG WORLD INDUST .00 2,795.00 302.50 .00 .00 .00
0 051446 ARMSTRONG WORLD INDUST .00 .00 .00 55.00 .00 .00
0 006671 ARMTEX CORPORATION 277.00 .00 .00 .00 .00 .00
0 086125 ARNCO .00 .00 .00 .00 .00 137.50
0 079514 ARNCO CORPORATION 220.00 .00 27.50 137.50 110.00 55.00
0 000588 ARR MAZ PRODUCTS 876.40 .00 .00 .00 .00 .00
0 087061 ARROW TRANSPORTATION CO 25,470.00 14,480.00 1,221.25 2,126.25 .00 .00
0 008533 ARSYNCO INCORPORATED 918.00 .00 .00 .00 .00 .00
0 004145 ARUNDEL CORPORATION .00 .00 .00 .00 .00 113.52
0 072567 ASARCO INCORPORATED .00 .00 .00 .00 .00 27.50
0 083586 ASEA BROWN BOVERI INC 4,641.80 .00 .00 .00 .00 .00
0 085507 ASGROW FLORIDA CO .00 .00 .00 .00 .00 55.00
0 079056 ASHLAND CHEMICAL & SOLVEN .00 .00 .00 .00 .00 801.90-
0 085670 ASHLAND CHEMICAL CO 2,334.40 .00 .00 .00 .00 .00
0 001878 ASHLAND CHEMICAL COMPANY 1,172.72 .00 .00 .00 .00 .00
0 002256 ASHLAND CHEMICAL COMPANY 1,653.69 .00 .00 .00 .00 .00
0 003959 ASHLAND CHEMICAL COMPANY 1,712.25 .00 .00 .00 .00 .00
0 004010 ASHLAND CHEMICAL COMPANY 3,800.89 .00 .00 .00 .00 .00
0 004540 ASHLAND CHEMICAL COMPANY 45.00 .00 .00 .00 .00 .00
0 004780 ASHLAND CHEMICAL COMPANY 16,409.00 1,661.00 .00 .00 82.50- 737.56
0 004840 ASHLAND CHEMICAL COMPANY 260.00 .00 .00 .00 .00 .00
0 005186 ASHLAND CHEMICAL COMPANY 427.50 45.00 45.00 .00 .00 .00
0 005250 ASHLAND CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00
0 005370 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 357.50-
0 005891 ASHLAND CHEMICAL COMPANY 90.00 .00 .00 .00 .00 .00
0 006100 ASHLAND CHEMICAL COMPANY 3,499.27 .00 .00 .00 .00 .00
0 006110 ASHLAND CHEMICAL COMPANY 748.40 .00 .00 .00 .00 .00
0 006170 ASHLAND CHEMICAL COMPANY 605.00 55.00 27.50 .00 46.00 347.50
0 006686 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 112.50-
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 006750 ASHLAND CHEMICAL COMPANY 3,482.00 .00 .00 .00 82.50 .00
0 008849 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 25.00-
0 009570 ASHLAND CHEMICAL COMPANY 27.50 .00 .00 .00 .00 .00
0 010078 ASHLAND CHEMICAL COMPANY .00 863.31- .00 .00 .00 .00
0 010596 ASHLAND CHEMICAL COMPANY 5,395.73 .00 1,271.00 .00 .00 234.00
0 012059 ASHLAND CHEMICAL COMPANY 5,594.20 3,260.09 .00 .00 1,346.60- 84.70-
0 013995 ASHLAND CHEMICAL COMPANY 1,232.26 .00 .00 .00 .00 .00
0 018738 ASHLAND CHEMICAL COMPANY 220.00 .00 .00 .00 .00 .00
0 022016 ASHLAND CHEMICAL COMPANY 4,607.02 .00 .00 .00 .00 35.64-
0 046170 ASHLAND CHEMICAL COMPANY 3,838.20 .00 .00 .00 .00 .00
0 057158 ASHLAND CHEMICAL COMPANY 1,744.60 .00 .00 345.13 .00 .00
0 059259 ASHLAND CHEMICAL COMPANY 797.49 .00 .00 .00 .00 .00
0 059542 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 2,115.45-
0 061201 ASHLAND CHEMICAL COMPANY 18,555.43 .00 .00 .00 70.00- 267.00-
0 064496 ASHLAND CHEMICAL COMPANY 8,405.65 .00 .00 .00 .00 .00
0 069529 ASHLAND CHEMICAL COMPANY 2,062.24 .00 .00 .00 .00 .00
0 069824 ASHLAND CHEMICAL COMPANY 1,890.80 .00 .00 .00 .00 .00
0 078099 ASHLAND CHEMICAL COMPANY 45.00 .00 .00 .00 .00 .00
0 080063 ASHLAND CHEMICAL COMPANY 8,121.79 .00 .00 .00 .00 .00
0 082246 ASHLAND CHEMICAL COMPANY 27.50- .00 82.50 .00 27.50 110.00
0 082834 ASHLAND CHEMICAL COMPANY 680.00 .00 .00 .00 .00 880.00
0 085433 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 143.80
0 087426 ASHLAND CHEMICAL COMPANY 4,962.00 .00 .00 .00 .00 .00
0 087538 ASHLAND CHEMICAL COMPANY 3,165.00 1,436.00 .00 .00 .00 .00
0 013635 ASHLAND OIL & REFINING CO .00 .00 48.00 .00 .00 .00
0 003025 ASHLAND PETROLEUM COMPANY 39.00 .00 .00 .00 .00 .00
0 089297 ASHTA CHEMICALS CO/ ITS 836.00 .00 .00 .00 .00 .00
0 075147 ASHTA CHEMICALS, INC. 1,350.00 .00 .00 790.00 .00 160.00
0 057067 ATCHISON TOPEKA & SANTA F .00 .00 .00 .00 .00 4,387.03-
0 083314 ATLANTIC CHEMICAL INTL IN 350.00 .00 .00 .00 .00 .00
0 087604 ATLANTIC COAST POLYMERS I 11,955.50 .00 .00 .00 .00 .00
0 009219 ATLANTIC CONCRETE COMPANY 409.00 .00 .00 346.67 .00 .00
0 016785 ATLANTIC CONTAINER LINES .00 .00 .00 .00 .00 100.00
0 072348 ATLANTIC CONTAINER LINES 24,946.40 153.00 575.00 .00 165.00 1,201.00
0 081316 ATLANTIC CONTAINER LINES .00 .00 .00 .00 .00 1,350.00
0 010595 ATLANTIC CONTAINER lINES 6,849.40 431.50 .00 .00 .00 .00
0 005000 ATLANTIC GELATIN 27.50 .00 .00 .00 .00 .00
0 004862 ATLANTIC REF & MARKETING 1,446.81 .00 .00 .00 .00 .00
0 081569 ATM INDUSTRIAL CORPORATION .00 .00 .00 .00 .00 2,527.30
0 081950 ATM INDUSTRIAL CORPORATION .00 .00 .00 .00 .00 293.25
0 080612 ATD AUSIMONT .00 .00 .00 .00 .00 4,279.00-
0 083702 AUSIMONT USA INC 900.00 .00 .00 .00 .00 .00
0 088151 AUTO EXPRESS HERCULES SA 4,153.50 956.70 .00 .00 .00 .00
0 011517 AUTO EXPRESS MERCURIO SA 6,120.00 6,120.00 1,260.00 .00 .00 623.70
0 081714 AUTO TRANSPORTES RACAVE 75,628.00 10,261.80 .00 283.50 642.60 .00
0 008851 AUTOLINEAS REGIOMONTANAS 32,650.20 6,071.40 .00 .00 .00 .00
0 072913 AUTOSTYLE .00 .00 .00 .00 .00 907.50
0 006760 AUTOSTYLE PLASTICS 55.00 .00 .00 .00 .00 488.00
0 005087 AUTOSTYLE PLASTICS INC 1,667.50 .00 .00 .00 .00 .00
0 085492 AVATAR CORPORATION .00 .00 .00 .00 .00 406.36
0 003562 AVERY CHEMICAL DIVISION 3,162.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 014390 AVERY PRODUCTS CORP 60,948.25 .00 .00 .00 .00 .00
0 086760 AXIM CONTRETE 2,268.24 .00 .00 .00 .00 .00
0 059324 AZON SYSTEMS INC 192.50 .00 .00 .00 .00 .00
0 061203 B D P INTERNATIONAL INC 989.19 .00 .00 .00 .00 570.00
0 087848 B D P INTERNATIONAL INC .00 .00 .00 130.00 .00 .00
0 034980 B F GOODRICH CHEMICAL CO 55.00 .00 .00 .00 .00 .00
0 035010 B F GOODRICH CHEMICAL CO 110.00 .00 .00 364.00 .00 .00
0 035040 B F GOODRICH CHEMICAL CO 1,429.44 .00 .00 .00 .00 660.00
0 035050 B F GOODRICH CHEMICAL CO 3,186.50 .00 .00 .00 .00 .00
0 035090 B F GOODRICH CHEMICAL CO 2,339.70 .00 .00 .00 .00 .00
0 069449 B F GOODRICH CHEMICAL CO 125.00 .00 .00 .00 .00 .00
0 087537 B F GOODRICH CHEMICAL CO 3,852.00 .00 .00 .00 .00 .00
0 001400 B P CHEMICALS INC .00 .00 .00 .00 .00 196.39
0 002111 B P CHEMICALS INC 247.50 .00 .00 .00 .00 .00
0 062622 B P CHEMICALS INC .00 .00 .00 .00 .00 3,052.95
0 066177 B P CHEMICALS INC 1,281.00 .00 .00 .00 .00 56.76-
0 004193 B P OIL CORPORATION 1,759.18 .00 .00 .00 252.56 .00
0 006293 B P OIL CORPORATION 200.00 .00 .00 .00 .00 .00
0 016509 B P OIL CORPORATION .00 .00 .00 .00 .00 55.00
0 053026 B P OIL CORPORATION 1,902.50 .00 .00 .00 .00 .00
0 088862 BABCOCK AND WILCOX 7,554.74 .00 1,284.00 .00 .00 .00
0 063051 BABOCK & WILSON 4,571.00 .00 .00 .00 .00 .00
0 087183 BADGER MINING CO .00 .00 .00 .00 .00 412.50
0 086305 BADGER PAPER COMPANY 82.50 .00 .00 .00 .00 .00
0 047930 BAKER PERFORMANCE CHEMICA 81,034.95 13,420.00 .00 .00 .00 .00
0 081884 BAKER PERFORMANCE CHEMICA 27.50 .00 .00 .00 .00 .00
0 088558 BAKER PERFORMANCE CHEMICA 2,774.50 .00 .00 .00 .00 .00
0 083877 BAKOR INC 60,885.85 3,431.50 .00 .00 2,775.73 4,848.10
0 089286 BALTIMORE CITY WATER DEPT .00 1,260.00 .00 .00 .00 .00
0 072579 BALTIMORE SPECIALTY STEEL .00 .00 .00 55.00 .00 .00
0 008203 BAMBERGER POLYMERS 2,167.50 .00 55.00 165.00 55.00 137.50
0 021000 BANITE INC 3,414.00 .00 .00 .00 .00 .00
0 007030 BARCROFT COMPANY 3,045.00 .00 .00 .00 .00 .00
0 084371 BAROID DRILLING FLUIDS 27.50 .00 .00 .00 .00 .00
0 007632 BARR COMPANY .00 .00 .00 150.00 .00 4,805.00
0 057870 BARRE NATIONAL 55.00 27.50 .00 .00 123.75 55.00
0 089139 BARRERA FORWARDING AND ST 360.00 .00 .00 .00 .00 .00
0 004105 BARTON SOLVENTS INC .00 .00 .00 .00 .00 5,536.21
0 074581 BASF CANADA INC 2,732.00 .00 .00 .00 .00 80.26
0 080680 BASF CANADA INC .00 .00 82.50 .00 .00 .00
0 001274 BASF CORPORATION 26,600.50 1,683.25- 2,647.50 .00 .00 512.00
0 003580 BASF CORPORATION 910.00 .00 190.00 .00 250.00 250.00
0 004338 BASF CORPORATION 506.00 .00 .00 .00 .00 .00
0 004868 BASF CORPORATION 15,465.00 .00 .00 .00 .00 55.00-
0 005990 BASF CORPORATION 2,323.00 .00 220.00 .00 82.50 .00
0 009831 BASF CORPORATION 125.00 .00 .00 .00 .00 .00
0 016099 BASF CORPORATION 384,333.89 18,976.83 5,352.67 469.28 .00 2,620.71
0 018405 BASF CORPORATION 33,641.14 .00 150.00 .00 .00 465.32
0 023616 BASF CORPORATION 1,936.75 .00 .00 .00 .00 190.00
0 023920 BASF CORPORATION 409.50 .00 .00 .00 .00 .00
0 050371 BASF CORPORATION 140.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 050441 BASF CORPORATION 7,352.30 1,017.50 435.50 220.00 712.50 3,263.75
0 056436 BASF CORPORATION 46.00 .00 .00 .00 .00 .00
0 067997 BASF CORPORATION 5,000.00 .00 .00 .00 .00 .00
0 069679 BASF CORPORATION 10,712.81 .00 .00 .00 .00 .00
0 078930 BASF CORPORATION .00 .00 .00 .00 577.50 .00
0 082286 BASF CORPORATION 1,095.00 .00 .00 .00 .00 .00
0 086088 BASF CORPORATION 608.75 .00 .00 .00 .00 137.50-
0 086089 BASF CORPORATION 55.00 370.50 .00 .00 .00 .00
0 086092 BASF CORPORATION .00 .00 3,865.00 .00 .00 .00
0 086093 BASF CORPORATION 100.00 .00 .00 .00 .00 .00
0 086094 BASF CORPORATION 3,475.25 .00 .00 .00 .00 185.00
0 086095 BASF CORPORATION 82.50 .00 .00 .00 .00 .00
0 086253 BASF CORPORATION .00 .00 .00 .00 .00 302.50
0 087012 BASF CORPORATION 11,092.00 .00 210.00 .00 .00 .00
0 088443 BASF CORPORATION 2,600.00 .00 .00 .00 .00 .00
0 088445 BASF CORPORATION 1,920.00 .00 .00 .00 .00 .00
0 089716 BASF CORPORATION 10,155.00 .00 .00 .00 .00 .00
0 090260 BASF CORPORATION 21,035.52 .00 .00 .00 .00 .00
0 090290 BASF CORPORATION 2,797.00 .00 .00 .00 .00 50.00-
0 043360 BASF INMONT CORPORATION .00 690.00 506.00 943.00 .00 .00
0 055136 BASF INMONT CORPORATION 660.00 .00 .00 .00 .00 .00
0 058983 BASF INMONT DIV PLAN 0522 2,712.00 .00 .00 .00 .00 .00
0 009682 BASF INMONT DIV PLAN 0554 414.00 .00 .00 .00 .00 .00
0 007557 BATESVILLE CASKET COMPANY 959.00 .00 .00 .00 .00 .00
0 025878 BATTENFIELD AMERICA 1,874.00 .00 .00 .00 .00 .00
0 070609 BAXTER PHARMASEAL 656.00 .00 .00 .00 .00 .00
0 076427 BAY CHEMICAL CO 475.00 .00 .00 .00 .00 .00
0 084309 BAY SHORE VINYL COMPOUNDS 27.50 .00 .00 .00 .00 .00
0 087342 BAYER CANADA INC 8,434.40 .00 .00 .00 .00 .00
0 003670 BAYPORT CHEMICAL .00 .00 .00 .00 .00 247.50
0 026530 BAYWAY REFINING COMPANY 3,673.45 .00 .00 .00 .00 .00
0 016182 BEAR ISLAND PAPER .00 .00 .00 .00 .00 25.00
0 027535 BEATRICE FOODS .00 .00 .00 .00 .00 1,424.50
0 072403 BEAULIEU NYLON 27.50 .00 .00 .00 96.00 .00
0 023649 BEAVER ADHESIVES 1,454.00 .00 .00 .00 .00 .00
0 085777 BEAZER EAST INC .00 .00 .00 .00 .00 2,047.50
0 080952 BECKETT PAPER 1,948.10 .00 .00 .00 .00 .00
0 086888 BEECHFORK PROCESSING .00 577.50 .00 .00 .00 .00
0 055714 BEERS 126.20 .00 .00 .00 .00 .00
0 089948 BEHAN WELL SERVICE 320.00 .00 .00 .00 .00 .00
0 014028 BEIRSDORF INC 2,525.00 .00 .00 .00 .00 .00
0 086557 BELMONT PLATING 55.00 137.50 110.00 .00 .00 .00
0 062227 BELOIT CORPORATION .00 192.50 .00 .00 .00 .00
0 010535 BENBOW CHEMICAL PACKAGING 2,447.00 .00 .00 .00 .00 .00
0 082266 BENCKISER CONSUMER PRODUC 27.50 110.00 27.50 .00 .00 185.00
0 008370 BENJAMIN MOORE & COMPANY 27.50 .00 .00 .00 .00 .00
0 005572 BENZSAY & HARRISON .00 797.13 .00 1,108.16 1,948.78 3,070.73
0 022074 BERCEN CHEMICAL COMPANY 1,837.50 .00 .00 .00 .00 .00
0 012594 BERLIN & JONES COMPANY .00 .00 123.75 .00 .00 .00
0 084484 BERLISS BEARING COMPANY .00 247.50 .00 .00 .00 .00
0 003224 BETHLEHEM STEEL CORP 4,567.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 008700 BETHLEHEM STEEL CORP .00 .00 .00 .00 .00 82.50-
0 076324 BETHLEHEM STEEL CORP .00 .00 .00 .00 .00 730.00
0 001040 BETZ LABORATORIES INC 701.87 .00 .00 .00 .00 .00
0 001865 BETZ LABORATORIES INC 1,526.91 .00 .00 .00 .00 .00
0 008910 BETZ LABORATORIES INC 357.50 .00 .00 .00 .00 .00
0 016275 BETZ LABORATORIES INC 6,932.02 .00 .00 .00 .00 .00
0 055020 BETZ LABORATORIES INC 9,200.10 .00 .00 .00 .00 .00
0 068613 BETZ LABORATORIES INC 83,252.72 .00 118.98 .00 .00 .00
0 087499 BETZ LABORATORIES INC 14,821.25 .00 .00 .00 .00 .00
0 089699 BETZ LABORATORIES INC 4,229.71 .00 .00 .00 .00 .00
0 008373 BETZ PAPERCHEM INC 2,718.12 .00 .00 .00 .00 .00
0 074574 BETZ PEPERCHEM INC 110.00 .00 .00 .00 .00 .00
0 074015 BIBB MANUFACTURING CO 1,762.00 .00 .00 .00 .00 .00
0 004191 BIG THREE INDUSTRIES .00 .00 137.50 .00 .00 .00
0 008003 BIG THREE INDUSTRIES .00 .00 .00 537.00- .00 .00
0 011997 BIO LAB .00 247.50 .00 .00 .00 .00
0 081979 BIOCRAFT LABORATORIES 5,130.50 .00 768.00 .00 28.00- .00
0 082492 BIOCRAFT LABORATORIES 707.50 .00 .00 .00 .00 .00
0 081505 BLACK BEAR COMPANY .00 .00 .00 .00 .00 190.00
0 009350 BLACKMAN UHLER CHEMICAL 974.00 .00 .50 .00 .00 .00
0 089478 BLANCHESTER FMC INC 598.00 .00 .00 .00 .00 .00
0 083392 BLANDIN PAPER COMPANY 3,304.23 .00 .00 .00 .00 .00
0 000081 BLOCKSON & COMPANY 270.00 .00 .00 .00 .00 .00
0 004990 BLUE CIRCLE CEMENT INC 55.00 .00 .00 .00 .00 .00
0 017733 BLUE CIRCLE CEMENT INC 56,824.26 50.33- 144.50- .00 .00 .00
0 009483 BLUE GRASS CHEMICAL 4,042.00 .00 .00 .00 .00 .00
0 052987 BLUE GRASS CHEMICAL 772.65 40.00 .00 .00 .00 .00
0 057829 BOC GROUP 4,622.80 .00 .00 .00 .00 .00
0 002987 BOEHME FILATEX INC 822.80 .00 .00 .00 .00 .00
0 008127 BOISE CASCADE .00 .00 .00 .00 .00 1,725.00
0 028703 BOISE CASCADE .00 .00 .00 .00 .00 90.00
0 081688 BOLIDEN INTERTRADE .00 .00 .00 .00 .00 55.00-
0 055317 BOND COTE INC 27.50 .00 .00 .00 .00 .00
0 081892 BONLAM S A DE C V .00 630.00 200.00 .00 .00 .00
0 006160 BORDEN & REMINGTON 52.52 .00 220.00- .00 .00 137.50
0 008604 BORDEN CHEMICAL 2,752.37 .00 .00 .00 .00 .00
0 010050 BORDEN CHEMICAL 330.00 .00 .00 .00 .00 .00
0 017966 BORDEN CHEMICAL 89,783.30 1,128.25 .00 .00 .00 .00
0 087685 BORDEN CHEMICAL 678.89 .00 .00 .00 .00 .00
0 082862 BORDEN INC 618.75 .00 .00 .00 .00 .00
0 087686 BOROUGH OF BROOKLYN 900.00 .00 .00 .00 .00 .00
0 087774 BOROUGH OF MANHATTAN 75.00 .00 .00 .00 .00 .00
0 087775 BOROUGH OF QUEENS 350.00 .00 .00 .00 .00 .00
0 087553 BOSTON EDISON 552.50 .00 .00 .00 .00 .00
0 003870 BOSTON EDISON COMPANY 52.52 .00 .00 .00 .00 .00
0 005252 BOSTON EDISON COMPANY 52.52 .00 .00 .00 .00 .00
0 005614 BOWATER CAROLINA CO 1,975.18 .00 .00 .00 .00 .00
0 010490 BOWATER SALES .00 .00 .00 .00 .00 1,023.00-
0 087939 BREAUX PETROLEUM PRODUCTS 36.00 .00 .00 .00 .00 .00
0 065730 BRICK TOWNSHIP MUNICIPAL .00 .00 .00 .00 26.00 .00
0 083158 BRIGHTS ASSOCIATES .00 .00 .00 .00 .00 1,175.00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 011010 BRISTOL MYERS COMPANY 150.00 .00 220.00 .00 .00 .00
0 013890 BRISTOL MYERS COMPANY 50.00 .00 .00 .00 .00 .00
0 051685 BRITZ CHEMICAL COMPANY 804.34 .00 .00 .00 .00 .00
0 080160 BROUCK PLASTICS 742.00 .00 .00 .00 .00 .00
0 001284 BROWN & WILLIAMSON CO 75.00 .00 .00 .00 .00 .00
0 009858 BROWN & WILLIAMSON CO 11,665.00 .00 .00 .00 .00 .00
0 008731 BROWN CHEMICAL COMPANY 1,102.98 .00 .00 52.00 367.50 514.00
0 001960 BROWN MATT FWG 5,150.00 720.00 .00 .00 .00 .00
0 089532 BROWNING & FERRIS INC/CEC 9,693.50 .00 .00 .00 .00 .00
0 071066 BROWNING & FERRIS INDUST 990.00 .00 .00 .00 .00 .00
0 075029 BROWNING & FERRIS INDUSTRIES 10,135.00 .00 .00 .00 .00 .00
0 017545 BRUNING PAINT COMPANY .00 .00 .00 .00 .00 137.50
0 053577 BRUSH WELLMAN 55.00 .00 .00 .00 .00 .00
0 087328 BRUSH WELLMAN 1,608.42 .00 .00 .00 .00 .00
0 052738 BRYSON RECOVERY SERVICES .00 .00 .00 .00 .00 10,448.07
0 007646 BTL SPECIALTY RESINS CORP 4,379.88 .00 .00 .00 .00 .00
0 004775 BUCKBEE WEARS COMPANY 3,537.00 .00 .00 .00 .00 .00
0 089913 BUCKEYE CELLULOSE CO 220.00 .00 .00 .00 .00 .00
0 090016 BUCKEYE PIPE LINE CO 397.48 .00 .00 .00 .00 .00
0 006823 BUCKMAN LABORATORIES 4,635.75 .00 .00 .00 .00 797.00
0 011830 BUCKMAN LABORATORIES 20,295.60 .00 .00 .00 .00 .00
0 011940 BUFFALO COLOR CORPORATION 34,421.38 .00 .00 .00 .00 .00
0 000604 BULK CHEMICAL INC .00 .00 .00 .00 .00 27.50
0 086792 BULK CONNECTION INC 2,510.50 .00 357.50 .00 .00 350.00
0 067962 BULK CONNECTIONS .00 .00 .00 .00 .00 69.00-
0 024515 BULK DISTRIBUTION .00 .00 .00 .00 .00 371.06
0 072700 BULK MATERIALS INTERNATIONAL 5,127.96 .00 .00 .00 .00 .00
0 026929 BULKHAUL USA INC 39,570.19 2,303.61 .00 3,097.12 .00 .00
0 088475 BUNKER HILL PLASTICS INC 27.50 .00 .00 .00 .00 .00
0 054399 BURLINGTON INDUSTRIES 1,221.90 .00 .00 .00 .00 .00
0 073457 BURNETT ASSOCIATES LTD 4,143.74 .00 .00 .00 .00 .00
0 012693 BURRIS CHEMICAL COMPANY 429.00 .00 .00 .00 .00 .00
0 083683 BURROWS PAPER CORP 1,628.72 .00 .00 .00 .00 .00
0 089846 BUTTERBALL TURKEY CORP 1,385.50 .00 .00 .00 .00 .00
0 027228 BYK CHEMIE USA INC 474.00 .00 .00 .00 .00 .00
0 066727 C B FLEET COMPANY INC 27.50 .00 .00 .00 .00 .00
0 069360 C D R PIGMENTS & DISPERSI 41.25 .00 .00 .00 .00 .00
0 005086 C H PATRICK & COMPANY 1,992.33 .00 .00 .00 .00 .00
0 080953 C J R PROCESSING .00 .00 .00 .00 .00 110.00-
0 084563 C L HATHAWAY AND SON INC .00 .00 .00 .00 .00 110.00
0 053219 C P C INTERNATIONAL 778.00 .00 .00 .00 .00 .00
0 056996 C P CHEMICALS INC 137.50 .00 .00 .00 .00 .00
0 019568 C P HALL COMPANY 55.00 .00 .00 .00 .00 .00
0 058804 C P I ENGINEERING SERVICE 12,668.50 .00 .00 .00 .00 222.50-
0 012820 C P S CHEMICALS 5,402.44 115.25 .00 .00 .00 5,678.38
0 023251 C P S CHEMICALS 150.00 .00 .00 .00 .00 .00
0 086791 C R SEMLER INCORPORATED 142.00 .00 .00 .00 .00 .00
0 011765 C S A LTD .00 .00 .00 .00 .00 100.00
0 082117 C S X TRANSPORTATION 1,360.00 .00 .00 .00 .00 .00
0 001101 CABOT CORPORATION 5,244.00 .00 .00 .00 .00 .00
0 010564 CABOT CORPORATION 2,450.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 042245 CABOT CORPORATION 28.26 .00 .00 .00 .00 .00
0 085775 CAL WAX CORP 1,954.60 .00 .00 .00 .00 .00
0 014677 CALABRIAN CORPORATION 3,885.60 .00 .00 .00 .00 .00
0 063307 CALABRIAN CORPORATION .00 .00 675.00 .00 .00 .00
0 089709 CALCIQUEST INC 4,300.48 .00 .00 .00 .00 .00
0 051456 CALGON CARBON COMPANY .00 .00 .00 .00 .00 7,397.20
0 086147 CALGON CARBON COMPANY .00 .00 .00 .00 .00 2,646.48
0 012910 CALGON CORPORATION 928.65 .00 55.00 .00 165.00 165.00
0 012950 CALGON CORPORATION 5,151.15 .00 .00 .00 .00 .00
0 055485 CALGON CORPORATION 1,313.30 .00 .00 .00 .00 .00
0 000208 CALGON VESTAL 3,934.81 .00 .00 .00 .00 .00
0 079913 CALIF CONSOLIDATED ENTERP .00 .00 .00 .00 .00 27.50
0 090223 CALIFORNIA CEDAR PRODUCTS 611.00 .00 .00 .00 .00 .00
0 023150 CALIFORNIA OILS CORPORATION .00 .00 412.50 .00 .00 .00
0 013010 CALLAHAN CHEMICAL COMPANY .00 .00 .00 .00 .00 45.00
0 084526 CALLAWAY CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00
0 089565 CALLAWAY CHEMICAL COMPANY 137.50 .00 .00 .00 .00 .00
0 019409 CALUMET CHEMICAL CORP 55.00 82.50 .00 .00 .00 165.00
0 027338 CAMCO CHEMICAL COMPANY 2,481.80 .00 .00 .00 .00 .00
0 001774 CAMECO CORPORATION 294.25 .00 .00 .00 .00 .00
0 009613 CANADA COLOR & CHEM INC .00 79.51 .00 .00 .00 .00
0 013530 CANADA COLOR & CHEM INC .00 64.20 .00 .00 .00 2,463.60
0 082149 CANADA RESOURCES DISTRIBU .00 .00 .00 .00 .00 110.00
0 050821 CANADA SQUARE RESINS .00 .00 .00 .00 941.61 382.53
0 053750 CANADA STARCH 19,689.95 .00 .00 .00 .00 .00
0 004660 CANADA WIRE & CABLE LTD 628.00 .00 .00 .00 .00 .00
0 085384 CANADIAN GYPSUM CO INC .00 .00 .00 .00 .00 1,051.28
0 011796 CANADIAN OXY CHEMICAL CO 14,362.95 .00 .00 .00 .00 .00
0 077004 CANADIAN PACIFIC FOREST P .00 .00 .00 .00 .00 55.00
0 077625 CANADIAN PACIFIC FOREST P 4,318.50 .00 .00 .00 .00 .00
0 080651 CANAL ELECTRIC LIGHT CO 1,980.20 .00 .00 .00 .00 .00
0 088657 CANAMERA FOODS INC 26.75 .00 .00 .00 .00 .00
0 038420 CAPE INDUSTRIES 1,620.00 .00 .00 .00 .00 .00
0 001858 CAPITAL RESIN CORPORATION 1,036.94 .00 .00 .00 .00 .00
0 085655 CAPITOL CEMENT 970.02 .00 .00 .00 .00 82.50
0 021078 CAPITOL CEMENT CORP 85,871.92 .00 .00 .00 .00 .00
0 057160 CARBONAIRE 3,823.44 125.00 .00 .00 534.00 1,028.23
0 028839 CARDINAL ALUM .00 .00 .00 55.00 .00 280.00
0 013617 CARDINAL STABILIZERS INC .00 .00 .00 .00 .00 96.00
0 028452 CARDOLITE CORPORATION 467.50 .00 .00 .00 .00 .00
0 088528 CARGAMEX 1,275.00 425.00 425.00 1,375.00 .00 .00
0 074284 CARGILL CORN PLANT .00 .00 .00 .00 42.00 1,395.23
0 000700 CARGILL INC 76,896.94 1,004.00 7.50 .00 .00 340.00-
0 003361 CARGILL INC 192.50 .00 .00 .00 .00 .00
0 013870 CARGILL INC 3,302.04 .00 55.00 .00 .00 .00
0 025407 CARGILL INC 12,162.87 .00 .00 .00 .00 .00
0 062179 CARGILL INC 25.00 .00 .00 .00 .00 .00
0 057891 CARLISLE CHEMICAL 663.00 .00 .00 .00 .00 665.00
0 050672 CARLISLE SYNTEC 1,585.33 .00 .00 .00 .00 .00
0 062798 CARLISLE TIRE & RUBBER CO 1,427.64 .00 .00 .00 .00 .00
0 066227 CARLOS LEFFLER INC .00 .00 .00 .00 .00 165.24-
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 083593 CARPLASTIC SA DE CV 360.00 3,645.00 .00 .00 .00 .00
0 089979 CARRIER CORP 5,498.92 .00 .00 .00 .00 .00
0 090105 CARRIER CORPORATION 1,540.00 .00 .00 .00 .00 .00
0 006956 CARTER WALLACE INC 2,598.90 .00 .00 .00 .00 .00
0 006519 CASCHEM INC 687.50 .00 .00 1,129.00 .00 1,110.00
0 063296 CASCO COMPANY 144.45 513.60 .00 .00 .00 .00
0 088666 CASS TRANSPORT SERVICE 783.00 .00 .00 .00 .00 .00
0 068513 CASTING SUPPLY HOUSE .00 .00 331.25 .00 .00 .00
0 059957 CASTROL INC 16,021.22 .00 .00 .00 .00 .00
0 074318 CASTROL INC 1,484.80 .00 .00 .00 .00 .00
0 081025 CASTROL INC 790.78 .00 .00 .00 .00 .00
0 011016 CASTROL INDUSTRIAL CENTRA 46.00 .00 .00 .00 .00 .00
0 081794 CASTROL INDUSTRIAL CENTRA 2,775.40 .00 .00 1,941.92- .00 .00
0 088901 CATALYST GOLDEN BEAR 7,794.10 .00 .00 .00 .00 .00
0 007074 CATERPILLAR TRACTOR CO 1,382.32 .00 .00 .00 .00 .00
0 063110 CCL CUSTOM MANUFACTURING .00 .00 .00 .00 .00 75.00
0 083500 CCL CUSTOM MANUFACTURING 972.50 .00 27.50 .00 .00 2,734.00
0 083844 CCL CUSTOM MFG 110.00 .00 .00 .00 .00 .00
0 006083 CECOS INTERNATIONAL INC 50.00- .00 .00 .00 .00 .00
0 016780 CEDAR CHEMICAL CORP 560.00 .00 .50 .00 .00 .00
0 083065 CEDAR CONCEPT CORP 82.50 .00 .00 .00 .00 .00
0 069983 CELLO CHEMICAL COMPANY .00 .00 .00 .00 913.50 .00
0 078098 CENTERLINE INDUSTRIES INC .00 .00 .00 .00 .00 460.00
0 070725 CENTRAL PRODUCTS COMPANY 1,232.00 .00 .00 .00 .00 .00
0 081361 CENTRAL STATES CAN CO 572.00 .00 .00 .00 .00 .00
0 056413 CENTURY ADHESIVES CO 55.00 .00 .00 .00 .00 .00
0 090094 CENTURY OIL ACQUISITION C 1,138.25 .00 .00 .00 .00 .00
0 012877 CERTIFIED CHEMICAL CO .00 .00 .00 .00 2,606.40 813.00
0 014444 CHARLES R HABBART & SONS .00 .00 .00 9.00 .00 .00
0 076122 CHALLENGE INTERNATIONAL 6,852.50 1,450.00 .00 .00 .00 1,394.62
0 011181 CHAMPION INTERNATIONAL .00 .00 230.00 .00 .00 .00
0 015380 CHAMPION INTERNATIONAL 137.50 .00 .00 292.95 .00 4,756.31
0 028248 CHAMPION INTERNATIONAL .00 .00 .00 .00 1,769.20- .00
0 028518 CHAMPION INTERNATIONAL 10,695.00 .00 .00 .00 .00 .00
0 055203 CHAMPION INTERNATIONAL 1,549.12 .00 .00 .00 .00 .00
0 005402 CHAMPION PAPER COMPANY 4,550.00 .00 .00 .00 .00 .00
0 085340 CHARDON OIL CON INC .00 .00 .00 .00 .00 27.50
0 065421 CHARLOTE CHEM .00 .00 .00 .00 .00 150.00
0 088938 CHEATHAM CHEMICAL 55.00 1,233.50 .00 .00 .00 .00
0 009113 CHEM TREND INCORPORATED 2,416.80 .00 .00 .00 .00 .00
0 063303 CHEMAID INCORPORATED 492.50 .00 .00 .00 .00 .00
0 000093 CHEMCENTRAL CORPORATION .00 .00 180.00 .00 .00 415.00
0 002134 CHEMCENTRAL CORPORATION 5,397.50 .00 .00 .00 .00 .00
0 004076 CHEMCENTRAL CORPORATION 302.50 .00 .00 .00 .00 137.50
0 008839 CHEMCENTRAL CORPORATION .00 55.00 .00 .00 .00 .00
0 015457 CHEMCENTRAL CORPORATION 137.50 .00 330.00 .00 .00 1,225.00
0 058870 CHEMCENTRAL CORPORATION 962.31 40.00 .00 .00 .00 .00
0 076770 CHEMCENTRAL CORPORATION 2,168.95 .00 .00 .00 .00 .00
0 077305 CHEMCENTRAL CORPORATION 2,065.20 .00 .00 .00 .00 .00
0 087680 CHEMCENTRAL CORPORATION 436.50 .00 .00 .00 .00 .00
0 008046 CHEMETALS INT'L INC 2,602.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 005540 CHEMFIL CORPORATION 687.90 .00 .00 .00 .00 423.40
0 004075 CHEMICAL CORP OF AMERICA .00 1,356.75 .00 .00 .00 .00
0 083400 CHEMICAL DISTRIBUTOR .00 .00 .00 .00 .00 21.00
0 016030 CHEMICAL DISTRIBUTOR 27.50 .00 .00 .00 .00 .00
0 072417 CHEMICAL LEAMAN INTERNATIONAL 22,480.99 2,985.10 315.24 205.33- 382.50 78.84
0 051384 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 350.00
0 073641 CHEMICAL LEAMAN TANK LINE 206.00- .00 .00 .00 .00 .00
0 084385 CHEMICAL MARKETING .00 .00 .00 .00 .00 2,140.50
0 089632 CHEMICAL MARKETING ASSOC 1,645.00 .00 .00 .00 .00 .00
0 053786 CHEMICAL POLLUTION CONTROL 963.32 .00 481.66 .00 .00 .00
0 084495 CHEMICAL RAINBOW TANK CLE .00 .00 .00 4,050.00 4,185.00 9,400.00
0 001924 CHEMICAL RESOURCES INC 5,850.68 .00 .00 .00 .00 .00
0 011478 CHEMICAL SERVICES COMPANY .00 .00 .00 .00 .00 247.50
0 014201 CHEMICAL WASTE MANAGEMENT .00 192.50 .00 .00 .00 .00
0 070858 CHEMICAL WASTE MANAGEMENT 1,291.50 .00 .00 .00 .00 .00
0 079963 CHEMICAL WASTE MANAGEMENT 29,447.00 .00 .00 .00 .00 .00
0 076601 CHEMICAL WAY CORPORATION 5,917.48 .00 .00 .00 .00 .00
0 006719 CHEMIONICS CORPORATION 110.00 .00 .00 .00 .00 .00
0 009242 CHEMLINK PETROLEUM 72.00 .00 .00 .00 .00 481.25
0 000723 CHEMPAC LTD 4,820.00 .00 .00 .00 .00 .00
0 078599 CHEMPAK 632.50 82.50 27.50 55.00 55.00 495.00
0 003774 CHEMPLY INCORPORATED .00 .00 .00 .00 .00 605.00
0 013139 CHEMPLY INCORPORATED 451.00 .00 300.00 50.00 55.00 3,283.20
0 079621 CHEMQUEST 27.50 .00 .00 .00 .00 .00
0 088510 CHEMREAL CORP 1,642.39- .00 .00 .00 .00 .00
0 089156 CHEMREAL INC 1,249.80 .00 .00 .00 .00 .00
0 004735 CHEMRON CORPORATION 7,886.40 1,301.25 .00 .00 1,801.42 1,208.45
0 086232 CHEMRON CORPORATION 15,387.50 .00 .00 2,830.00- 2,700.00 1,755.00
0 065733 CHEMSTREAM .00 .00 .00 .00 .00 6,462.22
0 064649 CHEMSUN INC .00 .00 .00 .00 .00 1,163.14-
0 059160 CHEMTALL INCORPORATED 7,647.45 82.50 .00 .00 .00 .00
0 051629 CHEMTECH INTERNATIONAL 4,861.00 275.00 .00 247.50 .00 .00
0 071010 CHEMTECH INTERNATIONAL 1,409.15 .00 .00 .00 .00 .00
0 016230 CHEMTECH PRODUCTS 1,962.75 .00 .00 .00 .00 .00
0 075712 CHERRY HILL CONSTRUCTION .00 .00 .00 .00 .00 951.35
0 083239 CHERRY HILL CONSTRUCTION .00 .00 .00 .00 .00 570.00
0 016060 CHESAPEAKE CORPORATION 110.00 .00 .00 .00 .00 .00
0 080470 CHESAPEAKE HARDWOOD .00 .00 .00 .00 .00 137.50
0 007484 CHESEBROUGH PONDS 45.00 .00 .00 .00 .00 .00
0 021225 CHESEBROUGH PONDS 790.00 3,266.97 100.00 .00 480.00 .00
0 001604 CHEVRON CHEMICAL COMPANY 110.00 .00 .00 .00 .00 .00
0 005604 CHEVRON CHEMICAL COMPANY 1,381.98 .00 .00 .00 .00 .00
0 008172 CHEVRON CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00
0 015950 CHEVRON CHEMICAL COMPANY 16,836.57 .00 .00 .00 .00 .00
0 016520 CHEVRON CHEMICAL COMPANY 109,165.97 .00 .00 .00 .00 110.00-
0 021148 CHEVRON CHEMICAL COMPANY 5,040.00 .00 .00 .00 .00 .00
0 023077 CHEVRON CHEMICAL COMPANY 2,743.90 .00 .00 .00 .00 264.49
0 060248 CHEVRON CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00
0 068370 CHEVRON CHEMICAL COMPANY 1,691.69 .00 .00 .00 .00 .00
0 078516 CHEVRON CHEMICAL COMPANY 90.00 .00 .00 .00 .00 .00
0 082179 CHEVRON CHEMICAL COMPANY 787.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 088986 CHEVRON CHEMICAL COMPANY 10,682.08 .00 .00 .00 .00 .00
0 003078 CHEVRON U S A INC 518.40 1,961.13 .00 .00 .00 .00
0 004618 CHEVRON U S A INC 3,371.50 .00 .00 .00 .00 .00
0 006624 CHEVRON U S A INC 206.25 .00 .00 .00 .00 27.50
0 066985 CHEVRON U S A INC 4,262.00 .00 .00 .00 .00 .00
0 075964 CHEVRON U S A INC 36,883.39 77.91 25.92 340.80 587.04 21.00
0 086077 CHEVRON U S A INC 2,733.41 .00 .00 .00 .00 .00
0 016430 CHICAGO MAGNET WIRE CORP 2,368.00 .00 .00 .00 .00 .00
0 089705 CHOICE TRANSPORTATION 7,793.06 .00 .00 .00 .00 .00
0 087960 CHRISTY CORP 567.00 1,703.00 425.53 .00 .00 .00
0 051186 CHRYSLER CORP .00 .00 .00 .00 .00 220.00
0 053375 CHRYSLER CORP 110.00 .00 .00 137.50 .00 .00
0 068803 CHRYSLER CORP .00 824.00 970.47 .00 184.73 607.88
0 064343 CHUBB NATIONAL FOAM 3,559.84 .00 .00 .00 .00 .00
0 085701 CHUBB NATIONAL FOAM 82.50 55.00 .00 .00 .00 .00
0 087006 CHUSEI USA INC 100.00 340.00- .00 .00 .00 .00
0 006549 CIBA GEIGY CORPORATION 6,510.36 .00 .00 55.00 .00 .00
0 008095 CIBA GEIGY CORPORATION 285.00 .00 .00 .00 .00 .00
0 012952 CIBA GEIGY CORPORATION 69,139.45 .00 .00 .00 .00 .00
0 014711 CIBA GEIGY CORPORATION .00 .00 .00 .00 .00 577.50-
0 016560 CIBA GEIGY CORPORATION 141,022.10 2,898.70 1,187.00 62.95 .00 .00
0 019324 CIBA GEIGY CORPORATION 135.00 .00 .00 .00 .00 .00
0 021705 CIBA GEIGY CORPORATION 1,497.50- .00 .00 .00 850.00 137.00
0 021725 CIBA GEIGY CORPORATION 265.00 .00 .00 .00 .00 .00
0 024191 CIBA GEIGY CORPORATION 32,636.40 1,000.00 .00 .00 100.00 200.00
0 032240 CIBA GEIGY CORPORATION 3,848.00 .00 .00 .00 .00 .00
0 056773 CIBA GEIGY CORPORATION 1,810.00 .00 .00 .00 .00 302.00
0 075083 CIBA GEIGY CORPORATION 1,857.10 .00 .00 .00 1,807.10- .00
0 076953 CIBA GEIGY CORPORATION 8,869.60 .00 .00 .00 .00 .00
0 078659 CIBA GEIGY CORPORATION 3,125.00 .00 .00 .00 .00 .00
0 088799 CIBA GEIGY CORPORATION 12,933.80 .00 .00 .00 .00 .00
0 089199 CIBA GEIGY CORPORATION .00 364.50- .00 .00 .00 .00
0 073887 CIBA-GEIGY SA MEXICANA SA 125.00 .00 .00 .00 .00 .00
0 012324 CIBRO PETROLEUM PRODUCTS 1,650.00 .00 .00 .00 .00 .00
0 007616 CITGO PETROLEUM CORP .00 .00 .00 .00 .00 131.22
0 090219 CITGO PETROLEUM CORP 211.56 .00 .00 .00 .00 .00
0 007793 CITY OF AKRON .00 .00 .00 .00 .00 55.00
0 007684 CITY OF NIAGARA FALLS .00 .00 .00 .00 .00 27.50
0 051676 CITY OF TULSA .00 .00 .00 137.50 .00 .00
0 022127 CITY OF WICHITA 27.50 .00 .00 .00 .00 .00
0 023943 CL INDUSTRIES INC .00 .00 .00 .00 .00 220.00
0 016910 CLAIROL INC 110.00 .00 .00 .00 .00 106.50
0 027083 CLARK FILTER 65.00 .00 .00 .00 .00 .00
0 008468 CLAUSSEN COMPANY .00 .00 .00 .00 82.50 82.50
0 073190 CLAYTON CORPORATION 82.50 .00 .00 .00 .00 .00
0 077149 CLEAN HARBORS INC 1,000.00 .00 .00 .00 .00 .00
0 012610 CLOROX COMPANY 2,253.60 .00 .00 .00 .00 .00
0 024856 CLOUD CORPORATION 65.00 .00 .00 .00 .00 .00
0 050868 CLOUGH CHEMICAL 10,656.60 .00 .00 .00 .00 .00
0 027341 CMX INC .00 .00 .00 .00 .00 3,633.34
0 004869 COASTAL EAGLE POINT OIL 137.50 .00 .00 .00 .00 1,299.00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 075773 COASTAL ENGINERRED PROD 450.00 .00 .00 .00 .00 82.50
0 007233 COASTAL OIL NEW YORK INC 2,800.00 .00 .00 .00 .00 .00
0 007487 COASTAL REFINING & MARKET 80.00 .00 .00 .00 .00 .00
0 012501 COCA COLA BOTTLING CO 110.00 .00 .00 .00 .00 .00
0 064269 COCA COLA BOTTLING CO .00 .00 110.00 .00 .00 110.00
0 070788 COCA COLA BOTTLING CO 27.50 .00 .00 .00 .00 .00
0 001828 COCA COLA USA 1,227.50 302.50 632.50 .00 .00 1,690.00
0 084947 COCA COLA USA 976.35 .00 .00 .00 .00 .00
0 086866 COCHEM .00 .00 .00 .00 .00 55.00
0 065614 COLDMATIC REFREGERATION .00 .00 .00 .00 .00 82.50
0 008915 COLE CHEMICALS & DIST 405.78 259.62 .00 .00 .00 .00
0 055392 COLDFAX INC .00 .00 .00 .00 .00 604.50
0 017610 COLGATE PALMOLIVE COMPANY 1,429.00 68.75 .00 .00 .00 343.75
0 063709 COLGATE PALMOLIVE COMPANY .00 .00 .00 .00 .00 172.50
0 017647 COLONIAL OIL INDUSTRIES .00 .00 .00 .00 .00 27.50
0 076467 COLONIAL PIPELINE 013245 4,965.66 .00 .00 .00 .00 .00
0 064151 COLORCON 538.54 .00 .00 .00 .00 .00
0 001084 COLORITE PLASTICS .00 .00 .00 .00 .00 6,800.00
0 090161 COLUMBIA FOREST PRODUCTS 302.50 .00 .00 .00 .00 .00
0 018540 COLUMBUS MC KINNON CO 2,208.73 .00 .00 .00 .00 .00
0 003319 COMMANDING OFFICER .00 275.00 .00 .00 220.00 2,159.50
0 000522 COMMERCIAL PRODUCTS .00 .00 .00 .00 .00 440.00
0 076707 COMMONWEALTH OIL CORP .00 1,100.00 .00 .00 .00 .00
0 061877 COMPAC CORP 18,000.00 .00 .00 .00 .00 .00
0 066021 COMPONENTES MECANICAS 112,443.59 .00 1,050.30 2,685.60 .00 5,046.20-
0 006266 COMPRESSION POLYMERS 4,164.00 .00 .00 .00 .00 .00
0 004180 CONCORD CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00
0 081832 CONE MILLS CORPORATION 275.00 .00 .00 .00 .00 .00
0 063457 CONICA CORP 45.00 .00 .00 .00 .00 2,452.50
0 002354 CONOCO INC 2,746.50 .00 .00 .00 .00 .00
0 006918 CONOCO INC 2,417.60 .00 .00 .00 .00 .00
0 056721 CONOCO INC 26,471.44 .00 .00 .00 .00 .00
0 087226 CONOCO INC 1,277.60 .00 .00 .00 .00 .00
0 077099 CONQUEST CHEMICALS 562.50 .00 .00 .00 .00 .00
0 086518 CONRAIL CORPORATION .00 .00 .00 .00 .00 980.65
0 059357 CONSOLIDATED ALUMINUM 348.64 .00 .00 .00 .00 .00
0 050077 CONSOLIDATED COAL COMPANY 880.34 .00 .00 .00 .00 .00
0 009590 CONSOLIDATED PAPER INC .00 .00 .00 .00 90.00- .00
0 017661 CONSOLIDATED RAIL CORP 2,497.00 .00 .00 .00 .00 .00
0 087835 CONSOLIDATED RAIL CORP 4,489.50 .00 .00 .00 .00 3,448.00
0 088780 CONSOLIDATED RAIL CORP .00 .00 3,721.25 2,876.25 3,120.00 .00
0 080682 CONTAINER CARE 513.75 .00 .00 .00 .00 .00
0 019580 CONTAINER CORP OF AMERICA 27.50 .00 .00 .00 .00 .00
0 056926 CONTAINER CORP OF AMERICA 192.50 .00 .00 .00 .00 75.00
0 061348 CONTAINER CORP OF AMERICA .00 612.00 .00 .00 .00 .00
0 068766 CONTAINER CORP OF AMERICA 4,315.40 .00 .00 .00 .00 .00
0 027704 CONTINENTAL CAN COMPANY .00 55.00 .00 .00 .00 .00
0 001583 CONTINENTAL INDUSTRIAL CH .00 .00 137.50- .00 .00 .00
0 086296 CONTINENTAL TRAFFIC SVC I 192.00 .00 .00 .00 .00 .00
0 084445 CONVENIENCE KING INC .00 .00 .00 .00 .00 315.00
0 084908 CONWAY INTERMODAL .00 .00 .00 .00 .00 383.50
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 019350 CONWELL OIL CORPORATION 4,715.25 .00 .00 .00 .00 .00
0 028621 COOK COMPOSITES & POLYMER 8,923.10 110.00 .00 .00 .00 1,010.80
0 081570 COOK COMPOSITES & POLYMER 82.50 .00 .00 .00 .00 .00
0 090053 COOK FAMILY FOODS 27.50 .00 .00 .00 .00 .00
0 023247 COOKSON PIGMENTS INC 447.66 27.50 .00 .00 .00 265.00
0 083700 COOKSON PIGMENTS INC 1,548.92 .00 .00 .00 .00 .00
0 000287 COOLEY INC .00 .00 .00 .00 .00 55.00
0 090104 COON INDUSTRIES 1,171.00 .00 .00 .00 .00 .00
0 082195 COOPER OIL TOOL CO .00 .00 .00 .00 .00 82.50
0 086380 COOPER POWER 927.58 .00 .00 .00 .00 .00
0 077730 COOPER POWER SYSTEMS 12,306.14 27.50- .00 .00 .00 .00
0 088884 COOPER POWER SYSTEMS .00 .00 3,253.60 .00 .00 .00
0 019550 COOPERS CREEK CHEM COMP 2,015.00 .00 .00 .00 .00 .00
0 020180 COPOLYMER RUBBER & CHEM 7,324.15 .00 .00 .00 .00 .00
0 019860 CORNING CLASS COMPANY 30,774.04 .00 .00 .00 .00 .00
0 077840 CORNWALL CHEMICALS LTD 256.80 .00 .00 .00 32.10 2,439.60
0 077165 CORRECTIONAL ENTERPRISES 137.50 .00 .00 .00 .00 .00
0 088671 CORRIGATED CONTAINER CO 7,517.05 .00 .00 .00 .00 .00
0 007658 CORWOOD LABS INC .00 .00 27.50 .00 61.50 .00
0 005064 COSCO INCORPORATED 1,169.00 .00 .00 .00 .00 .00
0 084801 COUNTRYMARK CO-OP .00 .00 .00 .00 .00 45.00
0 024209 COUNTY LINE QUARRY 990.94 .00 .00 .00 .00 .00
0 083232 COURTAULDS AEROSPACE 1,000.00 .00 .00 .00 .00 .00
0 086543 COURTAULDS AEROSPACE 15,233.42 .00 .00 .00 .00 .00
0 081030 COURTNEY INDUSTRIES CORP 16,001.00 484.10- 808.60 97.50- .00 2,245.69-
0 089928 COVENANT COAL 45.00 .00 .00 .00 .00 .00
0 021601 CRANE & COMPANY 6,411.15 .00 .00 .00 .00 .00
0 058793 CRESCENT INKS INC .00 .00 .00 .00 .00 200.00
0 015095 CROOA INC 25,561.65 .00 .00 .00 .00 .00
0 025515 CROMPTON & KNOWLES CORP 65.65 .00 .00 .00 .00 402.50
0 083585 CROMPTON & KNOWLES CORP 1,067.50 .00 .00 .00 .00 .00
0 003121 CROSS OIL & REFINING CO 1,086.90 .00 .00 .00 .00 .00
0 064456 CROSSFIELD CHEMICAL CO .00 .00 .00 .00 .00 150.00
0 005819 CRYSTAL TISSUE 3,566.22 .00 884.13 396.37 .00 .00
0 075159 CSS1 .00 .00 .00 .00 .00 1,732.50
0 055606 CUMBERLAND FARMS 275.00 .00 .00 .00 .00 .00
0 080424 CUSTOCHEM 1,056.25 .00 .00 1,056.25 .00 .00
0 083446 CUSTOM CHEMICAL 519.78 .00 .00 .00 .00 .00
0 005710 CUSTOM INTERCHEM INC. .00 552.91 .00 .00 .00 .00
0 050889 CUSTOM PAPERS GROUP 150.50 .00 454.75 .00 .00 .00
0 020960 CYANAMID OF CANADA 22,492.42 .00 .00 1,107.75 1,516.60 417.25
0 064733 CYANAMID OF CANADA 6,560.61 .00 .00 .00 .00 .00
0 078444 CYANAMID OF CANADA 8,838.20 4,643.80 .00 .00 .00 .00
0 079499 CYANAMID OF CANADA .00 .00 .00 465.45 .00 .00
0 028644 CYCLOPS CORPORATION 82.50 .00 .00 .00 .00 .00
0 020615 CYRO CANADA INC 357.50 .00 .00 .00 .00 .00
0 013957 CYRO INDUSTRIES 45.00 .00 .00 .00 .00 .00
0 051009 CYRO INDUSTRIES 12,220.50 210.70 .00 .00 .00 .00
0 083233 D K ENTERPRISES .00 .00 .00 .00 .00 1,330.00
0 082898 DAIRY FARM PRODUCTS .00 .00 .00 .00 .00 200.00
0 016909 DANA CORPORATION 110.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 021193 DANA TRANSPORT 4,500.00 .00 .00 .00 .00 .00
0 021130 DANIEL INTERNATIONAL 220.00 .00 .00 .00 .00 .00
0 003546 DAUBERT CHEMICAL COMPANY 2,512.95 .00 .00 .00 .00 .00
0 007617 DAVID MICHAEL & CO INC .00 .00 .00 .00 677.50 .00
0 089123 DAVIDSON INTERIOR TRIM/TE 27.50 110.00 .00 .00 .00 .00
0 068296 DAVIDSON INTERIOR/TEXTRO .00 .00 .00 .00 .00 220.00
0 021300 DAVIDSON RUBBER COMPANY .00 .00 .00 .00 .00 125.50
0 026355 DAVIDSON RUBBER COMPANY 192.50 .00 .00 .00 .00 75.00-
0 006333 DAVOLIN PAINT .00 .00 .00 .00 .00 137.50
0 052104 DAY-CLO COLOR .00 .00 .00 .00 .00 302.50
0 078485 DE GUSSA CORP 10,121.00 .00 .00 .00 .00 1,400.00
0 089531 DE GUSSA CORP 82.50 .00 .00 .00 .00 .00
0 005111 DEFENSE ACCOUNTING OFFICE 103,514.97 5,506.00 9,532.50 8,775.00 82.50 21,911.39
0 054724 DEFT INC .00 .00 .00 .00 .00 75.00-
0 018063 DELCO ELECTRONICS CORP .00 .00 .00 .00 .00 443.00
0 090191 DELTA AIR INCORPORATED 735.00 .00 .00 .00 .00 .00
0 005675 DELTA CORRUGATED .00 .00 .00 .00 .00 55.00
0 010309 DELTA DISTRIBUTORS INC 1,923.90 .00 .00 .00 .00 .00
0 006232 DELTA INDUSTRIAL COATINGS .00 .00 27.50 .00 .00 .00
0 016361 DELTA LABORATORIES .00 .00 .00 .00 .00 45.00
0 078183 DELTA PETROLEUM PRODUCTS 943.50 .00 .00 .00 .00 .00
0 022120 DELTA SOLVENTS & CHEM CO 3,075.00 .00 .00 .00 .00 .00
0 071918 DELTECH CORP 103,948.65 .00 125.00- .00 75.50 2,396.25
0 052649 DEMENNO KERDOON .00 .00 .00 .00 .00 210.00-
0 076789 DENA CORP .00 .00 .00 .00 .00 55.00
0 079647 DENALT CHEMICALS .00 .00 .00 .00 .00 88.81
0 023743 DENCO INDUSTRIES .00 .00 .00 .00 .00 150.46
0 004722 DENNIS CHEMICAL 55.00 .00 .00 .00 .00 .00
0 026905 DEPT OF ENVIRONMENTAL .00 .00 .00 .00 82.50 55.00
0 083033 DERIVADOS 540.00 .00 .00 .00 .00 .00
0 086117 DESIGN TIME INC .00 .00 .00 .00 .00 92.00
0 026965 DETREX CHEMICAL IND 1,695.31 .00 .00 .00 .00 .00
0 090049 DEUTSCH CO 1,306.40 .00 .00 .00 .00 .00
0 005716 DEXTER CORPORATION 681.75 .00 .00 .00 .00 .00
0 070571 DEXTER CORPORATION .00 .00 .00 .00 .00 875.00
0 087436 DEXTER ELECTRONIC MATERIA 683.60 .00 .00 .00 .00 .00
0 056691 DEXTRAN PRODUCTS .00 .00 64.20- .00 .00 .00
0 077658 DIAL CORPORATION 2,925.00 .00 .00 .00 .00 .00
0 068183 DICEY MILLS INC .00 .00 .00 .00 .00 50.00
0 002224 DICKLER CHEMICAL INC .00 .00 .00 .00 .00 55.00
0 090144 DIRECTOR, DFAS INDIANAPOLI 6,742.00 .00 .00 .00 .00 .00
0 068258 DISPOSAL SYSTEMS INC .00 .00 .00 .00 120.00 835.96
0 023240 DISTILLLATION PRODUCTS IND 55.00 .00 .00 .00 .00 .00
0 007627 DIVERSEY CORPORATION 412.50 412.50 385.00 137.50 165.00 137.50
0 080320 DIVERSEY CORPORATION .00 .00 .00 .00 .00 475.00
0 085771 DIVERSEY FABRILIFE CORP 27.50 .00 .00 .00 .00 .00
0 086621 DIVERSIFIED CHEMICAL PROD .00 .00 830.00 1,620.00 1,715.00 4,045.00
0 089178 DIVERSIFIED CHEMICAL PROD 68.75 .00 .00 .00 .00 .00
0 083423 DIVEX .00 .00 .00 .00 .00 21,319.00
0 067209 DIXIANA MILL .00 .00 .00 .00 .00 45.00
0 055868 DOBER CHEMICAL CORP 27.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 023500 DOCK RESINS CORP 165.00 .00 .00 .00 .00 .00
0 023790 DOFASCO INC 1,598.48 128.40 .00 .00 .00 761.84
0 088598 DOMFER METALS 64.20 .00 .00 .00 .00 .00
0 004594 DOMINION COLOR COMPANY 1,324.66 .00 .00 .00 .00 .00
0 001972 DOMINION FOAM CORPORATION 2,977.50 .00 .00 .00 .00 .00
0 003430 DOMINO SUGAR CORPORATION .00 .00 .00 .00 82.50 .00
0 011953 DOMINO SUGAR CORPORATION 55.00 .00 .00 .00 2,608.48 .00
0 068503 DOMINO SUGAR CORPORATION 247.50 .00 .00 .00 82.50 1,908.00
0 081755 DOMTAR GYPSUM 55.00 .00 .00 .00 .00 .00
0 083704 DORAN TEXTILES INC 459.00 459.00- .00 .00 .00 .00
0 010365 DOUBLE EAGLE STEEL CTG CO 12,524.20 209.00 222.50 .00 .00 1,330.00
0 065478 DOUBLE ENVELOPE CO .00 .00 .00 .00 .00 55.00
0 085232 DOVE AVIATION INC 4,727.00 565.50 1,238.00 .00 .00 2,051.60
0 085233 DOVE AVIATION INC 2,191.00 .00 .00 .00 .00 .00
0 004383 DOW CHEMICAL CANADA 152.00 .00 .00 .00 .00 .00
0 023960 DOW CHEMICAL CANADA INC 134,081.06 .00 .00 .00 .00 .00
0 064061 DOW CHEMICAL CANADA INC 12,238.73 .00 .00 .00 .00 .00
0 066788 DOW CHEMICAL CANADA INC 45.00 .00 .00 .00 .00 .00
0 072210 DOW CHEMCIAL CANADA INC 27.50 220.00 1,159.88 .00 .00 .00
0 086408 DOW CHEMICAL CANADA INC 90.00 .00 .00 .00 .00 .00
0 009195 DOW CHEMICAL COMPANY 720.00 .00 .00 .00 .00 .00
0 011679 DOW CHEMCIAL COMPANY 60.00 .00 .00 .00 .00 1,931.52
0 011904 DOW CHEMCIAL COMPANY 485.00 .00 .00 .00 .00 .00
0 023320 DOW CHEMICAL COMPANY 5,939.04 .00 .00 .00 .00 .00
0 024000 DOW CHEMCIAL COMPANY 71,633.64 .00 .00 .00 .00 673.26-
0 024250 DOW CHEMICAL COMPANY 49,107.29 3,400.00 .00 .00 .00 90.00
0 024800 DOW CHEMCIAL COMPANY 12,773.00 577.50 120.00 360.00 .00 156.96-
0 024470 DOW CHEMCIAL COMPANY 115,175.54 .00 1,823.50 289.00- 1,761.00 3,393.52-
0 027705 DOW CHEMICAL COMPANY 8,529.38 .00 .00 .00 .00 .00
0 051018 DOW CHEMCIAL COMPANY 4,125.00 1,315.00 .00 .00 .00 .00
0 055107 DOW CHEMICAL COMPANY 130.00 .00 .00 .00 .00 .00
0 069669 DOW CHEMICAL COMPANY 9,444.68 .00 45.00 1,024.24 225.00 641.90
0 079935 DOW CHEMICAL COMPANY .00 .00 .00 .00 .00 120.00-
0 083413 DOW CHEMICAL COMPANY 17,746.00 .00 .00 .00 .00 .00
0 083890 DOW CHEMICAL COMPANY 25,394.88 9,315.00 .00 .00 .00 .00
0 085838 DOW CHEMICAL COMPANY 560.00 .00 .00 .00 .00 .00
0 088563 DOW CHEMICAL COMPANY 675.00 .00 .00 .00 .00 .00
0 083615 DOW CHEMICAL USA 1286,481.99 1,475.66 1,100.75 1,628.38 1,960.14 507.36
0 087784 DOW CHEMICAL USA 58,131.81 67.50 425.71 65.00 .00 .00
0 086251 DOW CORNING CORP./ INTRAC 550.00 .00 .00 .00 .00 .00
0 000299 DOW CORNING CORPORATION 1,523.20 .00 .00 .00 .00 .00
0 023740 DOW CORNING CORPORATION 4,390.13 .00 .00 .00 .00 .00
0 024110 DOW CORNING CORPORATION 10,955.60 .00 140.00 .00 .00 137.50
0 024490 DOW CORNING CORPORATION 27,687.12 8,712.00- .00 .00 .00 00
0 028115 DOW CORNING CORPORATION 522.00 .00 .00 .00 .00 .00
0 056578 DOW CORNING CORPORATION 5,052.13 .00 .00 .00 .00 .00
0 081047 DOW ELANCO .00 .00 .00 .00 .00 55.00-
0 058216 DOW INTERNATIONAL/DOMESTI 6,090.00 5,594.00 .00 .00 .00 .00
0 090156 DOW NORTH AMERICA 2,075.32 .00 .00 .00 .00 .00
0 086269 DOW USA 10,096.20 1,002.50 1,275.00 .00 .00 .00
0 005873 DOW USA EASTERN DIVISION 45.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 083418 DOW USA LOUISIANA DIVISIO .00 .00 .00 .00 .00 140.00-
0 083607 DOW USA MICHIGAN DIVISION .00 .00 .00 .00 .00 142.60-
0 077331 DOWBRANDS INC 6,313.67 .00 58.99 .00 .00 .00
0 082283 DOWELANCO 225.00 .00 .00 .00 .00 .00
0 086164 DOWELANCO/MICHIGAN DIVISI 55,464.88 .00 .00 .00 .00 .00
0 026271 DOWELL SCHLUMBERGER INC 3,677.60 .00 .00 .00 .00 282.50
0 064303 DOWELL SCHLUMBERGER INC .00 .00 .00 .00 .00 3,535.75-
0 082930 DOWELL SCHLUMBERGER INC .00 .00 .00 .00 .00 160.00
0 083426 DOWELL SCHLUMBERGER INC .00 .00 .00 .00 .00 60.00
0 055205 DOWN RIVER 805.00 .00 .00 .00 .00 .00
0 012054 DREW CHEMICAL COMPANY 603.00 538.61 .00 .00 .00 4,390.19
0 001569 DREXEL CHEMICAL COMPANY 3,865.40 .00 .00 .00 .00 .00
0 015300 DREXEL CHEMCIAL COMPANY 1,481.30 .00 334.50 .00 .00 300.00
0 064082 DRYDEN OIL COMPANY 2,081.76 .00 .00 .00 .00 140.00
0 024476 DSM CHEMICALS 790.00 .00 .00 .00 .00 .00
0 024500 DUBOIS CHEMCIALS INC 55.00 .00 .00 .00 55.00 .00
0 059629 DUBROOK .00 .00 .00 .00 .00 1,096.00
0 078848 DUCK BACK PRODUCTS 3,186.25 .00 .00 .00 .00 .00
0 078652 DUCK BACK PRODUCTS 6,572.50 .00 .00 .00 .00 .00
0 087203 DUNCOR ENTERPRISES INC .00 .00 .00 .00 .00 7,294.94
0 000469 DUPONT OF CANADA LTD 271,008.06 3,432.09 3,218.30 1,525.30 555.00 8,603.98
0 012140 DUPONT OF CANADA LTD 3,672.97 .00 .00 .00 .00 .00
0 028685 DURAL PRODUCTS .00 .00 .00 .00 .00 .00
0 009281 DURON PAINT INC .00 .00 .00 .00 .00 125.00
0 080110 DUTCH CHEMICALS 27.50 .00 .00 .00 .00 .00
0 006205 DYNA TECH ADHESIVES INC 27,264.20 156.00 .00 .00 .00 .00
0 076753 DYNAGEN INC 50.00 .00 .00 .00 .00 50.00-
0 074053 E DAVIS .00 .00 .00 .00 .00 55.00
0 010753 E F HOUGHTON & COMPANY 724.50 .00 .00 570.00 272.50 4,591.14
0 061583 E F HOUGHTON & COMPANY 2,568.51 62.62 .00 .00 .00 583.68
0 005002 E I DUPONT 27.50 .00 .00 .00 .00 .00
0 007731 E I DUPONT 388.50 .00 .00 .00 .00 .00
0 008056 E I DUPONT 540.00 .00 .00 .00 .00 .00
0 012340 E I DUPONT 3,118.50 .00 .00 .00 .00 .00
0 025030 E I DUPONT 65.00 .00 .00 .00 .00 .00
0 025080 E I DUPONT 302.00 .00 .00 .00 .00 896.00
0 025240 E I DUPONT .00 .00 .00 .00 .00 3,366.00
0 055075 E I DUPONT 528,840.89 6,009.86 2,420.24 952.44 .00 5,056.66
0 055447 E I DUPONT 100.00 .00 .00 .00 .00 .00
0 056579 E I DUPONT 15,097.50 .00 .00 .00 .00 .00
0 063426 E I DUPONT 3,785.16 .00 .00 .00 .00 .00
0 066073 E I DUPONT 3,000.00 1,000.00 .00 .00 .00 .00
0 085286 E I DUPONT 5,886.50 .00 .00 1,000.00 2,000.00 .00
0 085859 E I DUPONT 28,080.00 .00 .00 .00 .00 00
0 014493 E I DUPONT FMIS 2169,841.83 18,210.04 6,881.45 .00 .00 5,336.93-
0 072709 E N S R OPERATIONS 427.00 .00 715.00 881.30- .00 .00
0 054117 E R CARPENTER COMPANY INC .00 .00 .00 854.00 427.00 27.50-
0 020954 EASTECH CHEMICAL INC 3,219.00 .00 .00 .00 .00 200.00
0 079581 EASTERN CONSOLIDATED UTIL .00 .00 .00 .00 .00 2,080.60
0 089287 EASTMAN CHEMCIAL 220.00 .00 .00 .00 .00 .00
0 060638 EASTMAN CHEMCICAL COMPANY 5,975.00 110.00 .00 .00 567.50 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 081470 EASTMAN CHEMICAL COMPANY 20,595.77 1,030.00 .00 .00 .00 .00
0 025910 EASTMAN KODAK COMPANY 29,681.45 .00 .00 .00 .00 .00
0 061182 ECCLESTONE INDUSTRIAL CHE 753.00 .00 .00 .00 .00 140.00
0 074611 ECHOLAB INC .00 .00 516.50 .00 .00 .00
0 075645 ECOLAB INC .00 .00 2,397.87 2,429.97 .00 .00
0 088059 ECOLOCHEM INC 157.56 .00 .00 .00 .00 .00
0 029875 ECONOMICS LABORATORY INC 82.50 .00 .00 .00 .00 .00
0 029885 ECONOMICS LABORATORY INC 27.50 .00 .00 .00 .00 .00
0 057079 EDDIE MERCER INC 150.00 .00 .00 .00 .00 .00
0 060540 EDWARDS HIGH VACUUM 1,285.00 .00 .00 .00 .00 .00
0 086161 EKA NOBEL INC 9,419.00 .00 .00 .00 .00 .00
0 089894 EKA NOBEL INC 4,774.00 .00 .00 .00 .00 .00
0 070153 EL PASO REFINING .00 .00 .00 .00 .00 140.00
0 000155 ELF ATOCHEM 583.00 5,094.50 .00 .00 .00 .00
0 004633 ELF ATOCHEM .00 .00 .00 .00 .00 1,400.00
0 013140 ELF ATOCHEM 577.50 .00 .00 433.75 .00 .00
0 023058 ELF ATOCHEM 4,589.31 .00 .00 .00 .00 .00
0 026312 ELF ATOCHEM 146,396.11 19,892.40 3,774.50 .00 850.40 969.00
0 051650 ELF ATOCHEM 26,459.50 82.50 .00 .00 .00 61.85
0 058913 ELF ATOCHEM 2,452.00 .00 .00 .00 .00 .00
0 062400 ELF ATOCHEM 4,916.00 .00 95.00 .00 .00 .00
0 074194 ELF ATOCHEM 44,980.70 .00 .00 1,680.90 .00 .00
0 074198 ELF ATOCHEM 1,951.34 2,195.54 1,995.00 .00 .00 .00
0 074672 ELF ATOCHEM 3,351.00 .00 1,202.00 .00 .00 1,086.50-
0 075485 ELF ATOCHEM 13,642.00 .00 .00 .00 .00 .00
0 078878 ELF ATOCHEM 33,142.05 2,911.00- .00 1,416.25 .00 464.00
0 078896 ELF ATOCHEM 1,536.40 560.30 .00 .00 .00 650.00
0 080328 ELF ATOCHEM 2,757.50 .00 .00 .00 .00 182.00
0 081660 ELF ATOCHEM 19,439.20 .00 .00 .00 .00 .00
0 082103 ELF ATOCHEM 3,003.75 .00 .00 .00 .00 .00
0 086400 ELF ATOCHEM 3,626.50 .00 .00 .00 .00 380.00
0 089036 ELF ATOCHEM 3,585.42 .00 .00 .00 .00 .00
0 089149 ELF ATOCHEM 3,438.00 1,139.90 .00 .00 .00 .00
0 081674 ELI LILLY & COMPANY INC 852.50 .00 .00 .00 .00 .00
0 008583 ELIZABETHTOWN WATER CO .00 .00 26.00 .00 .00 .00
0 005049 ELKEM METALS COMPANY 1,475.00 .00 .00 .00 .00 .00
0 090041 ELLIOTT BROTHERS STEEL CO 2,302.40 .00 .00 .00 .00 .00
0 089694 EMBALLAGE ST JEAN 64.20 .00 .00 .00 .00 .00
0 089151 ENERY WORLDWIDE 45.00 .00 .00 .00 .00 .00
0 080551 EML ENTERPRISES 110.00 .00 55.00 .00 .00 27.50
0 006639 EMPAK INCORPORATED 110.00 525.50 .00 .00 .00 897.50
0 088481 EMPAK INCORPORATED .00 .00 .00 420.00 .00 .00
0 050301 EMPIRE MARBLE .00 .00 .00 .00 .00 82.50
0 062559 EMS AMERICAN GRILON 75.00 .00 .00 .00 .00 00
0 023421 ENGELHARD CORPORATION .00 .00 25.00 75.00 .00 150.00
0 024773 ENGELHARD CORPORATION 27.50 .00 .00 .00 .00 .00
0 050674 ENSCO INC .00 .00 .00 .00 .00 2,474.00
0 087383 ENSI .00 .00 .00 .00 .00 130.00
0 073171 ENSING PRODUCTS .00 .00 385.00 .00 .00 .00
0 084737 ENSOLITE INC 110.00 .00 .00 .00 .00 .00
0 082429 ENTROPEX 659.66 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 087498 ENVIRODYNE CORPORATION 308.30 .00 .00 .00 .00 9,840.00
0 076869 ENVIRODYNE SYSTEMS 192.50 .00 .00 .00 .00 .00
0 088902 ENVIRONMENTAL PRODS & SER .00 3,120.00 1,560.00 .00 .00 .00
0 084884 ENVIRONMENTAL PRODUCTS & .00 .00 .00 .00 .00 3,750.00
0 089482 ENVIRONMENTAL WASTE CONTR 216.00 .00 .00 .00 .00 .00
0 089525 ERGON REFINING INC 2,162.60 .00 .00 .00 .00 .00
0 075320 ERIE COKE CORPORATION 137.50 1,402.50 .00 .00 .00 460.00
0 064693 ERVIN KAHLER IND .00 .00 .00 160.00 .00 .00
0 074828 ESSEX GROUP 165.00 .00 .00 .00 .00 .00
0 082238 ESSEX SPECIALTY COMPANY 9,211.00 .00 .00 .00 .00 .00
0 006964 ESSO CHEMICAL CANADA 119.50 .00 .00 .00 .00 .00
0 054461 ESSO CHEMICAL CANADA 9,340.11 .00 .00 .00 1,156.53 .00
0 055563 ESSO PETROLEUM CANADA 2,898.00 .00 .00 .00 2,832.50 3,037.18
0 063293 ESSO PETROLEUM CANADA 2,805.60 .00 .00 .00 .00 .00
0 015676 ESSROC MATERIALS INC .00 .00 .00 .00 .00 1,843.79
0 056330 ESSROC MATERIALS INC 12,671.21 .00 .00 .00 .00 1,747.66
0 087931 ETHICHEM CORP 82.50 .00 .00 .00 .00 .00
0 006586 ETHYL CANADA INC 5,509.90 .00 .00 .00 .00 .00
0 006291 ETHYL CORPORATION 66,718.07 658.04 .00 .00 .00 .00
0 009091 ETHYL CORPORATION 136.25 .00 .00 .00 .00 82.50
0 017157 ETHYL CORPORATION 4,673.25 117.00 .00 .00 .00 115.00
0 028470 ETHYL CORPORATION 5,348.75 .00 .00 .00 .00 .00
0 028480 ETHYL CORPORATION 37,298.85 275.00 211.00 .00 117.50 .00
0 087530 ETHYL CORPORATION 13,187.85 .00 .00 .00 .00 .00
0 088429 ETHYL CORPORATION 27.50 .00 .00 .00 .00 .00
0 026600 ETHYL PETROLEUM ADDITIVIES .00 .00 .00 .00 .00 1,877.66
0 029955 ETHYL PETROLEUM ADDITIVIES 14,241.75 .00 .00 .00 .00 295.00
0 067769 ETHYL PETROLEUM ADDITIVIES .00 .00 .00 .00 1,870.00 .00
0 088788 ETHYL PETROLEUM ADDITIVIES 14,302.84 .00 .00 .00 .00 .00
0 053449 EUCLID CHEMICAL COMPANY 860.14 .00 .00 .00 .00 .00
0 079079 EURO GULF INC .00 .00 .00 .00 .00 2,770.04
0 075435 EVANS ADHESIVES CORP 80.00 .00 .00 .00 .00 .00
0 010074 EVANS CHEMETICS 137.50 .00 .00 .00 .00 .00
0 028530 EVANS CHEMETICS 4,628.59 .00 .00 .00 .00 .00
0 011171 EVANS COOPERAGE CO INC 41.25- .00 .00 .00 .00 .00
0 016945 EVANS COOPERAGE CO INC .00 .00 .00 .00 .00 2,145.00
0 004957 EVERETT V MOSER .00 .00 .00 131.84- .00 .00
0 075527 EVERGREEN OIL CO 693.00 .00 .00 .00 42.00 .00
0 065613 EXCEL OF TENNESSEE INC 82.50 .00 .00 .00 .00 .00
0 087102 EXCEL TSD INC 19,288.32 750.00 1,725.00 1,350.00 .00 .00
0 086669 EXPERT FREIGHT INC OF GA .00 1,603.90 .00 .00 .00 164.32
0 089661 EXPRESS CONTAINER SERVICE 211.50 .00 .00 .00 .00 .00
0 001309 EXXON CHEMICAL AMERICAS 5,711.50 .00 120.00 .00 .00 120.00
0 010101 EXXON CHEMICAL AMERICAS 1,740.46 .00 .00 .00 192.50 2,213.30
0 027820 EXXON CHEMICAL AMERICAS 1,084.00 .00 .00 .00 .00 .00
0 027890 EXXON CHEMICAL AMERICAS 4,267.80 .00 .00 .00 .00 2,030.50-
0 027990 EXXON CHEMICAL AMERICAS 27,058.00 .00 .00 .00 .00 .00
0 057483 EXXON CHEMICAL AMERICAS 13,393.86 .00 .00 .00 .00 .00
0 075564 EXXON CHEMICAL AMERICAS .00 .00 .00 .00 .00 534.00
0 080405 EXXON CHEMICAL AMERICAS .00 .00 .00 .00 .00 220.00
0 031440 EXXON CHEMICAL COMPANY 4,780.15 .00 .00 .00 .00 165.00-
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 078839 EXXON CHEMICAL COMPANY 6,469.16 404.48- .00 .00 .00 .00
0 084361 EXXON CHEMICAL COMPANY 6,000.00 .00 .00 .00 .00 .00
0 020176 EXXON CHEMICAL TRADING IN .00 .00 .00 .00 .00 52.00
0 005676 EXXON COMPANY U S A 2,574.00 .00 .00 .00 .00 .00
0 006450 EXXON COMPANY U S A 2,847.00 .00 .00 .00 .00 27.50
0 015731 EXXON COMPANY U S A 22.50 .00 .00 .00 .00 .00
0 027810 EXXON COMPANY U S A 2,243.00 .00 1,119.50 .00 .00 375.00
0 055439 EXXON COMPANY U S A 440.00 .00 .00 .00 .00 .00
0 058602 EXXON COMPANY U S A 11,643.75 .00 1,120.00 .00 .00 2,336.00
0 062083 EXXON COMPANY U S A .00 .00 .00 .00 .00 370.80
0 072963 EXXON COMPANY U S A 1,085.00 .00 .00 1,085.00 .00 .00
0 084967 EXXON COMPANY U S A 358.00 .00 .00 .00 .00 .00
0 090198 EZE MANUFACTURING N W INC 532.50 .00 .00 .00 .00 .00
0 056169 F E COOPER LUMBER 944.81 .00 .00 .00 .00 .00
0 003207 F M C ACG CORPORATION 9,621.50 .00 .00 .00 .00 .00
0 016882 F M C ACG CORPORATION 14,230.36 .00 .00 .00 .00 .00
0 023391 F M C ACG CORPORATION 27.50 .00 .00 .00 .00 .00
0 030570 F M C ACG CORPORATION 132,417.25 .00 .00 238.00 .00 .00
0 057800 F M C ACG CORPORATION 61,693.57 3,667.40 .00 .00 .00 .00
0 075431 F M C ACG CORPORATION .00 .00 .50 .00 .00 394.28-
0 084436 F M C ACG CORPORATION 13,833.90 2,310.00 .00 .00 .00 192.50-
0 005210 F M C CORPORATION .00 723.00 945.00 .00 .00 .00
0 005619 F M C CORPORATION 4,040.00 20.00 .00 .00 .00 .00
0 023007 F M C CORPORATION 6,328.00 .00 .00 .00 1,208.80 702.00-
0 030450 F M C CORPORATION 467.50 .00 .00 .00 .00 265.00
0 030540 F M C CORPORATION 9,900.00 3,450.00 .00 .00 .00 .00
0 030550 F M C CORPORATION 55.00 .00 .00 30.00 .00 .00
0 058950 F M C CORPORATION 302.50 .00 .00 .00 .00 .00
0 074661 F M C CORPORATION .00 .00 .00 .00 130.50- .00
0 079274 F M C CORPORATION 1,936.00 .00 .00 .00 .00 .00
0 079950 F M C CORPORATION .00 .00 .00 1,360.00- .00 .00
0 080136 F M C CORPORATION 2,366.50 284.00 322.00- 80.00 27.50 .00
0 082984 F M C CORPORATION 35,177.85 2,663.26 1,949.33 1,612.00 .00 1,171.00
0 008578 F M C CORPORATION / LITHI 547.00 .00 .00 .00 .00 82.50
0 006646 F M C CORPORATION / LITHI 21,676.48 .00 .00 .00 .00 320.00
0 056935 FAESY & BESTHOFF INC 2,282.00 .00 .00 .00 .00 .00
0 001533 FAR RESEARCH INC 192.50 .00 .00 .00 .00 .00
0 003501 FARLEY CHEMICAL & SOLVENT 45.00 .00 .00 .00 .00 .00
0 008142 FARMLAND INDUSTRIES 1,326.60 .00 .00 .00 .00 .00
0 052043 FARMLAND INDUSTRIES 305.00 .00 .00 .00 .00 .00
0 081409 FAVESA 220.00 .00 .00 .00 .00 .00
0 001429 FEDERAL PAPERBOARD CO .00 80.00 .00 .00 .00 .00
0 077354 FERRANTI PACKARD INC 192.50 .00 .00 .00 .00 .00
0 089109 FERRANTI PACKARD INC 4,486.42 .00 .00 .00 .00 .00
0 032035 FERRO CORPORATION 18,199.70 .00 .00 .00 .00 320.00
0 089537 FERTIZONA INC 315.00 .00 .00 .00 .00 .00
0 052886 FIBER-LITE CORP 512.00 .00 .00 .00 .00 .00
0 005595 FIEDALE CORP 450.00 .00 .00 .00 .00 .00
0 006430 FIELDALE CORPORATION 350.00 .00 .00 .00 .00 .00
0 079639 FIELDCREST CANNON INC 472.00 .00 .00 .00 .00 .00
0 090034 FIL-PAK CO 2,992.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 008339 FINA OIL & CHEMICAL CO .00 .00 688.50- .00 .00 .00
0 009009 FINA OIL & CHEMICAL CO 33,485.26 2,480.62 .00 1,260.25 .00 552.21
0 012827 FINA OIL & CHEMICAL CO 3,982.00 .00 .00 .00 75.00 .00
0 087833 FINA OIL & CHEMICAL CO 1,968.75 .00 .00 .00 .00 .00
0 029430 FINCH PRUYN CO INC .00 55.00 .00 .00 .00 .00
0 000251 FINDETT CORPORATION 1,540.00 .00 .00 .00 .00 .00
0 053835 FINDLEY ADHESIVES INC 3,678.00 .00 .00 .00 .00 .00
0 075583 FIRESTONE BLDG PRODUCTS C .00 .00 .00 .00 .00 215.00
0 054265 FIRESTONE BLDG PRODUCTS P .00 .00 .00 .00 .00 357.50
0 006112 FIRESTONE TIRE & RUBBER 110.00 .00 .00 .00 .00 .00
0 078347 FIRMENICH INC 1,746.30 .00 .00 .00 .00 .00
0 082301 FIRMENICH INC 82.50 .00 .00 .00 .00 .00
0 089868 FIRST BRANDS 10,651.53 .00 .00 .00 .00 .00
0 013671 FIRST BRANDS CORPORATION 5,482.80 .00 3,608.23 .00 .00 .00
0 076800 FIRST BRANDS CORPORATION 1,135.00 .00 .00 .00 .00 .00
0 083167 FIRST BRANDS INDUSTRIES C 2,379.60 .00 .00 .00 .00 .00
0 012230 FIRST CHEMICAL CORP 5,471.98 .00 .00 .00 .00 .00
0 012086 FIRST CHEMICAL & EQUIPMENT 220.00 .00 .00 .00 .00 55.00
0 009275 FISHER GUIDE DIV OF GM .00 .00 .00 .00 .00 146.00-
0 029830 FISHER SCIENTIFIC 696.00 .00 .50 .00 .00 .00
0 071966 FIVE STAR FINISHING INC 415.00 .00 .00 .00 .00 .00
0 077923 FLEISCHMANNS YEAST 201.60 .00 .00 .00 .00 .00
0 028070 FLETCHER OIL & REFINING .00 .00 1,044.80 .00 .00 .00
0 088456 FLETCHER OIL & REFINING .00 .00 .00 862.00 .00 .00
0 000805 FLEX PRODUCTS 82.50 .00 .00 .00 .00 .00
0 077095 FLEXCON COMPANY INC 275.00 .00 .00 .00 .00 .00
0 071879 FLEXEL INC 1,225.30 .00 .00 .00 .00 .00
0 065351 FLEXI FLO TERMINAL .00 .00 .00 .00 .00 100.00
0 014380 FLEXI FLO-CON RAIL .00 .00 .00 .00 .00 451.00
0 029870 FLEXIBLE PRODUCTS CO INC 2,706.15 .00 .00 .00 .00 .00
0 084513 FLINT INK CORPORATION .00 .00 .00 874.40- .00 .00
0 088437 FLOUR A LIFE 39.00 .00 .00 .00 .00 .00
0 061231 FLUID PACKAGING CO 825.00 137.50 220.00 .00 192.50 467.50
0 008908 FOAM ENTERPRISES INC 100.00 .00 .00 .00 .00 .00
0 075173 FOAMEX CORPORATION .00 .00 275.00 .00 .00 .00
0 076986 FOAMEX CORPORATION 110.00 .00 .00 .00 .00 110.00-
0 001028 FOAMEX PRODUCTS INC 27.50 .00 .00 .00 .00 .00
0 072630 FOAMEX PRODUCTS INC .00 .00 .00 .00 .00 330.00
0 079364 FOAMEX PRODUCTS INC 27.50 .00 .00 .00 .00 .00
0 072892 FOAMSEAL INCORPORATED 1,688.55 .00 .00 .00 .00 .00
0 078438 FOAMTEX INC 45.00 .00 .00 .00 .00 .00
0 055717 FOGEL FUEL SERVICE 352.82 .00 .00 .00 .00 .00
0 068512 FOOTE MINERAL COMPANY .00 .00 .00 .00 .00 260.00
0 002776 FORD MOTOR COMPANY 82.50 .00 .00 .00 .00 .00
0 010329 FORD MOTOR COMPANY 612.00 .00 .00 .00 .00 233.84
0 013152 FORD MOTOR COMPANY .00 .00 .00 .00 .00 433.50
0 030640 FORD MOTOR COMPANY .00 .00 .00 45.00 .00 .00
0 032625 FORD MOTOR COMPANY 82.50 .00 .00 .00 .00 .00
0 051990 FORD MOTOR COMPANY 1,340.00 .00 .00 .00 .00 48.00
0 060637 FORD MOTOR COMPANY 310.00 137.50 407.50 25.00 190.00 997.50
0 067943 FORD MOTOR COMPANY 17,379.52 .00 .00 .00 .00 643.40
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 068564 FORD MOTOR COMPANY 376.04 .00 .00 .00 .00 .00
0 071854 FORD MOTOR COMPANY 9,085.00 .00 .00 .00 .00 .00
0 075630 FORD MOTOR COMPANY .00 192.50 .00 .00 .00 27.50
0 078175 FORD MOTOR COMPANY 1,417.58 .00 .00 .00 .00 .00
0 079241 FORD MOTOR COMPANY .00 .00 .00 .00 434.00 1,773.50
0 084827 FORD MOTOR COMPANY 715.00 .00 .00 .00 .00 .00
0 057983 FORMOSA PLASTICS CORP 55.00 .00 .00 .00 .00 .00
0 079372 FORMOSA PLASTICS CORP 540.00 .00 .00 .00 .00 3,174.90
0 065235 FORT HOWARD PAPER COMPANY 137.50 .00 .00 .00 .00 .00
0 023699 FORT ORANGE PAPER CO INC .00 .00 .00 .00 .00 123.75
0 083344 FORTIFIBER CORP 45.00 .00 .00 .00 .00 .00
0 004476 FOX RIVER PAPER MILLS INC 834.20 .00 .00 .00 .00 .00
0 039580 FRANCIS BARNES 886.96 .00 .00 .00 .00 .00
0 004806 FRANKLIN INTERNATIONAL 10,596.10 .00 .00 .00 .00 .00
0 003963 FRANKLIN OIL COMPANY .00 .00 137.50 .00 .00 .00
0 011493 FRANKLIN PLASTICS .00 .00 110.00 .00 27.50 79.00
0 002241 FRASER PAPER CO LTD 135.00 7,872.78 .00 .00 .00 .00
0 086341 FREEDOM TEXTILE CHEM GROU 220.00 .00 .00 .00 .00 .00
0 085954 FRESH PAK .00 .00 .00 .00 .00 878.72
0 090069 FRITO LAY 82.50 .00 .50 .00 .00 .00
0 085240 FRITZ COMPANIES INC .00 .00 .00 .00 .00 322.00
0 086873 FUEL TANK MAINTENANCE 1,052.00 .00 .00 .00 .00 .00
0 077759 FUJI PHOTO FILM INC 165.00 .00 .00 .00 .00 .00
0 081021 FULCO CHEMICAL SPECIALTY 1,932.00 .00 .00 .00 .00 .00
0 065009 FULLER SALES 13,438.34 4,445.93 1,961.62 .00 .00 .00
0 090220 FUTURE FOAM INC 41.25 .00 .00 .00 .00 .00
0 080429 G A F CORPORATION .00 .00 .00 .00 .00 110.00
0 090037 G A F CORPORATION 260.00 .00 .00 .00 .00 .00
0 087076 G F I 502.00 .00 .00 .00 .00 .00
0 056706 G J CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00
0 001225 G K TECHNOLOGIES 165.00 .00 .00 .00 .00 .00
0 028240 G R FOAM PRODUCTS CORP .00 110.00 .00 .00 .00 .00
0 088922 G S ROBINS .00 .00 .00 .00 392.80 .00
0 004170 G S ROBINS & COMPANY 4,347.70 .00 84.00- .00 .00 .00
0 076922 G S ROBINS & COMPANY 267.50 .00 .00 .00 .00 .00
0 061056 G T S TRANS 712.50 .00 .00 .00 .00 .00
0 050606 G W SMITH & SONS 1,685.12 120.00 .00 .00 .00 .00
0 083375 GABRIEL CHEMICALS INC 23,925.55 .00 .00 .00 .00 395.18
0 001137 GAGE PROUDCTS COMPANY 36.00 .00 .00 .00 .00 .00
0 027801 GALLADE CHEMICAL COMPANY 238.00 .00 .00 .00 .00 .00
0 011444 GANTRADE CORPORATION .00 330.00 .00 .00 .00 .00
0 081114 GANTRADE CORPORATION 26,280.10 .00 48.00 .00 .00 .00
0 068520 GARDNER ASPHALT 1,682.79 .00 .00 .00 .00 .00
0 020809 GARRETT OIL COMPANY .00 .00 .00 .00 .00 892.34
0 004931 GARRISON FUEL COMPANY 183.00 .00 .00 .00 .00 .00
0 010274 GARY CORP .00 27.50 .00 .00 .00 .00
0 088163 GATEWAY ADDITIVES 1,485.00 .00 .00 .00 .00 .00
0 074770 GAYLORD CHEMICAL CORP 2,559.94 .00 .00 .00 .00 .00
0 058659 GAYLORD CONTAINER CORPORA .00 .00 .00 .00 .00 27.50
0 005457 GAYLORD CONTAINERS LIMITE 27.50 .00 .00 .00 .00 .00
0 083654 GE CANADA .00 .00 .00 .00 .00 110.00-
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 074842 GEBHARDT-VOGEL TANNING CO .00 .00 .00 .00 .00 695.00
0 050616 GEHRING MONTGOMERY INC 781.28 .00 .00 .00 .00 .00
0 033820 GENCORP POLYMER PRODUCTS 422.10 .00 .00 .00 .00 51.27
0 082546 GENECOR 6,791.75 .00 .00 .00 .00 .00
0 016471 GENERAL CHEMICAL CORP .00 1,059.72 .00 .00 .00 .00
0 032710 GENERAL CHEMICAL CORP 7,530.25 693.50 .00 27.50 27.50 4,617.00
0 053283 GENERAL CHEMICAL CORP 185,458.98 1,584.24 2,120.66 963.00 1,222.00 1,046.11
0 053948 GENERAL CHEMICAL CORP 55.00 .00 .00 .00 .00 82.50
0 055677 GENERAL CHEMICAL CORP 2,172.00 .00 .00 .00 .00 .00
0 057006 GENERAL CHEMICAL CORP 4,176.26 .00 82.50 .00 .00 .00
0 061414 GENERAL CHEMICAL CORP 110.00 .00 .00 .00 .00 55.00
0 024573 GENERAL DYNAMICS CORP .00 .00 .00 .00 .00 1,373.50
0 082498 GENERAL ELECTRIC CANADA 5,207.50 .00 .00 540.00 .00 270.00
0 010310 GENERAL ELECTRIC COMPANY 2,185.00 .00 .00 .00 .00 .00
0 018099 GENERAL ELECTRIC COMPANY 3,608.02 .00 .00 .00 .00 .00
0 032650 GENERAL ELECTRIC COMPANY 62.50 .00 .00 .00 .00 .00
0 033200 GENERAL ELECTRIC COMPANY 74,616.48 .00 .00 .00 .00 .00
0 033220 GENERAL ELECTRIC COMPANY 880.00 27.50 .00 .00 .00 .00
0 056044 GENERAL ELECTRIC COMPANY .00 .00 .00 .00 .00 220.00-
0 061800 GENERAL ELECTRIC COMPANY 92,323.25 .00 82.50 .00 .00 .00
0 069700 GENERAL ELECTRIC COMPANY 417,669.90 10,364.66 150.00 90.00 2,752.30 5,112.32
0 081274 GENERAL ELECTRIC COMPANY 34,972.77 3,935.65 .00 .00 .00 .00
0 081275 GENERAL ELECTRIC COMPANY .00 2,470.00- 375.00- .00 .00 .00
0 081276 GENERAL ELECTRIC COMPANY 121,522.00 3,100.00 .00 20,000.00- 7,494.00- 5,952.50
0 087970 GENERAL ELECTRIC COMPANY 42,279.48 .00 .00 .00 .00 .00
0 088395 GENERAL ELECTRIC COMPNAY 55.00 .00 .00 .00 .00 .00
0 088641 GENERAL ELECTRIC COMPANY 7,630.00 .00 .00 .00 .00 .00
0 010330 GENERAL ELECTRIC PLASTICS 55.00 .00 .00 60.00 120.00 .00
0 033320 GENERAL ELECTRIC PLASTICS 3,517.00 .00 .00 .00 .00 .00
0 061610 GENERAL ELECTRIC PLASTICS 11,410.50 .00 .00 .00 122.74 429.28
0 063080 GENERAL ELECTRIC PLASTICS 2,460.52 1,763.00 .00 .00 .00 .00
0 080171 GENERAL ELECTRIC PLASTICS 11,023.97 1,763.00 440.00 .00 3,510.00 .00
0 089819 GENERAL ELECTRIC PLASTICS 60,386.50 .00 .00 .00 .00 .00
0 081072 GENERAL ELECTRIC SILICONE 173,644.50 1,995.00 2,576.00 .00 .00 .00
0 088480 GENERAL ELECTRIC SILICONE 10,946.00 .00 .00 .00 .00 .00
0 080606 GENERAL FIBER & FABRIC .00 .00 .00 .00 .00 .00
0 003211 GENERAL FOAM CORPORATION 192.50 123.75 .00 .00 .00 .00
0 014240 GENERAL FOAM CORPORATION 55.00 .00 .00 .00 .00 .00
0 072532 GENERAL FORWARDING 3,400.00 .00 .00 .00 .00 .00
0 010945 GENERAL LATEX & CHEMICAL 2,690.00 .00 .00 .00 .00 .00
0 033500 GENERAL LATEX & CHEMICAL 270.00 .00 .00 .00 .00 .00
0 089088 GENERAL LATEX AND CHEMICA 27.50 .00 .00 .00 .00 .00
0 088028 GENERAL MOTORS 3,000.00 .00 .00 .00 .00 .00
0 002931 GENERAL MOTORS CORP .00 .00 .00 .00 .00 23.00-
0 003229 GENERAL MOTORS CORP .00 .00 601.80- .00 .00 23.00
0 005053 GENERAL MOTORS CORP .00 .00 .00 .00 .00 65.00-
0 006342 GENERAL MOTORS CORP .00 247.50 .00 .00 .00 .00
0 007573 GENERAL MOTORS CORP .00 .00 .00 .00 .00 27.50
0 008582 GENERAL MOTORS CORP 510.00 .00 .00 .00 .00 .00
0 009505 GENERAL MOTORS CORP 605.00 220.00 .00 .00 .00 82.50
0 028039 GENERAL MOTORS CORP 7,177.25 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 037530 GENERAL MOTORS CORP 50.00 .00 .00 .00 .00 .00
0 041130 GENERAL MOTORS CORP 4,819.00 106.00 .00 117.00 117.00 94.50
0 057252 GENERAL MOTORS CORP .00 .00 .00 .00 .00 250.00
0 067186 GENERAL MOTORS CORP 2,006.00 .00 .00 .00 .00 702.00
0 072449 GENERAL MOTORS CORP 8,039.00 .00 .00 .00 .00 .00
0 076848 GENERAL MOTORS CORP 1,375.00 220.00 247.50 605.00 137.50 2,323.75
0 076888 GENERAL MOTORS CORP .00 40.00 .00 .00 .00 912.50
0 079271 GENERAL MOTORS CORP .00 .00 .00 .00 .00 82.50-
0 085751 GENERAL MOTORS CORP 400.00 75.00 50.00 25.00 .00 .00
0 086710 GENERAL MOTORS CORP 3,610.80 1,203.60 1,226.60 413.00 413.00 .00
0 089363 GENERAL MOTORS CORP 14,707.50 .00 .00 .00 .00 .00
0 058065 GENERAL MOTORS CORP/FISHE 398.75 .00 .00 .00 .00 .00
0 022944 GENERAL SPICE 2,260.47 .00 .00 .00 .00 .00
0 064492 GENERAL TIRE .00 .00 .00 .00 .00 75.00
0 008233 GENERAL TIRE & RUBBER CO 529.50 .00 .00 .00 .00 .00
0 037430 GENERAL TIRE & RUBBER CO .00 .00 .00 .00 .00 55.00-
0 087669 GENESCO INC 137.50 .00 .00 .00 .00 .00
0 028588 GENLABS .00 .00 .00 .00 .00 161.00
0 070914 GENOVESE INDUSTRIES .00 .00 .00 .00 .00 200.00
0 080448 GEOBASE FOUNDATION SYSTEM .00 .00 .50 260.00 .00 .00
0 034020 GEORGE A GOULSTON CO 10,964.95 220.00 27.50 .00 .00 233.75
0 025323 GEORGE S COYNE 1,127.50 .00 .00 .00 .00 .00
0 028624 GEORGIA GULF CORP 280.00 .00 .00 .00 .00 .00
0 033950 GEORGIA GULF CORP 149.00 .00 .00 .00 .00 .00
0 006032 GEORGIA PACIFIC CORP 6,708.95 .00 .00 .00 .00 .00
0 007064 GEORGIA PACIFIC CORP 392.00 .00 .00 .00 .00 .00
0 007509 GEORGIA PACIFIC CORP 10,152.50 75.00 .00 27.50 .00 106.50-
0 014619 GEORGIA PACIFIC CORP 55.00 .00 .00 .00 55.00 .00
0 027396 GEORGIA PACIFIC CORP 27.50 .00 .00 .00 .00 .00
0 034140 GEORGIA PACIFIC CORP 60.00 .00 .00 .00 .00 120.00
0 034220 GEORGIA PACIFIC CORP 7,437.25 .00 .00 .00 .00 700.50
0 053728 GEORGIA PACIFIC CORP 957.00 .00 945.00 .00 .00 .00
0 080192 GEORGIA PACIFIC CORP 137.50 .00 .00 .00 .00 .00
0 081052 GEORGIA PACIFIC CORP 3,256.40 .00 .00 .00 .00 .00
0 082346 GEORGIA PACIFIC CORP 82.50 .00 .00 .00 .00 .00
0 082960 GEORGIA PACIFIC CORP 22.00 46.00 .00 21.00 21.00 42.00
0 089456 GEORGIA PACIFIC CORP 50.00 .00 .00 .00 .00 .00
0 089866 GEORGIA PACIFIC CORP 535.96 .00 .00 .00 .00 .00
0 087898 GEORGIA POWER 577.00 .00 .00 .00 .00 .00
0 090172 GEORGIA POWER CO 685.50 .00 .00 .00 .00 .00
0 034090 GEORGIA POWER COMPANY 500.00 .00 .00 .00 .00 .00
0 034100 GEORGIA POWER COMPANY 1,291.36 .00 .00 .00 .00 .00
0 034110 GEORGIA POWER COMPANY 3,642.17 .00 .00 .00 .00 .00
0 090137 GERAGHTY & MILLER 2,356.72 .00 .00 .00 .00 .00
0 054968 GIANT REFINING COMPANY .00 .00 .00 .00 .00 228.00
0 087906 GIBBS DYE CASTING .00 .00 .00 27.50 .00 .00
0 010585 GIBRALTAR CHEMICAL RESOUR 7,806.25 1,360.00 560.00 360.00 630.00 1,645.00
0 016420 GIBSON & HOMANS .00 .00 .00 .00 .00 550.00
0 084734 GILARDI ENVIRONMENTAL .00 .00 .00 .00 .00 4,420.00
0 034130 GILLETTE COMPANY 82.50 .00 .00 .00 55.00 220.00
0 034260 GIVAUDAN CORPORATION 52.52 .00 .00 .00 26.00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 004968 GLASTIC CORPORATION 1,721.00 .00 .00 .00 .00 .00
0 056962 GLASTIC CORPORATION 5,732.60 .00 .00 .00 .00 .00
0 087297 GLAXO .00 .00 .00 .00 .00 1,410.40
0 004457 GLIDDEN COMPANY 387.50 .00 .00 .00 .00 .00
0 008860 GLIDDEN COMPANY 1,487.00 .00 .00 .00 .00 .00
0 034440 GLIDDEN COMPANY 6,976.50 .00 112.75 .00 .00 .00
0 034450 GLIDDEN COMPANY 3,264.34 .00 .00 .00 55.00 55.00-
0 034870 GLIDDEN COMPANY 1,649.25 .00 .00 .00 .00 150.00
0 080236 GLIDDEN COMPANY .00 4,181.35 .00 .00 .00 .00
0 024911 GLOBAL PLASTICS CORP .00 .00 .00 .00 .00 27.50
0 057063 GLOBE MANUFACTURING CO .00 .00 .00 .00 .00 52.00
0 072518 GLOBE VEDAG 4,866.36 .00 609.90 160.50 .00 .00
0 001663 GLOUCESTER COMPANY .00 .00 .00 .00 82.50 55.00
0 079821 GNB BATTERIES INC .00 .00 .00 .00 .00 165.00
0 004692 GOLD BOND BLDG PRODUCTS 3,498.35 .00 .00 .00 .00 2,626.82
0 062238 GOLD BOND BLDG PRODUCTS .00 .00 .00 .00 .00 168.00
0 083678 GOLD BOND BLDG PRODUCTS .00 265.00 265.00 60.00 .00 175.00
0 084389 GOLD BOND BLDG PRODUCTS .00 .00 .00 .00 .00 144.00
0 085934 GOLD BOND BUILDING PRODUC 82.50 .00 .00 .00 .00 .00
0 065263 GOLD KIST INC .00 .00 .50 .00 .00 250.00
0 020412 GOLDSCHMIDT CHEMICAL 2,011.03 .00 .00 .00 .00 .00
0 068338 GOODYEAR CANADA INC 82.50 .00 .00 .00 .00 55.00-
0 072872 GOODYEAR CANADA INC 55.00 .00 .00 .00 .00 156.00
0 000472 GOODYEAR TIRE & RUBBER CO 1,659.36 1,258.28- .00 577.00 1,400.60- .00
0 002343 GOODYEAR TIRE & RUBBER CO 82.50 55.00 .00 .00 .00 412.50
0 021599 GOODYEAR TIRE & RUBBER CO .00 .00 1,636.00 75.00 50.00 74.82
0 035160 GOODYEAR TIRE & RUBBER CO 3,586.80 .00 .00 622.40 50.00 992.40-
0 035200 GOODYEAR TIRE & RUBBER CO 24,160.98 373.07 .00 1,021.84 .00 487.50
0 035440 GOODYEAR TIRE & RUBBER CO 2,891.16 .00 .00 .00 .00 .00
0 035630 GOODYEAR TIRE & RUBBER CO 1,650.59 .00 .00 .00 .00 971.89
0 036540 GOODYEAR TIRE & RUBBER CO 483.00 .00 .00 .00 .00 .00
0 069543 GOODYEAR TIRE & RUBBER CO 9,523.60 .00 1,360.25 .00 .00 .00
0 009716 GOOMAN BROTHERS .00 .00 .00 .00 .00 472.00
0 065600 GOULD INC 27.50 .00 .00 .00 .00 .00
0 012306 GPM GAS CORPORATION .00 .00 .00 .00 .00 192.00
0 064050 GPM GAS CORPORATION 1,350.00 .00 .00 .00 .00 .00
0 068129 GRAHAM INSULATION 224.70 .00 .00 .00 .00 .00
0 077712 GRAHAM PRODUCTS LTD .00 .00 .00 .00 .00 1,475.50
0 075018 GRANITE CITY WASTE WATER .00 .00 80.00 .00 .00 170.00
0 010272 GRANT CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00
0 035450 GRANT CHEMICAL COMPANY 476.00 .00 .00 .00 130.00 .00
0 011118 GREAT DANE INCORPORATED 55.00 .00 .00 .00 .00 .00
0 054276 GREAT DANE INCORPORATED 55.00 .00 .00 27.50 .00 .00
0 026414 GREAT LAKES CHEMICAL 27.50 .00 .00 .00 .00 .00
0 064471 GREAT LAKES CHEMICAL CO 4,371.90 2,486.85 .00 .00 .00 .00
0 073897 GREAT LAKES CHEMICAL CORP 4,383.78 .00 .00 .00 .00 .00
0 011980 GREAT WESTERN CARPET CO 27.50 .00 .00 .00 .00 45.00
0 002276 GREAT WEATERN CHEMICAL CO 749.00 27.50 .00 .00 .00 .00
0 056625 GREAT WESTERN CHEMICAL CO 366.59 .00 .00 .00 .00 .00
0 059581 GREAT WESTERN CHEMICAL CO .00 .00 .00 .00 334.10 .00
0 015129 GREENWALD INDUSTRIAL PROD .00 .00 .00 .00 .00 80.00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 090000 GREGORY RYAN INC 27.50 .00 .00 .00 .00 .00
0 088605 GRINNELL CORPORATION 1,100.88 .00 .00 .00 .00 .00
0 058094 GROW GROUP INC 412.50 .00 .00 .00 .00 .00
0 069079 GROW GROUP INC 192.50 .00 .00 .00 .00 .00
0 003946 GUARDSMAN PRODUCTS INC 1,721.09 .00 .00 .00 .00 225.00
0 074521 GUARDSMAN PRODUCTS INC 1,877.00 150.00 .00 .00 150.00 1,732.50
0 064216 GUELPH PRODUCTS 5,492.30 .00 .00 .00 .00 .00
0 085573 GULF COAST SPECIALTY PROD .00 .00 .00 .00 .00 185.00
0 052908 GULF OIL-CUMBERLAND FARM .00 .00 .00 .00 .00 90.10
0 080524 GULF OIL-CUMBERLAND FARM 1,051.00 .00 .00 .00 .00 .00
0 001796 H B FULLER COMPANY 1,839.50 .00 .00 .00 .00 .00
0 013512 H B FULLER COMPANY 925.00 2,416.75 .00 .00 .00 .00
0 018003 H B FULLER COMPANY .00 .00 .00 .00 .00 192.50
0 036265 H B FULLER COMPANY 20,314.35 2,915.00 .00 .00 .00 1,450.00-
0 052149 H B FULLER COMPANY .00 .00 .00 .00 .00 200.00
0 058093 H B FULLER COMPANY 556.00 .00 .00 .00 .00 .00
0 076926 H B FULLER COMPANY 791.00 .00 .00 .00 .00 .00
0 083223 H B FULLER COMPANY 2,766.00 .00 .00 .00 .00 .00
0 058762 H C HYDROCARBONS INC 40.00 .00 .00 .00 .00 .00
0 086736 H C I GEORGIA INC 18,026.56 .00 .50 .00 .00 .00
0 080833 H H & K BURG OIL 1,067.11 .00 .00 .00 .00 .00
0 010797 H HELLER COMPANY .00 .00 .00 .00 .00 679.50
0 086274 H HELLER COMPANY .00 .00 .00 .00 .00 6,223.45
0 063168 H L BLACHFORD INC 82.50 .00 .00 .00 .00 .00
0 036250 H R SIMON & COMPANY .00 27.50 .00 .00 .00 .00
0 089495 HAARMAN AND REIMER, S.A. 6,066.00 .00 .00 .00 .00 .00
0 052870 HAARMANN & REIMER CORP .00 .00 .00 .00 .00 55.00
0 066498 HAARMANN & REIMER CORP 4,118.00 .00 .00 .00 .00 .00
0 089603 HAARMANN & REIMER CORP 467.50 .00 .00 .00 .00 .00
0 067121 HACKENSACK WATER COMPANY 70,947.60 .00 .00 .00 .00 .00
0 039590 HALL CHEMICAL COMPANY .00 .00 .00 .00 225.00 .00
0 025325 HALLIBURTON IND SERVICES .00 .00 .00 .00 55.00 50.00
0 080454 HALLTOWN PAPERBOARD CO IN 1,225.00 .00 .00 .00 .00 .00
0 003813 HALTERMANN INCORPORATED 27.50 .00 .00 .00 .00 .00
0 075622 HAMILTON STANDARD .00 .00 .00 .00 .00 26.00
0 036880 HAMPDEN-MATHIEU CORP 341.38 .00 .00 .00 .00 2,053.15
0 011724 HAMPSHIRE CHEMICAL 412.50 .00 .00 .00 .00 .00
0 022440 HAMPSHIRE CHEMICAL CORP 6,114.00 .00 .00 .00 .00 .00
0 089585 HAMPSHIRE CHEMICAL CORP 2,175.00 .00 .00 .00 .00 .00
0 004084 HANGSTERFERS LABS INC 412.50 330.00 110.00 165.00 .00 .00
0 075900 HANLIN CHEMICALS .00 .00 .00 .00 .00 65,458.42
0 078328 HANLIN CHEMICALS .00 .00 .00 .00 .00 10,386.90
0 083049 HANLIN CHEMICALS .00 .00 .00 .00 .00 13,095.74
0 059100 HAPAG-LLOYD CONTAINER LIN 2,560.00 .00 .00 .00 .00 7,933.01
0 067915 HAPAG-LLOYD CONTAINER LIN 32,794.51 .00 .00 .00 .00 .00
0 071570 HAPAG-LLOYD CONTAINER LIN 9,976.84 .00 .00 .00 .00 .00
0 085958 HAPAG-LLOYD CONTAINER LIN .00 .00 .00 .00 .00 2,180.00
0 071756 HARBINGER .00 318.00 .00 .00 .00 .00
0 073648 HARBISON WALKER REF CO 484.00 .00 .00 .00 .00 .00
0 000109 HARCROS CHEMICAL INC 9,421.75 .00 .00 .00 .00 146.00
0 065681 HARCROS CHEMICAL INC .00 .00 .00 .00 .00 1,014.73-
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 076317 HARCROS CHEMICAL INC 1,433.50 .00 .00 .00 .00 .00
0 076981 HARCROS CHEMICAL INC .00 .00 .00 .00 .00 137.50
0 082190 HARCROS CHEMICAL INC 110.00 .00 .00 .00 .00 758.35
0 082450 HARCROS CHEMICAL INC 670.80 .00 .00 .00 .00 294.00
0 087637 HARCROS PIGMENTS INC 3,989.60 .00 .00 .00 .00 .00
0 088634 HARCROSS CHEMICALS INC 1,795.20 .00 .00 .00 .00 .00
0 079369 HARCROSS PIGMENTS INC 82.50 .00 .00 .00 .00 .00
0 082499 HARDWICK CHEMICAL CO 27.50 .00 .00 .00 .00 .00
0 009162 HARRIS CORPORATION 5,140.44 .00 .00 .00 .00 .00
0 059242 HARRISON RADIATOR 82.50 .00 .00 .00 .00 .00
0 037860 HARWICK CHEMICAL CO 3,887.00 .00 .00 .00 .00 .00
0 006772 HATCO CHEMICAL CORP 27.50 .00 .00 .00 .00 .00
0 086847 HAYES DANA 55.00 .00 .00 .00 .00 .00
0 005264 HAYWOOD COMPANY 1,728.00 .00 .00 .00 .00 .00
0 088470 HCI CHEMTECH DIST INC 110.00 .00 .00 .00 .00 .00
0 005727 HEDWIN CORPORATION 1,794.00 .00 .00 .00 .00 633.00
0 038180 HEICO INC 953.58 .00 .00 .00 .00 .00
0 000827 HELENA CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00
0 012928 HELENE CURTIS INDUSTRIES 3,806.00 .00 .00 .00 .00 1,873.00
0 062503 HELENE CURTIS INDUSTRIES 220.00 .00 .50 .00 .00 .00
0 021646 HEMLOCK SEMICONDUCTOR 515.00 2,491.00 .00 .00 .00 .00
0 005156 HEMPT BROTHERS 1,142.73 .00 .00 .00 .00 .00
0 007001 HEMPT BROTHERS 293.53 .00 .00 .00 .00 .00
0 085763 HENDRICK MILES .00 .00 .00 .00 82.50 .00
0 083660 HENKEL ADHESIVES 137.50 .00 .00 .00 .00 .00
0 062762 HENKEL ADHESIVES CORPORAT 2,448.81 .00 .00 .00 .00 80.00
0 078534 HENKEL CANADA LTD 2,244.42 .00 .00 .00 .00 .00
0 078538 HENKEL CANADA LTD 85.60 .00 .00 .00 .00 .00
0 002854 HENKEL CORP 270.50 .00 .00 .00 .00 .00
0 006983 HENKEL CORP 979.90 .00 .00 .00 .00 .00
0 014019 HENKEL CORP 2,259.00 .00 .00 .00 41.25 334.25
0 022580 HENKEL CORP 29,610.52 .00 235.00 137.50 27.50 6,287.83
0 022620 HENKEL CORP 330.00 275.00 82.50 27.50 .00 27.50
0 027443 HENKEL CORP .00 .00 .00 .00 .00 55.00
0 027450 HENKEL CORP 3,050.00 .00 .00 .00 75.00 610.82
0 050176 HENKEL CORP 1,559.00 759.00 .00 .00 200.00 .00
0 058024 HENKEL CORP 108,841.34 .00 508.75 1,827.75 .00 3,812.40-
0 064033 HENKEL CORP 3,025.50 .00 .00 .00 55.00 .00
0 065224 HENKEL CORP 27.50 .00 .00 .00 .00 .00
0 074736 HENKEL CORP 4,006.60 .00 .00 .00 .00 .00
0 077370 HENKEL CORP 55.00 .00 .00 .00 .00 98.00-
0 083300 HENKEL CORP 9,479.25 .00 .00 .00 .00 .00
0 084175 HENKEL CORP 55.00 .00 .00 .00 .00 .00
0 004725 HENKEL CORPORATION 3,153.60 .00 .00 .00 .00 .00
0 025805 HERCULES CANADA INC .00 .00 .00 .00 .00 80.00
0 038530 HERCULES CANADA INC 6,253.96 .00 .00 .00 .00 .00
0 014696 HERCULES FIBERS 1,028.00 .00 .00 .00 .00 .00
0 007224 HERCULES INCORPORATED 2,268.50 .00 .00 .00 .00 .00
0 016884 HERCULES INCORPORATED 8,353.50 .00 .00 .00 .00 .00
0 022328 HERCULES INCORPORATED 1,876.50 .00 .00 .00 .00 .00
0 037805 HERCULES INCORPORATED 3,741.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 038360 HERCULES INCORPORATED 7,656.50 .00 .00 .00 .00 .00
0 038400 HERCULES INCORPORATED 3,309.00 .00 .00 .00 .00 .00
0 038460 HERCULES INCORPORATED 2,386.00 1,700.00 .00 .00 23.00 325.50
0 038480 HERCULES INCORPORATED 29,467.95 637.50 .00 .00 .00 552.47
0 038490 HERCULES INCORPORATED .00 .00 .00 .00 .00 4,551.68-
0 038510 HERCULES INCORPORATED 13,865.00 .00 .00 .00 .00 .00
0 038550 HERCULES INCORPORATED 542.50 942.50 110.00 .00 .00 232.50
0 038560 HERCULES INCORPORATED 8,453.00 .00 .00 .00 .00 .00
0 083198 HERCULES INCORPORATED 19,748.00 .00 .00 .00 .00 .00
0 083313 HERCULES INCORPORATED .00 519.80 .00 200.00- .00 .00
0 089468 HERCULES INCORPORATED 62,276.37 .00 .00 .00 .00 .00
0 075633 HERITAGE ENVIRONMENTAL SE .00 .00 .00 .00 25.00 375.00
0 008991 HESS & CLARK INCORPORATED 625.00 .00 .00 .00 .00 .00
0 079931 HEXACOMB CORPORATION 733.55 .00 .00 .00 .00 .00
0 001229 HICKORY SPRINGS MFG CO 110.00 .00 .00 .00 .00 .00
0 077311 HICKSON DANCHEM CORPORATI 1,886.50 .00 .00 .00 .00 .00
0 080330 HIGH POINT CHEMICAL CORP 2,827.05 .00 .00 .00 .00 .00
0 028122 HILL BROTHERS CHEMICAL .00 1,365.00 .00 .00 1,365.00 .00
0 053267 HILTON DAVIS COMPANY 1,042.50 .00 .00 25.00 .00 .00
0 009466 HIMONT USA INC .00 .00 .50 .00 150.00 .00
0 072193 HIMONT USA INC 1,155.00 .00 .00 .00 .00 .00
0 088981 HOECHST CELANESE CHEMICAL 4,488.05 .00 .00 .00 .00 .00
0 001841 HOECHST CELANESE CORP 605.00 164.50 .00 .00 .00 199.80-
0 002480 HOECHST CELANESE CORP 4,229.25 .00 .00 .00 .00 27.50
0 003569 HOECHST CELANESE CORP 1,854.00 .00 .00 .00 .00 166.00
0 004587 HOECHST CELANESE CORP 247.50 .00 .00 .00 .00 .00
0 005563 HOECHST CELANESE CORP 17,515.77 220.00 .00 520.00 .00 82.50
0 006663 HOECHST CELANESE CORP 36,476.68 .00 2,924.60 1,901.00 .00 110.10
0 006742 HOECHST CELANESE CORP 565.00 50.00 .00 .00 .00 884.62
0 009360 HOECHST CELANESE CORP .00 240.00 .00 .00 .00 113.00
0 010438 HOECHST CELANESE CORP 27.50 .00 .00 .00 .00 .00
0 014790 HOECHST CELANESE CORP 110.00 5,165.00 .00 27.50 .00 55.00
0 014850 HOECHST CELANESE CORP 10,920.50 755.00 .00 505.00 .00 588.45
0 015010 HOECHST CELANESE CORP 3,325.50 .00 .00 .00 .00 .00
0 059650 HOECHST CELANESE CORP .00 .00 .00 .00 .00 69.00-
0 060556 HOECHST CELANESE CORP 1,260.00 .00 .00 .00 .00 .00
0 061750 HOECHST CELANESE CORP 1,097.00 .00 .00 .00 .00 .00
0 072471 HOECHST CELANESE CORP 402.50 .00 .00 .00 .00 .00
0 077732 HOECHST CELANESE CORP .00 .00 .00 .00 .00 1,446.94
0 083204 HOECHST CELANESE CORP .00 .00 .00 .00 .00 375.00
0 085890 HOECHST CELANESE CORP .00 27.50 .00 .00 .00 .00
0 060966 HOECHST CELANESE CORP .00 .00 2,582.40 .00 .00 .00
0 038335 HOFFMAN LA ROCHE INC 472.50 .00 .00 .00 .00 .00
0 039050 HOFFMAN LA ROCHE INC 11,563.32 .00 .00 175.00 .00 .00
0 082105 HOFMANN WATER TREATING CO 1,635.31 .00 .00 .00 .00 .00
0 051640 HOLLAND COMPANY INC .00 .00 208.00 26.00 .00 4,767.38
0 009600 HOLLINGSWORTH & VOSE CO 880.55 .00 .00 .00 .00 .00
0 038375 HOLLINGSWORTH & VOSE CO 1,143.00 .00 .00 .00 .00 .00
0 039880 HOLLINGSWORTH & VOSE CO 1,930.36 .00 .00 .00 .00 .00
0 001724 HOLTRA CHEMICAL INC 16,368.00 .00 .00 .00 .00 .00
0 050736 HOLTRA CHEMICAL INC 2,750.50 637.88 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 087882 HOLTRACHEM .00 .00 .00 300.00 .00 .00
0 006144 HOOVER UNIVERSAL INC .00 .00 .00 .00 .00 82.50
0 062420 HOPEWELL REGIONAL FACILIT .00 110.00 55.00 .00 .00 .00
0 083307 HORIZON INDUSTRIES INC 2,862.00 .00 .00 .00 .00 .00
0 081144 HORSEHEAD RESOURCE DEVELO 5,201.18 .00 .00 .00 .00 .00
0 088413 HOUSMEX INC 8,194.00 .00 .00 4,277.00 .00 .00
0 081778 HOWELL CHEMICAL CO 260.00 .00 .00 .00 .00 130.00
0 017750 HOYER USA INCORPORATED 31,624.60 368.00 .00 79.00 .00 786.50
0 078703 HOYER USA INCORPORATED .00 .00 .00 .00 .00 805.50
0 000973 HULS AMERICA 17,562.61 137.50- .00 .00 .00 4,692.69
0 010179 HULS AMERICA 165.00 .00 .00 .00 .00 .00
0 017690 HULS AMERICA 504.00 .00 .00 .00 .00 .00
0 087536 HULS AMERICA 4,014.40 .00 .00 .00 .00 .00
0 087609 HULS AMERICA 6,697.50 .00 3,225.00 .00 3,225.00 3,225.00
0 083772 HULS AMERICA/C/O BDP INT .00 .00 455.00 .00 .00 1,129.30
0 065882 HULS CANADA INC 412.50 .00 .00 .00 .00 4,850.22
0 039415 HUMKO PRODUCTS .00 .00 .00 .00 .00 90.00
0 087427 HUMPHREY CHEMICAL COMPANY 4,316.10 .00 130.00 .00 .00 .00
0 088672 HUMPHREY CHEMICAL COMPANY 2,900.00 .00 2,900.00 .00 .00 .00
0 089826 HUNT PRODUCTS 55.00 .00 .00 .00 .00 .00
0 000952 HUNTSMAN CHEMICAL 672.00 .00 .00 .00 .00 .00
0 019370 HUNTSMAN CHEMICAL 275.00 .00 522.50 275.00 825.00 .00
0 052858 HUNTSMAN CHEMICAL 22,334.00 9,670.50 1,525.00 .00 .00 263.00
0 089978 HUNTSMAN CHEMICAL CORP 6,984.00 .00 .00 .00 .00 .00
0 088107 HUNTSMAN FILM PRODUCTS CO .00 .00 .00 .00 27.50 .00
0 073894 HYCHEM INC .00 .00 .00 .00 .00 .00
0 004168 HYDRITE CHEMICAL COMPANY 2,249.41 265.00 .00 .00 .00 .00
0 087300 HYDRITE CHEMICALS 549.05 .00 .00 .00 .00 558.00
0 087295 HYDRO SERVICES .00 .00 .00 .00 .00 2,115.75
0 006376 I P I 1,481.34 .00 .00 .00 .00 .00
0 033175 I S P CHEMICALS INC 2,806.36 .00 .00 .00 .00 .00
0 007714 IBM CORP 104.00 130.00 .00 104.00 .00 104.00
0 054043 IBM CORP 136.00 .00 .00 .00 .00 .00
0 005600 ICI AMERICAS INC 33,243.82 .00 598.50 150.00 4,346.00 61.69
0 039355 ICI AMERICAS INC .00 .00 .00 .00 .00 50.00
0 039365 ICI AMERICAS INC .00 .00 .00 .00 40.00 .00
0 040400 ICI AMERICAS INC 658.50 184.00 .00 .00 .00 379.50-
0 066083 ICI AMERICAS INC .00 .00 .00 .00 .00 137.50
0 089361 ICI AMERICAS INC 5,477.00 .00 .00 .00 .00 .00
0 089627 ICI AMERICAS INC 3,017.87 .00 .00 .00 .00 .00
0 090076 ICI AMERICAS INC 2,760.00 .00 .00 .00 .00 .00
0 065866 ICI AMERICAS INC/AGRI PRO 165.00 .00 .00 880.00 .00 118.50
0 002558 ICI CANADA INC 3,902.96 .00 .00 .00 .00 225.00
0 010089 ICI CANADA INC 64.20 .00 .00 .00 .00 .00
0 052259 ICI EXPLOSIVES 433.00 433.00 .00 .00 .00 .00
0 002667 ICI NITROGEN PRODUCTS 29,954.39 .00 378.00 571.84 .00 .00
0 050122 ICI SPECIALTY INKS 2,380.00 .00 .00 .00 .00 .00
0 081208 ICS CHEMICAL .00 .00 .00 1,177.50 .00 .00
0 089793 ICS CHEMICAL 3,316.75 .00 .00 .00 .00 .00
0 040380 IDEAL CHEM & SUPPLY 21,908.78 .00 .00 .00 .00 .00
0 040255 IFF 31,130.20 1,690.00 655.00 .00 .00 823.75
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 040275 IFF 260.00 .00 .00 .00 .00 .00
0 087010 IFF DE MEXICO 1,158.00 .00 .00 .00 .00 .00
0 087013 IGI PETROLEUM SPECIALTIES .00 .00 .00 165.00 .00 236.00-
0 000747 IGLOO PRODUCTS CORP 247.50 27.50 110.00 .00 .00 .00
0 026154 IMEX FORWARDING AGENCY 280.00 .00 .00 .00 .00 .00
0 072651 IMPACT PLASTIC INC 8,794.91 .00 .00 .00 .00 .00
0 056265 IMPERIAL OIL LIMITED 82.50 .00 .00 .00 .00 .00
0 045600 IMPERIAL WALLPAPER CO 2,189.44 .00 .00 .00 .00 .00
0 005446 IMPERIAL WEST CHEMICAL CO 58,382.21 .00 5.298.12 2,400.34 356.00 .00
0 075760 INCEPTOR INC 27.50 .00 .00 .00 .00 .00
0 027881 INCO ALLOYS INTERNATIONAL 490.50 .00 .00 .00 .00 .00
0 072098 INCO ALLOYS INTERNATIONAL 348.00 .00 .00 .00 .00 .00
0 041640 INCO LTD 6,814.97 .00 .00 .00 .00 .00
0 023118 INDCO INC 1,440.00 .00 .00 .00 .00 .00
0 007253 INDEPENDENT CEMENT CORP 740.08 862.12 200.00 264.63 80.00 1,795.55
0 008674 INDEPENDENT CEMNET CORP .00 .00 .00 .00 .00 133.43-
0 088708 INDOLEX 53.50 .00 .00 .00 .00 .00
0 005168 INDOPCO INC 110.00 .00 .00 .00 .00 .00
0 050287 INDUSTRIAL ADHESIVES .00 .00 .00 45.00 .00 .00
0 064289 INDUSTRIAL CHEM-TEX 2,186.04 .00 .50 .00 .00 .00
0 054680 INDUSTRIAL CHEMICALS 27.50 .00 .00 .00 .00 .00
0 089756 INDUSTRIAL CHEMICALS 416.24 .00 .00 .00 .00 .00
0 071713 INDUSTRIAL GENERAL CORP 5,217.84 .00 .00 .00 .00 .00
0 077400 INDUSTRIAL SOLVENTS CORP .00 .00 .00 .00 .00 2,379.42
0 061372 INDUSTRIAS ASTROL 900.00 .00 .00 .00 .00 .00
0 080421 INDUSTRIAS RESISTOL S A .00 .00 .00 .00 .00 1,950.00
0 076325 INGRAM BARGE 480.00 .00 .00 .00 .00 .00
0 090068 INLAND FISHER GUIDE RIMIR 2,499.00 .00 .00 .00 .00 .00
0 058990 INLAND ORANGE INC .00 .00 .00 .00 .00 600.00
0 033920 INLAND ROME INC 2,895.59 .00 .00 .00 .00 .00
0 043960 INDLEX CORPORATION 21,161.88 .00 .00 .00 .00 209.00
0 041390 INSTA FOAM 192.50 .00 .00 .00 .00 235.00
0 068915 INSULATING MATERIALS INC 2,249.50 .00 .00 .00 .00 141.52
0 069819 INTAC AUTOMATIVE PRDT INC 1,676.00 .00 .00 .00 .00 .00
0 056570 INTER PACK CORP 573.00 .00 .00 .00 .00 .00
0 076879 INTERAMERICA FORWARDING 980.00 .00 .00 .00 .00 .00
0 085243 INTERCONTINENTAL FWG 2,470.00 .00 .00 .00 .00 .00
0 089542 INTERCORP MEXICO S A DE C 2,458.00 .00 .00 .00 .00 .00
0 078719 INTERCORP MEXICO S A DE C 3,752.00 .00 .00 .00 .00 .00
0 074110 INTERFLOW USA 11,165.97 .00 .00 .00 .00 3,461.22
0 022312 INTERLUBE CORPORATION .00 .00 .00 .00 .00 2,133.51
0 064466 INTERNATIONAL CONTAINER 16,450.18 13,581.30 5,532.53 1,665.00 .00 13,479.48
0 082379 INTERNATIONAL CONTAINER 1,736.23 .00 .00 .00 .00 .00
0 000205 INTERNATIONAL PAPER CO 735.17 .00 .00 .00 .00 .00
0 001438 INTERNATIONAL PAPER CO 15,084.00 210.00 402.50 75.00 .00 .00
0 010193 INTERNATIONAL PAPER CO .00 .00 .00 .00 229.10 111.65
0 027231 INTERNATIONAL PAPER CO 1,835.00 .00 .00 .00 .00 .00
0 040575 INTERNATIONAL PAPER CO .00 .00 .00 .00 .00 777.00
0 041120 INTERNATIONAL PAPER CO 7,959.75 .00 100.00 .00 192.50 .00
0 041610 INTERNATIONAL PAPER CO .00 .00 .00 27.50 .00 63.50
0 053229 INTERNATIONAL PAPER CO .00 3,771.00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 084292 INTERNATIONAL PAPER CO 509.00 .00 .00 .00 .00 82.50
0 089827 INTERNATIONAL PAPER CO 1,164.00 .00 .00 .00 .00 .00
0 008161 INTERNATIONAL PERMALITE 617.80 .00 .00 .00 298.40 1,369.21
0 086418 INTERNATIONAL RESOURCES I .00 .00 .00 .00 .00 635.18
0 052479 INTERPLAST UNIVERSAL IND 137.50 .00 .00 .00 .00 .00
0 001057 INTERPLASTICS CORPORATION .00 .00 .00 .00 395.00 .00
0 058104 INTERPOLYMER CORP 24,038.50 .00 .00 .00 .00 720.00-
0 072655 INTERPROVINCIAL COOPERATI 160.00 .00 .00 .00 .00 .00
0 007323 INTERSOL IND CORP .00 2,250.01 .00 .00 .00 .00
0 004841 INTERSTATE CHEMICAL CO .00 .00 .00 .00 .00 230.00
0 074498 INTERSTATE CHEMICAL CO 91.75 .00 .00 .00 .00 .00
0 041810 INTERSTATE CONTAINER CO .00 .00 .00 .00 .00 110.00
0 081678 INTERSTATE RACING FUEL .00 .00 .00 .00 .00 137.50
0 082904 INTROSUL INC .00 .00 .00 .00 .00 125.00
0 089011 INX INTERNATIONAL INK CO 1,155.32 .00 .00 .00 .00 .00
0 087327 IONPURE TECHNOLOGIES CORP .00 .00 .00 .00 .00 45.00-
0 050837 ISOCYANATE PRODUCTS INC .00 90.00 .00 .00 .00 601.80
0 084353 ITT TEVES AMERICA 945.01 .00 .00 .00 .00 .00
0 089142 ITTC 27,831.42 .00 .00 .00 .00 .00
0 089058 ITW DEVCON 82.50 247.50 .50 .00 .00 .00
0 072359 IVAX INDUSTRIES 522.50 .00 .00 .00 .00 82.50
0 053831 IVEX CORPORATION 1,036.00 .00 .00 .00 .00 .00
0 074969 IZUMI CORPORATION 26,908.92 .00 .00 3,863.68 .00 8,071.37
0 042240 J & L SPECIALTY PRODUCTS 82.50 151.25 .00 .00 .00 .00
0 007342 J B EURELL COMPANY .00 .00 .00 .00 .00 920.00
0 006949 J L PRESCOTT COMPANY 488.00 .00 .00 .00 .00 .00
0 086356 J M HUBER CORPORATION 22,000.00 .00 .00 .00 .00 .00
0 051309 J R SIMPLOT COMPANY 358.91 .00 .00 .00 .00 .00
0 088024 J STERLING SERVICE CO .00 .00 .00 .00 550.00 .00
0 062498 J T BAKER CHEMICAL CO .00 .00 1,108.69 363.72 .00 1,522.75-
0 006300 J T BAKER INC 35,685.25 4,876.57 .00 .00 .00 82.50-
0 090241 JACKSON CHEMICAL 1,690.31 .00 .00 .00 .00 .00
0 078804 JACKSON IND UNIFORM SERVI 48.00 .00 .00 .00 .00 .00
0 004439 JAMES RIVER CORPORATION 8,341.81 .00 .00 .00 .00 .00
0 063383 JAMES RIVER CORPORATION .00 1,345.00 .00 27.50 .00 .00
0 069250 JAMES RIVER CORPORATION 655.00 .00 .00 .00 .00 .00
0 090099 JAMES RIVER CORPORATION 1,006.80 .00 .00 .00 .00 .00
0 059215 JAMESTOWN PLYWOOD .00 .00 .00 .00 .00 110.00
0 003407 JEEP CORPORATION 27.50 .00 .00 .00 .00 .00
0 009674 JET PLASTICA .00 .00 .00 .00 .00 110.00
0 000209 JETCO CHEMICAL INC 40.00 .00 .00 .00 .00 .00
0 023550 JOHN C DOLPH 82.50 192.50 165.00 217.00- .00 .00
0 064698 JOHN DEERE & COMPANY 2,642.50 .00 .00 .00 .00 .00
0 038640 JOHN R HESS & SONS INC 1,448.50 .00 .00 .00 .00 .00
0 086235 JOHNSON & JOHNSON 18,212.70 .00 .00 .00 .00 14,667.20-
0 087308 JOHNSON & JOHNSON 5,778.00 6,000.00 .00 .00 9,000.00- 6,032.50-
0 084251 JOHNSON & JOHNSON INC 2,876.10 .00 .00 .00 .00 .00
0 060952 JOHNSON CONTROLS INC 27.50 .00 .00 137.50 .00 82.50
0 077024 JOHNSON CONTROLS INC 27.50 .00 .00 .00 .00 .00
0 082710 JOHNSON CONTROLS INC .00 .00 .00 137.50 .00 .00
0 039530 JOHNSON CONTROLS LTD .00 .00 .00 .00 .00 135.00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 082015 JOHNSON MERCHANTILE CO .00 .00 .00 .00 .00 150.00
0 042340 JONES CHEMICAL COMPANY 539.80 100.00 50.00 100.00 .00 259.00
0 065974 JONES CHEMICAL COMPANY .00 .00 .00 .00 407.40 1,222.44
0 052161 JONES HAMILTON 13,476.90 .00 .00 .00 .00 .00
0 056287 JONES PLASTIC & ENGINEERI 2,021.10 .00 .00 .00 .00 1,100.00
0 061039 JUAN B CARRANZA 140.00 .00 .00 .00 .00 .00
0 089600 JUAN DURAN FWG 900.00 .00 .00 .00 .00 .00
0 055140 K & D INDUSTRIAL CLEANERS 893.50 .00 .00 .00 .00 .00
0 088345 K & S INDUSTRIES LTD 1,634.00 .00 .00 .00 .00 .00
0 010348 K CHEMICAL CORPORATION 1,920.00- .00 .00 .00 .00 .00
0 067280 K J QUINN & COMPANY .00 82.50 .00 .00 .00 165.00
0 052250 KAISER ALUMINUM & CHEM 4,196.92 .00 .00 .00 .00 .00
0 079493 KAISER ALUMINUM & CHEM 5,040.00 .00 .00 .00 .00 .00
0 013462 KALAMA CHEMICAL INC .00 .00 45.00- .00 .00 .00
0 080324 KALAMA INTERNATIONAL 737.50 .00 .00 .00 .00 .00
0 079107 KANEDMATSU-GOSHO USA INC 3,109.00 .00 .00 .00 .00 .00
0 089366 KARLSHAMNS USA INC 131.30 .00 .00 .00 .00 .00
0 081105 KELMAR 82.50 .00 .00 .00 .00 .00
0 056091 KEMIRA INC 2,970.86 .00 .00 .00 .00 .00
0 005241 KEMIRA INCORPORATED 1,982.30 .00 .50 .00 .00 .00
0 066401 KEMTEC, INC .00 .00 .00 .00 .00 36,406.78
0 059104 KENSINGTON CORPORATION 1,053.58 .00 .00 728.84 844.00 10,173.95
0 064942 KENSINGTON CORPORATION .00 .00 .00 .00 104.00 .00
0 015446 KERR MC GEE CHEMICAL CORP 2,720.00 .00 .00 .00 .00 .00
0 001036 KIMBERLY CLARK CORP .00 .00 .00 .00 .00 192.50
0 042695 KIMBERLY CLARK CORP 120.00 .00 .00 .00 .00 .00
0 043320 KIMBERLY CLARK CORP 177.61 .00 .00 .00 .00 .00
0 076895 KIMBERLY CLARK CORP 115.00 .00 .00 .00 .00 .00
0 089348 KIMBERLY CLARK CORP 5,108.63 .00 .00 .00 .00 .00
0 063833 KIMBERLY-CLARK CORP 27.50 .00 .00 .00 .00 .00
0 060688 KING FINISHING 909.30 .00 .00 .00 .00 .00
0 084232 KINGS LABORATORY INC .00 .00 .00 .00 .00 110.00
0 051494 KIWI BRANDS INC 1,391.50 .00 .00 .00 .00 .00
0 083229 KLAMATH DOORS 1,548.60 .00 .00 .00 .00 .00
0 043450 KLEEN BRITE LABORATORIES 11,266.50 .00 .00 .00 .00 .00
0 006118 KMCO INCORPORATED 100.00 .00 .00 .00 .00 .00
0 086891 KOCH MATERIALS CO 3,811.68 .00 .00 .00 .00 .00
0 078465 KOCH MATERIALS COMPANY .00 .00 .00 .00 .00 1,645.70-
0 078993 KOCH MATERIALS COMPANY 1,105.00 .00 .00 .00 .00 .00
0 002714 KOCH SERVICE INC 192.50 .00 .00 .00 .00 .00
0 057843 KOCH SULFUR PRODUCTS .00 .00 .00 .00 .00 511.74
0 057980 KOHLER COMPANY 55.00 .00 .00 .00 .00 .00
0 083780 KOKOKU STEEL CORP 55.00 .00 .00 .00 .00 .00
0 008997 KOLMAR LABORATORIES INC 26.26 .00 .00 .00 .00 .00
0 009649 KOPPERS INDUSTRIES INC 55.00 .00 .00 .00 .00 .00
0 044440 KOPPERS INDUSTRIES INC 183,898.40 8,906.90 4,917.00 615.00 484.00 2,408.00
0 077479 KOPPERS INDUSTRIES INC .00 .00 .00 .00 2,059.20 .00
0 086667 KOPPERS INDUSTRIES INC 92,333.70 6,210.60 959.90 3,774.13 1,699.20 3,811.20
0 082602 KOST GROUP .00 .00 .00 .00 .00 50.00
0 005311 KRACO ENTERPRISES INC .00 .00 .00 .00 82.50 220.00
0 084427 KRAFT GENERAL FOODS .00 82.50 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 025139 KRAFT INC DAIRY GROUP .00 55.00 275.00 .00 55.00 .00
0 044650 KRAMMER CHEMICAL 3,923.30 .00 .00 160.00 130.00 2,993.06
0 083829 KRONOS .00 577.50 .00 52.50 .00 .00
0 023462 KRONOS CANADA INC 12,222.49 .00 .00 .00 .00 262.16
0 088282 KRONOS, INC. 2,772.60 .00 .00 .00 .00 .00
0 086952 KROPP FORGE DIVISION 2,072.00 518.00 488.00 1,040.00 .00 .00
0 082808 KY IN CLAY COMPANY .00 .00 .00 .00 .00 110.00
0 076980 KYSOR NEEDHAM .00 .00 40.00 .00 60.00 .00
0 089935 KYZEN CORPORATION 1,075.77 .00 .00 .00 .00 .00
0 013446 L & F PRODUCTS 27.50 .00 .00 .00 .00 .00
0 071090 L B RUSSELL CHEMICAL CO 1,713.00 .00 .00 .00 .00 .00
0 064659 L C I LAY-CEE INC 7,034.00 .00 .00 .00 .00 .00
0 023715 L C I LIMITED 8,947.50 .00 .00 .00 .00 .00
0 014640 L C P CHEMICALS .00 .00 .00 .00 .00 27,320.93
0 016698 L C P CHEMICALS .00 .00 .00 .00 .00 480.65
0 064936 L C P CHEMICALS .00 .00 .00 .00 .00 3,610.20
0 083052 L C P CHEMICALS 4,725.43 879.50 1,827.01 886.96 2,778.08 14,768.38
0 083055 L C P CHEMICALS .00 .00 .00 .00 .00 1,044.00
0 084350 L M R 11,545.00 .00 .00 .00 .00 .00
0 089208 LA FORGE CORPORATION 36.26- .00 .50 .00 .00 .00
0 010603 LA ROCHE INDUSTRIES 3,810.20 .00 .00 .00 .00 .00
0 085270 LA ROCHE INDUSTRIES 495.59 .00 .00 .00 .00 .00
0 010201 LABBCO INCORPORATED 1,426.31 .00 .00 .00 .00 .00
0 078214 LACLEDE STEEL 223.60 .00 .00 .00 .00 .00
0 087200 LACLEDE STEEL 12,637.75 .00 .00 .00 .00 .00
0 085931 LACLEDE STEEL CO 1,983.75 .00 .00 .00 .00 .00
0 066615 LAID LAW ENVIRONMENTAL .00 .00 .00 .00 .00 535.20
0 071453 LAID LAW ENVIRONMENTAL .00 .00 .00 .00 .00 149.63
0 078334 LAID LAW ENVIRONMENTAL 1,558.50 .00 .00 .00 .00 .00
0 081697 LAIDLAW ENVIRONMENTAL SER 288.75 .00 .00 .00 .00 .00
0 065328 LAKE RIVER TERMINAL 275.00 .00 .00 .00 .00 .00
0 089945 LALLEMAND INC 294.25 .00 .00 .00 .00 .00
0 057642 LAMSTEEL CORP .00 .00 .00 .00 .00 1,492.00
0 075460 LAND-LINK TRAFFIC SERVICE 3,391.50 1,822.50 662.50 .00 .00 .00
0 086601 LARRY E TYREE CO INC 3,255.00 .00 .00 .00 .00 .00
0 089599 LARSON INTERMODAL 60.00 .00 .00 .00 .00 .00
0 061990 LAS VIRGENES WATER DIST .00 .00 .00 104.00 104.00 208.00
0 003621 LATICRETE INTERNATIONAL 405.00 .00 .00 .00 .00 .00
0 089497 LAUGHLIN TOWING 1,269.00 .00 .00 .00 .00 .00
0 079998 LAVO LTEE .00 .00 .00 .00 257.50 .00
0 005397 LAWRENCE MC FADDEN 746.94 .00 .00 .00 .00 .00
0 079240 LE CHEM .00 .00 .00 .00 40.00 .00
0 054773 LE JO ENTERPRISES .00 .00 .00 .00 569.98 .00
0 004703 LEA LUMBER & PLYWOOD 55.00 .00 .00 .00 .00 .00
0 009166 LEAR SIEGLER INC 286.00 442.00 712.00 .00 .00 .00
0 076694 LEDERLE LABORATORIES 367.64 .00 .00 .00 .00 .00
0 075384 LEHIGH MARBLE .00 .00 .00 .00 .00 165.00
0 005741 LEHIGH PORTLAND CEMENT 27.50 .00 .00 .00 .00 .00
0 011029 LEN RON MFG COMPANY 1,231.50 .00 .00 .00 .00 46.00
0 053502 LENAPE CHEMICALS INC 14,807.90 287.00 1,235.44 .00 35.00 1,810.00
0 065847 LES TRANSPORTS PROVOST 260.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 000615 LESCHACO INCORPORATED 5,807.00 455.93 .00 326.00 651.00 11,433.17
0 024869 LESCHACO INCORPORATED .00 .00 .00 .00 .00 287.50
0 028412 LESCHACO INCORPORATED .00 .00 .00 .00 .00 506.00-
0 074319 LESCHACO INCORPORATED .00 332.00 .00 .00 .00 .00
0 089508 LETSOS COMPANY 40.00 .00 .00 .00 .00 .00
0 008147 LEVER BROTHERS COMPANY 9,820.53 .00 .00 .00 .00 343.90
0 044095 LEVER BROTHERS COMPANY .00 .00 .00 .00 .00 2,750.00
0 046580 LEVER BROTHERS COMPANY .00 .00 .00 .00 .00 247.50
0 056937 LEVER/DIV OF CANADA INC .00 .00 .00 .00 .00 533.75
0 028608 LIBERTY SOLVENTS & CHEM 445.50 .00 .00 .00 .00 .00
0 081775 LIGNOTECH U. S. INC 275.00 .00 .00 .00 .00 .00
0 087696 LILLY IND COATINGS INC 2,891.50 .00 .00 .00 .00 .00
0 085431 LILLY INDUSTRIES INC 82.50 .00 .00 .00 .00 .00
0 086461 LINDALE MANUFACTURING .00 .00 .00 .00 3,227.00 .00
0 089883 LINDE GAS 24.68 .00 .00 .00 .00 .00
0 006425 LION OIL COMPANY 1,675.81 .00 .00 .00 .00 .00
0 022738 LIQUID CARBONIC CORP 5,752.50 .00 .00 .00 .00 .00
0 084539 LIQUID CARBONIC CORP 6,492.97 .00 .00 .00 .00 .00
0 086934 LIQUID CARBONIC CORP 1,001.63 .00 .00 .00 .00 .00
0 025743 LIQUID TRANSPORTERS INC .00 .00 .50 .00 .00 461.00
0 051103 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 1,535.98
0 007230 LOGAN ALUMINUM 24.00 .00 .00 .00 .00 .00
0 089678 LOGISTICS MANAGEMENT SYST 750.00 .00 .00 .00 .00 .00
0 080639 LOMAS INTERNATIONAL .00 .00 300.00 .00 .00 .00
0 084818 LONG ISLAND LIGHTING CO .00 .00 .00 .00 .00 750.00
0 004691 LONG ISLAND PAINT & CHEM .00 .00 .00 .00 .00 125.00
0 005534 LONZA INC 4,718.76 .00 .00 .00 .00 267.50
0 010458 LONZA INC 1,217.00 .00 .00 .00 .00 488.83
0 034820 LONZA INC 110.00 .00 .00 .00 .00 .00
0 044725 LONZA INC 275.00 .00 .00 .00 .00 1,594.80
0 065202 LOPEZ I HIJOS .00 .00 100.00 .00 .00 .00
0 044765 LORD CORPORATION 55.00 .00 .00 .00 .00 .00
0 054643 LOUISIANA PACIFIC .00 .00 .00 48.00 .00 .00
0 011971 LOXCREEN CORPORATION 27.50 .00 .00 .00 .00 .00
0 000116 LTV STEEL COMPANY 412.50 .00 .00 .00 .00 .00
0 041915 LTV STEEL COMPANY 1,621.00 .00 .00 .00 .00 .00
0 054077 LTV STEEL COMPANY 110.00 .00 .00 .00 .00 .00
0 003069 LUBRICATING SPECIALTIES 10,718.15 .00 .00 .00 .00 .00
0 000924 LUBRIZOL CORPORATION 276.00 .00 .00 .00 .00 .00
0 010037 LUBRIZOL CORPORATION 1,035.23 .00 .00 .00 .00 .00
0 026669 LUBRIZOL CORPORATION 1,227.50 .00 .00 .00 .00 .00
0 047580 LUBRIZOL CORPORATION 82.50 .00 .00 .00 .00 .00
0 005920 LUDLOW CORPORATION 390.00 .00 .00 .00 .00 .00
0 047770 LYMAN PRINT & FINISHING 705.00 .00 .00 .00 .00 .00
0 006319 LYONDELL PETRO CHEM CO 27.50 .00 .00 .00 .00 .00
0 069523 LYONDELL PETRO CHEM CO 8,186.70 .00 .00 .00 .00 .00
0 078433 LYONDELL PETRO CHEM CO 227.50 .00 .00 .00 .00 .00
0 052850 M & M MARS 14,147.78 .00 .00 .00 .00 646.23-
0 007446 M A BRUDER & SONS 55.00 .00 .00 .00 .00 .00
0 088025 M I DRILLING 8,061.75 .00 .00 .00 .00 .00
0 016792 M I DRILLING FLUIDS COMPA 7,612.48 2,535.12- .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 048140 M I HOLDINGS .00 .00 960.75- .00 .00 .00
0 046215 MAC DERMID INC 105.04 .00 .00 .00 .00 .00
0 058900 MAC TAC CANADA LTD .00 .00 .00 .00 .00 460.00
0 080195 MACK TRUCK INC 3,332.43 .00 .00 .00 .00 442.41
0 075195 MACTAC 330.00 .00 .00 .00 .00 .00
0 080139 MAERSK CONTAINER .00 .00 .00 .00 .00 1,874.64
0 077205 MAGNATEK ELECTRIC INC 1,288.05 .00 .00 .00 .00 .00
0 090061 MAGNETEK ELECTRIC INC 1,270.58 .00 .00 .00 .00 .00
0 081287 MAINE PLASTICS INC 467.50 .00 .00 .00 .00 .00
0 006785 MAJOR PAINT & VARNISH .00 .00 .00 .00 165.00 .00
0 048090 MALCO PRODUCTS .00 .00 .00 .00 .00 803.00
0 088734 MALETTE KRAFT PULP & PAPE 5,031.59 .00 .00 .00 .00 .00
0 006652 MALLINCKRODT INC 516.50 .00 .00 .00 .00 .00
0 046485 MALLINCKRODT INC 192.50 .00 .00 .00 .00 .00
0 067288 MALLINCKRODT INC 5,349.74 .00 .00 .00 .00 .00
0 008884 MANHATTAN PRODUCTS 165.00 .00 .00 .00 .00 .00
0 048400 MANLEY REGAN CHEMICAL CO .00 .00 .00 .00 .00 46.00-
0 048350 MANNINGTON MILLS INC 27.50 .00 .00 .00 .00 .00
0 024368 MAPCO PETROLEUM INC 521.45 .00 .00 .00 .00 .00
0 010552 MARCAL PAPER 584.50 .00 .50 .00 .00 .00
0 058221 MARCHEM PLASTICS 55.00 .00 .00 .00 .00 .00
0 070464 MARSULEX 6,297.30 .00 .00 .00 .00 247.05
0 022667 MARTIN MARIETTA CORP .00 .00 .00 .00 .00 75.00
0 075119 MARTIN MARIETTA CORP 12,691.34 .00 234.50- .00 .00 638.00-
0 017586 MARTIN SURFACING & DECKIN 27.50 84.00 .00 .00 .00 2,353.00
0 089480 MASON METALS 192.50 .00 .00 .00 .00 .00
0 084153 MASONITE CORP 1,225.89 .00 .00 .00 .00 .00
0 047095 MASONITE CORPORATION 510.50 .00 .00 .00 .00 .00
0 017251 MASTER BUILDERS 3,650.00 .00 .00 .00 .00 .00
0 025245 MASTER BUILDERS 6,996.00 .00 .00 .00 .00 .00
0 012934 MASTERPAK SA DE CV S 280.00 .00 .00 .00 .00 .00
0 057254 MASTERPAK SA DE CV S .00 .00 .00 .00 .00 810.00
0 078451 MASTERPAK SA DE CV S .00 .00 .00 .00 .00 210.00-
0 078453 MASTERPAK SA DE CV S 2,790.00 .00 .00 .00 .00 .00
0 078454 MASTERPAK SA DE CV S .00 .00 .00 .00 .00 1,134.70
0 082649 MATCHLESS METALPOLISH .00 .00 .00 .00 .00 137.50
0 088694 MATERIAL RESOURCES INC .00 695.00 .00 .00 .00 .00
0 054213 MATHCO CO .00 .00 .00 .00 .00 451.00-
0 016894 MATHIESON GAS 800.00 .00 .00 .00 .00 .00
0 062372 MATLACK INC 1,615.93 .00 .00 52.17- .00 .00
0 064341 MATLACK INC .00 .00 .00 .00 .00 1,586.60
0 066424 MATLACK INC 20,166.41 50.50 .00 .00 .00 .00
0 082572 MATTEL INC 9,480.00 .00 .00 .00 .00 .00
0 089067 MATYHY CONSTRUCTION .00 247.50 .00 .00 .00 .00
0 077817 MAYCO OIL & CHEMICAL CO 2,822.85 2,145.00 2,097.50 2,230.50 .00 .00
0 050060 MAYO CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00
0 060751 MAZDA MOTO MFG .00 .00 .00 .00 .00 45.00-
0 015903 MC DONNELL DOUGLAS CORP .00 .00 .00 .00 .00 63.00
0 062435 MC GRAW EDISON COMPANY .00 .00 .00 .00 .00 585.77
0 011334 MC NEIL CPC 5,886.90 .00 .00 .00 .00 .00
0 004588 MC WHORTER INC 27.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 027286 MCCOLL FRONTENAC INC .00 .00 .00 .00 .00 183.60-
0 012214 MCLAUGHLIN GORMLEY 2,911.50 .00 .00 .00 .00 .00
0 007973 MEAD COATED BOARD INC 375.00 .00 .00 .00 .00 .00
0 051000 MEAD CORPORATION 2,209.41 .00 .00 .00 .00 125.00-
0 071158 MEAD INK PRODUCTS .00 .00 .00 .00 .00 200.00
0 082610 MEAD PRODUCTS .00 55.00 .00 .00 .00 .00
0 008729 MEDINA FORWARDING COMPANY 650.00 .00 .00 .00 .00 .00
0 073066 MEGALOID LABORATORIES .00 .00 .00 .00 .00 598.00
0 020593 MEIER STONE COMPANY .00 .00 .00 58.50 .00 .00
0 088082 MENNEN CO LTD 27.50 82.50 .00 .00 .00 .00
0 051540 MENNEN COMPANY 82.50 .00 .00 .00 .00 .00
0 047525 MERCK & COMPANY INC 31,810.94 .00 .00 .00 .00 .00
0 051490 MERCK & COMPANY INC 41,344.21 .00 .00 .00 .00 1,112.35
0 051500 MERCK & COMPANY INC 632.50 587.50 .00 .00 .00 .00
0 051510 MERCK & COMPANY INC 2,707.60 .00 .00 .00 .00 .00
0 077973 MERCK & COMPANY INC 398.75 .00 .00 .00 .00 137.50
0 082910 MERCK & COMPANY INC .00 .00 .00 .00 .00 2,160.00
0 051460 MERICHEM COMPANY 9,300.68 .00 302.50 .00 .00 .00
0 076774 MERICHEM COMPANY 2,432.11 .00 .00 .00 .00 .00
0 085195 MERRAND INTERNATIONAL 110.00 .00 .50 589.00- 110.00 2,750.00
0 089367 MET ELECTRIC TESTING CO I 2,279.25 .00 .00 .00 .00 .00
0 023126 METAL WORKING LUBRICANTS 2,392.50 357.50 385.00 1,234.00 55.00 1,826.50
0 047665 METALPLATE GALVANIZING IN 17,960.00 .00 .00 .00 .00 48.00
0 051610 METALPLATE GALVANIZING IN .00 .00 .00 .00 .00 815.32-
0 000385 METROPOLITAN EDISON CO 427.96 .00 .00 .00 .00 .00
0 087839 METROPOLITAN ENVIRONMENTA .00 .00 .00 1,105.50 .00 1,146.17
0 089947 MEUSCA & INTERNATIONAL FW 450.00 .00 .00 .00 .00 .00
0 022441 MFG CHEMICAL & SUPPLY 343.75 .00 .00 .00 .00 .00
0 001667 MICHELIN TIRE AMERICAS SE 99.00 75.00 .00 .00 .00 1,859.99
0 082896 MICHELIN TIRES 407.50 357.50 .00 .00 .00 .00
0 017987 MICHELMAN INC 262.50 .00 .00 .00 .00 .00
0 061463 MICHIGAN PAPERBOARD CO .00 123.75 206.25 55.00 .00 123.75
0 089021 MID MONROE PETROLEUM CO 3,100.31 .00 .00 .00 .00 .00
0 011906 MID SOUTH WIRE COMPANY 574.87 .00 .00 .00 .00 .00
0 086127 MID STATE OIL COMPANY 950.40 .00 .00 .00 .00 .00
0 014919 MID STATES CHEMICAL CO 9,581.38 .00 .00 .00 .00 .00
0 000459 MID-CONTINENT 17,126.00 165.00 .00 .00 .00 .00
0 051850 MIDDLETOWN ICE & COAL 1,273.08 .00 .00 .00 .00 .00
0 074324 MIDWEST INDUSTRIAL SUPPLY .00 .00 .00 .00 .00 27.50
0 086109 MIGUEL SALINAS FWG 900.00 .00 .00 .00 .00 .00
0 074731 MIKI SANGYO 1,764.00 .00 .00 .00 .00 .00
0 009841 MILES INC 270,009.53 2,297.25- 227.50 11,726.12 2,138.97 1,590.94
0 015655 MILES INC 3,987.25 .00 .00 .00 .00 .00
0 048455 MILES INC 790.00 165.00 .00 .00 .00 .00
0 052970 MILES INC 105,417.00 23,155.00 1,472.50 33,345.00 522.50 3,505.00
0 053100 MILES INC 673,811.97 5,338.17 75.00 125.00 17.50- 1,335.03-
0 077812 MILES INC 27,227.38 4,870.59 .00 .00 960.00 .00
0 085366 MILES INC 83,265.00 .00 .00 .00 .00 .00
0 000570 MILLER BREWING COMPANY 137.50 .00 .00 .00 .00 .00
0 002798 MILLER PLUMBING & HEATING 454.50 .00 .00 .00 .00 .00
0 052550 MILLIKEN & COMPANY 3,514.62 .00 1,706.42 1,833.04 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 065448 MILPARK DRILLING .00 577.50 .00 .00 .00 .00
0 085621 MILTON PLASTICS .00 .00 .00 .00 .00 1,409.00
0 088817 MINCHEM CANADA LTD 462.00 .00 .00 .00 .00 .00
0 001709 MINE SAFETY APPLIANCE 27.50 .00 .00 .00 .00 .00
0 014354 MINNESOTA MINING & MFG CO 82.50 .00 .00 .00 .00 .00
0 033580 MINNESOTA MINING & MFG CO .00 25.00 .00 .00 .00 75.00
0 052690 MINNESOTA MINING & MFG CO 110.00 .00 .00 .00 .00 .00
0 075341 MINNESOTA MINING & MFG CO 45.00 .00 .00 .00 .00 .00
0 050156 MISCO PRODUCTS CORPORATIO 1,768.25 .00 .00 .00 .00 .00
0 078684 MISTRAL TRADE CORPORATION 560.00 .00 .00 .00 .00 .00
0 073651 MITSUI OSK LINES 260.00 .00 385.00 501.40 .00 2,120.20
0 005589 MOBIL CHEMICAL CORP 514.00 .00 .00 .00 .00 4,692.94
0 069108 MOBIL CHEMICAL CORP 467.50 .00 .00 .00 .00 .00
0 066903 MOBIL CHEMICAL CORPORATIO 10,246.00 55.00 .00 .00 590.00 2,744.25
0 089568 MOBIL CHEMICAL CORPORATIO 3,982.50 .00 .00 .00 .00 .00
0 015086 MOBIL CHEMICAL CORPORATIO 13,442.59 .00 .00 .00 .00 889.00
0 025679 MOBIL OIL CORPORATION .00 1,163.40 .00 .00 .00 .00
0 057068 MOBIL OIL CORPORATION 2,194.00 .00 .00 .00 .00 .00
0 067515 MOBIL OIL CORPORATION 4,545.50 .00 .00 .00 .00 .00
0 071649 MOBIL OIL CORPORATION 402.50 .00 .00 .00 .00 249.00
0 075330 MOBIL OIL CORPORATION .00 .00 .00 .00 .00 4,436.40
0 075490 MOBIL OIL CORPORATION 844.04 .00 110.00 30.00 .00 3,574.00
0 061224 MOBIL PROCESS TECHNOLOGY 1,801.60 .00 .00 .00 .00 .00
0 064003 MOBIL RESEARCH CENTER .00 .00 .00 .00 .00 173.25
0 089456 MOCK RESOURCES 1,294.00 .00 .00 .00 .00 .00
0 086940 MODERN TOOL & DYE 3,893.56 .00 .00 .00 .00 .00
0 075636 MONA INDUSTRIES 27.50 45.00 .00 .00 .00 288.50
0 057957 MONOGAHELA POWER COMPANY 8,376.11 .00 .00 .00 .00 .00
0 074268 MONROE AUTO EQUIPMENT 1,476.60 .00 .00 .00 .00 .00
0 049335 MONSANTO CANADA INC 412.50 .00 .00 .00 .00 3,048.01
0 085038 MONSANTO CHEMICAL COMPANY .00 .00 .00 .00 .00 400.00-
0 003310 MONSANTO COMPANY 82.50 .00 .00 .00 .00 .00
0 004651 MONSANTO COMPANY 55.00 .00 .00 .00 .00 .00
0 007939 MONSANTO COMPANY 27.50 .00 .00 .00 .00 247.50-
0 015016 MONSANTO COMPANY 837.50 .00 .00 .00 .00 .00
0 053470 MONSANTO COMPANY 309.00 .00 .00 .00 .00 .00
0 053490 MONSANTO COMPANY 89,229.47 3,668.99 1,427.87 .00 1,100.12 1,475.94
0 053520 MONSANTO COMPANY 3,849.62 178.75 .00 .00 .00 .00
0 053530 MONSANTO COMPANY 3,697.39 .00 .00 .00 .00 .00
0 053610 MONSANTO COMPANY 5,609.34 .00 .00 .00 .00 .00
0 053800 MONSANTO COMPANY 4,300.48 .00 .00 .00 .00 25.00
0 053880 MONSANTO COMPANY .00 .00 .00 .00 .00 714.75
0 058407 MONSANTO COMPANY 5,269.70 .00 330.00 .00 .00 495.00
0 063354 MONSANTO COMPANY 556.70 .00 .00 .00 .00 .00
0 078586 MONSANTO COMPANY 903.15 .00 .00 .00 .00 112.50-
0 082790 MONSANTO COMPANY 5,060.75 .00 137.50 .00 .00 120.25
0 082950 MONSANTO COMPANY 185.00 .00 .00 .00 .00 137.50
0 086361 MONSANTO COMPANY .00 .00 .00 .00 .00 55.00-
0 089567 MONSANTO COMPANY 5,050.00 .00 .00 .00 .00 .00
0 090014 MONSANTO COMPANY 12,627.17 .00 .00 .00 .00 .00
0 049405 MONSEY PRODUCTS COMPANY 2,482.79 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 072565 MONSEY PRODUCTS COMPANY 1,037.00 .00 .00 .00 .00 .00
0 087131 MONTGOMERY INTERMODAL 79.00 .00 .00 .00 .00 .00
0 054110 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 781.33-
0 089830 MOORE ASPHALT CO 80.00 .00 .00 .00 .00 .00
0 008873 MORTON CHEMICAL COMPANY 3,480.00 .00 .00 .00 .00 1,319.44
0 006674 MORTON INT'L SPECIALITY C 777.68 .00 .00 .00 .00 .00
0 066373 MORTON INT'L SPECIALTY CH 1,989.60 .00 .00 .00 .00 .00
0 069124 MORTON INT'L SPECIALTY CH 55.00 .00 .00 .00 .00 .00
0 083338 MORTON INT'L SPECIALTY CH .00 .00 .00 .00 .00 605.00
0 054270 MORTON INTERNATIONAL 805.50 .00 .00 .00 .00 1,290.00
0 080014 MORTON INTERNATIONAL 651.02 .00 .00 .00 .00 .00
0 054250 MORTON SALT COMPANY .00 .00 .00 .00 .00 110.00-
0 075129 MORTON THIOKOL .00 .00 .00 .00 .00 192.50
0 083739 MOTOR OILS LTD .00 .00 .00 .00 .00 825.00
0 071920 MOUNT CLEMENS COATING INC .00 .00 .00 .00 .00 22.68-
0 000286 MOZEL CHEMICAL 220.00 .00 .00 .00 .00 .00
0 069835 MTM HARDWICKE INC 475.00 .00 .00 .00 .00 .00
0 080113 MULTI CHEM INC 20,130.94 959.02 .00 .00 2,381.82 .00
0 083865 MULTI-CHEMICAL PROD INC 135.00 .00 .00 .00 .00 .00
0 077692 MULTICHEM INC 556.40 .00 .50 .00 .00 .00
0 060602 MURPHY OIL USA INC 1,020.00 .00 .00 .00 .00 .00
0 066194 N R G BARRIERS .00 .00 .00 .00 .00 1,737.50
0 079365 N R G BARRIERS .00 .00 .00 27.50 .00 .00
0 086527 N W L TRANSFORMERS INC 2,412.64 .00 .00 .00 .00 .00
0 055480 NABISCO INCORPORATED 13,455.30 .00 .00 .00 556.60 .00
0 007703 NACAN PRODUCTS .00 .00 .00 .00 .00 1,207.50
0 084398 NACAN PRODUCTS 275.00 .00 137.50 .00 .00 .00
0 021654 NALCO CHEMICAL COMPANY 885.00 .00 .00 .00 .00 .00
0 054710 NALCO CHEMICAL COMPANY 1,798.50 .00 .00 .00 .00 .00
0 054730 NALCO CHEMICAL COMPANY 20,988.30 .00 .00 .00 .00 .00
0 062913 NALCO CHEMICAL COMPANY 1,880.00 .00 .00 .00 .00 .00
0 082364 NALCO CHEMICAL COMPANY 2,308.48 .00 .00 .00 .00 .00
0 070673 NALCOMEX 140.00 .00 .00 .00 .00 .00
0 086030 NALCOMEX 180.40 .00 .00 .00 .00 .00
0 087787 NASCOTE INDUSTRIES INC 2,844.35 .00 .00 .00 .00 .00
0 085856 NASH SALVAGE COMPANY 2,669.80 .00 .00 .00 .00 .00
0 004066 NASHUA CORPORATION 120.00 .00 .00 .00 .00 .00
0 090147 NATIONAL AUTO/TRUCKSTOPS 9,847.38 .00 .00 .00 .00 .00
0 055450 NATIONAL CHEMICAL LAB. 110.00 .00 .00 .00 .00 2,375.50
0 026697 NATIONAL COATINGS CO 522.50 .00 .00 .00 .00 .00
0 080111 NATIONAL FOAM CUSHION MFG .00 40.00 .00 .00 .00 .00
0 050145 NATIONAL GYPSUM COMPANY .00 .00 .00 .00 82.50 .00
0 082227 NATIONAL GYPSUM COMPANY 1,673.90 .00 .00 .00 .00 .00
0 066834 NATIONAL PIPE CO .00 .00 .00 .00 .00 110.00
0 001658 NATIONAL SOLVENTS .00 .00 .00 .00 .00 25.00
0 003409 NATIONAL STARCH & CHEM CO 632.50 .00 .00 .00 .00 .00
0 003522 NATIONAL STARCH & CHEM CO 41,165.43 765.00 .00 .00 498.00 1,536.00
0 005201 NATIONAL STARCH & CHEM CO 260.00 .00 .00 .00 .00 .00
0 011833 NATIONAL STARCH & CHEM CO 480.00 .00 .00 .00 .00 .00
0 016472 NATIONAL STARCH & CHEM CO 2,420.75 .00 .00 .00 .00 .00
0 054786 NATIONAL STARCH & CHEM CO 25,442.50 .00 364.00 .00 .00 1,120.00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 055880 NATIONAL STARCH & CHEM CO 137.50 .00 .00 .00 .00 .00
0 055890 NATIONAL STARCH & CHEM CO 1,125.00 .00 .00 .00 .00 .00
0 055910 NATIONAL STARCH & CHEM CO 225.00 .00 .00 .00 .00 .00
0 055950 NATIONAL STARCH & CHEM CO 2,008.00 .00 .00 .00 .00 .00
0 074785 NATIONAL STARCH & CHEM CO 1,129.90 .00 .00 .00 .00 388.75
0 079895 NATIONAL STARCH & CHEM CO 15,624.50 .00 .00 .00 .00 843.70
0 087805 NATIONAL STARCH & CHEM CO 3,660.61 .00 .00 .00 .00 .00
0 078948 NAVISTAR INTERNATIONAL CO 4,418.50 1,682.50 .00 .00 .00 .00
0 084677 NAVISTAR INTERNATIONAL CO 19,931.00 55.00 .00 .00 .00 .00
0 060898 NED LLOYD MARINE .00 .00 .00 .00 .00 5,673.76-
0 077690 NEITA CHEMICAL .00 .00 .00 .00 .00 318.00
0 023880 NEOCHEM CORP 2,803.50 .00 .00 .00 .00 .00
0 056460 NEPERA PRODUCT CHEMICAL 13,154.00 .00 .00 .00 .00 .00
0 078716 NEPERA PRODUCT CHEMICAL 8,952.77 .00 .00 .00 .00 .00
0 051960 NEUTROGENA CORPORATION 145.50 .00 .00 .00 .00 .00
0 056269 NETRON PRODUCTS 9,859.85 .00 .00 .00 .00 .00
0 056457 NEVILE CHEMICAL COMPANY 137.50 .00 .00 .00 .00 .00
0 057607 NEVILLE CHEMICAL COMPANY 608.00 .00 .00 .00 .00 .00
0 055629 NEVILLE SYNTHESES 14,830.66 859.00 357.50 .00 .00 .00
0 069520 NEW CENTURY FREIGHT ASSOC .00 946.00 .50 .00 .00 .00
0 067685 NEW DEPARTURE HYATT BEARI 791.73 .00 .00 .00 .00 .00
0 002373 NEW ENGLAND LAMINATES .00 .00 .00 .00 .00 322.00-
0 003956 NEW ENGLAND POWER COMPANY 810.36 .00 .00 .00 .00 .00
0 088626 NEW VENTURE GEAR 4,363.16 .00 .00 .00 .00 .00
0 088043 NEWMAN CABLE CONST CO 1,898.50 .00 .00 .00 .00 .00
0 074264 NEWSPRINT SOUTH INC 693.00 .00 .00 .00 .00 .00
0 010929 NIACET CORPORATION 4,114.24 .00 190.00 .00 .00 1,430.00
0 021657 NIAGARA MOHAWK POWER CORP 508.18 .00 .00 .00 .00 .00
0 007449 NIAGARA NATIONAL COMPANY .00 .00 .00 .00 .00 105.00
0 086148 NICHOLAS GALVANIZING 3,407.80 .00 .00 .00 .00 .00
0 078506 NILIT AMERICA CORP .00 .00 .00 .00 .00 115.00
0 019646 NISSAN MOTOR MFG CORP 82.50 .00 .00 .00 .00 .00
0 018957 NO AMER PHILLIPS LIGHTING 1,086.00 .00 .00 .00 .00 .00
0 085848 NOLAN & CUNNING INC 6,591.00 55.00 .00 638.00 228.00 .00
0 024206 NORAMCO OF DELAWARE INC 220.00 .00 .00 .00 .00 .00
0 089080 NORFOLK SOUTHERN RWY .00 1,673.80- .00 .00 .00 .00
0 086115 NORMA CADENA 2,450.00 .00 .00 .00 .00 .00
0 009310 NORPLEX/OAK 82.50 .00 .00 .00 .00 .00
0 081450 NORTH AMERICAN CHEMICAL 118.00 .00 .00 .00 .00 .00
0 023290 NORTH AMERICAN LOBSTER 536.00 .00 .00 .00 .00 385.00
0 079884 NORTH AMERICAN REFACTORIE 6,751.87 .00 .00 .00 .00 .00
0 052137 NORTH AMERICAN REFRACTORI 110.00 .00 .00 .00 .00 .00
0 060891 NORTH AMERICAN TRANSFORM .00 5,714.00 .00 .00 .00 325.00
0 005712 NORTH INDUSTRIAL CHEM 82.50 .00 .00 .00 .00 165.00
0 088317 NORTHEAST CHEMICAL .00 .00 .00 .00 923.00 .00
0 005388 NORTHEAST CONTAINER .00 .00 .00 .00 .00 110.00
0 089133 NORTHSIDE CHEMICAL CO .00 27.50 .00 .00 .00 .00
0 008031 NORTON COMPANY 2,576.84 .00 .00 .00 .00 .00
0 060842 NOVA CHEM .00 .00 .00 .00 .00 1,005.00
0 003619 NOVA PETROCHEMICALS INC .00 42.80 .00 .00 .00 45.00
0 060767 NOVACOR 1,067.30 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 076046 NOVACOR 6,578.42 .00 .00 .00 .00 838.32
0 058190 NOVACOR CHEMICALS CANADA 90.00 .00 .00 .00 .00 .00
0 061002 NOVACOR CHEMICALS INC .00 .00 .00 .00 .00 1,026.80
0 083279 NOVAGARD .00 .00 .00 .00 .00 605.00
0 073274 NOVAMAX TECHNOLOGIES 55.00 .00 .00 .00 .00 .00
0 073351 NOVO NORDISK BIOINDUSTRIA 10,908.15 .00 .00 .00 .00 .00
0 089215 NOVO NORDISK BIOINDUSTRIE .00 2,564.40 .00 .00 .00 .00
0 081438 NOXCRETE INC .00 .00 .00 .00 .00 3,278.50
0 055847 NOXELL CORPORATION 985.60 .00 .00 .00 .00 .00
0 060566 NUCOR CORPORATION 286.00 .00 .00 .00 .00 .00
0 069856 NUHART & COMPANY INC .00 .00 .00 .00 .00 84.00
0 052594 NUTRASWEET COMPANY .00 556.00 .00 .00 .00 1,002.50
0 084226 NYLONGE CORP 27.50 .00 .00 .00 .00 .00
0 083009 O BRIEN (PARLIN) COGEN 52.52 .00 .00 .00 .00 .00
0 021383 O C ADHESIVES CORPORATION .00 .00 .00 .00 .00 137.50
0 009953 O H D THERMACORE INC 1,183.00 .00 .00 .00 .00 .00
0 059890 O SULLIVAN CORPORATION 3,256.50 165.00 .00 110.00 1,550.50 .00
0 089075 O'BRIEN CORP .00 78.00 .00 .00 .00 .00
0 086451 OAKITE PRODUCTS INC .00 .00 .00 2,455.50 .00 .00
0 087815 OAKWOOD BEACH WPCP 671.00 .00 .00 .00 .00 .00
0 007934 OCCIDENTAL CHEMICAL CORP 130,310.53 3,454.93 4,122.00- 1,460.25 .00 1,241.83-
0 008157 OCCIDENTAL CHEMICAL CORP 568.50 .00 .00 .00 .00 27.50
0 024720 OCCIDENTAL CHEMICAL CORP 13,832.11 .00 .00 151.25 .00 1,070.50
0 026303 OCCIDENTAL CHEMICAL CORP 1,032.50 .00 .00 .00 .00 640.00
0 027265 OCCIDENTAL CHEMICAL CORP 518.18 21.00- .00 .00 .00 .00
0 038525 OCCIDENTAL CHEMICAL CORP 50.00 .00 55.00 .00 .00 .00
0 038575 OCCIDENTAL CHEMICAL CORP 6,925.10 .00 100.00- .00 .00 4,664.10
0 039400 OCCIDENTAL CHEMICAL CORP 1,165.00 20,950.00 .00 .00 .00 1,029.75
0 051528 OCCIDENTAL CHEMICAL CORP 7,382.40 278.40 32.00 .00 .00 .00
0 055090 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 55.00
0 059277 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 384.09
0 078706 OCCIDENTAL CHEMICAL CORP 4,514.50 .00 .00 .00 .00 .00
0 079481 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 55.00
0 081511 OCCIDENTAL CHEMICAL CORP 99.25 .00 .00 .00 .00 .00
0 082296 OCCIDENTAL CHEMICAL CORP 586.50 110.00 .00 .00 .00 380.00
0 058890 OCTAGON PROCESSING INC 105.04 .00 78.00- .00 .00 .00
0 026443 OHIO POLYCHEMICAL 6,630.50 22.00- .00 .00 .00 .00
0 090700 OHIO POLYCHEMICAL 1,494.50 .00 .00 .00 .00 .00
0 009669 OIL CHEM INC 1,499.79 728.84 .00 .00 .00 .00
0 014572 OLD BRIDGE CHEMICAL .00 .00 .00 .00 .00 9,936.53
0 087731 OLD QUAKER PAINT .00 234.00 150.00 .00 .00 .00
0 007320 OLES ENVELOPE CORP 27.50 .00 .00 110.00 .00 247.50
0 007983 OLIN CORPORATION 16,040.50 .00 1,659.00- .00 41.25 975.75
0 059350 OLIN CORPORATION 75.00 .00 .00 .00 .00 .00
0 059360 OLIN CORPORATION 1,581.00 .00 .00 .00 .00 40.00-
0 059390 OLIN CORPORATION 84,769.49 7,222.70 1,058.00 1,088.00 .00 1,354.94-
0 059400 OLIN CORPORATION 2,391.00 325.00 .00 220.00 .00 321.58
0 059410 OLIN CORPORATION 4,538.50 .00 .00 .00 .00 .00
0 059470 OLIN CORPORATION 2,574.00 .00 .00 .00 .00 .00
0 082831 OLIN CORPORATION 18,560.13 1,863.00 795.00 .00 2,154.50 82.50
0 088539 OLIN CORPORATION 10,505.69 1,207.50 100.00- .00 .00 .00
</TABLE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 079767 OLIN HUNT .00 .00 .00 .00 .00 41.25
0 051209 OLYMPIC OIL COMPANY 1,419.00 .00 .00 .00 .00 .00
0 090019 OMEGA CHEMICAL 1,419.00 .00 .00 .00 .00 .00
CORP.
0 052526 OMNICOLOGY INC. 424.00 .00 .00 .00 .00 .00
0 079982 ONTARIO HYDRO 504.93 .00 .00 .00 .00 .00
0 080566 ONTARIO HYDRO 45.00 .00 .00 .00 .00 32.10
0 085390 OPERATIONAL ENERGY .00 55.00 .00 .00 .00 .00
CORP.
0 089749 OPTIMA CHEMICAL 900.00 .00 .00 .00 .00 .00
0 059680 ORMET CORPORATION 210.00 .00 .00 .00 .00 .00
0 079741 OSCO/BRYSON INC. .00 .00 .00 .00 .00 4,269.50
0 081782 OSCO/BRYSON INC. .00 .00 .00 .00 185.00 3,089.40
0 077272 OSPECA ENTERPRISES 1,800.00 .00 .00 .00 .00 .00
0 009326 OWENS CORNING 82.50 .00 .00 .00 .00 .00
FIBERGLAS
0 051516 OWENS CORNING .00 .00 .00 .00 .00 200.00
FIBERGLAS
0 059700 OWENS CORNING 9,831.33 1,133.68 .00 957.50 .00 1,853.00
FIBERGLAS
0 059830 OWENS CORNING 3,022.00 .00 .00 .00 .00 .00
FIBERGLAS
0 059930 OWENS CORNING .00 .00 .00 27.50- .00 .00
FIBERGLAS
0 088574 OWENS CORNING 3,717.00 .00 .00 .00 .00 .00
FIBERGLAS
0 071343 OXY PETROCHEMICALS 5,675.89 .00 .00 .00 .00 395.00
INC.
0 071431 P & O CONTAINERS .00 .00 .00 .00 .00 138.50
LIMITED
0 002173 P B & S CHEMICAL 2,249.80 .00 .00 .00 .00 .00
COMPANY
0 060640 P B & S CHEMICAL 2,873.50 63.00 .00 .00 .00 .00
COMPANY
0 063072 P C A EAST INC. 3,472.00 .00 .00 .00 .00 137.50
0 082020 P C I 27.50 27.50- .00 .00 .00 .00
0 056869 P C R INCORPORATED 1,183.50 .00 .00 .00 275.00 .00
0 033970 P D GEORGE COMPANY 4,027.27 .00 .00 .00 .00 .00
0 034300 P H GLATFELTER 8,714.25 .00 193.25 460.00 52.00 315.00
COMPANY
0 071793 P H GLATFELTER .00 .00 .00 822.50 .00 .00
COMPANY
0 077873 P D CONTAINERS 362.25 .00 .00 .00 .00 .00
LIMITED
0 000168 P P G INDUSTRIES 165.00 .00 .00 .00 .00 .00
INC.
0 003198 P P G INDUSTRIES .00 651.80 .00 .00 .00 .00
INC.
0 007372 P P G INDUSTRIES 8,334.00 425.00- .00 .00 .00 556.45-
INC.
0 018500 P P G INDUSTRIES 1,274.00 .00 .00 .00 .00 .00
INC.
0 018520 P P G INDUSTRIES 7,458.25 50.00 .00 55.00 705.00 2,929.00
INC.
0 028435 P P G INDUSTRIES 2,227.40 .00 .00 .00 .00 .00
INC.
0 051984 P P G INDUSTRIES .00 .00 .00 .00 .00 25.00-
INC.
0 053365 P P G INDUSTRIES 4,581.34 .00 .00 .00 .00 100.00-
INC.
0 053425 P P G INDUSTRIES .00 .00 .00 .00 .00 55.00
INC.
0 063230 P P G INDUSTRIES .00 .00 .00 .00 .00 765.82
INC.
0 064580 P P G INDUSTRIES 277.50 .00 .00 .00 .00 .00
INC.
0 064620 P P G INDUSTRIES 6,969.25 .00 .00 .00 .00 .00
INC.
0 064660 P P G INDUSTRIES .00 .00 .00 .00 .00 55.00
INC.
0 064740 P P G INDUSTRIES 2,587.98 .00 .00 .00 .00 .00
INC.
0 075436 P P G INDUSTRIES 1,593.00 .00 .00 .00 .00 .00
INC.
0 077420 P P G INDUSTRIES 44,543.00 2,428.00 3,263.00 4,678.00 1,786.95 1,247.26
INC.
0 078033 P P G INDUSTRIES .00 .00 .00 .00 937.40 .00
INC.
0 083191 P P G INDUSTRIES 409.00 .00 282.50 .00 .00 101.27-
INC.
0 009153 P Q CORPORATION 1,723.50 .00 .00 .00 .00 1,220.46
0 018156 P Q CORPORATION .00 .00 27.50- .00 .00 .00
0 022149 P Q CORPORATION .00 .00 .00 185.00- .00 93.36-
0 053290 P Q CORPORATION 28,935.00 .00 190.00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 051313 P&D CONTAINERS 432.50 .00 .00 .00 .00 .00
LIMITED
0 009473 PABCO PAPER 688.00 .00 .00 .00 .00 .00
PRODUCTS INC.
0 079852 PACE CHEMICAL INC. 7,024.03 .00 .00 .00 935.00 2,217.05
0 070673 PACIFIC ANCHOR 27.50 .00 .00 .00 .00 .00
CHEMICAL
0 088660 PACIFIC COAST .00 154.00 .00 .00 .00 .00
0 006360 PACIFIC INDUSTRIES 3,108.00 .00 .00 .00 .00 .00
INC.
0 069838 PACIFIC MOLASSES .00 .00 .00 .00 247.50- .00
COMPANY
0 087754 PACIFIC PAC INC. .00 .00 .00 55.00 .00 .00
0 019295 PACKAGING CORP OF 15,116.10 .00 .00 .00 .00 .00
AMERICA
0 066725 PACKAGING CORP OF 825.00 .00 .00 .00 .00 .00
AMERICA
0 058874 PACKAGING SERVICES .00 .00 82.50 .00 .00 210.00
0 087712 PAGE CLEANING 55.00 .00 .00 .00 .00 .00
0 066106 PAN AMERICA .00 .00 .00 .00 .00 125.00
AIRLINES
0 060220 PANTASOTE COMPANY 3,234.98 .00 .00 .00 .00 .00
0 072322 PANTASOTE COMPANY .00 .00 105.00 .00 .00 137.50
0 088433 PANTECH .00 .00 4,446.00 .00 .00 .00
0 056823 PAPER MANUFACTURERS 305.00 .00 .00 .00 .00 .00
0 085023 PARA AG INC. .00 .00 .00 .00 .00 5,716.16
0 060280 PARA CHEMICAL INC. .00 .00 180.00 .00 .00 .00
0 085910 PARADIGM LABS 90.00 243.00 .00 .00 .00 .00
0 024163 PARAMOUNT FEED 630.99 .00 .00 .00 .00 .00
0 011345 PARK CHEMICAL 4,013.40 .00 .00 .00 .00 .00
COMPANY
0 021430 PARKE DAVIS & 165.00 1,698.30 .00 .00 .00 .00
COMPANY
0 005158 PARKER AMCHEM 82.50 .00 .00 .00 .00 .00
0 020941 PARKS CORPORATION 1,906.00 .00 .00 .00 .00 .00
0 028636 PARKS CORPORATION 1,235.00 .00 .00 .00 .00 .00
0 060440 PARKS CORPORATION 4,302.00 .00 .00 .00 .00 .00
0 000240 PASSONNO .00 .00 .00 .00 .00 75.00
CORPORATION
0 089549 PATCO 192.50 .00 .00 .00 .00 .00
0 017785 PAULSBORO PACKAGING 55.00 .00 .00 .00 .00 27.50
0 007172 PAULSEN WIRE 5,381.31 .00 .00 .00 .00 .00
0 000644 PAVE MARK 50.00 25.00- .00 .00 .00 .00
0 028484 PCT TRANSPORT INC. 363.84 .00 .00 .00 .00 .00
0 068337 PEBRA-PETERBOROUGH 192.50 .00 .00 .00 .00 .00
0 003017 PECTIN .00 .00 .00 .00 .00 1,350.00
0 089459 PEINNACLE OIL 65.00 .00 .00 .00 .00 .00
0 051645 PENCO INC. OF 26.26 .00 .00 .00 .00 .00
LYNDHURST
0 008502 PENFORD PRODUCTS 2,558.78 .00 .00 .00 .00 .00
COMPANY
0 054395 PENNA POWER & 840.53 .00 .00 .00 .00 .00
LIGHT COMPANY
0 062140 PENNA POWER & 15,193.69 .00 .00 .00 .00 .00
LIGHT COMPANY
0 085706 PENNTECH CORP 55.00 .00 .00 .00 .00 .00
0 054472 PENNZOIL PRODUCTS .00 .00 .00 .00 .00 247.50
COMPANY
0 069887 PENNZOIL PRODUCTS 2,037.50 .00 .00 .00 .00 .00
COMPANY
0 070737 PENNZOIL PRODUCTS 82.50 .00 .00 .00 .00 .00
COMPANY
0 071344 PENRECO 514.00 .00 .00 .00 .00 .00
0 051090 PENTRON INC. 155.75 .00 .00 .00 .00 .00
0 002436 PERDUE INCORPORATED 7,614.51 .00 1,084.48- .00 .00 169.76
0 028310 PERIDOT CHEMICAL 172,270.09 .00 .00 .00 .00 4,865.84
COMPANY
0 030735 PERIDOT CHEMICAL .00 .00 .00 .00 .00 426.00
COMPANY
0 087497 PERIDOT CHEMICAL .00 .00 .00 .00 1,323.44 .00
COMPANY
0 089607 PERKIT FOLDING BOX 40.50 .00 .00 .00 .00 .00
CORP
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 086422 PERMAGILE .00 84.00 .00 .00 .00 .00
INDUSTRIES
0 086357 PERRIGO SILICA 275.00 .00 .00 .00 .00 .00
0 086358 PERRIGO SILICA .00 .00 .00 .00 .00 2,196.00-
0 001838 PERVO PAINT COMPANY .00 .00 .00 .00 27.50 545.00
0 021551 PET FOODS INC. .00 137.50 .00 .00 .00 .00
0 054126 PETRO CANADA 1,956.00 .00 210.00 1,302.50 1,202.50 2,858.75
PRODUCTS
0 089114 PETRO CANADA 1,907.67 .00 .00 .00 .00 .00
PRODUCTS
0 006203 PETRO CANADA .00 .00 .00 .00 .00 247.50-
VENTURES
0 085258 PETROCEL S A 836.00 .00 .00 .00 .00 .00
0 000373 PETROLITE 31,151.39 150.00 1,032.28 900.08 145.12 1,177.07
CORPORATION
0 005098 PETROLITE 33,770.43 .00 .00 .00 .00 968.60
CORPORATION
0 021995 PETROLITE 220.00 .00 .00 27.50 .00 192.50
CORPORATION
0 067218 PETROLITE 1,031.00 .00 .00 .00 .00 .00
CORPORATION
0 072559 PETRON CORPORATION 5,015.52 .00 .00 .00 .00 275.50
0 071541 PETROPLUS 346.87 .00 .00 .00 .00 677.62
0 083884 PETROWAX PA INC. .00 .00 .00 .00 .00 3,078.00
0 055345 PFISTER CHEMICAL .00 .00 .00 52.00 26.00 909.00
WORKS
0 063180 PFIZER INC. 110.00 .00 .00 .00 .00 .00
0 067090 PFIZER INC. .00 .00 .00 .00 .00 450.00
0 080463 PFIZER INC. .00 .00 .00 .00 .00 125.00
0 055455 PHELPS DODGE 82.50 .00 .00 .00 .00 .00
CORPORATION
0 052115 PHIBRO ENERGY INC. 27.50 .00 .00 411.00 .00 .00
0 004667 PHIBRO REFINING 882.00 .00 .00 .00 .00 .00
INC.
0 063510 PHILA ELECTRIC 26.26 .00 .00 .00 .00 .00
COMPANY
0 088126 PHILADELPHIA .00 .00 385.00 275.00 605.00 .00
CONVENTION C
0 075832 PHILIPS COMPONENTS 1,238.40 .00 .00 .00 .00 .00
0 076148 PHILIPS LIGHTING .00 .00 .00 .00 .00 2,365.00-
CORP
0 011199 PHILIP MORRIS USA 1,425.00 .00 .00 .00 .00 .00
0 055615 PHILIP MORRIS USA 385.00 .00 .00 .00 .00 275.00
0 062398 PHOENIX PETROLEUM 178.76 .00 .00 .00 .00 .00
0 064110 PHOTO CIRCUIT 26.26 .00 .00 .00 .00 338.00-
COMPANY
0 053345 PHTHALCHEM INC. 100.00 .00 .00 .00 .00 .00
0 081953 PICKETT .00 .00 .00 .00 .00 4,103.58
ENTERPRISES INC.
0 060094 PIEDMONT LABS 285.00 .00 .00 .00 .00 .00
0 000797 PIERCE & STEVENS 15,782.06 .00 .00 .00 .00 .00
CHEMICAL
0 064210 PIERCE & STEVENS .00 .00 .00 .00 .00 27.50-
CHEMICAL
0 063651 PILGRIM INDUSTRIES .00 110.00 55.00 .00 .00 110.00
0 001027 PILOT CHEMICAL 137.50 .00 .00 .00 .00 .00
COMPANY
0 001815 PILOT CHEMICAL 135.00 .00 .00 .00 .00 .00
COMPANY
0 054204 PILOT CHEMICAL 4,980.23 247.50- .00 .00 .00 .00
COMPANY
0 090228 PILOT CHEMICAL 55.00 .00 .00 .00 .00 .00
COMPANY
0 066500 PILOT LABORATORIES 27.50 .00 .00 .00 .00 .00
0 027599 PIONEER 156.00 .00 .00 .00 .00 42.60
CHLORALKALI
CO INC.
0 008274 PIONEER PAINT .00 .00 .00 .00 .00 467.50
PRODUCTS
0 014546 PIRELLI CABLE .00 .00 .00 .00 .00 68.75
CORPORATION
0 051388 PITTSBURGH PENN 55.00 .00 .00 .00 .00 .00
OIL COMPANY
0 005901 PITTWAY CORPORATION .00 .00 .00 .00 .00 237.50
0 065174 PLACID REFINING 2,161.50 .00 .00 .00 .00 .00
COMPANY
0 088148 PLAID ENTERPRISES .00 .00 .00 .00 665.00 .00
0 076839 PLASTIC SPEC & .00 .00 .00 .00 .00 100.00
TECH.
0 070603 PLASTICS SPEC & 302.50 .00 .00 .00 96.00 1,116.00
TECHNOLOG
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 088008 PLAZE INC. 27.50 .00 .00 .00 .00 .00
0 005752 PMC SPECIALTIES .00 .00 .00 .00 .00 166.00
GROUP INC.
0 006082 PMC SPECIALTIES 78.00 .00 .00 52.00 .00 250.00
GROUP INC.
0 006642 PMC SPECIALTIES .00 .00 .00 .00 .00 214.20-
GROUP INC.
0 009604 PMC SPECIALTIES .00 27.50 .00 .00 .00 374.50
GROUP INC
0 073970 PMC SPECIALTIES .00 .00 .00 .00 .00 625.00
GROUP INC.
0 006773 POLIOLES 260.00 .00 .00 .00 .00 .00
0 063086 POLIOLES 8,660.50 .00 .00 .00 .00 .00
0 061874 POLLIO DAIRY 25.00 .00 .00 .00 .00 .00
PRODUCTS
0 022041 POLY CHEM INC. .00 .00 .00 .00 .00 600.65-
0 065060 POLYCAST 68.75 151.25 .00 .00 .00 .00
TECHNOLOGY CORP
0 081555 POLYCHROME 1,974.05 .00 .00 .00 .00 .00
CORPORATION
0 080546 POLYCON INDUSTRIES 55.00 .00 .00 .00 .00 .00
0 003604 POLYFILMS INC. 220.00 .00 .00 .00 .00 735.00
0 002596 POLYMER 280.00 .00 .00 .00 .00 .00
DEVELOPMENT LABS
0 080507 POLYSAR RUBBER 398.40 32.10 .00 .00 .00 .00
SERVICES
0 069062 POLYSAT INC. 5,250.50 .00 .00 141.50 216.50 2,678.50
0 068853 POLYTEX .00 .00 .00 .00 .00 50.00
ENVIORNMENT INK
0 028622 POLYTHANE SYSTEMS 180.00 .00 .00 .00 .00 926.77-
INC.
0 009637 POLYTOP 5,647.73 .00 .00 .00 .00 346.00
0 087509 POPE & TALBOT INC. 2,950.00 .00 .00 .00 .00 .00
0 087281 PORCELAIN 272.00 .00 .00 .00 .00 .00
INDUSTRIES, INC.
0 005983 POTLATCH 5,977.55 .00 .00 .00 .00 .00
CORPORATION
0 008224 PPG INDUSTRIES INC. 2,849.01 .00 .00 .00 .00 50.00
0 071043 PRECISION .00 27.50 .00 .00 55.00 .00
CASTPARTS CORP
0 082889 PRECISION FABRICS 96.25 .00 .00 .00 .00 .00
GROUP
0 089125 PREMIER INDUSTRIES .00 192.50 .00 .00 .00 .00
CORP.
0 065830 PREMIX INC. 2,561.45 .00 .00 .00 .00 295.50
0 086929 PRIDE SOLVENTS AND .00 .00 .00 .00 104.00 .00
CHEM CO
0 009814 PRILLAMAN CHEMICAL .00 165.00 .00 .00 .00 .00
CORP
0 086178 PRILLAMAN CHEMICAL 1,924.00 .00 .00 .00 .00 .00
CORP
0 086224 PRILLAMAN CHEMICAL .00 .00 .00 110.00- .00 .00
CORP
0 085230 PRIMARY RECOVERY 1,796.00 .00 .00 .00 .00 .00
CORP
0 089980 PRIORITY 697.00 .00 .00 .00 .00 .00
TRANSPORTATION
0 083883 PRO PAC .00 .00 .00 .00 .00 40,664.58
0 088509 PROCTER & GAMBLE .00 .00 .00 1,215.00 .00 .00
DE MEXICO
0 001303 PROCTER & GAMBLE 1,826.00 .00 .00 .00 .00 780.00
MFG CO.
0 011800 PROCTER & GAMBLE 715.00 .00 .00 .00 .00 .00
MFG CO.
0 020435 PROCTER & GAMBLE 2,636.68 .00 .00 .00 .00 .00
MFG CO.
0 050787 PROCTER & GAMBLE 32,089.10 36.00- 3,652.52 .00 736.00 23.00-
MFG CO.
0 065910 PROCTER & GAMBLE 44,389.04 257.16 .00 .00 .00 387.80
MFG CO.
0 065940 PROCTER & GAMBLE 392.38 .00 .00 .00 .00 .00
MFG. CO.
0 065960 PROCTER & GAMBLE .00 .00 .00 407.00 .00 .00
MFG CO.
0 066060 PROCTER & GAMBLE 25,661.55 6,253.94 30.00- 448.80 76.64- 11,937.45
MFG CO.
0 072571 PROCTER & GAMBLE .00 .00 .00 .00 .00 220.00
MFG CO.
0 075957 PROCTER & GAMBLE 1,361.35 .00 .00 .00 .00 .00
MFG CO.
0 083295 PROCTER & GAMBLE 37,200.00 .00 .00 .00 .00 53,400.00
MFG CO.
0 087836 PROCTER & GAMBLE 4,650.45 .00 .00 .00 .00 .00
MFG CO.
0 089229 PROCTER & GAMBLE .00 45.00 .00 .00 .00 .00
MFG CO.
0 074838 PROCTER & GAMBLE 14,505.00 27.50 .00 .00 .00 .00
CELLULOS
0 085451 PROD. IND. DE 26,418.25 .00 .00 .00 .00 .00
PLOMO SA DE
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
063181 PROVOST CARTAGE .00 .00 .00 .00 .00 1,271.17
085969 PSI CHEMICALS 737.00 .00 .00 .00 .00 .00
066220 PUBLIC SERV ELEC & 183.82 .00 137.50 .00 412.50 1,977.50
GAS
010346 PUERTO RICAN .00 .00 .00 .00 .00 2,876.44
MARINE MGMT.
055127 PUROLITE 45.00 .00 .00 .00 .00 180.00
000032 PVS CHEMICALS INC. 67,058.38 50.00 1,401.41 4,904.22 6,118.55 1,199.40
014286 PVS CHEMICAL INC. 3,243.20 .00 .00 .00 .00 10,905.33
054965 PVS CHEMICAL INC. 25,483.00 .00 102.00 482.28 125.00 4,186.47
012574 PVS NOLWOOD 5,077.83 .00 .00 .00 841.14 .00
CHEMICAL INC.
083903 PVS TECHNOLOGIES 36,812.77 406.34 .00 .00 1612.86 716.16
067220 O D CHEMICAL INC. 19,537.79 532.50 150.00 200.00 425.00 473.00
071195 O D CHEMICAL INC. 6,736.00 .00 .00 .00 .00 .00
087640 QUADRA CORPORATION 5,712.50 .00 .00 .00 .00 .00
006734 QUADRANT CHEMICAL 3,150.00 .00 .00 .00 .00 579.90
CO.
057595 QUAKER CHEMICAL 14,125.60 51.50 .00 .00 .00 .00
CORP
067180 QUAKER STATE 9,978.80 .00 .00 .00 .00 .00
CORPORATION
057514 QUAKER SUPREME .00 .00 .00 .00 .00 55.00
066456 QUALA SYSTEMS INC. 3,650.00 .00 .00 .00 .00 .00
085029 QUALA SYSTEMS INC. 6,291.00 225.00 .00 .00 .00 .00
087388 QUALA SYSTEMS INC. 675.00 .00 .00 .00 .00 .00
089043 QUALA SYSTEMS INC. 450.00 .00 .00 .00 .00 .00
089223 QUALA SYSTEMS INC. 6,137.50 .00 .00 .00 .00 .00
089225 QUALA SYSTEMS INC. 2,962.50 .00 .00 .00 .00 .00
089226 QUALA SYSTEMS INC. 10,362.50 .00 .00 .00 .00 .00
089227 QUALA SYSTEMS INC. 455.50- .00 .00 .00 .00 .00
089231 QUALA SYSTEMS INC. 14,745.00 .00 .00 .00 .00 .00
089233 QUALA SYSTEMS INC. 50.00 .00 .00 .00 .00 .00
089235 QUALA SYSTEMS INC. 7,775.00 .00 .00 .00 .00 .00
089475 QUALA STYSTEMS INC. 225.00 .00 .00 .00 .00 .00
089547 QUALA SYSTEMS INC. 15,774.50 .00 .00 .00 .00 .00
089725 QUALA SYSTEMS INC. 1,146.00 .00 .00 .00 .00 .00
089728 QUALA SYSTEMS INC. 287.50 .00 .00 .00 .00 .00
089857 QUALA SYSTEMS INC. 10,748.25 .00 .00 .00 .00 .00
089858 QUALA SYSTEMS INC. 330.00 .00 .00 .00 .00 .00
089903 QUALA SYSTEMS INC. 197.00 .00 .00 .00 .00 .00
023203 QUALITY CHEMICALS .00 .00 .00 55.00 .00 .00
055074 QUALITY CHEMICALS .00 .00 .00 .00 .00 174.00
051615 QUANTUM CHEMICAL 165.00 .00 .00 .00 .00 .00
CORP
084610 QUANTUM CHEMICAL 625.00 250.00 125.00 250.00 .00 .00
CORP
070492 QUEBEC AND ONTARIO 2,030.86 .00 .00 .00 .00 .00
PAPER
088197 QUEBEC PIGMENTS 110.00 .00 .00 .00 .00 .00
003776 QUIMICA IND DEL .00 .00 .00 .00 .00 7,494.33
NORTE SA
075517 QUIMOBASICOS S.A. .00 .00 .00 .00 .00 2,797.11
DEL C.V.
006766 QUIMOBASICOS S.A. 280.00 .00 .00 .00 .00 .00
DE C.V.
073339 QUINCY COMPRESSOR 5,797.00 .00 .00 .00 .00 .00
005642 R & F COAL COMPANY .00 .00 745.45 .00 .00 .00
022836 R M INDUSTRIES .00 27.50 .00 .00 .00 .00
019883 R MAX 110.00 .00 .00 .00 .00 .00
086639 RAANI CORPORATION .00 .00 .00 .00 .00 1,697.70
086169 RADCURE 302.50 .00 .00 .00 .00 .00
090121 RADCURE 5,496.00 .00 .00 .00 .00 .00
SPECIALTIES INC.
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
057955 RADIATOR SPECIALTY 90.00 .00 .00 .00 .00 .00
COMPANY
088687 RAIL SERVICE INC. 169.00 524.00 .00 .00 .00 .00
067475 RAISIO INC. .00 .00 90.00 .00 .00 55.00
067700 REA MAGNET WIRE CO. 7,269.00 .00 .00 .00 .00 .00
INC.
058432 REACTION PRODUCTS 963.82 .00 .00 .00 .00 .00
COMPANY
012628 REAGENT CHEMICAL .00 .00 .00 .00 .00 392.00
COMPANY
089026 RECKITT & COLMAN .00 21.40- .00 .00 .00 .00
080919 RECKITT & COLMAN 5,166.50 .00 .00 .00 .00 .00
HOUSEHOL
007282 RECOCHEM INC. .00 .00 .00 .00 .00 127.50
051205 RECOCHEM INC. .00 .00 .00 .00 .00 36.78
088106 RECOVERY SYSTEMS .00 .00 .00 .00 .00 3,763.75
004482 RED SPOT WESTLAND 165.00 .00 .00 137.50 .00 150.00
INC.
087397 REDMONT SA DE CV 19,745.00 .00 .00 .00 .00 .00
068200 REFINED SUGARS INC. 165.00 548.00 .00 .00 .00 .00
087100 REGAL MARINE .00 .00 .00 .00 .00 27.50
INDUSTRIES
022246 REGALITE PLASTICS .00 .00 .00 .00 .00 36.00
CORP
008628 REGIONAL 27.50 .00 .00 .00 27.50 .00
ENTERPRISES
004430 REICHHOLD CHEMICAL 843.52 .00 .00 .00 .00 .00
COMPANY
000561 REICHOLD CHEMICAL 1,785.65 .00 .00 .00 .00 723.65-
COMPANY
004437 REICHOLD CHEMICAL .00 .00 .00 .00 .00 900.25
COMPANY
006660 REICHOLD CHEMICAL 814.84 .00 .00 .00 .00 .00
COMPANY
063085 REICHOLD CHEMICAL .00 .00 .00 .00 .00 682.00
COMPANY
068490 REICHOLD CHEMICAL 2,914.92 .00 .00 .00 .00 .00
COMPANY
070310 REICHOLD CHEMICAL .00 .00 .00 .00 .00 96.00
COMPANY
070510 REICHOLD CHEMICAL 1,137.34 .00 .00 55.00 .00 .00
COMPANY
073978 REICHOLD CHEMICAL .00 .00 .00 .00 55.00 175.00
COMPANY
075254 REICHOLD CHEMICAL .00 .00 .00 .00 .00 825.00
COMPANY
077216 REICHOLD CHEMICAL 3,077.50 .00 .00 .00 .00 3,082.50
COMPANY
089521 REICHOLD CHEMICALS 55.00 .00 .00 .00 .00 .00
INC.
068610 REILLY INDUSTRIES 708.25 .00 .00 .00 .00 .00
INC.
068700 REILLY WHITEMAN 3,560.00 .00 52.00 .00 .00 .00
INC.
077422 REILLY WHITEMAN 8,669.00 2,025.00 625.00 929.75 .00 625.00
INC.
021083 RELIANCE 45.00 .00 .00 .00 .00 .00
UPHOLSTERY COMPANY
055707 REMALY FUEL COMPANY 125.68 .00 .00 .00 .00 .00
082087 REMARC CHEMICAL 1,033.00 .00 .00 .00 .00 .00
COMPANY
004451 RENOSOL CORPORATION 245.00 .00 165.00 .00 .00 .00
089162 RENTAL UNIFORM .00 27.50 .00 .00 .00 .00
SERVICE
085467 REPROCELL PULP & 660.00 .00 .00 .00 .00 .00
PAPER
089432 REPUBLIC 302.50 .00 .00 .00 .00 .00
ENVIORNMENTAL SY
085322 RESEARCH OIL .00 .00 .00 330.00 .00 .00
COMPANY
026619 RESIN TECHNOLOGY 90.00 .00 .00 .00 .00 .00
INC.
009459 RESINALL INC. .00 .00 .00 55.00 .00 .00
016915 RESINALL INC. .00 .00 .00 .00 .00 165.00
068980 REVLON 1,666.70 .00 .00 .00 .00 619.50
PROFESSIONAL
PRODUCTS
002707 REYNOLDS METALS 756.00 .00 .00 .00 .00 .00
COMPANY
069010 REYNOLDS METALS .00 .00 27.50 .00 .00 .00
COMPANY
001078 RHONE POULENC 600.00 .00 240.00 .00 .00 275.00
BASIC CHEMI
000531 RHONE POULENC 3,812.00 .00 .00 .00 .00 317.50
CHEMICAL
001017 RHONE POULENC 3,797.50 247.50 .00 82.50 1,021.60 11,156.70-
CHEMICAL
001527 RHONE POULENC 2,855.25 .00 .00 .00 .00 357.50-
CHEMICAL
004760 RHONE POULENC 6,860.25 .00 192.50 63.50 .00 1,085.00
CHEMICAL
</TABLE>
<PAGE>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
005802 RHONE POULENC 27.50 .00 .00 .00 .00 .00
CHEMICAL
006426 RHONE POULENC .00 .00 .00 .00 .00 356.50
CHEMICAL
007936 RHONE POULENC 2,241.00 .00 .00 .00 .00 432.50
CHEMICAL
008471 RHONE POULENC 177.00 .00 .00 .00 .00 .00
CHEMICAL
027596 RHONE POULENC 8,501.23 .00 .00 26.00 .00 .00
CHEMICAL
056840 RHONE POULENC 2,411.00 .00 .00 .00 .00 .00
CHEMICAL
064806 RHONE POULENC .00 275.00 .00 .00 .00 799.00-
CHEMICAL
065450 RHONE POULENC 121,950.64 1,956.50 327.50 642.82 275.00 228.50
CHEMICAL
069170 RHONE POULENC 7,746.00 4,500.00 .00 .00 .00 .00
CHEMICAL
077159 RHONE POULENC 1,668.50 3,025.50 .00 .00 .00 5.02.50-
CHEMICAL
083043 RHONE POULENC 55.00 .00 .00 .00 .00 .00
CHEMICAL
085098 RHONE POULENC 1,560.00 .00 .00 .00 .00 .00
CHEMICAL
085530 RHONE POULENC 360.00 .00 .00 .00 .00 .00
CHEMICAL
086100 RHONE POULENC 13,927.21 .00 .00 1,205.40 577.40 1,757.03
CHEMICAL
086347 RHONE POULENC 609.00 .00 .00 .00 .00 .00
CHEMICAL
086700 RHONE POULENC 560.16 .00 .00 62.50 .00 .00
CHEMICAL
086706 RHONE POULENC 1,646.30 .00 .00 .00 .00 .00
CHEMICAL
007670 RHONE POULENC 5,527.28 1,097.70 .00 78.00- .00 1,938.00-
CHEMICAL BA
012887 RHONE POULENC 9,273.23 .00 .00 .00 .00 27.50-
SPECIALTIES
074065 RHONE POULENC 2,095.50 .00 .00 .00 .00 .00
SPECIALTIES
001000 RHONE POULENC 2,161.00 90.00 .00 .00 577.50 132.20
SURFACTANTS
008779 RICHARDS PAINT MFG .00 .00 .00 300.00 .00 82.50
CO
078729 RIMTEC 2,460.00 .00 .00 .00 .00 .00
061389 RICHEM COMPANY INC 55.00 .00 .00 .00 .00 .00
006741 RIO GRANDE 2,350.00 .00 .00 .00 .00 .00
FORWARDING
086107 RIO GRANDE 2,000.00 .00 360.00 .00 .00 .00
FORWARDING
078330 RISTANCE COMPOUNDS .00 .00 .00 .00 55.00 .00
084624 RITA CORP 420.00 .00 .00 .00 .00 .00
076369 RIVERHEAD TRANSIT .00 .00 .00 .00 .00 40.00
MIX CORP
057330 ROBINSON CHEMICAL .00 .00 .00 .00 .00 4,047.45
COMPANY
074884 ROCHESTER GAS & 55.00 .00 .00 .00 .00 .00
ELECTRIC
019566 ROCHESTER PRODUCTS .00 .00 .00 .00 110.00 .00
080826 ROCKLAND COUNTY .00 .00 .00 .00 .00 150.00
SEWER DIS
065364 RODCO INTERNATIONAL 19,119.09 810.00 1,080.00 130.00 .00 710.00
089429 ROHM & HAAS CANADA 4,993.62 .00 .00 .00 .00 .00
INC.
059435 ROHM & HAAS COMPANY .00 90.00 .00 .00 .00 30.00-
059515 ROHM & HAAS 142.00 .00 .00 .00 .00 .00
COMPANY
059565 ROHM & HAAS COMPANY 552.00 .00 .00 .00 .00 .00
066140 ROHM & HAAS COMPANY 125.00 .00 .00 .00 .00 .00
070320 ROHM & HAAS COMPANY 199,375.81 1,058.35 164.00- 47.58 .00 3,988.06
077435 ROHM & HAAS COMPANY 128.40 .00 .00 .00 .00 .00
080960 ROHM & HAAS COMPANY 126,342.53 1,702.76 1,079.00- 1,110.00 2,171.00- 5.00-
087500 ROHM & HAAS COMPANY 278,346.62 .00 2,716.00- 3,568.00- .00 3,433.00
087501 ROHM & HAAS COMPANY 4,170.25 .00 .00 .00 75.00- 446.00-
087502 ROHM & HAAS COMPANY 78.00 .00 .00 .00 .00 .00
088352 ROHM & HAAS COMPANY 700.50 .00 110.00 .00 .00 .00
089211 ROHM & HAAS COMPANY 1,700.50 .00 .00 .00 .00 .00
077852 ROLLAND INC. .00 .00 .00 .00 .00 6,970.00
002653 ROLLINS .00 .00 .00 .00 .00 5,138.00
ENVIRONMENTAL SER
055110 ROLLINS 1,960.00 .00 .00 .00 .00 .00
ENVIRONMENTAL SER
008467 ROMIC CHEMICAL 55.00 .00 .00 .00 .00 .00
COMPANY
</TABLE>
<PAGE>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
072504 ROMIC CHEMICAL 3,284.00 .00 .00 .00 .00 .00
COMPANY
020762 ROSCOM 27.50 27.50 .00 27.50 .00 82.50
056177 ROTONDO-PENN CAST .00 .00 .00 150.00 .00 20.00
058816 ROUGE STEEL COMPANY 1,806.40 .00 .00 .00 .00 .00
088518 ROUTE 85 LUMBER .00 .00 .00 42.00 .00 .00
077914 ROY BROTHERS INC 212.00 .00 .00 .00 .00 .00
004317 ROYAL CHEMICAL 300.00 100.00 200.00 100.00 125.00 727.50
COMPANY
064899 ROYAL CROWN .00 110.00 .00 .00 .00 .00
BOTTLING CO
013648 ROYCE ASSOCIATES 704.00- .00 .00 .00 .00 .00
023318 RUBATEX .00 .00 .00 .00 .00 1,204.55-
INCORPORATED
075802 RUBBERMAID INC. 82.50 .00 .00 .00 .00 .00
071020 RUBICON CHEMICAL 60,638.43 .00 .00 938.00 .00 .00
INC.
070960 RUCO POLYMER 43,972.40 .00 .00 .00 .00 82.50
CORPORATION
005838 RUETGERS NEASE 1,594.00 .00 .00 .00 .00 .00
CHEMICAL
019924 RUETGERS NEASE 2,071.00 .00 .00 .00 .00 .00
CHEMICAL
056420 RUETGERS NEASE 44,003.53 .00 .00 .00 .00 20.00
CHEMICAL
063436 RUSH TRUCKING .00 .00 .00 .00 .00 100.00
006394 S & S CHEMICAL .00 .00 .00 .00 .00 172.00-
COMPANY
067024 S A B H 165.00 .00 .00 .00 .00 .00
052005 S A DAY MFG CO INC 3,325.61 .00 .00 .00 .00 .00
005238 S C JOHNSON & SON 165.00 .00 .00 55.00 .00 55.00
INC.
003234 S C M CORPORATION 2,023.00 .00 .00 .00 .00 .00
022130 S C M ORGANIC .00 .00 23.00 .00 .00 373.00
CHEMICALS
004699 S D WARREN COMPANY 27,068.00 .00 .00 .00 .00 .00
051892 S D WARREN COMPANY 1,855.00 721.39 .00 .00 .00 1,602.96
001265 S L GILLMAN PAINT 6,755.00 .00 .00 .00 .00 2,073.50
CO
077112 S S T CORPORATION 440.00 .00 .00 .00 .00 450.00
089196 SABIC MARKETING 275.00 .00 .00 .00 .00 .00
AMERICAS
002052 SAFETY KLEEN 53,874.68 9,884.38 .00 .00 .00 695.30-
CORPORATION
013047 SAFETY KLEEN 137.50 330.00 .00 .00 .00 1,027.25
CORPORATION
062361 SAFETY KLEEN 570.00 .00 .00 .00 68.75 747.50
CORPORATION
071758 SAFETY KLEEN .00 .00 .00 .00 .00 102.50
CORPORATION
074012 SAFETY KLEEN .00 .00 .00 .00 .00 445.00
CORPORATION
074773 SAFETY KLEEN 13,058.00 556.00 527.50 510.00 147.50 18,671.00
CORPORATION
089069 SAFETY KLEEN 1,669.80 3,408.60 .00 .00 .00 .00
CORPORATION
073226 SAN MATEO 840.00 .00 .00 .00 .00 .00
FORWARDING INC.
086925 SANCAP ABRASIVES 557.00 .00 .00 .00 .00 .00
086796 SANDOZ AGRO INC. 4,041.05 .00 .00 .00 .00 .00
005364 SANDOZ CHEMICALS 200.00 .00 .00 .00 .00 .00
CORP
058041 SANDOZ CHEMICALS 880.50 .00 .00 .00 .00 .00
CORP
065587 SANDOZ CHEMICALS 599.15 .00 .00 .00 .00 .00
CORP
076400 SANDOZ CHEMICALS 595.50 .00 .00 .00 .00 337.00
CORP
019501 SANITARY SOAP 135.00 .00 .00 .00 .00 .00
COPANY
084817 SARA LEE KNIT .00 .00 .00 .00 .00 472.00-
PRODUCTS
079942 SARTOMER COMPANY 2,643.00 1,237.50 .00 .00 .00 729.52
078321 SATTELITE INT'L .00 .00 .00 .00 .00 180.00
SUPPLY INC.
080267 SATURN CORPORATION .00 .00 .00 .00 .00 797.50
CENTER
071660 SAYLES BILTMORE .00 .00 .00 .00 .00 348.16-
BLEACHERY
003416 SCHENECTADY INT'L 165.00 .00 .00 .00 .00 390.56
005019 SCHENECTADY INT'L 4,183.50 .00 .00 .00 .00 1,561.29
071900 SCHENECTADY INT'L 10,695.40 82.50 .00 192.50 55.45 1,996.50
</TABLE>
<PAGE>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
060789 SCHULLER .00 .00 .00 .00 .00 1,471.87
INTERNATIONAL
083272 SCM CHEMICALS .00 1,652.00 2,036.00 .00 .00 .00
060109 SCOT LUBRICANTS .00 .00 48.00 .00 .00 120.00
010540 SCOTFORD/CO/SHELL 6,607.50 .00 .00 .00 .00 .00
CANADA
056207 SCOTT LABS INC. 302.50 .00 .00 .00 .00 .00
089430 SCOTT PAPER COMPANY 2,480.60 .00 .00 .00 .00 .00
026424 SCOTT PAPER COMPANY 2,435.30 220.00 .00 .00 766.02 5,795.81
084731 SEA-PRO BOATS INC. 150.00 .00 .00 .00 .00 .00
005066 SEALED AIR 137.50 .00 .00 .00 .00 27.50-
CORPORATION
073620 SEALMASTER 1,635.00 .00 .00 .00 .00 .00
MANUFACTURING
053493 SEALRIGHT COMPANY 120.00 .00 .00 .00 .00 .00
INC.
067562 SEELER INDUSTRIES 3,067.00 .00 .00 .00 .00 .00
085738 SEGO .00 .00 .00 .00 .00 381.40
056251 SELECTIVE COATINGS 1,692.00 .00 .00 .00 .00 .00
INC.
078125 SERVICE COATINGS 440.00 27.50 55.00 .00 .00 .00
INC.
057880 SERVICES TMG .00 .00 .00 .00 .00 217.63-
085163 SFPP LT 1,536.33 .00 .00 .00 .00 .00
001442 SHAKESPEARE COMPANY 27.50 137.50 205.00 .00 .00 .00
078937 SHANNON CHEMICAL .00 .00 .00 .00 27.50 385.50
CORPORATION
002778 SHARON TUBE COMPANY 253.78 .00 .00 .00 253.78 .00
063539 SHEBOYGAN PAINT 906.35 .00 .00 .00 .00 .00
CO. INC.
076642 SHELL CANADA 2,998.25 .00 .00 .00 .00 .00
016629 SHELL CHEMICAL 1,800.50 .00 .00 .00 .00 .00
COMPANY
063357 SHELL CHEMICAL 10,994.86 .00 .00 3,245.70 .00 751.00
COMPANY
073550 SHELL CHEMICAL .00 .00 .00 .00 .00 1,279.00
COMPANY
073640 SHELL CHEMICAL 137.50 .00 .00 .00 .00 900.00
COMPANY
073780 SHELL CHEMICAL 58,117.57 .00 .00 .00 69.90 1,430.76
COMPANY
073830 SHELL CHEMICAL 165.00 .00 .00 .00 .00 .00
COMPANY
074394 SHELL CHEMICAL 302.50 .00 .00 .00 .00 577.50
COMPANY
077088 SHELL CHEMICAL .00 .00 .00 .00 .00 3,769.99
COMPANY
078484 SHELL CHEMICAL 397.00 .00 .00 .00 .00 .00
COMPANY
081341 SHELL CHEMICAL 672.00 .00 .00 .00 .00 .00
COMPANY
089676 SHELL CHEMICAL 4,994.00 .00 .00 .00 .00 .00
COMPANY
014020 SHELL DEVELOPMENT 2,845.60 220.00 .00 .00 .00 185.00-
COMPANY
000712 SHELL OIL COMPANY 3,131.50 74,209.25 1,267.50 .00 55.00 .00
002769 SHELL OIL COMPANY .00 .00 .00 .00 990.86- .00
020865 SHELL OIL COMPANY 622.83 .00 .00 .00 .00 .00
022501 SHELL OIL COMPANY 1,467.92 .00 .00 .00 .00 .00
054721 SHELL OIL COMPANY .00 .00 .00 .00 .00 1,707.64
056616 SHELL OIL COMPANY .00 2,719.30- .00 .00 .00 .00
064591 SHELL OIL COMPANY .00 .00 .00 .00 .00 4,077.00
067075 SHELL OIL COMPANY 1,485.00 .00 .00 .00 .00 .00
071413 SHELL OIL COMPANY .00 .00 55.00 .00 .00 .00
072452 SHELL OIL COMPANY 3,311.89 .00 .00 .00 .00 .00
073530 SHELL OIL COMPANY 3,234.00 .00 .00 .00 .00 .00
073760 SHELL OIL COMPANY 26,298.35 .00 .00 .00 .00 .00
075337 SHELL OIL COMPANY 2,397.00 .00 .00 .00 .00 75.00
076581 SHELL OIL COMPANY 5,365.00 .00 .00 .00 .00 .00
078048 SHELL OIL COMPANY 39,516.38 6,359.74 .00 .00 2,566.00 1,328.00
081351 SHELL OIL COMPANY 7,254.00 .00 .00 .00 .00 .00
050636 SHELL WESTERN E & .00 .00 .00 45.00 .00 .00
P INC.
</TABLE>
<PAGE>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
055319 SHELL WESTERN E & .00 2,606.32 .00 .00 .00 .00
P INC.
073800 SHENANGO INC. 3,128.00 .00 .00 .00 .00 .00
073720 SHEPHERD CHEMICAL 1,180.88 .00 .00 .00 .00 .00
COMPANY
004754 SHEREX CHEMICAL 2,097.00 .00 .00 .00 .00 .00
COMPANY
053960 SHERMAN HEATING .00 .00 .00 .00 .00 245.25-
COMPANY
008303 SHERWIN WILLIAMS 247.50 .00 .00 .00 .00 .00
COMPANY
009175 SHERWIN WILLIAMS 330.00 .00 .00 .00 .00 .00
COMPANY
020436 SHERWIN WILLIAMS 612.50 .00 .00 .00 .00 36.67
COMPANY
022090 SHERWIN WILLIAMS 632.50 .00 .00 .00 .00 .00
COMPANY
050665 SHERWIN WILLIAMS 110.00 .00 .00 .00 .00 .00
COMPANY
073740 SHERWIN WILLIAMS 161.50 .00 .00 .00 .00 805.00
COMPANY
073940 SHERWIN WILLIAMS 687.50 .00 135.00 .00 55.00 392.50
COMPANY
083645 SHERWIN WILLIAMS 90.00 .00 .00 .00 .00 .00
COMPANY
018868 SHERWOOD MEDICAL 55.00 .00 .00 .00 .00 .00
INDUSTRIES
065130 SHINTECH 4,088.00 .00 .00 .00 292.00 .00
056088 SHRIEVE CHEMICAL 1,339.50 .00 .00 .00 .00 .00
COMPANY
051274 SHU CHEW INC. 160.00 40.00 .00 .00 .00 .00
080156 SICO INC. .00 .00 .00 .00 572.51 323.68
054666 SIDNEY COAL COMPANY 110.00 55.00 .00 .00 .00 1,688.00
022154 SILGAN PLASTICS 3,787.24 .00 .00 .00 .00 .00
CORP
090174 SIMPLOT 120.00 .00 .00 .00 .00 .00
SOILBUILDERS
007596 SIMPSON PAPER 27.50 .00 .00 .00 .00 .00
COMPANY
016111 SIMPSON PAPER 52.52 .00 .00 .00 .00 .00
COMPANY
082507 SIMS WAREHOUSE 55.00 .00 .00 .00 .00 .00
063015 SLACK CHEMICAL 27.50 .00 .00 .00 .00 .00
COMPANY
065747 SLOSS INDUSTRIES .00 .00 .00 .00 .00 165.00
CORP
087930 SNOWDEN ENTERPRISES .00 .00 .00 .00 .00 340.80
050401 SNPE NORTH AMERICA 285.50 .00 .00 .00 .00 .00
INC.
013298 SOCO WESTERN CHEM 82.50 .00 27.50- 27.50- .00 .00
CORP
024660 SOFECIA S A .00 .00 .00 .00 .00 180.00
086630 SOFECIA S A .00 .00 .00 .00 .00 786.00
087606 SOFECIA S A 2,673.00 2,621.54 .00 .00 475.00 .00
022874 SOLLIDAY OIL .00 .00 .00 .00 .00 168.60-
COMPANY
089084 SOLVAY AUTOMOTIVE 1,994.42 .00 .00 .00 .00 .00
089795 SOLVAY MINERALS 180.00 .00 .00 .00 .00 .00
002551 SOLVENTS AND .00 .00 .00 .00 .00 126.00
CHEMICALS
084994 SOLVENTS AND .00 .00 .00 .00 .00 188.00
CHEMICALS INC.
023215 SOLVOX MFG COMPANY .00 .00 .00 2,052.00 .00 .00
061785 SONOCO PRODUCTS 1,496.80 .00 .00 .00 .00 .00
COMPANY
076070 SONOCO PRODUCTS 1,367.95 .00 .00 .00 .00 .00
COMPANY
088854 SONOCO PRODUCTS .00 .00 137.50 .00 .00 .00
COMPANY
066946 SONY MAGETIC 585.00 .00 .00 .00 .00 .00
PRODUCTS INC.
053389 SORG PAPER COMPANY 3,566.22 .00 .00 .00 .00 .00
000101 SOUTEX WORKS 110.00 .00 .00 .00 .00 .00
009544 SOUTH ATLANTIC 3,065.99 .00 .00 .00 .00 .00
SERVICES
076530 SOUTH COAST 82.50 .00 .00 .00 .00 .00
TERMINALS
076660 SOUTHCHEM INC. 3,677.60 .00 .00 .00 .00 .00
002089 SOUTHDOWN 8,397.98 .00 .00 .00 .00 664.00-
ENVIRONMENTAL
086299 SOUTHERN CALIF 385.00 .00 .00 .00 .00 .00
EDISON
085219 SOUTHERN CALIF 707.40 .00 .00 .00 .00 .00
EDISON
012689 SOUTHERN COATINGS 137.50 .00 .00 .00 .00 .00
AND CHEM
</TABLE>
<PAGE>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
085979 SOUTHERN COTTON OIL 593.00 .00 .00 .00 .00 .00
071625 SOUTHERN COUNTIES 3,304.50 .00 .00 .00 .00 .00
OIL CO
075010 SOUTHERN 353.89 .00 .00 .00 .00 .00
MERCERIZING
063150 SOUTHERN PACIFIC .00 .00 521.00 .00 .00 .00
TRANS CO
053065 SOUTHWEST 220.00 .00 .00 .00 .00 .00
DISTRIBUTING
023669 SOUTHWEST SOLVENTS 2,261.45 .00 .00 .00 .00 145.50
AND CHEM
080875 SPADARD .00 .00 .00 .00 .00 155.00
INTERNATIONAL SER
065611 SPARTAN ADHESIVES 55.00 .00 .00 .00 .00 .00
002264 SPAULDING .00 .00 .00 2,471.00 .00 .00
COMPOSITES CO. INC.
063270 SPECIALTY MINERALS 165.00 .00 .00 .00 .00 .00
INC.
089014 SPINIELLO LIMITED .00 .00 137.50 .00 .00 .00
INC.
071380 ST JOE PAPER .00 .00 .00 .00 .00 6,210.00
COMPANY
003765 ST LAWRENCE 110.00 .00 27.50 110.00 .00 577.50
CHEMICAL LTD.
005482 ST LAWRENCE 82.50 .00 .00 .00 .00 .00
CHEMICAL LTD.
065709 ST LAWRENCE 192.50 .00 .00 .00 .00 481.04
CHEMICAL LTD.
064215 ST LAWRENCE RESIN 1,216.00 .00 .00 .00 966.60 137.50
PRODUCTS
082377 ST LOUIS COUNTY 110.00 .00 .00 .00 .00 .00
WATER
083012 ST NICHOLAS CO. 704.59 .00 .00 .00 .00 .00
089724 ST SERVICES 608.00 .00 .00 .00 .00 .00
061141 STAFLEX SPECIALTY .00 .00 .00 .00 .00 175.00-
ESTERS.
001954 STAHL USA .00 .00 .00 .00 .00 82.50
088851 STALER TISSUE CO .00 .00 1,035.50 .00 .00 .00
087197 STANADYNE 1,082.28 .00 .00 .00 .00 .00
AUTOMOTIVE CORP
073867 STANCHEM INC. .00 .00 .00 .00 .00 537.79
007944 STANCHEM OF CANADA .00 192.50- .00 .00 .00 165.00
INC.
070953 STANDARD CHLORINE 7202.50 .00 .00 .00 .00 1,232.50-
071626 STAR ENTERPRISES 8,179.58 185.22 .00 132.86 .00 255.45
074513 STAR ENTERPRISES 1,057.00 .00 .00 .00 .00 .00
076409 STAR ENTERPRISES 55.00 .00 .00 .00 .00 1,417.00
014263 STATE INDUSTRIES 55.00 .00 .00 .00 .00 .00
078050 STELCO INC. 10,878.63 941.60 .00 .00 868.84 454.14-
057464 STEPAN CANADA INC. 135.00 .00 .00 .00 55.00- .00
004907 STEPAN COMPANY 2,712.00 236.53- 310.00 .00 .00 .00
006419 STEPAN COMPANY 966.25 220.00 .00 .00 305.50 220.00
064096 STEPAN COMPANY 364.00 .00 .00 .00 .00 26.00
065455 STEPAN COMPANY .00 467.50 .00 .00 .00 24.00
065465 STEPAN COMPANY 110.00 .00 .00 .00 .00 310.00
078190 STEPAN COMPANY 8,391.25 56.00 .00 .00 .00 .00
075031 STEPAN MEXICO S A 10,585.99 .00 .00 .00 .00 .00
015656 STERLING ORGANICS 8,594.50 .00 .00 .00 .00 .00
US
085829 STERLING WINTHROP 82.50 .00 55.00- .00 .00 .00
013524 STEWART AND .00 .00 7,825.10 .00 .00 .00
STEVENSON OPERA
005075 STOCKHAUSEN INC. 1,058.00 .00 .00 .00 .00 .00
070227 STOLLER CHEMICAL CO 100.00 .00 .00 .00 .00 .00
057565 STOLT NEILSON INC. 3,405.36 .00 .00 207.00- 55.00- 272.00-
067555 STOLT NEILSON INC. 68,587.25 4,585.50 2,632.00 .00 635.70- 2,573.10
083816 STOLT NEILSON INC 11,061.10 1,302.00 1,218.00 1,787.70 .00 3,972.60
089314 STOLT NEILSON INC. 195.00 .00 .00 .00 .00 .00
082053 STONE CONSOLIDATED 58.85 .00 .00 .00 .00 .00
INC.
007194 STONE CONTAINER 1,749.00 .00 .00 .00 .00 .00
CORP
010734 STONE CONTAINER 1,036.00 .00 .00 .00 .00 322.00
CORP
</TABLE>
<PAGE>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
022224 STONE CONTAINER 210.00 .00 .00 .00 .00 .00
CORP
077392 STORA PAPYRUS 41.25 .00 .00 .00 .00 .00
NEWTON FALL
008948 STREET INDUSTRIES 2,508.00 .00 .00 .00 .00 .00
INC.
023683 STRICK CORPORATION .00 55.00 .00 .00 .00 .00
002921 SULCO CHEMICALS LTD 247.50 .00 .00 .00 .00 .00
059597 SUMITRANS 1,527.50 .00 .00 .00 .00 .00
CORP/SUMITOMO
082321 SUMMIT .00 1,100.00 .00 .00 .00 73,335.82
ENVIRONMENTAL CORP
008890 SUMMIT RESOURCE 7,880.71 23.00 .00 .00 25.00- 574.42
075070 SUN BELT 6,828.57 .00 .00 .00 .00 .00
004530 SUN CHEMICAL .00 .00 .00 .00 3,694.00 1,796.50-
COMPANY
020684 SUN CHEMICAL 27.50 .00 .00 .00 .00 .00
COMPANY
053448 SUN CHEMICAL .00 .00 .00 .00 .00 725.00
COMPANY
064273 SUN CHEMICAL .00 .00 .00 .00 .00 950.00
COMPANY
081160 SUN CHEMICAL 1,750.80 .00 .00 .00 .00 .00
COMPANY
002489 SUN COMPANY INC. .00 .00 .00 .00 .00 392.00
005896 SUN COMPANY INC. 11,501.30 1,856.98 .00 .00 .00 .00
021509 SUN COMPANY INC. 710.00 .00 .00 .00 .00 .00
022561 SUN COMPANY INC. 8,438.67 186.50 .00 .00 .00 219.50
069874 SUN COMPANY INC. 1,995.54 .00 .00 .00 200.00 275.00
079410 SUN COMPANY INC. 52,769.16 277.50 192.50 180.00 26.00 4,051.55
083786 SUN COMPANY INC. 1,389.91 .00 .00 .00 .00 .00
086444 SUN PETROCHEMICALS .00 .00 597.60 .00 .00 .00
CO
069467 SUN PINE COMPANY .00 .00 .00 .00 .00 120.00
082766 SUN PIPE LINE 826.00 .00 .00 .00 .00 .00
COMPANY
089263 SUNBURY COMPONENT 3,869.00 .00 .00 .00 .00 .00
IND INC.
050019 SUNOCO PRODUCTS 82.50 .00 .00 .00 .00 .00
COMPANY
089957 SUNRISE UTILITY 165.00 .00 .00 .00 .00 .00
079356 SUNSHINE QUALITY 27.50 .00 .00 .00 .00 .00
PRODUCTS
083757 SUPER BOND .00 .00 .00 .00 .00 247.50
000871 SUPER TECH 1,662.20 .00 .00 .00 .00 .00
PRODUCTS INC.
086734 SUPERIOR QUALITY 830.00 .00 .00 .00 .00 .00
PRODUCTS
081266 SURFACTANT 30.00- .00 .00 .00 .00 .00
TECHNOLOGY
004062 SURPASS CHEMICAL 1,972.50 .00 .00 142.98 .00 2,662.50
LTD
007975 SURPASS CHEMICAL 9,971.50 .00 29.40 276.36 1,033.38 6,055.76
LTD
062045 SUTTON 32.00 .00 .00 .00 .00 .00
LABORATORIES INC.
065023 SUTTONS INT'L (NA) 20,035.20 296.00- .00 .00 .00 3,022.36
INC.
053526 SWANK CONTRUCTION 45.00 .00 .00 .00 .00 .00
COMPANY
062067 SWEETHEART CUP CORP 55.00 .00 .00 .00 .00 .00
009134 SYBRON CORPORATION 90.00 3,304.31 110.00 200.00 45.00 200.00
020365 SYNAIR CORPORATION 217.50 .00 .00 .00 .00 .00
000699 SYNDET PRODUCTS 82.50 .00 .00 .00 .00 .00
085005 SYNERGISTICS .00 55.00 27.50 165.00 137.50 1,121.00
083316 SYNERGISTICS/CARY 1,529.00 .00 .00 .00 .00 275.00
WEST
086500 SYNTHETIC PRODUCTS 27.50 .00 .00 .00 .00 1,201.50
CO
080993 SYSTECH .00 247.50- .00 .00 .00 .00
022099 SYSTECH CORPORATION 420.00 .00 .00 .00 27.50 107.00
026171 T & T CHEMICAL 6,299.50 .00 .00 .00 .00 .00
COMPANY
089530 T C I INC. 1,500.50 .00 .00 .00 .00 .00
055329 T D S I 8,892.76 .00 4,142.72- .00 .00 .00
056884 T D S I .00 .00 .00 82.50 1,040.67 1,269.02
080596 T D S I 27.50 .00 .00 .00 .00 722.50
</TABLE>
<PAGE>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
090132 T D S I 9,733.80 .00 .00 .00 .00 .00
077369 T G SODA ASH INC. .00 .00 .00 .00 .00 74.80
075448 TAMARACK FARMS .00 .00 .00 .00 .00 27.50
DAIRY
025814 TANNER CHEMICAL 526.00 .00 .00 .00 .00 .00
COMPANY
005977 TARKETT 3,342.00 .00 .00 .00 .00 .00
INCORPORATED
084324 TAYLOR CHEMICAL CO 137.50 .00 .00 .00 .00 .00
089221 TAYLOR MINSTER .00 575.00 .00 .00 .00 .00
078478 TECHNI THERM INC. .00 .00 .00 .00 .00 969.00
060138 TECHNICAL CHEMICAL .00 .00 .00 .00 .00 120.00
CO.
010102 TECHNICAL COATINGS 165.00 .00 .00 .00 .00 .00
CO
003658 TECHNICAL PRODUCTS 604.25 .00 .00 .00 .00 .00
010109 TECHNICOTE 55.00 .00 .00 .00 .00 .00
INCORPORATED
025658 TECTRONICS 8,414.50 .00 6,151.00 .00 .00 .00
065618 TEDIA CORP .00 .00 .00 .00 .00 225.00
002199 TELEDYNE ALLVAC 404.80 .00 .00 .00 .00 .00
088042 TEMPLE-INLAND 27.50 .00 .00 .00 .00 .00
073299 TEMPLE-INLAND 946.00 .00 .00 .00 .00 .00
FOREST PROD.
075556 TEMPO CHEMICALS INC. 4,264.25 .00 279.00- .00 .00 844.00
027304 TERRA CHEMICALS 5,025.00 .00 .00 .00 .00 .00
INT'L
051347 TETLEY INC. 10,066.00 .00 .00 .00 1,734.40 510.00
088802 TETRA TECHNOLOGIES 1421.95 .00 .00 .00 .00 .00
088934 TETRA TECHNOLOGIES .00 2,083.33 .00 .00 .00 .00
000988 TEXACO CHEMICAL .00 .00 .00 .00 .00 55.00-
COMPANY
005826 TEXACO CHEMICAL 71,650.63 4,502.00 8,027.40 478.00 2,733.40 68.88-
COMPANY
006053 TEXACO CHEMICAL 55.00 .00 .00 .00 .00 .00
COMPANY
031460 TEXACO CHEMICAL 82.50 .00 .00 .00 .00 .00
COMPANY
072917 TEXACO INT TRADERS 1,111.75 .00 .00 .00 .00 .00
INC.
080018 TEXACO LUBRICANTS 3,916.68 .00 .00 .00 .00 .00
CO
014070 TEXACO REF AND 2,657.53 .00 .00 .00 .00 .00
MARKETING
056940 TEXACO REF AND 1,079.52 .00 416.00 .00 .00 982.50
MARKETING
071628 TEXACO REF AND 793.50 212.00 82.50 .00 .00 652.00
MARKETING
079351 TEXACO REF AND 4,210.38 .00 .00 .00 .00 .00
MARKETING
007830 TEXAS EASTMAN 5,418.80 .00 .00 .00 .00 .00
COMPANY
012767 TEXAS FIBERS 120.00 .00 .00 .00 .00 .00
INCORPORATED
002993 TEXAS GULF INC. .00 .00 .00 10,607.11 3,991.00 .00
084771 TEXAS INDUSTRIES .00 .00 .00 .00 .00 2,836.50
052400 TEXAS PETROCHEMICAL 120.00 .00 .00 .00 .00 .00
078662 TEXAS PLASTICS .00 .00 .00 .00 .00 125.00
INDUSTRIES
068105 TEXASGULF INC. 18,059.22 .00 .00 .00 .00 .00
085066 TEXPAR ENERGY INC. .00 .00 .00 .00 .00 776.00
081800 TEXTILE CHEMICAL 3,369.24 45.00 .00 93.25 282.23 3,615.09
CO.
004729 THATCHER CHEMICAL 1,229.83 22.00 .00 .00 192.50 1,866.25
060370 THE DIAL 247.50 .00 .00 .00 .00 8,609.42
CORPORATION
087174 THE DIAL 663.04 .00 .00 .00 .00 .00
CORPORATION
050880 THE INK COMPANY 55.00 .00 .00 .00 .00 .00
051307 THERMAL OXIDATION 357.50 .00 .00 .00 .00 .00
059274 THERMALKEM INC. 247.50 .00 .00 .00 .00 3,052.00
050501 THERMOCLAD COMPANY 25.00 .00 .00 .00 .00 .00
009790 THIELE KADLIN 24.00 .00 .00 .00 .00 .00
COMPANY
090169 THOMAS & BETTS 4,351.70 .00 .00 .00 .00 .00
068415 THOMAS BUILT BUSES 140.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
081681 THOMAS W DUNN CORP .00 .00 .00 .00 .00 210.00
065806 THOMPSON CONSUMER .00 .00 .00 .00 .00 497.46-
ELCETRONIC
085158 TIFFANY MARBLE CO. .00 .00 82.50 .00 .00 137.50
087022 TILLEY CHEMICAL .00 .00 .00 .00 .00 539.50
066143 TILLEY CHEMICAL .00 .00 .00 .00 .00 2,190.90
CO. INC.
000611 TIMKEN COMPANY 55.00 .00 .00 .00 .00 .00
064754 TIMKEN COMPANY 55.00 .00 .00 .00 .00 .00
088786 TIMKEN COMPANY 1,123.88 .00 .00 .00 .00 .00
089951 TIRA PRODUCTS 60.00 .00 .00 .00 .00 .00
085333 TITANK AGENCIES 79.00 79.00 .00 .00 .00 358.45
USA INC.
087975 TOMEN AMERICA INC. .00 .00 .00 910.70 .00 489.86
064116 TOPIDERM 27.50 .00 .00 .00 .00 .00
013948 TOSCO .00 .00 966.80 .00 .00 .00
086890 TOTAL DISTRIBUTION 4,218.50 454.30 .00 454.30 .00 .00
SERVICES
066363 TOYOTA MOTORS MFG 1,265.00 .00 .00 .00 .00 .00
USA
010686 TR-METRO CHEMICALS .00 1,202.76 .00 .00 .00 .00
INC.
083008 TRADE SHARE 1,402.50 .00 .00 .00 .00 .00
CORPORATION
075364 TRADE WASTE .00 .00 .00 .00 .00 275.00
INCINERATION
019609 TRAFPAK NORTH 280.00 .00 .00 .00 .00 .00
AMERICA INC.
089748 TRANS CHEMICAL INC. 70.00 .00 .00 .00 .00 .00
002297 TRANS CHEMICAL INC. 116.40 .00 .00 .00 .00 .00
062717 TRANS COASTAL .00 .00 .00 .00 .00 505.75-
INDUSTRIES
082460 TRANS GAS PIPE 768.00 .00 .00 .00 .00 .00
LINE CORP
082152 TRANS OCEAN 1,029.50 .00 .00 .00 .00 .00
087695 TRANS TRADE 14,362.10 .00 .00 3.50- .00 .00
086156 TRANSCHEM INC. .00 .00 .00 527.00 .00 .00
006700 TRANSCONTINENTIAL 4,780.00 .00 .00 .00 .00 .00
FWG.
054038 TRANSO ENVELOPE 192.00 .00 .00 .00 .00 .00
COMPANY
087608 TRANSDURCE 825.00 .00 .00 .00 .00 .00
POLYMERS, INC.
081176 TRANSPORT LINK .00 55.00 .00 .00 .00 .00
068144 TRANSPORTATION 642.00 .00 .00 .00 .00 .00
COST
021595 TRANSPORTERS 180.00 .00 .00 .00 .00 11,140.00
QUIUNTANILLA
088753 TRANSPORTES LOPEZ .00 100.00 .00 .00 .00 .00
E HIJOS
081352 TRANSPORTES TRESA 9,090.00 18,270.00 .00 .00 .00 .00
S A DE
003261 TREMCO MFG COMPANY .00 .00 .00 .00 .00 220.00
026636 TRI ALLWASTE .00 .00 .00 .00 .00 155.00
079802 TRI STATES .00 .00 .00 .00 .00 1,080.00
ENVIRONMENTAL
089810 TRIBOSPEC CORP 2,082.50 .00 .00 .00 .00 .00
050846 TRIMAC TRANSPORT .00 .00 .00 .00 .00 213.08
SYSTEMS
067422 TRIMAC TRANSPORT .00 .00 .00 .00 .00 750.79
SYSTEMS
003332 TRIMET TECHNICAL 935.04 .00 .00 .00 .00 .00
PRODUCTS
086671 TRINITY CHEMICAL 17,815.50 .00 .00 .00 .00 .00
IND INC.
079858 TRU-TEST 82.50 .00 .00 .00 .00 .00
008663 TRUMBULL ASPHALT .00 .00 .00 .00 .00 232.50
COMPANY
051130 TRUMBULL ASPHALT 1,038.86 .00 .00 .00 .00 .00
COMPANY
084764 TRYLINE CO INC. .00 .00 .00 .00 .00 3,136.80
077294 TULIO LANDSCAPING .00 .00 .00 .00 .00 598.76
INC.
000847 TURTLE WAX INC. 825.00 .00 .00 .00 .00 .00
011582 U N X CHEMICALS .00 27.50 .00 .00 .00 .00
INC.
084090 U S AIR FORCE .00 .00 .00 .00 .00 110.00
084520 U S ARMY 30,824.00 .00 .00 .00 .00 77.71-
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
- ---- ---- ---- ------ ------- ------- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
086175 U S E HICKSON 1,902.40 .00 .00 2,150.80 .00 .00
PRODUCTS LT
025482 U S FINISHING CORP 50.00 .00 .00 .00 .00 .00
069064 U S G CORP .00 .00 .00 .00 .00 915.00
068438 U S G INTERIORS 385.37 .00 .00 .00 .00 .00
067674 U S GYPSUM CO. 1,035.80 .00 .00 .00 .00 .00
027621 U S GYPSUM CO. 856.50 .00 .00 .00 .00 .00
063917 U S GYPSUM COMPANY 55.00 .00 .00 .00 .00 .00
065516 U S GYPSUM COMPANY 26.26 26.26 .00 .00 .00 405.00
070726 U S GYPSUM COMPANY 1,458.60 .00 .00 .00 .00 .00
074397 U S GYPSUM COMPANY 1,623.56 .00 .00 .00 .00 .00
009357 U S NAVY DEPARTMENT 137.50 .00 82.50 .00 27.50 207.50
070405 U S NAVY DEPARTMENT .00 .00 .00 .00 275.00 .00
085020 U S X CORPORATION 2,604.90 .00 .00 .00 .00 .00
085100 U S X CORPORATION 110.00 .00 .00 .00 .00 .00
086892 ULRICH CHEMICAL CO .00 .00 .00 .00 .00 178.75
071952 UNDERWOOD .00 .00 .00 .00 .00 1,014.00
INDUSTRIES
067410 UNICHEMA CHEMICAL 5,259.50 300.00 .00 .00 .00 1,061.00
INC.
076736 UNICHEMA CHEMICALS 42,670.00 .00 2,488.00- .00 .00 .00
INC.
015277 UNIFI INC. 250.00 .00 .00 .00 .00 .00
074862 UNIFIED UNIVERSAL 225.00 .00 .00 .00 .00 .00
004607 UNION CAMP 4,578.00 .00 .00 .00 .00 .00
CORPORATION
026346 UNION CAMP 2,116.00 .00 .00 82.50 .00 .00
CORPORATION
028234 UNION CAMP 55.00 .00 .00 .00 .00 319.00
CORPORATION
073865 UNION CAMP 10,653.30 .00 .00 .00 .00 1,160.50
CORPORATION
083470 UNION CAMP 1,101.60 13.75- .00 .00 27.50- 1,816.50
CORPORATION
083690 UNION CAMP 21,149.55 82.50 .00 .00 .00 1,412.00
CORPORATION
087113 UNION CAMP .00 520.00 .00 .00 .00 .00
CORPORATION
089343 UNION CAMP 875.00 .00 .00 .00 .00 .00
CORPORATION
089641 UNION CAMP 1,000.00 .00 .00 .00 .00 .00
CORPORATION
001917 UNION CARBIDE 68,882.89 .00 .00 75.00 23.00 2,373.17-
CORPORATION
003710 UNION CARBIDE .00 .00 262.50 .00 .00 .00
CORPORATION
009184 UNION CARBIDE 5,388.50 .00 .00 .00 .00 .00
CORPORATION
011681 UNION CARBIDE 38,924.57 450.00 .00 .00 135.00- .00
CORPORATION
013731 UNION CARBIDE 650.00 500.50 .00 .00 .00 2,868.58
CORPORATION
013874 UNION CARBIDE 720.00 .00 .00 .00 .00 .00
CORPORATION
054095 UNION CARBIDE 58,426.78 130.00 .00 .00 .00 957.75
CORPORATION
055860 UNION CARBIDE .00 .00 .00 .00 165.00 .00
CORPORATION
059675 UNION CARBIDE .00 .00 .00 .00 .00 24.61
CORPORATION
071285 UNION CARBIDE .00 .00 .00 .00 .00 110.00
CORPORATION
076296 UNION CARBIDE .00 .00 .00 275.00 .00 1,366.50
CORPORATION
081332 UNION CARBIDE .00 .00 .00 .00 .00 1,247.00-
CORPORATION
081717 UNION CARBIDE 729.00 2,694.99 .00 .00 .00 .00
CORPORATION
083870 UNION CARBIDE 540,352.69 9,182.58 1,685.90 4,986.47 82.50 650.71-
CORPORATION
088980 UNION CARBIDE 1,245.00 .00 .00 .00 .00 .00
CORPORATION
089501 UNION CARBIDE 1,265.00 .00 .00 .00 .00 .00
CORPORATION
065972 UNION ENVELOPE 82.50 .00 .00 .00 .00 .00
CORPORATION
065926 UNION PACIFIC 2,288.38 .00 .00 .00 .00 .00
RAILROAD COMPANY
084684 UNION TEXAS 27.50 .00 .00 .00 .00 .00
PETROLEUM
009532 UNIROYAL CHEMICAL 54,171.50 57.50 835.00 .00 .00 .00
022455 UNIROYAL CHEMICAL 4,430.00 .00 .00 .00 .00 .00
062732 UNIROYAL CHEMICAL 11,937.91 .00 2,844.07 483.11 483.11 8,725.52
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
- ---- ---- ---- ------ ------- ------- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
072376 UNIROYAL CHEMICAL 3,963.00 .00 .00 .00 .00 .00
084750 UNIROYAL CHEMICAL 13,269.50 47.50 40.50 .00 .00 138.75
084790 UNIROYAL CHEMICAL 856.25 30.00 .00 .00 .00 .00
084840 UNIROYAL CHEMICAL 88.28 .00 .00 .00 .00 .00
084980 UNIROYAL CHEMICAL 4,619.68 154.00 80.00 .00 .00 261.25
088101 UNITED BIOTECH .00 .00 .00 .00 200.00 11,523.50
079578 UNITED COLORS 165.00 .00 .00 .00 .00 .00
TECHNOLOGY
085506 UNITED PANEL 220.00 .00 .00 .00 .00 .00
084430 UNITED REFINING 1,181.44 .00 .00 .00 .00 740.61-
COMPANY
063289 UNITED STATES SUGAR 4,192.61 .00 .00 .00 .00 .00
052169 UNITED TECHNOLOGIES 567.00 .00 .00 .00 .00 .00
080894 UNITED .00 45.00 .00 .00 .00 .00
TECHNOLOGIES AUTOM
087225 UNITED 11,205.48 .00 .00 .00 .00 .00
TECHNOLOGIES AUTOM
085380 UNITEX CHEMICAL 3,850.50 .00 .00 .00 .00 .00
CORP
005973 UNIVERSAL 943.00 .00 .00 .00 .00 .00
COOPERATIVES
024653 UNIVERSAL 2,800.00 .00 .00 .00 .00 .00
FORWARDING CO
085940 UNIVERSAL PACKAGING 946.00 .00 .00 .00 .00 .00
072714 UNIVERSAL POLYMERS .00 .00 .00 .00 137.50 .00
079275 UNO-VEN .00 .00 .00 .00 .00 394.63
086549 UNOCAL 350.60 .00 .00 .00 .00 .00
002172 UNOCAL CORPORATION 4,875.90 .00 .00 .00 .00 .00
003560 UNOCAL CORPORATION 45.00 .00 .00 .00 .00 .00
009453 UNOCAL CORPORATION .00 .00 .00 .00 .00 559.00
010485 UNOCAL CORPORATION 23,991.86 198.69 .00 .00 .00 889.40
011749 UNOCAL CORPORATION .00 .00 .00 .00 412.50 .00
012275 UNOCAL CORPORATION .00 .00 .00 .00 .00 669.00
012833 UNOCAL CORPORATION .00 .00 .00 .00 .00 165.00
074954 UNOCAL CORPORATION .00 .00 .00 829.00 .00 .00
079974 UNOCAL CORPORATION .00 .00 .00 .00 .00 793.24
085570 UPJOHN COMPANY 4,500.00 .00 .00 .00 .00 .00
085580 UPJOHN COMPANY 55.00 .00 .00 .00 .00 1,487.00
079076 URETAN S A DE C V 140.00 .00 .00 .00 .00 .00
086578 USX CORPORATION 192.50 .00 .00 .00 .00 .00
090023 USX CORPORATION 55.00 .00 .00 .00 .00 .00
069950 UTILITY MFG COMPANY .00 .00 .00 .00 833.50 .00
026910 UTILITY TRAILER 160.00 .00 .00 .00 .00 24.00
COMPANY
082250 V F L TECHNOLOGY .00 .00 .00 .00 .00 590.00
065043 V V V CORPORATION 632.50 .00 .00 .00 .00 .00
089290 VALENTINE SUGAR 1,709.28 .00 .00 .00 .00 .00
059659 VALLEY PROTEIN 529.20 .00 .00 .00 .00 .00
026066 VALSPAR CORPORATION 6,272.60 .00 .00 220.00 .00 126.50-
090047 VALVOLINE CO 4,073.00 .00 .00 .00 .00 .00
061019 VALVOLINE OIL 330.00 .00 .00 .00 .00 .00
COMPANY
074959 VALVOLINE OIL 27.50 .00 .00 .00 .00 .00
COMPANY
089144 VALVOLINE OIL 220.00 .00 .00 .00 .00 .00
COMPANY
000010 VAN WATERS AND 45.00 .00 .00 .00 .00 .00
ROGERS
000142 VAN WATERS AND .00 .00 .00 .00 .00 115.00
ROGERS
000569 VAN WATERS AND 1,079.00 .00 82.50 .00 .00 722.05
ROGERS
001263 VAN WATERS AND 110.00 .00 .00 .00 135.00 .00
ROGERS
002731 VAN WATERS AND 516.40 .00 .00 .00 .00 .00
ROGERS
003067 VAN WATERS AND 3,104.02 .00 .00 .00 .00 5,844.93
ROGERS
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
- ---- ---- ---- ------ ------- ------- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
003572 VAN WATERS AND 165.00 .00 .00 .00 .00 110.00
ROGERS
004335 VAN WATERS AND 180.00 .00 .00 .00 .00 .00
ROGERS
005251 VAN WATERS AND 2,108.40 .00 .00 .00 .00 .00
ROGERS
005480 VAN WATERS AND .00 .00 .00 .00 .00 475.00
ROGERS
005956 VAN WATERS AND 137.50 .00 .00 .00 82.50 135.00
ROGERS
010288 VAN WATERS AND .00 .00 .00 .00 .00 110.00
ROGERS
012125 VAN WATERS AND 270.00 .00 .00 .00 .00 .00
ROGERS
012291 VAN WATERS AND 1,625.00 82.50 137.50 .00 130.00 335.00
ROGERS
016600 VAN WATERS AND .00 .00 471.65 .00 .00 .00
ROGERS
027932 VAN WATERS AND 3,118.90 .00 .00 .00 .00 .00
ROGERS
028261 VAN WATERS AND 200.00 .00 .00 .00 .00 .00
ROGERS
050620 VAN WATERS AND 140.00 .00 .00 .00 .00 .00
ROGERS
050640 VAN WATERS AND 14,529.69 .00 .00 .00 .00 1,843.67
ROGERS
057210 VAN WATERS AND 578.00 .00 .0 .00 .00 3,798.80
ROGERS
076588 VAN WATERS AND 17,803.37 442.50 .00 .00 2,350.00 12,964.72
ROGERS
077074 VAN WATERS AND 4,015.00 1,594.00 243.50 193.13 30.00 3,788.64
ROGERS
077090 VAN WATERS AND 337.50 .00 .00 .00 .00 .00
ROGERS
079754 VAN WATERS AND .00 .00 .00 .00 137.50 .00
ROGERS
084913 VAN WATERS AND 3,928.00 .00 .00 .00 .00 80.00
ROGERS
085770 VAN WATERS AND 55.00 .00 .00 .00 .00 .00
ROGERS
089068 VAN WATERS AND .00 2,026.68 .00 .00 .00 .00
ROGERS
074247 VAN WATERS AND 90.00 .00 .00 .00 .00 .00
ROGERS
052239 VANCHEM IN. 981.00 .00 .00 .00 .00 .00
088678 VANGAURD PLASTICS 187.00 .00 .00 .00 .00 .00
INC.
056428 VELSICOL CHMICAL 4,420.00 .00 .00 .00 .00 79.00
CORP
086180 VELSICOL CHMICAL 1,170.00 .00 .00 .00 .00 522.50
CORP
080640 VENTEX FIBERS LTD. 27.50 .00 .00 .00 .00 .00
083246 VENTURA COASTAL .00 .00 491.47 .00 .00 .00
072418 VENSUVIUS USA 6,062.70 .00 .00 .00 .00 .00
080122 VI-JON LABS INC. 962.50 320.00 .00 .00 .00 .00
090042 VIGORD INDUSTRIES 1,237.00 .00 .00 .00 .00 .00
INC.
089200 VILLE DE TERREBONNE 445.12 .00 .00 .00 .00 .00
054201 VININGS ALUM 4,303.92 .00 .00 .00 .00 .00
PRODUCTS
089083 VIPLASTICOS SA DE 90.00 .00 .00 .00 .00 .00
CV
024454 VIRGINIA CONCRETE .00 .00 .00 .00 .00 120.00
COMPANY
002737 VIRGINIA ELEC 1,998.00 .00 .00 .00 .00 .00
POWER CO.
004373 VIRGINIA 2,337.00 .00 .00 .00 .00 .00
GALVANIZING CORP
008099 VIRKLER CHEMICAL 27.50 .00 .00 .00 .00 472.20
COMPANY
005610 VISTA CHEMICAL 7,524.50 .00 .00 .00 .00 535.00
019020 VISTA CHEMICAL 170,910.01 3,989.00 2,186.38 .00 .00 2,935.47
019400 VISTA CHEMICAL 577.50 .00 .00 .00 .00 2,351.99
081761 VISTA CHEMICAL .00 2,909.20 .00 .00 .00 .00
083525 VISTA CHEMICAL 130.00 .00 .00 .00 .00 .00
026774 VISTA POLYMER .00 .00 82.50 .00 .00 .00
083604 VITAFOAM 27.50 .00 .00 .00 .00 .00
072935 VULCAN MATERIAL 191,945.35 .00 .00 1,046.50 213.50 .00
CORP
086260 VULCAN MATERIAL .00 .00 .00 .00 .00 1,014.00-
CORP
002656 VULCAN OIL COMPANY .00 165.00 27.50 .00 .00 .00
082558 VULSAY INDUSTRIES 27.50 .00 .00 .00 .00 .00
INC.
075370 VYCON CHEMICALS 510.00 .00 .00 .00 .00 .00
INC.
086043 W D SERVICES 1,596.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
- ---- ---- ---- ------ ------- ------- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
071327 W F TAYLOR CORP .00 .00 .00 .00 .00 137.50
006307 W H SHURTLEFF CO 874.72 .00 .00 .00 .00 .00
078020 W K MERRIMAN .00 .00 .00 .00 .00 3,611.32
007710 W M BARR AND 1,350.00 .00 2,208.50 275.00 27.50 1,995.50
COMPANY
077298 W R BONSAL COMPANY .00 .00 .00 480.00 .00 .00
006603 W R GRACE AND 1,425.16 .00 .00 .00 .00 .00
COMPANY
022410 W R GRACE AND 996.80 .00 .00 .00 .00 307.00
COMPANY
035320 W R GRACE AND 1,302.50 1,420.00 125.00 .00 .00 .00
COMPANY
061013 W R GRACE AND 27.50 .00 .00 .00 .00 .00
COMPANY
010577 W R GRACE 522.50 .00 .00 .00 .00 .00
CONSTRUCTION DI
077135 W S DODGE 110.00 .00 .00 .00 .00 .00
085717 WAMPLER-LONGACRE .00 .00 .00 .00 .00 200.00
CHICKEN
000419 WARLICK PAINT 2,696.64 .00 .00 .00 .00 .00
COMPANY INC.
069452 WARREN LABORATORIES 1,144.00 .00 .00 .00 .00 .00
083161 WARREN PETROLEUM 2,451.46 .00 .00 .00 .00 .00
CORP
073785 WASHINGTON STEEL .00 .00 .00 .00 25.00 225.00
CORP
089085 WASTE TECHNOLOGY 237.50 3,357.70 .00 .00 .00 .00
INC.
082112 WASTE TECHNOLOGY .00 .00 .00 .00 .00 170.00
SERVICE
089117 WATER TECH INC. 192.50 .00 .00 .00 .00 .00
084974 WATERSOLES 1,118.00 .00 .00 .00 .00 .00
002118 WATSON STANDARD .00 .00 .00 .00 .00 27.50-
COMPANY
087330 WEIRTON STEEL 891.00 100.00 685.00 .00 462.50 656.00
CORPORATION
021669 WELCHEM INC. 1,598.75 .00 .00 .00 .00 .00
005003 WELLAND CHEMICAL 935.00 .00 .00 .00 .00 2655.41
086262 WELLMAN INC. .00 52.00 .00 .00 .00 .00
002829 WEN-DON CORPORATION 55.00 .00 .00 .00 .00 .00
023224 WERTHAN INDUSTRIES .00 82.50 .00 .00 .00 .00
086020 WEST MICHIGAN 703.00 .00 .00 .00 .00 .00
STEEL FOUND
085199 WEST POINT 429.00 .00 .00 .00 .00 .00
PEPPERELL
073471 WESTERN KRAFT 6,789.60 .00 .00 .00 .00 .00
COMPANY
089886 WESTERN KRAFT 261.00 .00 .00 .00 .00 .00
COMPANY
052808 WESTERN PUBLISHING 611.00 .00 .00 .00 .00 .00
CO INC.
027668 WESTERN TEXTILE .00 110.00 .00 .00 .00 745.00-
PRODUCTS
058609 WESTERN ZIRCONIUM 302.50 .00 357.50 .00 .00 .00
026450 WESTFIELD TANNING 27.50 .00 .00 .00 .00 .00
COMPANY
005329 WESTINGHOUSE 26.00 .00 .00 .00 .00 .00
ELECTRIC CO
056477 WESTINGHOUSE .00 .00 .00 .00 .00 1,468.50
ELECTRIC CO
087890 WESTINGHOUSE 220.00 .00 .00 .00 .00 425.00
ELECTRIC CO
087950 WESTINGHOUSE 1,345.85 .00 .00 .00 .00 .00
ELECTRIC CO
088040 WESTINGHOUSE 12,301.92 .00 .00 .00 .00 .00
ELECTRIC CO
083019 WESTLAKE .00 .00 .00 .00 .00 100.00-
PETROCHEMICAL COMPANY
086318 WESTLAKE STYRENE 700.00 .00 .00 .00 .00 .00
025417 WESTLAND OIL 6,749.90 .00 .00 .00 .00 .00
COMPANY INC
086827 WESTROCK 1,112.26 .00 .00 .00 .00 .00
INDUSTRIES LTD
007796 WESTVACO 50,305.87 2,025.00 1,620.00 1,661.88 205.00 6,807.38
CORPORATION
007950 WESTVACO 6,692.45 .00 100.00 .00 .00 .00
CORPORATION
027909 WESTVACO 683.40 .00 .00 .00 .00 .00
CORPORATION
074601 WESTVACO 3,136.80 .00 .00 .00 .00 125.00
CORPORATION
078202 WESTVACO 23,888.25 .00 962.50 .00 .00 27.50
CORPORATION
081049 WESTVACO 82.50 .00 27.50 .00 .00 .00
CORPORATION
087430 WESTVACO 1,786.24 .00 .00 .00 .00 98.32
CORPORATION
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
- ---- ---- ---- ------ ------- ------- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
087690 WESTVACO 55.00 .00 .00 .00 .00 .00
CORPORATION
087700 WESTVACO 1,424.63 .00 .00 .00 .00 1,597.50
CORPORATION
087720 WESTVACO 2,102.30 .00 .00 .00 .00 .00
CORPORATION
087740 WESTVACO 1,564.84 1,543.20 .00 .00 .00 229.50
CORPORATION
076292 WESTVAC US .00 .00 .00 .00 .00 195.00
ENVELOPE DIV
014606 WEYERHAEUSER 55.00 .00 .00 .00 .00 693.00-
COMPANY
088020 WEYERHAEUSER 55.00 .00 .00 .00 .00 .00
COMPANY
088230 WHEATLAND TUBE .00 .00 .00 .00 .00 230.46
COMPANY
072503 WHEELING 8,726.07 55.00 300.00 1,787.72 1,644.82 617.50-
PITTSBURGH STEEL
074595 WHEELING STEEL CORP .00 .00 132.00 22.00 22.00 71.50
056693 WHIP MIX CORP 2,100.00 .00 .00 .00 .00 .00
075334 WHIRLPOOL 3,767.50 .00 .00 .00 .00 2,025.00
CORPORATION
008022 WHITE AND BAGLEY .00 .00 .00 .00 .00 313.00
OF MICH
050536 WHITEHALL PLYWOOD 220.00 .00 .00 .00 .00 275.00
062430 WILLAMETTE 9,169.50 .00 .00 .00 .00 110.00
INDUSTRIES INC.
082611 WILLIAM HOUSE INC. .00 .00 .00 .00 .00 226.75
012400 WILLIAM T BURNETT 82.50 .00 .00 .00 .00 275.00
COMPANY
074849 WILLIAMSPORT 3,874.59 .00 .00 .00 .00 .00
WIREROPE
089374 WILSON LABORATORIES 90.00 .00 .00 .00 .00 .00
081053 WIM VOS USA INC. .00 .00 .00 .00 .00 1,595.97
089643 WIM VOS USA INC. 136.00 .00 .00 .00 .00 .00
089330 WISE FOODS 55.00 .00 .00 .00 .00 .00
006776 WITCO CHEMICAL 82.50 .00 .00 .00 .00 137.50-
COMPANY
003627 WITCO CORPORATION 54.25 .00 .00 .00 .00 .00
004100 WITCO CORPORATION 1,413.18 .00 .00 .00 .00 241.50
004563 WITCO CORPORATION 4,642.07 .00 .00 .00 .00 .00
015063 WITCO CORPORATION .00 .00 .00 .00 .00 90.00
020624 WITCO CORPORATION 2,194.50 .00 .00 .00 .00 .00
055673 WITCO CORPORATION 5,937.40 .00 .00 40.00 .00 8,766.70
065824 WITCO CORPORATION .00 .00 .00 .00 .00 275.00-
067530 WITCO CORPORATION .00 .00 .00 .00 .00 302.50
070445 WITCO CORPORATION 55.00 .00 .00 .00 .00 .00
075245 WITCO CORPORATION .00 .00 .00 .00 .00 335.00
089370 WITCO CORPORATION 9,330.77 .00 .00 .00 .00 .00
089380 WITCO CORPORATION 220.00 .00 .00 .00 .00 347.50
089410 WITCO CORPORATION 5,477.66 .00 .00 .00 .00 632.50
089420 WITCO CORPORATION 220.00 55.00 .00 .00 .00 1,822.50
089440 WITCO CORPORATION 2,575.34 9933.70 .00 .00 .00 .00
067801 WOLVERINE 82.50 .00 .00 .00 .00 .00
TECHNOLOGY CORP
075385 WOOD CO LTD W C 137.50 .00 .00 .00 .00 .00
084320 WOOD FIBER .00 .00 .00 .00 .00 1,884.53
INDUSTRIES
001464 WOODBRIDGE FOAM 135.00 .00 .00 .00 .00 1,072.50
PRODUCTS
071084 WOODBRIDGE FOAM 1,439.70 .00 .00 .00 .00 .00
PRODUCTS
081028 WOODBRIDGE FOAM 14,420.50 .00 .00 .00 .00 6.59
PRODUCTS
055330 WOODS WIRE PRODUCTS .00 .00 .00 .00 .00 297.50
065304 WORLDWIDE DISPATCH 450.00 .00 .00 .00 .00 .00
058868 WORTH CHEMICAL CORP 402.00 .00 .00 .00 .00 .00
089820 WORTH CHEMICAL CORP 27.50 .00 .00 .00 .00 .00
009851 WORTH INC. .00 .00 .00 .00 .00 36.00-
054436 WORTHINGTON FOODS 27.50 .00 .00 .00 .00 .00
INC.
088357 WORTHINGTON STEEL 453.00 .00 .00 .00 .00 .00
CO.
</TABLE>
<PAGE>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
<TABLE>
<CAPTION>
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
- ---- ---- ---- ------ ------- ------- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
077751 WYCO WELL SERVICE .00 .00 .00 .00 .00 2,578.00
088640 YORK INTERNATIONAL 55.00 .00 .00 .00 .00 .00
CORP
004555 YOUNGER BROTHERS .00 .00 .00 .00 .00 1,622.88
025160 ZACLON INC. 24,129.01 3,478.83 .00 .00 .00 138.60
088097 ZEGO GRP 590.00 .00 .00 .00 .00 .00
055829 ZENECA INC/AG .00 .00 .00 .00 .00 1,350.00-
PRODUCTS
004528 ZENECA INC/ 18,150.00 .00 .00 .00 104.00 .00
AGROCHEMICALS
066470 ZENECA RESINS INC. 55.00 .00 .00 .00 .00 .00
068365 ZENECA SPECIALTY 1,538.44 55.00 .00 .00 .00 .00
INKS
089551 ZENECA SPECIALTY 137.50 .00 .00 .00 .00 .00
INKS
084282 ZEON CHEMICALS 12,098.70 .00 .00 .00 .00 .00
089309 ZEXEL ILLINOIS INC. 1,055.00 .00 .00 .00 .00 .00
008544 ZINC CORP OF 11,745.00 .00 .00 .00 .00 130.00
AMERICA
050276 ZOECON INDUSTRIES .00 .00 .00 .00 .00 225.00-
TOTAL 21,966,704.68 723,465.19 251,299.07 186,995.07 137,885.85 1,276,000.80
BALANCE 24,542,350.66
</TABLE>
<PAGE>
CHEMICAL LEAMAN TANK LINES, INC.
SUMMARY
Summary of Chemical Leaman Tank Lines, Inc. aged accounts receivable as of
May 1, 1993 (showing detailed aging less than 90 days from invoice date) total
$24,542,350.
===========
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 1
<TABLE>
<CAPTION>
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- --- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
C 07893 $27 $27.50
CUST TOTAL...... 27 27.50
83782 A B B POWER T & D CO. NEWTON BRIDGE ROAD GA ATHENS $7,112 $7,112.00
79807 A B B POWER T & D CO. 4350 SEMPLE AVENUE MO SAINT LOUIS $1,381 $3,873 $5,255.22
CUST TOTAL...... 8,493 3,873 12,367.22
81975 A B C COMPOUNDING COMPAN P O BOX 16247 GA ATLANTA $27 $27.50
CUST TOTAL...... 27 27.50
90002 A E S BEAVER VALLEY P O BOX 27714 TX HOUSTON $4,375 $4,375.10
CUST TOTAL...... 4,375 4,375.10
60803 A H SMITH BRANCHVILLE ROAD MD BRANCHVILLE $20 20.00
CUST TOTAL...... 20 $20.00
88369 A HARRISON & CO INC. P O BOX 494 RI PAWTUCKET $1,930 $1,930.50
CUST TOTAL...... 1,930 1,930.50
86942 A O SMITH CORP 630 SOUTHWEST ST OH BELLEVUE $2,515 $2,515.38
CUST TOTAL...... 2,515 2,515.38
81384 A O SMITH CORPORATION 5960 FALCON ROAD IL ROCKFORD $1,896 $1,896.00
88065 A O SMITH CORPORATION 3301 CLINE ROAD IN CORYDON $1,323 $1,323.96
18270 A O SMITH CORPORATION P O BOX 510 SC MCBEE $330 $330.00
86206 A O SMITH CORPORATION 52 A O SMITH ROAD IN MILAN $82 $82 $165.00
53507 A O SMITH CORPORATION 3533 N 27TH STREET WI MILWAUKEE $1,350 $1,350.00
CUST TOTAL...... 4,569 82 330 82 5,064.95
76254 A SCHULMAN INC 3550 WEST MARKET ST OH AKRON $55 $55.00
CUST TOTAL...... 55 55.00
82153 A SHULMAN % THE SUN PRENE CO OH BELLEVUE $82 $82.50
CUST TOTAL...... 82 82.50
25619 A T & T P O BOX 105154 GA ATLANTA $4,651 $4,651.20
CUST TOTAL...... 4,651 4,651.20
57838 A W COMPOUNDERS 5 PINELANDS AVENUE ON STONEY CREEK $55 $55.00
CUST TOTAL...... 55 55.00
05724 ABB POWER T & D COMPANY P O BOX 2448 IN MUNCIE $1,895 $1,895.12
84236 ABB POWER T & D COMPANY 1400 PARK AVENUE NJ LINDEN $275 $275.00
CUST TOTAL..... 1,895 275 2,170.12
88301 ABB POWER T & D COMPANY RESERVE ROAD CT HARTFORD $602 $602.35
CUST TOTAL...... 602 602.35
82951 ABBOTT LABORATORIES INBOUND FREIGHT PAYMENT IL ABBOTT PARK $2,007 $2,034 $4,041.74
18338 ABBOTT LABORATORIES 16TH & SHERIDAN ROAD IL N CHICAGO $1,179 $2,311 $3,490.10
CUST TOTAL...... 3,186 2,311 2,034 7,531.84
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 2
<TABLE>
<CAPTION>
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- --- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
89910 ABC TRAFFIC SERVICE P O BOX 26035 NC CHARlOTTE $5,811 $5,811.00
CUST TOTAL...... 5,811 5,811.00
00130 ABCO P O BOX 335 SC ROEBUCK $75 $2,981 $3,056.88
CUST TOTAL...... 75 2,981 3,056.88
53282 ABSORPTION SYSTEMS INC. PO BOX 387 NJ MILLBURN $4,904 $4,501 $1,155 $5,528 $16,089.84
CUST TOTAL...... 4,904 4,501 1,155 5,528 16,089.84
83835 ACCENT STRIPE COMPANY 3275 BENZING ROAD NY ORCHARD PARK $4,168 $4,168.00
CUST TOTAL...... 4,168 4,168.00
73385 ACCOUNTS RECEIVABLE PA LIONVILLE $704- $704.00-
CUST TOTAL...... 704- 704.00-
89077 ACCU PAC INC. 301 ISLAND ROAD NJ MAHWAH $110 $110.00
CUST TOTAL...... 110 110.00
79319 ACE CORP P O BOX 296 LA KEITHVILLE $1,762 $1,762.50
CUST TOTAL...... 1,762 1,762.50
58739 ACE HARDWARE CORP 21901 CENTRAL AVENUE IL MATTESON $357 $357.50
CUST TOTAL...... 357 357.50
55539 ACE PAPER PRODUCTS 7986 N TELEGRAPH ROAD MI MONROE $576 $576.50
CUST TOTAL...... 576 576.50
72036 ACERLAN 609 STONE AVENUE TX LAREDO $4,010 $4,010.00
CUST TOTAL...... 4,010 4,010.00
03773 ACHEM CORPORATION P O BOX 930 SC COWPENS $105 $105.00
CUST TOTAL...... 105 105.00
52663 ACID PRODUCTS CO INC. 600 WEST 41ST STREET IL CHICAGO $413 $413.77
CUST TOTAL...... 413 413.77
00230 ACME BORDEN 1401 CIRCLE AVENUE IL FOREST PARK $8,631 $1,828 $1,195 $11,655.29
CUST TOTAL...... 8,631 1,828 1,195 11,655.29
09734 ACME RESIN CORPORATION 10330 W ROOSEVELT ROAD IL WESTCHESTER $660 $660.00
CUST TOTAL...... 660 660.00
10327 ACTO KLEEN COMPANY 7869 PARAMOUNT BLVD CA PICO RIVERA $959 $959.80
CUST TOTAL...... 959 959.80
74621 ACUCOTE INC. 910 EAST ELM STREET NC GRAHAM $110 $110.00
CUST TOTAL...... 110 110.00
15601 ADCOM METALS COMPANY INC. STEPHENS DRIVE KY NICHOLASVILLE $247 $247.50
CUST TOTAL...... 247 247.50
75608 ADM TRANSPORT P O BOX 3574 GA MACON $290 $290.00
CUST TOTAL...... 290 290.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 3
<TABLE>
<CAPTION>
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- --- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10248 ADVANCE TRANSMIT MIX 613 OAK LANE PA GLENOLDEN $200 $200.00
CUST TOTAL...... 200 200.00
24115 ADVANCED AEROMATICS P O BOX 1516 TX BAYTOWN $27 $27.50
CUST TOTAL...... 27 27.50
13543 AEROVOX INDUSTRIES INC. 740 BELLEVILLE AVENUE MA NEW BEDFORD $137 $82 $412 $632.50
CUST TOTAL...... 137 82 412 632.50
72191 AERVOE PACIFIC 1198 SAN MILL ROAD NV GARDNERVILLE $27 $27.50
CUST TOTAL...... 27 27.50
89937 AG DIV CIBA-GEIGY CORP C/O MID-OHIO CHEMICAL CO OH MT STERLING $110 $110.00
CUST TOTAL...... 110 110.00
84971 AG ORGANICS 130 BRAINARDS ROAD NJ PHILLIPSBURG $2,021 $2,021.89
CUST TOTAL...... 2,021 2,021.89
82915 AGWAY INC. 729 LOUCKS MILL ROAD PA YORK $23 $23.00
CUST TOTAL...... 23 23.00
00890 AIR PRODUCTS AND CHEMICALS P O BOX 97 KY CALVERT CITY $2,434 $220 $2,654.18
01271 AIR PRODUCTS AND CHEMICALS P O BOX 227 MA HOPKINTON $3,588 $3,588.00
39670 AIR PRODUCTS AND CHEMICALS P O BOX 231 NJ PAULSBORO $11,858 $11,858.65
00660 AIR PRODUCTS AND CHEMICALS P O BOX 25702 PA LEHIGH VALLEY $29,947 $2,917 $210 $648 $33,722.75
68983 AIR PRODUCTS AND CHEMICALS 409 OLD PELZER ROAD SC PIEDMONT $540 $540.72
90059 AIR PRODUCTS AND CHEMICALS C/O E I DUPONT WV BELLE $1,173 $1,173.00
CUST TOTAL...... 49,542 2,917 430 648 53,537.30
15823 AIRCO INDUSTRIAL GASES P O BOX 590 DE CLAYMONT $19,071 $13,595 $32,666.95
65189 AIRCO INDUSTRIAL GASES P O BOX 361 MD PASADENA $1,026 $1,026.60
07177 AIRCO INDUSTRIAL GASES 9 RANGER DRIVE ME KITTERY $2,748 $1,497 $4,245.78
71826 AIRCO INDUSTRIAL GASES P O BOX 417 NJ MIDDLESEX $20,600 $20,600.50
05256 AIRCO INDUSTRIAL GASES 101 CATHERINE STREET NY BUFFALO $1,062 $1,062.00
89243 AIRCO INDUSTRIAL GASES 2095 MARIE-VICTORIAN STRE PQ CONTRECOEUR $7,537 $1,448 $8,986.55
01158 AIRCO INDUSTRIAL GASES P O BOX 247 WV CHESTER $499 $499.21
CUST TOTAL...... 50,984 17,603 499 69,087.59
16930 AKRON CITY HOSPITAL 525 E MARKET STREET OH AKRON $253 $596 $849.50
CUST TOTAL...... 253 596 849.50
10464 AKRON DISPERSIONS 3291 SAWMILL ROAD OH COPLEY $524 $524.00
CUST TOTAL...... 524 524.00
79280 AKZO CHEMICALS ROUTE 2 WV GALLIPOLIS FER $55 $55.00
CUST TOTAL...... 55 55.00
28980 AKZO CHEMICALS INC US HWY 341 EAST GA BAXLEY $4,296 $4,296.12
68866 AKZO CHEMICALS INC P O BOX 909711 IL CHICAGO $33,809 $612 $34,421.80
88745 AKZO CHEMICALS INC 300 SOUTH RIVERSIDE PLAZA IL CHICAGO $3,202 $2,430 $10,890 $16,522.50
75350 AKZO CHEMICALS INC 2904 MISSOURI AVENUE IL E SAINT LOUIS $1,389 $1,389.60
04590 AKZO CHEMICALS INC 8201 WEST 47TH STREET IL MCCOOK $2,776 $2,776.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 4
<TABLE>
<CAPTION>
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- --- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
78000 AKZO CHEMICALS INC 9901 SAND CREEK HWY MI WESTON $4,519 $3,246 $198- $7,567.96
78070 AKZO CHEMICALS INC MEADOW ROAD NJ EDISON $3,552 $3,552.55
51815 AKZO CHEMICALS INC 2153 LOCKPORT-OLCOTT ROAD NY BURT $25 $25.00
78887 AKZO CHEMICALS INC 1313 WINDSOR AVENUE OH COLUMBUS $1,946 $1,028 $2,974.69
23132 AKZO CHEMICALS INC 13000 BAY PARK ROAD TX PASADENA $1,453 $4,584 $150- $5,887.50
78040 AKZO CHEMICALS INC P O BOX 1721 WV GALLIPOLIS FRY $7,164 $1,991 $9,155.69
CUST TOTAL...... 58,157 14,052 2,082 14,278 88,569.41
74507 AKZO COATINGS AMERICA INC 434 W MEATS AVENUE CA ORANGE $110 $137 $247.50
CUST TOTAL...... 110 137 247.50
68590 AKZO COATINGS INC 4730 CRITTENDEN DRIVE KY LOUISVILLE $948 $948.00
86868 AKZO COATINGS INC P O BOX 7062 MI TROY $27 $82 $220 $412 $742.50
68630 AKZO COATINGS INC 100 BELMONT DRIVE NJ SOMERSET $646 $646.48
CUST TOTAL...... 673 1,030 220 412 2,336.98
22800 AKZO SALT INC 2065 MANCHESTER ROAD OH AKRON $2,264 $2,264.75
CUST TOTAL...... 2,264 2,264.75
05719 ALBRIGHT & WILSON AMERICA P O BOX 26229 VA RICHMOND $6,553 $935 $210 $7,698.23
CUST TOTAL...... 6,553 935 210 7,698.23
68562 ALCAN ROLLED PRODUCTS 151 JOHN JAMES AUDUBON NY AMHERST $27 $137 $165.00
CUST TOTAL...... 27 137 165.00
76624 ALCHEM PRODUCTS P O BOX 137 PA NEWTOWN SQUARE $2,693 $2,693.00
CUST TOTAL...... 2,693 2,693.00
88592 ALCOA ALUMINUM PARK AVENUE EAST NY MASSENA $3,910 $3,910.50
CUST TOTAL...... 3,910 3,910.50
88067 ALCOA SPEICALTY CHEMICAL 213 WARD CIRCLE TN BRENTWOOD $1,874 $1,413 $666 $3,954.22
CUST TOTAL...... 1,874 1,413 666 3,954.22
10125 ALEX C FERGUSSON CO SPRING MILL DRIVE PA FRAZER $10,649 $1,503 $972 $391- $12,733.40
CUST TOTAL...... 10,649 1,503 972 391- 12,733.40
89985 ALISO WATER MGMT AGENCIES 28303 ALICIA PARKWAY CA LAGUNA NIGUEL $588 $588.40
CUST TOTAL...... 588 588.40
88300 ALKO AMERICA 106 ELM STREET SC LANCASTER $1,406 $1,406.99
CUST TOTAL...... 1,406 1,406.99
87558 ALL AMERICAN GOURMET 607 PHILLIPS STREET NY FULTON $82 $27 $110.00
CUST TOTAL...... 82 27 110.00
85103 ALL AMERICAN READY MIX I 530 FAILE STREET NY BRONX $40 $40.00
CUST TOTAL...... 40 40.00
54663 ALL CHEMICAL 104 JAPHET STREET TX HOUSTON $412 $412.50
CUST TOTAL..... 412 412.50
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 5
<TABLE>
<CAPTION>
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- --- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
89888 ALL TANK TRANSPORT 900 FLOORA AVENUE OH AKRON $1,480 $1,480.00
CUST TOTAL...... 1,480 1,480.00
04436 ALLEGHENY LUDLUM STEEL P O BOX 565 PA LEECHBURG $82 $27 $110.00
68399 ALLEGHENY LUDLUM STEEL 130 LINCOLN AVENUE PA VANDERGRIFT $55 $55.00
CUST TOTAL...... 82 55 27 165.00
80716 ALLEGHENY PATICLEBOARD RD 1 BOX 266 PA KANE $250 $250.00
CUST TOTAL...... 250 250.00
01160 ALLENTOWN CEMENT COMPANY P O BOX 199 PA BLANDON $84,224 $13,201 $59- $2,797 $100,163.72
08404 ALLENTOWN CEMENT COMPANY P O BOX 199 PA BLANDON $1,041 $1,041.16
CUST TOTAL...... 85,265 13,201 59- 2,797 101,204.88
70641 ALLIANCE AGRANOMICS 6526 MECHANICSVILLE TURN VA MECHANICSVILLE $10,434 $10,434.02
CUST TOTAL...... 10,434 10,434.02
01630 ALLIANCE CHEMICAL COMPANY 33 AVENUE P NJ NEWARK $55 $55.00
CUST TOTAL...... 55 55.00
90090 ALLIANCE FERTILIZER CORP 5810 MEADOW BRIDGE ROAD VA MECHANICSVILLE $849 $849.00
CUST TOTAL...... 849 849.00
85169 ALLIANCE PAINT AND COATING 510 W ELY STREET OH ALLIANCE $27 $27.50
CUST TOTAL...... 27 27.50
81201 ALLIED CHEMICAL P O BOX 2000 ON AMHERSTBURG $3,112 $3,112.73
CUST TOTAL...... 3,112 3,112.73
20486 ALLIED COLLOIDS INC. 2301 WILROY ROAD VA SUFFOLK $147 $550 $697.00
CUST TOTAL...... 147 550 697.00
72358 ALLIED PROCESSORS 701 TIFFANY STREET WI BOYCEVILLE $137 $302 $440.00
CUST TOTAL...... 137 302 440.00
55076 ALLIED-SIGNAL INC. 6100 PHILADELPHIA PIKE DE CLAYMONT $24 $1,704 $1,728.00
16035 ALLIED-SIGNAL INC. 5005 SOUTH HARLEM AVENUE IL BERWYN $72 $72.00
89481 ALLIED-SIGNAL INC. P O BOX 1748 KS PITTSBURG $23,731 $2,785 $26,516.00
89597 ALLIED-SIGNAL INC. P O BOX 1087 NJ MORRISTOWN $8,809 $8,809.00
86928 ALLIED-SIGNAL INC. FRICTION MATERIALS GROUP OH CLEVELAND $8,082 $6,547 $8,611 $23,241.12
07040 ALLIED-SIGNAL INC. BERMUDA & MARGARET STS PA PHILADELPHIA $23,445 $23,445.60
01431 ALLIED-SIGNAL INC. FIBERS DIV SC COLUMBIA $110 $86 $5,244 $5,440.38
15005 ALLIED-SIGNAL INC. ROUTE 10 VA HOPEWELL $61,350 $1,464 $90 $2,571- $60,333.91
88974 ALLIED-SIGNAL INC. C/O CHEMICAL LEAMAN TANK VA PRINCE GEORGE $118,431 $75 $23,534 $142,040.84
CUST TOTAL......244,056 12,576 32,321 2,672 291,626.85
51486 ALP LIGHTING 6965 AIRPORT HWY NJ PENNSAUKEN $110 $110.00
CUST TOTAL...... 110 110.00
10685 ALPHA CHEMICAL CORP 1 JABEZ AVENUE NJ NEWARK $82 $82.50
CUST TOTAL...... 82 82.50
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 6
<TABLE>
<CAPTION>
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- --- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
89644 ALTERNATE CIRCUIT TECHNO 46 ROGERS ROAD MA WARD HILL $550 $550.00
CUST TOTAL...... 550 550.00
39045 ALUMAX ALUMINUM CORP P O BOX 3167 PA LANCASTER $263 $263.73
CUST TOTAL...... 263 263.73
79260 ALUMAX MILL PRODUCTS INC. 1111 IOWA STREET CA RIVERSIDE $3,269 $3,269.72
CUST TOTAL...... 3,269 3,269.72
89342 ALUMINUM COMPANY OF AMER. P O BOX 170 PA PITTSBURGH $1,749 $2,024 $3,773.00
CUST TOTAL...... 1,749 2,024 3,773.00
08590 ALVA INC. P O BOX 5857 SC GREENVILLE $55 $55- $1,184 $1,184.40
CUST TOTAL...... 55 55- 1,184 1,184.40
87870 AM PEL CORP 7200 HICKMAN IA DES MOINES $3,931 $3,931.84
CUST TOTAL...... 3,931 3,931.84
04257 AMANA REFRIGERATION INC. MAIN STREET IA AMANA $2,717 $2,717.96
55621 AMANA REFRIGERATION INC. 1810 WILSON PARKWAY TN FAYETTEVILLE $738 $738.00
CUST TOTAL...... 738 2,717 3,455.96
68722 AMCHEM PRODUCTS INC. P O BOX 2111 MI WARREN $1,506 $1,363 $2,869.00
CUST TOTAL...... 1,506 1,363 2,869.00
58615 AMERADA HESS CORPORATION P O BOX 6950 NJ WOODBRIDGE $792 $2,117 $2,909.85
CUST TOTAL...... 792 2,117 2,909.85
26389 AMERIBROM INC. P O BOX 24 HWY 133 WEST NC ROCKY POINT $628 $628 $1,256.00
CUST TOTAL...... 628 628 1,256.00
04999 AMERICAN & EFIRD MILLS P O BOX 507 NC MOUNT HOLLY $1,062 $1,062.00
CUST TOTAL...... 1,062 1,062.00
76703 AMERICAN CHEMICAL CORP 46915 LIBERTY DRIVE MI WIXOM $165 $165.00
CUST TOTAL...... 165 165.00
82052 AMERICAN CHEMICAL WORKS P O BOX 6031 RI PROVIDENCE $183 $183 $3,635 $4,002.64
CUST TOTAL...... 183 183 3,635 4,002.64
02250 AMERICAN CYANAMID CO P O BOX 1924 AL MOBILE $336 $336.00
02150 AMERICAN CYANAMID CO P O BOX 425 CT WALLINGFORD $8,835 $1,163 $1,006 $185- $10,819.50
02640 AMERICAN CYANAMID CO 1801 CYANAMID ROAD FL PACE $2,244 $2,244.50
11165 AMERICAN CYANAMID CO 10800 RIVER ROAD LA AVONDALE $200 $200.00
54434 AMERICAN CYANAMID CO P O BOX 545 MI ESCANABA $3,747 $1,545 $5,292.92
03020 AMERICAN CYANAMID CO 2715 MILLER ROAD MI KALAMAZOO $23,938 $2,442 $1,262 $1,019 $28,660.90
51943 AMERICAN CYANAMID CO P O BOX 817 MO HANNIBAL $43,624 $18,018 $61,642.00
85937 AMERICAN CYANAMID CO STATE ROUTE 168 & J J SP MO SOUTH RIVER $11,009 $382- $10,627.75
74123 AMERICAN CYANAMID CO P O BOX 32787 NC CHARLOTTE $150,090 $9,201 $2,059 $650 $162,001.00
82616 AMERICAN CYANAMID CO P O BOX 32787 NC CHARLOTTE $8,271 $923 $9,194.59
86233 AMERICAN CYANAMID CO INT'L BILLING ON NC CHARLOTTE $447 $275 $722.50
02220 AMERICAN CYANAMID CO WEST MAIN STREET NJ BOUND BROOK $415 $415 $830.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 7
<TABLE>
<CAPTION>
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- --- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
02260 AMERICAN CYANAMID CO BOX 31 NJ LINDEN $24 $48 $72.00
11205 AMERICAN CYANAMID CO FT OF TREMLEY PT ROAD NJ WARNERS $3,627 $3,627.85
09030 AMERICAN CYANAMID CO 1 CYANAMID PLAZA NJ WAYNE $1,822 $564 $2,386.50
07383 AMERICAN CYANAMID CO CUTTER DOCK ROAD NJ WOODBRIDGE $440 $440.00
88963 AMERICAN CYANAMID CO ATTN ACCOUNTS PAYABLE WV BELMONT $1,900 $1,900.00
02280 AMERICAN CYANAMID CO ROUTE 2 NORTH WV WILLOW ISLAND $40,739 $5,687 $210 $46,636.83
CUST TOTAL......301,241 39,452 5,276 1,665 347,634.84
73310 AMERICAN ELECTRIC 8733 HAMILTON ROAD MS SOUTHAVEN $1,750 $1,750 $3,500.00
CUST TOTAL...... 1,750 1,750 3,500.00
55261 AMERICAN FIBRIT INC. 76 ARMSTRONG RD MI BATTLE CREEK $473 $473.00
CUST TOTAL...... 473 473.00
90236 AMERICAN INK AND COATING PERKIOMEN ROAD PA PHOENIXVILLE $55 $55.00
CUST TOTAL...... 55 55.00
89912 AMERICAN LUBRICATION CO 500 S FRONT ST TN MEMPHIS $838 $838.44
CUST TOTAL...... 838 838.44
02324 AMERICAN NATIONAL CAN CO P O BOX 66935 IL CHICAGO $110 $110.00
CUST TOTAL...... 110 110.00
88189 AMERICAN PACKAGING CORP COATING DIVISION PA PHILADELPHIA $4,751 $556 $5,307.60
CUST TOTAL...... 4,751 556 5,307.60
53045 AMERICAN RESOUCE RECOVE 901 EAST BODLEY TN MEMPHIS $4,180 $1,050 $420 $21,905 $27,555.50
CUST TOTAL...... 4,180 1,050 420 21,905 27,555.50
83682 AMERICAN SAW & MFG CO P O BOX 504 MA E LONGMEADOW $135 $135.00
CUST TOTAL...... 135 135.00
25602 AMERICAN STANDARD 605 SOUTH ELLSWORTH AVE OH SALEM $82 $82.50
CUST TOTAL...... 82 82.50
59039 AMERICAN STEEL FOUNDRY 3761 CANAL STREET IN E CHICAGO $513 $513.00
57901 AMERICAN STEEL FOUNDRY 1001 E BROADWAY OH ALLIANCE $220 $220.00
CUST TOTAL...... 513 220 733.00
03260 AMERICAN SWEETENERS INC LEE BOULEVARD PA FRAZER $34,260 $34,260.80
CUST TOTAL...... 34,260 34,260.80
03240 AMERICAN SYNTHETIC RUBBER 4520 CAMP GROUND ROAD KY LOUISVILLE $27 $27.50
CUST TOTAL...... 27 27.50
85407 AMERICAN ULTRA SPECIALTI 6855 INDUSTRIAL PARKWAY OH HUDSON $192 $192.50
CUST TOTAL...... 192 192.50
83070 AMERIPOL SYNPOL COMPANY P O 667 TX PORT NECHES $50 $50.00
CUST TOTAL...... 50 50.00
08163 AMERON COMPANY P O BOX 192610 AR LITTLE ROCK $137 $137.50
CUST TOTAL...... 137 137.50
</TABLE>
<PAGE>
JOB-RCPM05 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING DATE 5/01/93 PAGE# 8
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ---- ------ -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
76864 AMOCO CHEMICAL 2357 STANDARD IN WHITING $693 $693.00
COMPANY AVENUE
CUST. TOTAL 693 693.00
04370 AMOCO CHEMICAL CORP P O BOX 2215 AL DECATUR $9,272 $9,272.75
03949 AMOCO CHEMICAL CORP 200 EAST IL CHICAGO $21,032 $18,794 $443 $40,269.80
RANDOLPH
DRIVE
09572 AMOCO CHEMICAL CORP P O BOX 1488 TX ALVIN $987 $987.33
CUST. TOTAL 31,292 18,794 443 $50,529.88
71699 AMOCO OIL COMPANY P O BOX 9090 IA DES MOINES $2,440 $2,440.16
02960 AMOCO OIL COMPANY 2300 STANDARD IN WHITING $110 $226- $116.00-
AVENUE
03098 AMOCO OIL COMPANY BOX 1088 PA MECHANICSBURG $8,198 $8,198.86
03170 AMOCO OIL COMPANY 2401 5TH AVENUE TX TEXAS CITY $2,504 $2,504.50
SOUTH CUST. TOTAL 13,253 226- 13,027.52
75656 AMOCO PERFORMANCE 3702 CLANTON GA AUGUSTA $357 $412 $15- $755.00
PRODUC
55009 AMOCO PERFORMANCE RIVERVIEW OH MARIETTA $3,525 $27 $3,553.37
PRODUC ROAD
CUST. TOTAL 3,883 412 12 4,308.37
68950 AMOCO PETROLEUM P O BOX 968 MS NATCHEZ $398 $398.00
ADDITIVE
CUST. TOTAL 398 $398.00
18327 AMREX CHEMICAL CO INC 117 E NY BINGHAMTON $845 $1,095 $1,940.00
FREDERICK
STREET
CUST. TOTAL 845 1,095 1,940.00
53724 AMSPEC CHEMICAL CORP FOOT OF NJ GLOUCESTER $14,615 $7,465 $22,081.61
WATER ST CIT
CUST. TOTAL 14,615 7,465 22,081.61
86917 AMTEX 1500 OH LEBANON $130 $130.00
KINGSVIEW
DRIVE
CUST. TOTAL 130 $130.00
11390 ANCHOR CONTINENTAL 2000 S BELT SC COLUMBIA $110 $110.00
LINE BLVD
CUST. TOTAL 110 110.00
02538 ANDERSON 1415 EAST MI ADRIAN $3,668 $3,668.70
DEVELOPMENT MICHIGAN
STREE
CUST. TOTAL 3,668 3,668.70
03037 ANDREW JERGENS 2535 SPRING OH CINCINNATI $55 $55.00
COMPANY GROVE
CUST. TOTAL 55 55.00
86864 ANGUS CHEMICAL 1500 E LAKE IL BUFFALO $65,979 $8,254 $74,234.45
COMPANY COOK ROAD GROVE
17782 ANGUS CHEMICAL 2211 SANDERS IL NORTHBROOK $75- $75.00-
ROAD
18630 ANGUS CHEMICAL P O BOX 1325 LA STERLINGTON $9,620 $9,620.00
79419 ANGUS CHEMICAL P O BOX 626 LA STERLINGTON $12,690 $12,690.00
CUST. TOTAL 75,599 20,944 75- 96,469.45
28341 ANHEUSER BUSCH INC 15800 ROSCOE CA VAN NUYS $1,563 $42 $1,605.00
BLVD
53439 ANHEUSER BUSCH INC 200 US HWY 1 NJ NEWARK $52 $52.52
15833 ANHEUSER BUSCH INC P O BOX 200 NY BALDWINSVILLE $260 $260.00
61241 ANHEUSER BUSCH INC 8688 MARKET ST TX HOUSTON $120 $120.00
15060 ANHEUSER BUSCH INC P O BOX VA WILLIAMSBURG $137 $137.50
DRAWER U
CUST. TOTAL 1,615 42 517 2,175.02
</TABLE>
<PAGE>
<PAGE>
JOB-RCPM05 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING DATE 5/01/93 PAGE# 9
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ---- ------ -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
03880 ANSUL COMPANY BLDG 112 WI MARINETTE $275- $275.00-
PIERCE
AVENUE
CUST. TOTAL 275- 275.00-
79329 APACHE CHEMICAL 8200 SHELL RD VA RICHMOND $2,929 $2,929.75
CUST. TOTAL 2,929 2,929.75
55713 APGAR OIL COMPANY 625 E PA ALLENTOWN $455 $455.66
CONGRESS
STREET
CUST. TOTAL 455 455.66
87221 APOLLO AMERICA CORP 701 PORT ROAD IN JEFFERSONVILLE $30,719 $5,962 $5,461 $82 $42,226.02
CUST. TOTAL 30,719 5,962 5,461 82 42,226.02
67321 APOLLO CHEMICAL CORP 1105 NC GRAHAM $3,958 $27- $3,930.70
SOUTHERLAND
CUST. TOTAL 3,958 27- 3,930.70
89545 APOLLO WATER 7777 INDUSTRY CA PICO RIVERA $156 $156.00
AVE
CUST. TOTAL 156 156.00
05286 APPALACHIAN POWER MOUNTAINEER WV NEW HAVEN $50 $50.00
COMPAN PLANT
CUST. TOTAL 50 50.00
86406 APPERSON CHEMICAL C/O SUN STATE FL CASSELBERRY $27 $27.50
SUPPLY
CUST. TOTAL 27 27.50
06466 APPLETON PAPERS INC 1030 W ALEX OH W CARROLLTON $11,207 $4,435 $44 $5,880 $21,568.36
BELL ROAD
CUST. TOTAL 11,207 4,435 44 5,880 21,568.36
38520 AQUALON COMPANY P O BOX 350 NJ PARLIN $1,551 $367 $790 $2,864 $5,572.96
59153 AQUALON COMPANY 1111 HERCULES VA HOPEWELL $1,872 $1,872.70
RD
CUST. TOTAL 3,424 367 790 2,864 7,445.66
26786 AQUATECH CHEMICAL 408 ALBURN MI PONTIC $1,327 $27 $1,355.00
INTL AVENUE
CUST. TOTAL 1,327 27 1,355.00
89339 ARAMCIA INTERNATIONAL C/O ARELLANI TX LAREDO $2,129 $2,129.00
INC
CUST. TOTAL 2,129 2,129.00
59813 ARBCO P O BOX 0 PA EXPORT $104 $104.00
CUST. TOTAL 104 104.00
89870 ARCADIAN C/O HELLLMS TN MEMPHIS $1,339 $1,339.02
FERTILIZER
CUST. TOTAL 1,339 1,339.02
18510 ARCADIAN CORPORATION 23 COLUMBIA GA AUGUSTA $4,485 $4,485.00
NITROGEN RD
66883 ARCADIAN CORPORATION 5100 POPLAR TN MEMPHIS $24,963 $1,520- $35 $23,478.26
AVENUE
CUST. TOTAL 29,448 1,520- 35 27,963.26
82479 ARCADIAN 6750 POPLAR TN MEMPHIS $2,188 $2,188.70
FERTILIZER LP AVE - SUITE
CUST. TOTAL 2,188 2,188.70
12012 ARCHER DANIELS P O BOX 1445 IA CEDAR RAPIDS $2,328 $82 $2,411.00
MIDLAND C
CUST. TOTAL 2,328 82 2,411.00
</TABLE>
<PAGE>
<PAGE>
JOB-RCPM05 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING DATE 5/01/93 PAGE# 10
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ---- ------ -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
02708 ARCO CHEMICAL P O BOX 17625 MO SAINT LOUIS $7,757 $6,581 $2,406 $120 $16,864.37
COMPANY
06555 ARCO CHEMICAL 3801 WEST PA NEWTOWN $27 $649 $1,673 $2,350.25
COMPANY CHESTER PIKE SQUARE
09500 ARCO CHEMICAL P O BOX 1568 TX CHANNELVIEW $2,639 $55 $2,694.50
COMPANY
84888 ARCO CHEMICAL P O BOX WV S CHARLESTON $675 $975 $1,650.00
COMPANY 8004/BLDG
82-248
CUST. TOTAL 11,099 8,260 4,079 120 23,559.12
65457 ARIES CHEMICAL INC P O BOX 169A NY CASTORLAND $2,960 $1,224 $4,184.00
CUST. TOTAL 2,960 1,224 4,184.00
67876 ARISTECH CHEMICAL 291 W ADAMS CA COLTON $45 $45.00
CORP STREET
60087 ARISTECH CHEMICAL P O BOX 2130 FL BARTOW $168 $168.00
CORP
12448 ARISTECH CHEMICAL 7350 EMPIRE KY FLORENCE $5,796 $4,725 $966 $11,487.50
CORP DRIVE
85140 ARISTECH CHEMICAL P O BOX 127 OH IRONTON $35,739 $458- $35,282.38
CORP
85050 ARISTECH CHEMICAL 300 STATE PA CLAIRTON $18,633 $1,204 $4,225 $24,063.75
CORP STREET
70615 ARISTECH CHEMICAL ISLAND PA NEVILLE $935 $838 $302 $675 $2,751.25
CORP AVENUE ISLAND
74203 ARISTECH CHEMICAL ISLAND PA PITTSBURGH $9,033 $150- $8,883.29
CORP AVENUE
81914 ARISTECH CHEMICAL NEVILLE PA PITTSBURGH $249,235 $133,861 $16,247 $1,664- $397,679.60
CORP ISLAND PLANT
82108 ARISTECH CHEMICAL 600 GRANT PA PITTSBURGH $3,285 $3,285.00
CORP STREET
68276 ARISTECH CHEMICAL P O BOX 600 TX PASADENA $24,687 $520 $1,579 $26,786.26
CORP
CUST. TOTAL 344,104 141,149 17,515 7,660 510,431,03
11579 ARKANSAS EASTMAN HIGHWAY 394 AR MAGNESS $5,637 $2,695 $8,332.50
COMPANY SOUTH
CUST. TOTAL 5,637 2,695 8,332.50
04250 ARMCO INC P O BOX 832 PA BUTLER $2,799 $2,421 $774 $55 $6,050.50
CUST. TOTAL 2,799 2.421 774 55 6,050.50
51446 ARMSTRONG WORLD 10 PLAIN MA S BRAINTREE $55 $55.00
INDUST STREET
04520 ARMSTRONG WORLD P O BOX 184 NY FULTON $6,415 $6,415.02
INDUST
04520 ARMSTRONG WORLD LIBERTY & PA LANCASTER $492 $492.00
INDUST CHARLOTTE ST
26490 ARMSTRONG WORLD 6870 WESTBURY PQ MONTREAL $3,097 $3,097.50
INDUST AVENUE
CUST. TOTAL 6,907 3,152 10,059.52
06671 ARMTEX CORPORATION 803 NORTH NC GASTONIA $277 $277.00
OAKLAND
STREET
CUST. TOTAL 277 277.00
86125 ARNCO 3400 OH CLEVELAND $137 $137.50
INDEPENDENCE
RD
CUST. TOTAL 137 137.50
79514 ARNCO CORPORATION 3400 OH CLEVELAND $55 $165 $330 $550.00
INDEPENDENCE
RD
CUST. TOTAL 55 165 330 550.00
00588 ARR MAZ PRODUCTS 621 SNIVELY FL WINTER HAVEN $876 $876.40
AVENUE
CUST. TOTAL 876 876.40
87061 ARROW TRANSPORTATION INTERNATIONAL OR PORTLAND $1,850 $11,875 $11,745 $17,827 $43,297.50
CO BILLING ON
CUST. TOTAL 1,850 11,875 11,745 17,827 43,297.50
08533 ARSYNCO INCORPORATED FOOT OF 13TH NJ CARLSTADT $918 $918.00
STREET
CUST. TOTAL 918 918.00
04145 ARUNDEL CORPORATION P O BOX 38181 MD BALTIMORE $113 $113.52
CUST. TOTAL 113 113.52
</TABLE>
<PAGE>
<PAGE>
JOB-RCPM05 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING DATE 5/01/93 PAGE# 10
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ---- ------ -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
72567 ASARCO INCORPORATED WEST PIMA AZ SAHUARITA $27 $27.50
MINE ROAD
CUST. TOTAL 27 27.50
83586 ASEA BROWN BOVERI INC 1600 MONTEE PQ VARENNES $4,641 $4,641.80
STE JULIE
CUST. TOTAL 4,641 4,641.80
85507 ASGROW FLORIDA CO 4144 HWY 39 FL PLANT CITY $55 $55.00
NORTH
CUST. TOTAL 55 55.00
79056 ASHLAND CHEMICAL & 200 DARROW OH AKRON $801- $801.90-
SOLVE ROAD
CUST. TOTAL 801- 801.90-
85670 ASHLAND CHEMICAL CO 2461 CROCKER CA FAIRFIELD $2,334 $2,334.40
CIRCLE
CUST. TOTAL 2,334 2,334.40
04540 ASHLAND CHEMICAL 3300 BALL AL BIRMINGHAM $45 $45.00
COMPANY STREET
57158 ASHLAND CHEMICAL 6839 W AZ CHANDLER $1,744 $345 $2,089.73
COMPANY CHICAGO ST
80063 ASHLAND CHEMICAL 2461 CROCKER CA FAIRFIELD $8,121 $8,121.79
COMPANY CIRCLE
69529 ASHLAND CHEMICAL 6608 EAST 26TH CA LOS ANGELES $1,260 $801 $2,062.24
COMPANY STREET
12059 ASHLAND CHEMICAL 8600 CA NEWARK $4,021 $1,247 $235 $1,828 $7,422.99
COMPANY ENTERPRISE DR
10596 ASHLAND CHEMICAL 10505 SOUTH CA SANTA FE SPRS $144 $5,251 $1,505 $6,900.73
COMPANY PAINTER
03959 ASHLAND CHEMICAL 3033 NW NORTH FL MIAMI $1,712 $1,712,25
COMPANY RIVER DRIV
05891 ASHLAND CHEMICAL 200 N E 181ST FL N MIAMI BEACH $45 $45 $90.00
COMPANY STREET
69824 ASHLAND CHEMICAL 5600 FL TAMPA $1,890 $1,890.80
COMPANY COMMERCE ST
06100 ASHLAND CHEMICAL 4550 NE GA DORAVILLE $3,499 $3,499.27
COMPANY EXPRESSWAY
05370 ASHLAND CHEMICAL 8500 S WILLOW IL WILLOW $357- $357.50-
COMPANY SPRINGS RD SPRINGS
10078 ASHLAND CHEMICAL 1817 1/2 WEST IN SOUTH BEND $863- $863.31-
COMPANY INDIANA AV
64496 ASHLAND CHEMICAL P O BOX 391 KY ASHLAND $5,879 $2,526 $8,405.65
COMPANY
05250 ASHLAND CHEMICAL 4185 KY LOUISVILLE $55 $55.00
COMPANY ALGONQUIN
PARKWAY
08849 ASHLAND CHEMICAL 1500 CARBON MD BALTIMORE $25- $25.00-
COMPANY AVENUE
06750 ASHLAND CHEMICAL 2011 TURNER MI LANSING $932 $2,550 $82 $3,564.70
COMPANY STREET
87538 ASHLAND CHEMICAL 12005 TOEPFER MI WARREN $3,165 $1,436 $4,601.00
COMPANY RD
59542 ASHLAND CHEMICAL 3930 NC CHARLOTTE $2,115- $2,115.45-
COMPANY GLENWOOD DR
01878 ASHLAND CHEMICAL 2802 NC GREENSBORO $1,172 $1,172.72
COMPANY PATTERSON
STREET
78099 ASHLAND CHEMICAL RT 571 BLD #3 NJ CRANBURY $45 $45.00
COMPANY
13995 ASHLAND CHEMICAL P O BOX 152 NY RENSSELAER $428 $402 $402 $1,232.26
COMPANY
04780 ASHLAND CHEMICAL P O BOX 6250 OH AKRON $5,484 $7,969 $3,089 $2,182 $18,725.71
COMPANY
04010 ASHLAND CHEMICAL 2191 WEST OH CLEVELAND $3,580 $165 $55 $3,800.89
COMPANY 11OTH ST
59259 ASHLAND CHEMICAL 3849 FISCHER OH COLUMBUS $55 $742 $797.49
COMPANY ROAD
85433 ASHLAND CHEMICAL P O BOX 2219 OH COLUMBUS $143 $143.80
COMPANY
82246 ASHLAND CHEMICAL 5200 BLAZER OH DUBLIN $27- $220 $192.50
COMPANY PARKWAY
82834 ASHLAND CHEMICAL 5200 BLAZER OH DUBLIN $255 $425 $880 $1,560.00
COMPANY PARKWAY
87426 ASHLAND CHEMICAL 5200 BLAZER OH DUBLIN $4,962 $4,962.00
COMPANY PARKWAY
06686 ASHLAND CHEMICAL 5700 LOMBARDO ON SEVEN HILLS $112- $112.50-
COMPANY CENTRE
05186 ASHLAND CHEMICAL 2620 ROYAL PA MISSISSAUGA $247 $180 $90 $517.50
COMPANY WINDSOR
DRIVE
22016 ASHLAND CHEMICAL I-95 PA ASTON $4,253 $756 $402- $35- $4,571.38
COMPANY INDUSTRIAL
PARK
18738 ASHLAND CHEMICAL COLWELLS PA CONSHOHOCKEN $137 $82 $220.00
COMPANY LANE
46170 ASHLAND CHEMICAL 400 ISLAND PA EASTON $2,274 $1,161 $402 $3,838.20
COMPANY PARK RD
02256 ASHLAND CHEMICAL 2801 PA PHILADELPHIA $27 $1,626 $1,653.69
COMPANY CHRISTOPHER
COLUMBU
61201 ASHLAND CHEMICAL 1270 RUE PQ BOUCHERVILLE $15,195 $3,359 $337- $18,218.43
COMPANY NOBEL
06170 ASHLAND CHEMICAL 729 MAUNEY SC COLUMBIA $82 $522 $476 $1,081.00
COMPANY DRIVE
06110 ASHLAND CHEMICAL P O BOX 5716 SC GREENVILLE $299 $449 $748.40
COMPANY
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 12
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
09570 ASHLAND CHEMICAL 2351 CHANNEL TN MEMPHIS $27 $27.50
COMPANY AVE
04840 ASHLAND CHEMICAL 8901 OLD TX HOUSTON $260 $260.00
COMPANY GALVESTON RD
CUST. TOTAL $59,365 38,439 5,896 7,055 110,755.86
13635 ASHLAND OIL & REFINING 200 NE 181ST FL MIAMI $48 $48.00
C STREET CUST. TOTAL 48 48.00
03025 ASHLAND PETROLEUM P O BOX 391 KY ASHLAND $39 $39.00
COMPAN
CUST. TOTAL 39 39.00
89297 ASHTA CHEMICALS CO/ITS P O BOX 127 NJ MONMOUTH $836 $836.00
BEACH
CUST. TOTAL 836 836.00
75147 ASHTA CHEMICALS, INC. 3509 MIDDLE OH ASHTABULA $900 $450 $950 $2,300.00
ROAD
CUST. TOTAL 900 450 950 2,300.00
57067 ATCHISON TOPEKA & P O BOX 1674 KS TOPEKA $4,387- $4,387.03-
SANTA
CUST. TOTAL 4,387- $4,387.03-
83314 ATLANTIC CHEMICAL 11757 KATY TX HOUSTON $350 $350.00
INTL I FREEWAY
CUST. TOTAL 350 350.00
87804 ATLANTIC COAST PLAINFIELD CT PLAINFIELD $10,251 $1,704 $11,955.50
POLYMERS INDUSTRIAL PK
CUST. TOTAL 10,251 1,704 11,955.50
09219 ATLANTIC CONCRETE P O BOX 321 DE MILFORD $409 $346 $755.67
COMPAN
CUST. TOTAL 409 346 755.67
16785 ATLANTIC CONTAINER 1629 THAMES MO BALTIMORE $100 $100.00
LINES ST
81316 ATLANTIC CONTAINER 28900 MI ROMULUS $1,350 $1,350.00
LINES HEILDEBRANDT RD
72348 ATLANTIC CONTAINER 50 CRAGWOOD NJ S PLAINFIELD $17,689 $5,659 $1,640 $2,051 $27,040.40
LINES ROAD
CUST. TOTAL 17,689 5,659 1,640 3,501 28,490.40
10595 ATLANTIC CONTAINER 2170 N NJ ELIZABETH $3,627 $3,222 $431 $7,281.00
LINES FLEETING ST
CUST. TOTAL 3,627 3,222 431 7,281.00
05000 ATLANTIC GELATIN HILL STREET MA WOBURN $27 $27.50
CUST. TOTAL 27 27.50
04862 ATLANTIC REF & 5145 SIMPSON PA MECHANICSBURG $1,446 $1,446.81
MARKETING FERRY ROAD
CUST. TOTAL 1,446 1,446.81
81569 ATM INDUSTRIAL 1844 C TUCKER GA TUCKER $2,527 $2,527.30
CORPORATI INDUSTRIAL
81950 ATM INDUSTRIAL 5901 LINCOLN IL MORTON $293 $293.25
CORPORATI AVE GROVE
CUST. TOTAL 2,820 2,820.55
80612 ATO AUSIMONT CROWN POINT NJ THOROFARE $4,379- $100 $4,279.00-
RD & LEONARD
CUST. TOTAL 4,379- 100 4,279.00-
83702 AUSIMONT USA INC 44 WHIPPANY NJ MORRISTOWN $900 $900.00
ROAD
CUST. TOTAL 900 900.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 13
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
88151 AUTO EXPRESS RAYON NO. 2810 MX MONTERREY $1,530 $1,530 $2,050 $5,110.20
HERCULES SA NTE NL
CUST. TOTAL 1,530 1,530 2,050 5,110.20
11517 AUTO EXPRESS PROLONG MX MONTERREY $1,260 $9,000 $3,863 $14,123.70
MERCURIO SA VENUSTI CARR NL
320
CUST. TOTAL 1,260 9,000 3,863 14,123.70
81714 AUTO TRANSPORTES P O BOX 6249 TX LAREDO $30,028 $15,000 $31,204 $10,583 $86,815.90
RACAVE
CUST. TOTAL 30,028 15,000 31,204 10,583 86,815.90
08851 AUTOLINEAS PROLONGACION MX SAN NICOLAS $28,350 $2,230 $5,711 $2,430 $38,721.60
REGIOMONTANAS DIAZ ORDAZ
CUST. TOTAL 28,350 2,230 5,711 2,430 38,721.60
72913 AUTOSTYLE 5015 52ND ST MI GRAND RAPIDS $907 $907.50
S E
CUST. TOTAL $907 $907.50
06760 AUTOSTYLE PLASTICS 5050 KENDRICK MI GRAND RAPIDS $55 $488 $543.00
S E
CUST. TOTAL 55 488 $543.00
05087 AUTOSTYLE PLASTICS 109 COUNTY KY HOPKINSVILLE $1,475 $192 $1,667.50
INC ROAD
CUST. TOTAL 1,475 192 1,667.50
85492 AVATAR CORPORATION 7728 W 99TH IL HICKORY HILLS $406 $406.36
STREET
CUST. TOTAL 406 406.36
03562 AVERY CHEMICAL R D #2 BOX 70 PA MILL HALL $2,301 $861 $3,162.50
DIVISION
CUST. TOTAL 2,301 861 3,162.50
14390 AVERY PRODUCTS CALLER OH PAINESVILLE $49,509 $9,890 $1,547 $60,946.25
CORP NUMBER 8002
CUST. TOTAL 49,509 9,890 1,547 60,946.25
86760 AXIM CONTRETE 8282 MIDDLE OH MIDDLE $2,268 $2,268.24
BRANCH RD BRANCH
CUST. TOTAL 2,268 2,268.24
59324 AZON SYSTEMS INC 2204 RAVINE RD MI KALAMAZOO $55 $82 $55 $192.50
CUST. TOTAL 55 82 55 192.50
87848 B D P INTERNATIONAL 810-E OREGON MO LINTHICUM $130 $130.00
INC AVE
61203 B D P INTERNATIONAL 510 WALNUT PA PHILADELPHIA $989 $570 $1,559.19
INC STREET
CUST. TOTAL 989 700 1,689.19
34980 B F GOODRICH BOX 15 IL HENRY $55 $55.00
CHEMICAL CO
35010 B F GOODRICH RT 130 SALEM NJ PEDRICKTOWN $110 $364 $474.00
CHEMICAL CO COUNTY
35050 B F GOODRICH 240 WEST OH AKRON $2,231 $675 $279 $3,186.50
CHEMICAL CO EMERLING
AVENUE
35040 B F GOODRICH MOORE & OH AVON LAKE $1,429 $660 $2,089.44
CHEMICAL CO WALKER ST
35090 B F GOODRICH P O BOX 30559 OH CLEVELAND $2,339 $2,339.70
CHEMICAL CO
69449 B F GOODRICH P O BOX 30280 OH CLEVELAND $125 $125.00
CHEMICAL CO
87537 B F GOODRICH 9911 OH CLEVELAND $3,852 $3,852.00
CHEMICAL CO BRECKSVILLE
ROAD
CUST. TOTAL 8,478 2,215 404 1,024 12,121.64
02111 B P CHEMICALS INC 12335 S VAN CA HAWTHORNE $247 $247.50
NESS
62622 B P CHEMICALS INC NEWBURG NJ HACKETTSTOWN $3,052 $3,052.95
ROAD
01400 B P CHEMICALS INC 200 OH CLEVELAND $196 $196.39
PUBLIC SQUARE
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 14
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
66177 B P CHEMICALS INC FT AMANDA & OH LIMA $1,281 $56- $1,224.24
ADGATE ROAD
CUST. TOTAL 1,281 3,440 4,721.08
06293 B P OIL CORPORATION HIGHWAY 23 LA ALLIANCE $200 $200.00
53026 B P OIL CORPORATION P O BOX 395 LA BELLE CHASSE $899 $1,003 $1,902.50
16509 B P OIL CORPORATION P O BOX 428 PA MARCUS HOOK $55 $55.00
04193 B P OIL CORPORATION HUNTING PARK PA PHILADELPHIA $1,759 $252 $2,011.74
AVE & G STR
CUST. TOTAL 2,858 1,003 307 4,169.24
88862 BABCOCK AND WILCOX 581 ON CAMBRIDGE $6,741 $2,097 $8,838.74
CORONATION
BLVD
CUST. TOTAL 6,741 2,097 8,838.74
63051 BABOCK & WILSON 640 KEYSTONE OH ALLIANCE $4,571 $4,571.00
STREET
CUST. TOTAL 4,571 4,571.00
87183 BADGER MINING CO COUNTY WI TAYLOR $412 412.50
HIGHWAY P
CUST. TOTAL 412 412.50
86305 BADGER PAPER COMPANY P O BOX 1043 OH DAYTON $82 $82.50
CUST. TOTAL 82 82.50
88558 BAKER PERFORMANCE 103 INDUSTRIAL LA RAYNE $1,848 $926 $2,774.50
CHEMIC
81884 BAKER PERFORMANCE C.O WITCO TX FORTH WORTH $27 $27.50
CHEMIC CORPORATION
47930 BAKER PERFORMANCE 3920 ESSEX TX HOUSTON $44,829 $20,681 $19,219 $9,725 $94,455.87
CHEMIC LANE
CUST. TOTAL 46,705 21,608 19,219 9,725 97,257.87
83877 BAKOR INC 10 BOUL PQ VILLE ST PIERR $21,605 $34,741 $4,372 $11,222 $71,941.18
GAURON
CUST. TOTAL 21,605 34,741 4,372 11,222 71,941.18
89286 BALTIMORE CITY WATER WASHINGTON MD BALTIMORE $1,260 $1,260.00
DEP BLVD
CUST. TOTAL 1,260 1,260.00
72579 BALTIMORE SPECIALTY 3501 EAST MD BALTIMORE $55 $55.00
STEEL BIDDLE ST
CUST. TOTAL 55 55.00
08203 BAMBERGER POLYMERS 1983 MARCUS NY LAKE SUCCESS $1,875 $292 $412 $2,580.00
AVE
CUST. TOTAL 1,875 292 412 2,580.00
21000 BANITE INC 47 EAST NY BUFFALO $3,414 $3,414.00
MARKET
STREET
CUST. TOTAL 3,414 3,414.00
07030 BARCROFT COMPANY P O BOX 481 DE LEWES $3,045 $3,045.00
CUST. TOTAL 3,045 3,045.00
84371 BAROID DRILLING FLUIDS MAGNET COVE AR MALVERN $27 $27.50
CHEM PLANT
CUST. TOTAL $27 27.50
07632 BARR COMPANY 6100 WEST IL NILES $4,955 $4,955.00
HOWARD
STREET
CUST. TOTAL 4.955 4,955.00
57870 BARRE NATIONAL 7205 WINDSOR MD BALTIMORE $55 $206 $261.25
BLVD
CUST. TOTAL 55 206 261.25
</TABLE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 15
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
89139 BARRERA FORWARDING 8401 LOS TX LAREDO $360 $360.00
AND S CRUCES
CUST. TOTAL 360 360.00
04105 BARTON SOLVENTS INC P O BOX 221 IA DES MOINES $5,536 $5,536.21
CUST. TOTAL 5,536 5,536.21
80680 BASF CANADA INC 369 RAILWAY AB BLACKIE $82 $82.50
STATION RD
74581 BASF CANADA INC 345 ON TORONTO $2,732 $80 $2,812.26
CARLINGVIEW
CUST. TOTAL 2,732 162 2,894.76
56436 BASF CORPORATION P O BOX 287 IN WARSAW $46 $46.00
86088 BASF CORPORATION P O BOX 457 LA GEISMAR $608 $137- $471.25
86089 BASF CORPORATION P O BOX 457 LA GEISMAR $425 $425.50
86092 BASF CORPORATION P O BOX 457 LA GEISMAR $3,865 $3,865.00
86093 BASF CORPORATION P O BOX 457 LA GEISMAR $20 $80 $100.00
86094 BASF CORPORATION P O BOX 457 LA GEISMAR $2,828 $315 $331 $185 $3,660.25
86095 BASF CORPORATION P O BOX 457 LA GEISMAR $82 $82.50
89716 BASF CORPORATION P O BOX 457 LA GEISMAR $10,030 $125 $10,155.00
90260 BASF CORPORATION P O BOX 457 LA GEISMAR $20,565 $470 $21,035.52
50441 BASF CORPORATION 13000 LEVAN MI LIVONIA $7,022 $330 $495 $5,154 $13,001.55
ROAD
90290 BASF CORPORATION 1609 BIDDLE MI WYANDOTTE $2,797 $50- $2,747.00
AVENUE
04338 BASF CORPORATION P O BOX 668836 NC CHARLOTTE $506 $506.00
69679 BASF CORPORATION P O BOX 13528 NC RES TRIANGLE $10,712 $10,712.81
87012 BASF CORPORATION P O BOX 13528 NC RES TRIANGLE $9,434 $724 $934 $210 $11,302.00
05990 BASF CORPORATION 1255 BROAD NJ CLIFTON $2,323 $302 $2,625.50
STREET
67997 BASF CORPORATION 1065 NJ JAMESBURG $5,000 $5,000.00
CRANBURY
ROAD
18405 BASF CORPORATION 100 CHERRY NJ PARSIPPANY $26,891 $1,020 $5,729 $615 $34,246.46
HILL ROAD
78930 BASF CORPORATION 100 CHERRY NJ PARSIPPANY $577 $577.50
HILL ROAD
86253 BASF CORPORATION 100 CHERRY NJ PARSIPPANY $302 $302.50
HILL ROAD
88445 BASF CORPORATION 100 CHERRY NJ PARSIPPANY $1,920 $1,920.00
HILL ROAD
16099 BASF CORPORATION P O BOX 2273 NJ RAHWAY $332,297 $23,199 $32,730 $23,526 $411,753.38
04868 BASF CORPORATION 36 RIVERSIDE NY RENSSELAER $9,124 $2,544 $3,796 $55- $15,410.00
AVENUE
01274 BASF CORPORATION 370 FRANKFORT PA MONACA $13,201 $7,206 $6,418 $1,251 $28,076.75
ROAD
03580 BASF CORPORATION P O BOX 488 SC CENTRAL $910 $690 $1,600.00
88443 BASF CORPORATION FIBERS DIV SC CENTRAL $2,600 $2,600.00
23616 BASF CORPORATION P O BOX 2108 SC SPARTANBURG $1,936 $190 $2,126.75
82286 BASF CORPORATION 3805 AMICOLA TN CHATTANOOGA $1,095 $1,095.00
HGHWY
50371 BASF CORPORATION 1216 TREND TX CARROLLTON $140 $140.00
DRIVE
23920 BASF CORPORATION 602 COPPER TX FREEPORT $106 $303 $409.50
ROAD*
09831 BASF CORPORATION 24TH STREET & WV HUNTINGTON $125 $125.00
5TH AVENUE
CUST. TOTAL 462,749 35,933 50,817 36,627 586,128.72
43360 BASF INMONT 200 GREGG NJ LODI $2,139 $2,139.00
CORPORATION STREET
55136 BASF INONT 845 ON WINDSOR $412 $247 $660.00
CORPORATION WYANDOTTE
STREET WES
CUST. TOTAL 412 247 2,139 2,799.00
58983 BASF INMONT DIV PLAN P O BOX 1158 PA CORAOPOLIS $2,712 $2,712.00
052
09682 BASF INMONT DIV PLAN P O BOX 1158 PA CORAOPOLIS $414 $414.00
055
CUST. TOTAL 2,712 414 3,126.00
07557 BATESVILLE CASKET MONOGARD TN MANCHESTER $959 $959.00
COMPANY ROAD
CUST. TOTAL 959 959.00
</TABLE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 16
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
25878 BATTENFIELD AMERICA 1575 CLINTON STREET NY BUFFALO $1,874 $1,874.00
CUST. TOTAL.... 1,874 1,874.00
70609 BAXTER PHARMASEAL 2301 BUFFALO ROAD TN JOHNSON CITY $656 $656.00
CUST. TOTAL..... 656 656.00
76427 BAY CHEMICAL CO 4119 GUNN HWY, SUITE 28 FL TAMPA $475 $475.00
CUST. TOTAL..... 475 475.00
84309 BAY SHORE VINYL COMPOUND P O BOX 430 NJ TENNENT $27 $27.50
CUST. TOTAL..... 27 27.50
87342 BAYER CANADA INC 77 BELFIELD ROAD ON ETOBICOKE $8,434 $8,434.40
CUST. TOTAL..... 8,434 8,434.40
03670 BAYPORT CHEMICAL 223 NORTH BROCKMAN STREE TX PASADENA $247 $247.50
CUST. TOTAL..... 247 247,50
26530 BAYWAY REFINING COMPANY P O BOX 94 NJ LINDEN $1,237 $1,223 $1,212 $3,673.45
CUST. TOTAL..... 1,237 1,223 1,212 3,673.45
C 16182 BEAR ISLAND PAPER P O BOX 2119 VA ASHLAND $25 $25.00
CUST. TOTAL..... 25 25.00
27535 BEATRICE FOODS 1002 MC ARTHUR ROAD PA WHITEHALL $1,424 $1,424.50
CUST. TOTAL..... 1,424 1,424.50
72403 BEAULIEU NYLON P O BOX 1060 AL BRIDGEPORT $27 $96 $123.50
CUST. TOTAL..... 27 96 123.50
23649 BEAVER ADHESIVES 4400 EDGEWYN AVENUE OH HILLIARD $728 $726 $1,454.00
CUST. TOTAL..... 728 726 1,454.00
85777 BEAZER EAST INC 436 7TH STREET PA PITTSBURGH $2,047 $2,047.50
CUST. TOTAL..... 2,047 2,047.50
80952 BECKETT PAPER 400 DAYTON STREET OH HAMILTON $1,948 $1,948.10
CUST. TOTAL..... 1,948 1,948.10
86888 BEECHFORK PROCESSING P O BOX 190 KY LOVELY $577 $577.50
CUST. TOTAL..... 577 577.50
55714 BEERS 170 N CANAL STREET PA WALNUTPORT $126 $126.20
CUST. TOTAL..... 126 $126.20
89948 BEHAN WELL SERVICE P O BOX 393 PA LEWIS RUN $320 $320.00
CUST. TOTAL..... 320 320.00
14028 BEIRSDORF INC 360 MARTIN LUTHER KING H CT S NORWALK $1,653 $872 $2,525.00
CUST. TOTAL..... 1,653 872 2,525.00
86557 BELMONT PLATING 3410 RIVER ROAD IL FRANKLIN PARK $27 $27 $247 $302.50
CUST. TOTAL..... 27 27 247 302.50
</TABLE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 17
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
62227 BELOIT CORPORATION 1165 PRAIRIE HILL RD IL ROCKTON $192 $192.50
CUST. TOTAL..... 192 192.50
10535 BENBOW CHEMICAL PACKAGIN 935 EAST HIAWATHA BLVD NY SYRACUSE $2,447 $2,447.00
CUST. TOTAL..... 4,447 2,447.00
82266 BENCKISER CONSUMER PRODU 21702 E HURON RIVER DRIV MI ROCKWOOD $27 $322 $350.00
CUST. TOTAL..... 27 322 350.00
08370 BENJAMIN MOORE & COMPANY 134 LISTER AVE/ALKYD DEP NJ NEWARK $27 $27.50
CUST. TOTAL..... 27 27.50
05572 BENZSAY & HARRISON RAILROAD AVE NY DELANSON $6,924 $6,924.80
CUST. TOTAL..... 6,924 6,924.80
22074 BERCEN CHEMICAL COMPANY EDEN CHURCH ROAD LA DENHAM SPRINGS $525 $262 $1,050 $1,837.50
CUST. TOTAL..... 525 262 1,050 1,837.50
12594 BERLIN & JONES COMPANY 2 EAST UNION AVENUE NJ E RUTHERFORD $123 $123.75
CUST. TOTAL..... 123 123.75
84484 BERLISS BEARING COMPANY 644 W MT PLEASANT AVE NJ LIVINGSTON $247 $247.50
CUST. TOTAL..... 247 247.50
03224 BETHLEHEM STEEL CORP 1170 EIGHTH AVE PA BETHLEHEM $4,567 $4,567.50
08700 BETHLEHEM STEEL CORP BOX 500/ACCTS PAYABLE PA BETHLEHEM $82- $82.50-
76324 BETHLEHEM STEEL CORP P O BOX 5700 PA BETHLEHEM 730 $730.00
CUST. TOTAL..... 4,567 647 5,215.00
01040 BETZ LABORATORIES INC 333 SOUTH LOMBARD ROAD IL ADDISON $701 $701.87
01865 BETZ LABORATORIES INC AIRLINE HWY & ROSENWALD LA RESERVE $874 $652 $1,526.91
68613 BETZ LABORATORIES INC 170 FORBES ROAD MA BRAINTREE $81,159 $656 $1,436 $118 $83.371.70
87499 BETZ LABORATORIES INC INTERNATIONAL BILLING ON MA BRAINTREE $3,271 $11,550 $14,821.25
16275 BETZ LABORATORIES INC 2118 REISER AVENUE OH NEW PHILADELPH $4,729 $975 $1,227 $6,932.02
89699 BETZ LABORATORIES INC 3026 SOLANDT ON KANATA $4,229 $4,229.71
08910 BETZ LABORATORIES INC 4636 SOMERTON ROAD PA TREVOSE $82 $275 $357.50
55020 BETZ LABORATORIES INC 818 SOUTH 32ND STREET WA WASHOUGAL $9,200 $9,200.10
CUST. TOTAL.... 104,248 13,456 3,317 118 121,141.06
08373 BETZ PAPERCHEM INC 7510 BAYMEADOWS WAY FL JACKSONVILLE $1,499 $1,218 $2,718.12
74574 BETZ PAPERCHEM INC 7525 NORTH EAST IND BLVD GA MACON $27 $82 $110.00
CUST. TOTAL.... 1,527 82 1,218 2,828.12
74015 BIBB MANUFACTURING OSPREY PLANT GA PORTERDALE $446 $446 $870 $1,762.00
CUST. TOTAL.... 446 446 870 1,762.00
04191 BIG THREE INDUSTRIES 1711 FARM ROAD 523 TX FREEPORT $137 $137.50
08003 BIG THREE INDUSTRIES 11400 BAY AREA BLVD TX PASADENA $537- $537.00-
CUST. TOTAL..... 399- 399.50-
11997 BIO LAB 1735 DOGWOOD AVENUE GA CONYERS $247 $247.50
CUST. TOTAL..... 247 247.50
</TABLE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 18
<TABLE>
<CAPTION>
S.C. TOTAL
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
82492 BIOCRAFT LABORATORIES 5000 CHRISTOPHER DRIVE MO MEXICO $707 $707.50
81979 BIOCRAFT LABORATORIES 18-01 RIVER BEND NJ FAIR LAWN $4,653 $477 $768 $28- $5,870.50
CUST. TOTAL 4,653 1,184 768 28- 6,578.00
81505 BLACK BEAR COMPANY 27-10 HUNTERS POINT AVE NY LONG ISLAND CI $190 $190.00
CUST. TOTAL 190 190.00
09350 BLACKMAN UHLER CHEMICAL BLDG 2 CROFT IND AREA SC SPARTANBURG $552 $422 $974.00
CUST. TOTAL 552 422 974.00
89478 BLANCHESTER FMC INC P O BOX 155 OH BLANCHESTER $598 $598.00
CUST. TOTAL 598 598.00
83392 BLANIN PAPER COMPANY 115 FIRST ST SW MN GRAND RAPIDS $3,304 $3,304.23
CUST. TOTAL 3,304 3,304.23
00081 BLOCKSOM & COMPANY P O BOX 477 IN MICHIGAN CITY $225 $45 $270.00
CUST. TOTAL 225 45 270.00
17733 BLUE CIRCLE CEMENT INC 5700 CHEMICAL ROAD MD BALTIMORE $54,026 $2,797 $39- $155- $56,629.43
04990 BLUE CIRCLE CEMENT INC. BOX 3 NY RAVENA $55 $55.00
CUST. TOTAL 54,026 2,852 39- 155- 56,684.43
09483 BLUE GRASS CHEMICAL 895 INDUSTRIAL BLVD IN NEW ALBANY $2,950 $1,092 $4,042.00
52987 BLUE GRASS CHEMICAL 16703 GRANT ROAD TX CYPRESS $120 $572 $80 $40 $812.66
CUST. TOTAL 3,070 1,664 80 40 4,854.66
57829 BOC GROUP 1500 EAST ROUTE A MO WENTZVILLE $2,641 $1,981 $4,622.80
CUST. TOTAL 2,641 1,981 4,622.80
02987 BOEHME FILATEX INC RT 11 BOX 5 NC REIDSVILLE $822 $822.80
CUST. TOTAL 822 822.80
28703 BOISE CASCADE P O BOX 128 LA FLORIEN $90 $90.00
08127 BOISE CASCADE PAPER GROUP ME RUMFORD $1,725 $1,725.00
CUST. TOTAL 1,815 1,815.00
81688 BOLIDEN INTERTRADE HYW 68 TN COPPERHILL $55- $55.00-
CUST. TOTAL 55- 55.00-
55317 BOND COTE INC P O BOX 729 VA PULASKI $27 $27.50
CUST. TOTAL 27 27.50
81892 BONLAM S A DE C V EJE 128/APT 584 MX SAN LUIS POTOS $830 $830.00
CUST. TOTAL 830 830.00
06160 BORDEN & REMINGTON P O BOX 2573 MA FALL RIVER $52 $82- $29.98-
CUST. TOTAL 52 82- 29.98-
08604 BORDEN CHEMICAL P O BOX 27 IL ILLIOPOLIS $2,752 $2,752.37
17966 BORDEN CHEMICAL P O BOX 17602 MO SAINT LOUIS $83,493 $3,215 $4,202 $90,911.55
10050 BORDEN CHEMICAL P O BOX 410 NC FAYETTEVILLE $110 $220 $330.00
</TABLE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 18
<TABLE>
<CAPTION>
S.C. TOTAL
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
87685 BORDEN CHEMICAL C/O ASTRO INDUSTRIES NC MORGANTON $678 $678.89
CUST. TOTAL 87,034 3,435 4,202 94,672.81
82862 BORDEN INC 6200 COMP GROUND ROAD KY LOUISVILLE $591 $27 $618.75
CUST. TOTAL 591 27 618.75
87686 BOROUGH OF BROOKLYN FATLANDS AVE & HENDRIX S NY BROOKLYN $900 $900.00
CUST. TOTAL 900 900.00
87774 BOROUGH OF MANHATTAN WARDS ISLAND WPCP NY WARDS ISLAND $75 $75.00
CUST. TOTAL 75 75.00
87775 BOROUGH OF QUEENS 150TH AVE & 134 ST NY JAMAICA $350 $350.00
CUST. TOTAL 350 350.00
87553 BOSTON EDISON STATION 509 MA CAMBRIDGE $552 $552.50
CUST. TOTAL 552 552.50
03870 BOSTON EDISON COMPANY P O BOX 488 IN BOSTON $52 $52.52
05252 BOSTON EDISON COMPANY 173 ALFORD STREET MA CHARLESTOWN $52 $52.52
CUST. TOTAL 105 105.04
05614 BOWATER CAROLINA CO P O BOX 7 SC CATAWBA $1,975 $1,975.18
CUST. TOTAL 1,975 1,975.18
10490 BOWATER SALES P O BOX 7/TRAFFIC DEPT SC CATAWBA $1,023- $1,023.00-
CUST. TOTAL 1,023- 1,023.00-
87939 BREAUX PETROLEUM PRODUCT P O BOX 160 LA LOCKPORT $36 $36.00
CUST. TOTAL 36 36.00
65730 BRICK TOWNSHIP MUNICIPAL FORGE POND ROAD NJ BRICK TOWN $26 $26.00
CUST. TOTAL 26 26.00
83158 BRIGHTS ASSOCIATES P O BOX 736 NY TONAWANDA $1,175 $1,175.00
CUST. TOTAL 1,175 1,175.00
11010 BRISTOL MYERS COMPANY THOMPSON ROAD BLDG 20 NY E SYRACUSE $150 $220 $370.00
13890 BRISTOL MYERS COMPANY P O BOX 4755/ACCT/PAYABL NY SYRACUSE $50 $50.00
CUST. TOTAL 200 220 420.00
51685 BRITZ CHEMICAL COMPANY P O BOX 60011 CA FRESNO $804 $804.34
CUST. TOTAL 804 804.34
80160 BROUCK PLASTICS P O BOX 428 IL LEMONT $371 $371 $742.00
CUST. TOTAL 371 371 742.00
01284 BROWN & WILLIAMSON CO 2600 WEAVER ROAD GA MACON $75 $75.00
09858 BROWN & WILLIAMSON CO P O BOX 35090 KY LOUISVILLE $7,015 $4,650 $11,665.00
CUST. TOTAL 7,090 4,650 11,740.00
08731 BROWN CHEMICAL COMPANY 302 WEST OAKLAND AVENUE NJ OAKLAND $776 $78 $247 $933 $2,036.48
CUST. TOTAL 776 78 247 933 2,036.48
</TABLE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 20
<TABLE>
<CAPTION>
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- --- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
01960 BROWN MATT FWG 1385 CHEERS BLVD TX BROWNSVILLE $5,150 $720 $5,870.00
CUST. TOTAL..... 5,150 720 5,870.00
89532 BROWNING & FERRIS IND/CE 5092 ABER ROAD OH WILLIAMSBURG $1,206 $8,487 $9,693.50
71066 BROWNING & FERRIS INDUST P O BOX 1237 MO MARYLAND HEIGH $990 $990.00
CUST. TOTAL..... 2,196 8,487 10,683.50
75029 BROWNING FERRIS INDUSTRI P O BOX 3151 TX HOUSTON $10,135 $10,135.00
CUST. TOTAL..... 10,135 10,135.00
17545 BRUNING PAINT COMPANY FLEET & HAVEN STREETS MD BALTIMORE $137 $137.50
CUST. TOTAL..... 137 137.50
87328 BRUSH WELLMAN P O BOX 13020 KY LEXINGTON $1,608 $1,608.42
53577 BRUSH WELLMAN BOX 973 PA READING $55 $55.00
CUST. TOTAL..... 1,608 55 1,663.42
52738 BRYSON RECOVERY SERVICES 411 BURTON ROAD SC LEXINGTON $10,448 $10,448.07
CUST. TOTAL..... 10,448 10,448.07
07646 BTL SPECIALTY RESINS COR P O BOX 598 IL BLUE ISLAND $4,379 $4,379.88
CUST. TOTAL..... 4,379 4,379.88
04775 BUCKBEE MEARS COMPANY P O 189 NY CORTLAND $3,176 $361 $3,537.00
CUST. TOTAL..... 3,176 361 3,537.00
89913 BUCKEYE CELLULOSE CO 5100 POPLAR AVENUE TN MEMPHIS $220 $220.00
CUST. TOTAL..... 220 220.00
90016 BUCKEYE PIPE LINE CO CONSTRUCTION DEPT PA EMMAUS $397 $397.48
CUST. TOTAL..... 397 397.48
06823 BUCKMAN LABORATORIES P O BOX 200 MO CADET $1,487 $3,148 $797 $5,432.75
11830 BUCKMAN LABORATORIES 1256 NO MCLEAN BLVD TN MEMPHIS $12,756 $7,539 $20,295.60
CUST. TOTAL..... 14,243 10,688 797 25,728.35
11940 BUFFALO COLOR CORPORATIO P O BOX 7027 NY BUFFALO $26,672 $6,687 $1,061 $34,421.38
CUST. TOTAL..... 26,672 6,687 1,061 34,421.38
00604 BULK CHEMICAL INC P O BOX 186 PA MOHRSVILLE $27 $27.50
CUST. TOTAL..... 27 27.50
86792 BULK CONNECTION INC 15 ALLEN STREET CT MYSTIC $1,632 $1,585 $3,218.00
CUST. TOTAL..... 1,632 1,585 3,218.00
67962 BULK CONNECTIONS P O BOX 977 MA BELCHERTOWN $69- $69.00-
CUST. TOTAL..... 69- 69.00-
24515 BULK DISTRIBUTION 1292 FERN VALLEY ROAD KY LOUISVILLE $371 $371.06
CUST. TOTAL..... 371 371.06
72700 BULK MATERIALS INTERNATI P O BOX 256 CT NEWTOWN $4,486 $641 $5,127.96
CUST. TOTAL..... 4,486 641 5,127.96
</TABLE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 21
<TABLE>
<CAPTION>
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- --- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
26929 BULKHAUL USA INC 6 COMMERCE DRIVE NJ CRANFORD $22,812 $9,547 $5,400 $7,210 $44,970.92
CUST. TOTAL..... 22,812 9,547 5,400 7,210 44,970.92
88475 BUNKER HILL PLASTICS INC 500 RUTHERFORD AVENUE MA CHARLESTOWN $27 $27.50
CUST. TOTAL..... 27 27.50
54339 BURLINGTON INDUSTRIES TURNER ROAD NC MAYODAN $1,221 $1,221.90
CUST. TOTAL..... 1,221 1,221.90
73457 BURNETT ASSOCIATES LTD 5928 COURT STREET ROAD NY SYRACUSE $2,280 $1,863 $4,143.74
CUST. TOTAL..... 2,280 1,863 4,143.74
12690 BURRIS CHEMICAL COMPANY 4210 AZALEA DRIVE SC CHARLESTON $429 $429.00
CUST. TOTAL..... 429 429.00
83683 BURROWS PAPER CORP LYONSDALE ROAD NY LYONS FALLS $1,628 $1,628.72
CUST. TOTAL..... 1,628 1,628.72
89846 BUTTERBALL TURKEY CORP MO CARTHAGE $1,385 $1,385.50
CUST. TOTAL..... 1,385 1,385.50
27228 BYK CHEMIE USA INC 524 SOUTH CHERRY STREET CT WALLINGFORD $474 $474.00
CUST. TOTAL..... 474 474.00
66727 C B FLEET COMPANY INC 4615 MURRAY PLACE VA LYNCHBURG $27 $27.50
CUST. TOTAL..... 27 27.50
69360 C D R PIGMENTS & DISPERS 75 FRONT ST PA RIDGWAY $41 $41.25
CUST. TOTAL..... 41 41.25
05086 C H PATRICK & COMPANY TANNER DRIVE SC TAYLORS $1,992 $1,992.33
CUST. TOTAL..... 1,992 1,992.33
80953 C J R PROCESSING 2323 S MT PROSPECT RD IL DES PLAINES $110- $110.00-
CUST. TOTAL..... 110- 110.00-
84563 C L HATHAWAY AND SON INC 638 SUMMER STREET MA LYNN $110 $110.00
CUST. TOTAL..... 110 110.00
53219 C P C INTERNATIONAL WHITE PINES ROAD IL OREGON $778 $778.00
CUST. TOTAL..... 778 778.00
56996 C P CHEMICALS INC 25 HOME STREET NY WHITE PLAINS $137 $137.50
CUST. TOTAL..... 137 137.50
19568 C P HALL COMPANY 4460 HUDSON DRIVE OH STOW $55 $55.00
CUST. TOTAL..... 55 55.00
58804 C P I ENGINEERING SERVIC P O BOX 1666 MI MIDLAND $12,668 $222- $12,446.00
CUST. TOTAL..... 12,668 222- 12,446.00
23251 C P S CHEMICALS P O BOX 2107 AR W MEMPHIS $150 $150.00
</TABLE>
<PAGE>
<TABLE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 22
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
12820 CPS CHEMICALS PO BOX 162 NJ OLD BRIDGE $4,329 $577 $495 $5,829 $11,232.07
CUST. TOTAL 4,479 577 495 5,829 11,382.07
86791 CR SEMLER INCORPORATED 11664 MAPLEVILLE RD MD SMITHSBURG $142 $142.00
CUST. TOTAL 142 142.00
11765 CSA LTD 16210 W MONTGOMERY ROAD TX HOUSTON $100 $100.00
CUST. TOTAL 100 100.00
82117 CSX TRANSPORTATION 301 NORTH CHARLES STREET MD BALTIMORE $1,360 $1,360.00
CUST. TOTAL 1,360 1,360.00
10564 CABOT CORPORATION 157 CONCORD ROAD BLDG 3 MA BILLERICA $2,450 $2,450.50
42245 CABOT CORPORATION COUNTY LINE ROAD PA BOYERTOWN $26 $26.26
01101 CABOT CORPORATION BEAVER RUN ROAD BOX 1A PA REVERE $5,244 $5,244.00
CUST. TOTAL 7,720 7,720.76
85775 CAL WAX CORP 155 NORTH ASPAN AVENUE CA AZUSA $985 $968 $1,954.60
CUST. TOTAL 985 968 1,954.60
63307 CALABRIAN CORPORATION 15600 JFK BOULEVARD TX HOUSTON $675 $675.00
14677 CALABRIAN CORPORATION HOGABOOM ROAD TX PORT NECHES $3,885 $3,885.60
CUST. TOTAL 3,885 675 4,560.60
89709 CALCIQUEST INC 1891 I-85 SERVICE RD NC CHARLOTTE $4,300 $4,300.48
CUST. TOTAL 4,300 4,300.48
51456 CALGON CARBON COMPANY PO BOX 4448 PA PITTSBURGH $7,397 $7,397.20
86147 CALGON CARBON COMPANY PO BOX 717 PA PITTSBURGH $2,646 $2,646.48
CUST. TOTAL 10,043 10,043.68
12910 CALGON CORPORATION PO BOX 671 PA ELLWOOD CITY $27 $901 $385 $1,313.65
12950 CALGON CORPORATION PO BOX 817 PA PITTSBURGH $5,151 $5,151.15
55485 CALGON CORPORATION PO BOX 817 PA PITTSBURGH $1,313 $1,313.30
CUST. TOTAL 6,491 901 385 7,778.10
00208 CALGON VESTAL PO BOX 147 MO SAINT LOUIS $2,624 $1,309 $3,934.81
CUST. TOTAL 2,624 1,309 3,934.81
79913 CALIF CONSOLIDATED ENTER PO BOX 3134 NC WILMINGTON $27 $27.50
CUST. TOTAL 27 27.50
90223 CALIFORNIA CEDAR PRODUCT PO BOX 528 CA STOCKTON $611 $611.00
CUST. TOTAL 611 611.00
23150 CALIFORNIA OILS CORPORAT 1145 HARBOUR WAY SOUTH CA RICHMOND $412 $412.50
CUST. TOTAL 412 412.50
13010 CALLAHAN CHEMICAL COMPANY FILMORE & W BROAD ST NJ PALMYRA $45 $45.00
CUST. TOTAL 45 45.00
84526 CALLAWAY CHEMICAL COMPANY PO BOX 2335 GA COLUMBUS $82 $82.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 23
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
89565 CALLAWAY CHEMICAL COMPANY 6601 CANAL STREET GA COLUMBUS $137 $137.50
CUST. TOTAL 220 220.00
19409 CALUMET CHEMICAL CORP 119-14 14TH ROAD NY COLLEGE POINT $27 $27 $247 $302.50
CUST. TOTAL 27 27 247 302.50
27338 CAMCO CHEMICAL COMPANY 175 LONGWOOD ROAD SOUTH ON HAMILTON $2,481 $2,481.80
CUST. TOTAL 2,481 2,481.80
01774 CAMECO CORPORATION 1 ELDORADO PLACE ON PORT HOPE $58 $235 $294.25
CUST. TOTAL 58 235 294.25
13530 CANADA COLOR & CHEM INC 238 GLIDDEN ROAD ON BRAMPTON $2,527 $2,527.80
09613 CANADA COLOR & CHEM INC 80 SCARSDALE ROAD ON DON MILLS $79 $79.51
CUST. TOTAL 2,607 2,607.31
82149 CANADA RESOURCES DISTRIB 6225 CORONATION ST ON WINDSOR $110 $110.00
CUST. TOTAL 110 110.00
50821 CANADA SQUARE RESINS 940 LANSDOWNE AVENUE ON TORONTO $1,324 $1,324.14
CUST. TOTAL 1,324 1,324.14
53750 CANADA STARCH 800 JAMES STREET ON CARDINAL $19,689 $19,689.95
CUST. TOTAL 19,689 19,689.95
04660 CANADA WIRE & CABLE LTD PO BOX 29 KY LA GRANGE $192 $435 $628.00
CUST. TOTAL 192 435 628.00
85384 CANADIAN GYPSUM CO INC HWY 6 ON HAGERSVILLE $1,051 $1,051.28
CUST. TOTAL 1,051 1,051.28
11796 CANADIAN OXY CHEMICAL CO 100 DUNLOP STREET ON FORT ERIE $10,440 $1,219 $2,702 $14,362.95
CUST. TOTAL 10,440 1,219 2,702 14,362.95
77004 CANADIAN PACIFIC FOREST BOX 430 ON THUNDER BAY $55 $55.00
77625 CANADIAN PACIFIC FOREST 1155 MICALFE STREET PQ MONTREAL $4,318 $4,318.50
CUST. TOTAL 4,318 55 4,373.50
80651 CANAL ELECTRIC LIGHT CO 2421 CRANBERRY HWY MA WAREHAM $1,980 $1,980.20
CUST. TOTAL 1,980 1,980.20
88657 CANAMERA FOODS INC 30 WESTON ROAD ON TORONTO $26 $26.75
CUST. TOTAL 26 26.75
38420 CAPE INDUSTRIES HIGHWAY 421 NORTH NC WILMINGTON $1,620 $1,620.00
CUST. TOTAL 1,620 1,620.00
01858 CAPITAL RESIN CORPORATION PO BOX 07849 OH COLUMBUS $1,036 $1,036.94
CUST. TOTAL 1,036 1,036.94
85655 CAPITOL CEMENT 100 RIVERTON ROAD VA FRONT ROYAL $970 $82 $1,052.52
CUST. TOTAL 970 82 1,052.52
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 24
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21078 CAPITOL CEMENT CORP SOUTH QUEEN STREET WV MARTINSBURG $70,064 $15,806 $85,871.92
CUST. TOTAL 70,064 15,806 85,871.92
57160 CARBONAIRE PO BOX 163 PA PALMERTON $3,823 $1,687 $5,510.67
CUST. TOTAL 3,823 1,687 5,510.67
28839 CARDINAL ALUM 4005 OAKLAWN DRIVE KY LOUISVILLE $335 $335.00
CUST. TOTAL 335 335.00
13617 CARDINAL STABILIZERS INC 2010 S BELTLINE BOULEVARD SC COLUMBIA $96 96.00
CUST. TOTAL 96 96.00
28452 CARDOLITE CORPORATION 500 DOREMUS AVE NJ NEWARK $467 $467.50
CUST. TOTAL 467 467.50
88528 CARGAMEX LONDRES 38-4 PISO MX MEXICO DF MEXI $425 $425 $425 $2,225 $3,500.00
CUST. TOTAL 425 425 425 2,225 3,500.00
74284 CARGILL CORN PLANT PO BOX 13368 TN MEMPHIS $1,437 $1,437.23
CUST. TOTAL 1,437 1,437.23
62179 CARGILL INC 762 MARIETTA BLVD NW GA ATLANTA $25 $25.00
00700 CARGILL INC 71 BARNETT ROAD GA FOREST PARK $60,252 $14,965 $2,743 $392- $77,568.44
03361 CARGILL INC COUNTY ROAD T61 IA EDDYVILLE $192 $192.50
13870 CARGILL INC 100 COTTAGE AVE/LAKE MAR IL CARPENTERSVILL $3,302 $55 $3,357.04
25407 CARGILL INC PO BOX 1380 TX ENNIS $10,963 $630 $569 $12,162.87
CUST. TOTAL 74,709 15,620 3,313 337- 93,305.85
57891 CARLISLE CHEMICAL 5 MILITIA DRIVE MA LEXINGTON $663 $665 $1,328.00
CUST. TOTAL 663 665 1,328.00
50672 CARLISLE SYNTEC PO BOX 7000 PA CARLISLE $1,585 $1,585.33
CUST. TOTAL 1,585 1,585.33
62798 CARLISLE TIRE & RUBBER CO FACTORY & C STREETS PA CARLISLE $1,427 $1,427.64
CUST. TOTAL 1,427 1,427.64
66227 CARLOS LEFFLER INC PO BOX 278 PA RICHLAND $165- $165.24-
CUST. TOTAL 165- 165.24-
83593 CARPLASTIC SA DE CV CARR APODACA V JUAREZ KM MX MONTERREY NL $360 $270 $3,375 $4,005.00
CUST. TOTAL 360 270 3,375 4,005.00
89979 CARRIER CORP CARYLE COMPRESSOR DIV NY SYRACUSE $5,498 $5,498.92
CUST. TOTAL 5,498 5,498.92
90105 CARRIER CORPORATION HWY 55 TN MORRISON $1,540 $1,540.00
CUST. TOTAL 1,540 1,540.00
06956 CARTER WALLACE INC HALF ACRE ROAD NJ CRANBURY $2,598 $2,598.90
CUST. TOTAL 2,598 2,598.90
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 25
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
06519 CASCHEM INC 40 AVENUE A NJ BAYONNE $110 $577 $2,239 $2,926.50
CUST. TOTAL 110 577 2,239 2,926.50
63296 CASCO COMPANY 1100 GREEN VALLEY ROAD ON LONDON $80 $21 $42 $513 $658.05
CUST. TOTAL 80 21 42 513 658.05
88666 CASS TRANSPORT SERVICE PO BOX 17625 MO SAINT LOUIS $783 $783.00
CUST. TOTAL 783 783.00
68513 CASTING SUPPLY HOUSE 130-32 LENOX AVENUE CT STAMFORD $331 $331.25
CUST. TOTAL 331 331.25
74318 CASTROL INC PO BOX 1230 IL LANSING $1,484 $1,484.80
81025 CASTROL INC FIELDCREST AVENUE NJ EDISON $790 $790.78
59957 CASTROL INC 775 LOUIS DR PA WARMINSTER $16,021 $16,021.22
CUST. TOTAL 17,506 790 18,296.80
81794 CASTROL INDUSTRIAL CENTR 630 W WASHINGTON BLVD IL CHICAGO $2,775 $1,941- $833.48
11016 CASTROL INDUSTRIAL CENTR 149-162 GRANT ST IL N AURORA $46 $46.00
CUST. TOTAL 2,821 1,941- 879.48
88901 CATALYST GOLDEN BEAR 535 MADISON AVENUE NY NEW YEAR $7,794 $7,794.10
CUST. TOTAL 7,794 7,794.10
07074 CATERPILLAR TRACTOR CO FREIGHT PAYABLES LD 353 IL E PEORIA $1,382 $1,382.32
CUST. TOTAL 1,382 1,382.32
63110 CCL CUSTOM MANUFACTURING 1 WEST HEGELER LANE IL DANVILLE $75 $75.00
83500 CCL CUSTOM MANUFACTURING 1 WEST HEGELER LANE IL DANVILLE $890 $82 $2,762 $3,734.50
CUST. TOTAL 890 82 2,837 3,809.50
83844 CCL CUSTOM MFG 13 BETHRIDGE ROAD ON REXDALE $82 $27 $110.00
CUST. TOTAL 82 27 110.00
06083 CECOS INTERNATIONAL INC 27004 SOUTH FROST LA LIVINGSTON $50- $50.00-
CUST. TOTAL 50- 50.00-
16780 CEDAR CHEMICAL CORP PO BOX 2749 AR W HELENA $560 $560.00
CUST. TOTAL 560 560.00
83065 CEDAR CONCEPT CORP 4392 S WOLCOTT IL CHICAGO $82 $82.50
CUST. TOTAL 82 82.50
69983 CELLO CHEMICAL COMPANY EXECUTIVE PLAZA NO 1/STE MD HUNT VALLEY $913 $913.50
CUST. TOTAL 913 913.50
78098 CENTERLINE INDUSTRIES INC 5380 BIRCHER BLVD MO SAINT LOUIS $460 $460.00
CUST. TOTAL 460 460.00
70725 CENTRAL PRODUCTS COMPANY 531 NO STILES ST NJ LINDEN $605 $626 $1,232.00
CUST. TOTAL 605 626 1,232.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 26
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
81361 CENTRAL STATES CAN CO 2101 9TH ST SW OH MASSILLON $572 $572.00
CUST. TOTAL ....... 572 572.00
56413 CENTURY ADHESIVES CO 802 HARMON AVE OH COLUMBUS $55 $55.00
CUST. TOTAL ....... 55 55.00
90094 CENTURY OIL ACQUISITION 53 S MAIN ST NY SPRING VALLEY $1,138 $1,138.25
CUST. TOTAL ....... 1,138 1,138.25
12877 CERTIFIED CHEMICAL CO P O BOX 2286 NJ CINNAMINSON $3,419 $3,419.40
CUST. TOTAL ....... 3,419 3,419.40
14444 CHALES R HABBART & SONS BOX 203 A/R F D 1 NJ SPARTA $9 $9.00
CUST. TOTAL ....... 9 9.00
76122 CHALLENGE INTERNATIONAL 5005 MITCHELLDALE ST TX HOUSTON $1,274 $5,499 $79 $2,844 $9,697.12
CUST. TOTAL ....... 1,274 5,499 79 2,844 9,697.12
28518 CHAMPION INTERNATIONAL HIGHWAY 29 FL CANTONMENT $10,640 $55 $10,695.00
15380 CHAMPION INTERNATIONAL P O BOX C-10 NC CANTON $27 $110 $5,049 $5,186.76
55203 CHAMPION INTERNATIONAL P O BOX 580 NC ROANOKE RAPIDS $1,549 $1,549.12
28248 CHAMPION INTERNATIONAL P O BOX 149 TX LUFKIN $1,769- $1,769.20-
11181 CHAMPION INTERNATIONAL 11611 5TH STREET TX SHELDON $230- $230.00-
CUST. TOTAL ....... 12,216 110 55 3,050 15,431.68
05402 CHAMPION PAPER COMPANY 101 KNIGHTSBRIDGE DRIVE OH HAMILTON $4,550 $4,550.00
CUST. TOTAL ....... 4,550 4,550.00
85340 CHARDON OIL CO INC 420 WATER STREET OH CHARDON $27 $27.50
CUST. TOTAL ....... 27 27.50
65421 CHARLOTTE CHEM 7625 SCENIC HWY LA BATON ROUGE $150 $150.00
CUST. TOTAL ....... 150 150.00
88938 CHEATHAM CHEMICAL 1550 ROADHAVEN DRIVE GA STONE MOUNTAIN $55 $546 $687 $1,288.50
CUST. TOTAL ....... 55 546 687 1,288.50
09113 CHEM TREND INCORPORATED 3205 EAST GRAND RIVER MI HOWELL $2,416 $2,416.80
CUST. TOTAL ....... 2,416 2,416.80
63303 CHEMAID INCORPORATED 100 MAYHILL STREET NJ SADDLE BROOK $492 $492.50
CUST. TOTAL ....... 492 492.50
15457 CHEMCENTRAL CORPORATION 1 ALCHEMY PLACE GA DORAVILLE $137 $1,555 $1,692.50
77305 CHEMCENTRAL CORPORATION P O BOX 730 IL BEDFORD PARK $2,065 $2,065.20
87680 CHEMCENTRAL CORPORATION 13395 HURON RIVER DRIVE MI ROMULUS $326 $110 $436.50
08839 CHEMCENTRAL CORPORATION 2646 METRO BOULEVARD MO MARYLAND HEIGH $55 $55.00
76770 CHEMCENTRAL CORPORATION P O BOX 100 NC JAMESTOWN $2,168 $2,168.95
04076 CHEMCENTRAL CORPORATION 21600 DRAKE ROAD OH STRONGSVILLE $220 $82 $137 $440.00
00093 CHEMCENTRAL CORPORATION MONTOUR BRANCH PA PITTSBURGH $595 $595.00
58870 CHEMCENTRAL CORPORATION 8401 MARKET STREET TX HOUSTON $962 $40 $1,002.31
02134 CHEMCENTRAL CORPORATION P O BOX 23188 TX SAN ANTONIO $3,945 $1,452 $5,397.50
CUST. TOTAL ....... 7,519 2,251 1,755 2,327 13,852.96
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 27
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
08046 CHEMETALS INT'L INC 11999 KATY FREEWAY TX HOUSTON $2,602 $2,602.00
CUST. TOTAL ....... 2,602 2,602.00
05540 CHEMFIL CORPORATION 54 W INDUSTRIAL DRIVE MO OFALLON $687 $423 $1,111.30
CUST. TOTAL ....... 687 423 1,111.30
04075 CHEMICAL CORP OF AMERICA 2 CARLTON AVENUE NJ E RUTHERFORD $1,356 $1,356.75
CUST. TOTAL ....... 1,356 1,356.75
83400 CHEMICAL DISTRIBUTOR 6001 DONITHAM TX EL PASO $21 $21.00
16030 CHEMICAL DISTRIBUTORS IN 524 HOWARD STREET NY BUFFALO $27 $27.50
CUST. TOTAL ....... 27 21 48.50
72417 CHEMICAL LEAMAN INTERNAT INTERNATIONAL BILLING ON PA EXTON $24,420 $899 $146 $571 $26,037.34
CUST. TOTAL ....... 24,420 899 146 571 26,037.34
51384 CHEMICAL LEAMAN TANK LIN AL MOBILE $350 $350.00
73641 CHEMICAL LEAMAN TANK LIN CEMENT NIGHT UNLD CREDIT PA LIONVILLE $206- $206.00-
CUST. TOTAL ....... 206- 350 144.00
84385 CHEMICAL MARKETING 58 CAROUSEL CIRCLE PA NEW BRITAIN $2,140 $2,140.50
CUST. TOTAL ....... 2,140 2,140.50
89632 CHEMICAL MARKETING ASSOC 11601 KATY FREEWAY TX HOUSTON $1,645 $1,645.00
CUST. TOTAL ....... 1,645 1,645.00
53786 CHEMICAL POLLUTION CONTR 120 SOUTH 4TH STREET NY BAY SHORE $481 $481 $481 $1,444.98
CUST. TOTAL ....... 481 481 481 1,444.98
84495 CHEMICAL RAINBOW TANK CL 21119 S WILMINGTON AVE CA LONG BEACH $4,050 $13,585 $17,635.00
CUST. TOTAL ....... 4,050 13,585 17,635.00
01924 CHEMICAL RESOURCES INC P O BOX 34097 KY LOUISVILLE $2,614 $3,236 $5,850.68
CUST. TOTAL ....... 2,614 3,236 5,850.68
11478 CHEMICAL SERVICES COMPAN 2600 THUNDERHAWK COURT OH DAYTON $247 $247.50
CUST. TOTAL ....... 247 247.50
79963 CHEMICAL WASTE MANAGEMEN 1704 WEST FIRST STREET CA AZUSA $10,040 $19,406 $29,447.00
70858 CHEMICAL WASTE MANAGEMEN 100 LISTER AVENUE NJ NEWARK $1,291 $1,291.50
14201 CHEMICAL WASTE MANAGEMEN 3956 STATE ROUTE 412 OH VICKERY $192 $192.50
CUST. TOTAL ....... 10,040 19,406 1,291 192 30,931.00
76601 CHEMICAL WAY CORPORATION 11450 GULF STREAM DRIVE TN ARLINGTON $3,906 $2,011 $5,917.48
CUST. TOTAL ....... 3,906 2,011 5,917.48
06719 CHEMIONICS CORPORATION 390 MUNROE FALLS ROAD OH TALLMADGE $110 $110.00
CUST. TOTAL ....... 110 110.00
09242 CHEMLINK PETROLEUM 5135 BOYLAN STREET CA BAKERSFIELD $72 $481 $553.25
CUST. TOTAL ....... 72 481 553.25
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 28
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00723 CHEMPAC LTD 2000 KIPLING AVENUE ON REXDALE $4,820 $4,820.00
CUST. TOTAL ....... 4,820 4,820.00
78599 CHEMPAK 3639 WILLOW BEND BLVD TX HOUSTON $137 $110 $385 $715 $1,347.50
CUST. TOTAL ....... 137 110 385 715 1,347.50
O3774 CHEMPLY INCORPORATED ELIZABETH BUNOLA ROAD PA BUNOLA $605 $605.00
13139 CHEMPLY INCORPORATED P O BOX 18049 PA PITTSBURGH $351 $100 $3,688 $4,139.20
CUST. TOTAL ....... 351 100 4,293 4,744.20
79621 CHEMQUEST 6235 S MCINTOSH RD FL SARASOTA $27 $27.50
CUST. TOTAL ....... 27 27.50
88510 CHEMREAL CORP 1600 JAY STREET NY ROCHESTER $1,642- $1,642.39-
CUST. TOTAL ....... 1,642- 1,642.39-
89156 CHEMREAL INC 190 LEE RD NY ROCHESTER $1,249 $1,249.80
CUST. TOTAL ....... 1,249 1,249.80
04735 CHEMRON CORPORATION P O BOX 2299 CA PASO ROBLES $4,452 $3,349 $477 $3,917 $12,197.52
86232 CHEMRON CORPORATION INTERNATIONAL BILLING ON CA PASO ROBLES $3,187 $12,200 $1,625 $17,012.50
CUST. TOTAL ....... 7,640 15,549 477 5,542 29,210.02
65733 CHEMSTREAM 3105 GRUBBLE RD NC MATTHEWS $6,462 $6,462.22
CUST. TOTAL ....... 6,462 6,462.22
64649 CHEMSUN INC 36 YORK MILLS RD ON N YORK $1,163- $1,163.14-
CUST. TOTAL ....... 1,163- 1,163.14-
69160 CHEMTALL INCORPORATED P O BOX 247 GA RICEBORO $4,797 $2,850 $82 $7,729.95
CUST. TOTAL ....... 4,797 2,850 82 7,729.95
51629 CHEMTECH INTERNATIONAL 411 N SAM HOUSTON PKWY TX HOUSTON $4,012 $849 $522 $5,384.00
71010 CHEMTECH INTERNATIONAL P O BOX 509 TX SEABROOK $1,409 $1,409.15
CUST. TOTAL ....... 4,012 2,258 522 6,793.15
16230 CHEMTECH PRODDUCTS 1655 DES PERES ROAD MO SAINT LOUIS $1,898 $64 $1,962.75
CUST. TOTAL ....... 1,898 64 1,962.75
75712 CHERRY HILL CONSTRUCTION 8170 MISSION ROAD MD JESSUP $951 $951.35
83239 CHERRY HILL CONSTRUCTION 8211 WASHINGTON BLVD MD JESSUP $570 $570.00
CUST. TOTAL ....... 1,521 1,521.35
16060 CHESAPEAKE CORPORATION 19TH STREET VA WEST POINT $110 $110.00
CUST. TOTAL ....... 110 110.00
80470 CHESAPEAKE HARDWOOD 201 DEXTER CIRCLE VA CHESAPEAKE $137 $137.50
CUST. TOTAL ....... 137 137.50
21225 CHESEBROUGH PONDS JOHN ST CT CLINTON $75 $715 $3,846 $4,636.97
07484 CHESEBROUGH PONDS P O BOX 1047 MO JEFFERSON CITY $45 $45.00
CUST. TOTAL ....... 75 760 3,846 4,681.97
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 29
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
23077 CHEVRON CHEMICAL COMPANY 940 HENSLEY STREET CA RICHMOND $l,614 $1,l29 $264 $3,008.39
88986 CHEVRON CHEMICAL COMPANY 576 STANDARD AVE CA RICHMOND $3,621 $1,707 $5,353 $10,682.08
68370 CHEVRON CHEMICAL COMPANY P O BOX 5047 CA SAN RAMON $843 $848 $1,691.69
78516 CHEVRON CHEMICAL COMPANY P O BOX 5048 CA SAN RAMON $90 $90.00
60248 CHEVRON CHEMICAL COMPANY 3000 SHEFFIELD STREET IN HAMMOND $82 $82.50
15950 CHEVRON CHEMICAL COMPANY P O BOX 70 LA BELLE CHASSE $8,458 $8,377 $16,836.57
21148 CHEVRON CHEMICAL COMPANY P O BOX 78 LA SAINT JAMES $4,710 $330 $5,040.00
01604 CHEVRON CHEMICAL COMPANY 2497 ADIE ROAD MO MARYLAND HEIGH $110 $110.00
05604 CHEVRON CHEMICAL COMPANY P O BOX 509 TX BAYTOWN $1,381 $1,381.98
16520 CHEVRON CHEMICAL COMPANY P O BOX 4858 TX HOUSTON $103,784 $4,925 $346 $109,055.97
82179 CHEVRON CHEMICAL COMPANY P O BOX 2449 TX HOUSTON $787 $787.50
08172 CHEVRON CHEMICAL COMPANY FARM ROAD 1006 TX ORANGE $82 $82.50
CUST. TOTAL ....... 124,688 18,106 5,443 610 148,849.18
03078 CHEVRON U S A INC P O BOX W CA CONCORD $518 $1,961 $2,479.53
66985 CHEVRON U S A INC P O BOX 9250 CA CONCORD $3,384 $556 $322 $4,262.00
75964 CHEVRON U S A INC P O BOX 4120 CA CONCORD $33,644 $3,238 $1,052 $37,936.00
04618 CHEVRON U S A INC P O BOX 1000 OH MARIETTA $3,371 $3,371.50
06624 CHEVRON U S A INC P O BQX 4858 TX HOUSTON $206 $27 $233.75
86077 CHEVRON U S A INC P O BOX 3766/ROOM 1050 TX HOUSTON $2,733 $2,733.41
CUST. TOTAL ....... 43,339 4,313 322 3,041 51,016.25
16430 CHICAGO MAGNET WIRE CORP 901 CHASE AVE IL ELK GROVE VLG $2,368 $2,368.00
CUST. TOTAL ....... 2,368 2,368.00
89705 CHOICE TRANSPORTATION 54 BROAD ST NJ RED BANK $6,819 $973 $7,793.06
CUST. TOTAL ....... 6,819 973 7,793.06
87960 CHRISTY CORP 260 AUTHORITY DR MA FITCHBURG $567 $2,129 $2,696.03
CUST. TOTAL ....... 567 2,129 2,696.03
53375 CHRYSLER CORP RT 5 & STONE QUARRY ROAD IL BELVIDERE $55 $55 $137 $247.50
68803 CHRYSLER CORP P O BOX 195199 MI BURTON $824 $1,763 $2,587.48
51186 CHRYSLER CORP 21500 MOUND ROAD MI WARREN $220 $220.00
CUST. TOTAL ....... 55 55 824 2,120 3,054.98
64343 CHUBB NATIONAL FOAM P O BOX 87 MO SAINT LOUIS $3,559 $3,559.84
85701 CHUBB NATIONAL FOAM 150 GORDON DR PA EXTON $82 $55 $137.50
CUST. TOTAL ....... 3,642 55 3,697.34
87006 CHUSEI USA INC 12500 BAY AREA BLVD TX PASADENA $100 $340- $240.00-
CUST. TOTAL ....... 100 340- 240.00-
32240 CIBA GEIGY CORPORATION GEIGY ROAD AL MCINTOSH $2,718 $1,130 $3,848.00
78659 CIBA GEIGY CORPORATION P O BOX 95303 AL MCINTOSH $2,743 $132 $250 $3,125.00
24191 CIBA GEIGY CORPORATION 205 S JAMES ST DE NEWPORT $22,582 $7,659 $2,263 $1,430 $33,936.40
21705 CIBA GEIGY CORPORATION P O BOX 480 LA SAINT GABRIEL $105 $82 $1,685- $987 $510.00-
12952 CIBA GEIGY CORPORATION P O BOX 67 MO SAINT LOUIS $65,057 $2,653 $1,428 $69,139.45
14711 CIBA GEIGY CORPORATION P O BOX 7648 NC CHARLOTTE $577- $577.50-
06549 CIBA GEIGY CORPORATION P O BOX 18300 NC GREENSBORO $3,615 $2,894 $55 $6,565.36
66773 CIBA GEIGY CORPORATION P O BOX 19103 NC GREENSBORO $385 $330 $720 $677 $2,112.50
88799 CIBA GEIGY CORPORATION 410 SWING ROAD NC GREENSBORO $8,337 $3,303 $125 $1,168 $12,933.80
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 30
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
75083 CIBA GEIGY CORPORATION 555 PT 1 SOUTH NJ ISELIN $1,857 $1,807- $50.00
16560 CIBA GEIGY CORPORATION P O BOX 2277 NJ RAHWAY $113,059 $26,585 $5,524 $145,170.75
21725 CIBA GEIGY CORPORATION P O BOX 71 NJ TOMS RIVER $100 $165 $265.00
76953 CIBA GEIGY CORPORATION SEVEN SKYLINE DRIVE NY HAWTHORNE $8,869 $8,869.60
89l99 CIBA GEIGY CORPORATION SEVEN SKYLINE DRIVE NY HAWTHORNE $364- $364.50-
19324 CIBA GEIGY CORPORATION 1200 FRANKLIN BLVD ON CAMBRIDGE $135 $135.00
08095 CIBA GEIGY CORPORATION 3591 TULANE TN MEMPHIS $285 $285.00
CUST. TOTAL ....... 229,751 41,833 3,967 9,430 284,983.86
73887 CIBA-GEIGY SA MEXICANA S 601 GUATEHOTZIN ST TX LAREDO $125 $125.00
CUST. TOTAL ....... 125 125.00
12324 CIBRO PETROLEUM PRODUCTS PORT OF ALBANY NY ALBANY $1,650 $1,650.00
CUST. TOTAL ....... 1,650 1,650.00
07616 CITGO PETROLEUM CORP P O BOX 40 OK TULSA $131 $131.22
90219 CITGO PETROLEUM CORP 6100 SOUTH YALE OK TULSA $211 $211.56
CUST. TOTAL ....... 211 131 342.78
07793 CITY OF AKRON 1570 RAVENNA ROAD OH KENT $55 $55.00
CUST. TOTAL ....... 55 55.00
07684 CITY OF NIAGARA FALLS 1225 BUFFALO AVENUE NY NIAGARA FALLS $27 $27.50
CUST. TOTAL ....... 27 27.50
51676 CITY OF TULSA 18707 E 21ST ST OK TULSA $137 $137.50
CUST. TOTAL ....... 137 137.50
22127 CITY OF WICHITA 1815 WEST PINE KS WICHITA $27 $27.50
CUST. TOTAL ....... 27 27.50
23943 CL INDUSTRIES INC P O BOX 218 IL GEORGETOWN $220 $220.00
CUST. TOTAL ....... 220 220.00
16910 CLAIROL INC 1 BLACKLEY ROAD CT STANFORD $55 $55 $106 $216.50
CUST. TOTAL ....... 55 55 106 216.50
27083 CLARK FILTER 3649 HEMPLAND ROAD PA LANCASTER $65 $65.00
CUST. TOTAL ....... 65 65.00
08468 CLAUSSEN COMPANY 1055 KING GEORGE ROAD NJ FORDS $165 $165.00
CUST. TOTAL ....... 165 165.00
73190 CLAYTON CORPORATION 866 HORAN DR M0 FENTON $82 $82.50
CUST. TOTAL ....... 82 82.50
77149 CLEAN HARBORS INC 11800 SOUTH STONEY ISLAN IL CHICAGO $1,000 $1,000.00
CUST. TOTAL ....... 1,000 1,000.00
12610 CLOROX COMPANY 125 THEODORE CONRAD DRIV NJ JERSEY CITY $2,253 $2,253.60
CUST. TOTAL ....... 2,253 2,253.60
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 31
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24856 CLOUD CORPORATION INDUSTRIAL PARK AR HARRISON $65 $65.00
CUST. TOTAL ....... 65 65.00
50868 CLOUGH CHEMICAL 178 RUE ST PIERRE PQ ST JEAN $2,704 $5,326 $2,625 $10,656.60
CUST. TOTAL ....... 2,704 5,326 2,625 10,656.60
27341 CMX INC 16000 COMMERCE PARKWAY NJ MOUNT LAUREL $3,633 $3,633.34
CUST. TOTAL ....... 3,633 3,633.34
04829 COASTAL EAGLE POINT OIL P O BOX 1000 NJ WESTVILLE $137 $1,299 $1,436.50
CUST. TOTAL ....... 137 1,299 1,436.50
75773 COASTAL ENGINEERED PROD 1101 MAIN STREET SC VARNVILLE $450 $82 $532.50
CUST. TOTAL ....... 450 82 532.50
07233 COASTAL OIL NEW YORK INC FOOT OF EAST 5TH STREET NJ BAYONNE $2,800 $2,800.00
CUST. TOTAL ....... 2,800 2,800.00
07487 COASTAL REFINING & MARKE 1300 CANTWELL LANE TX CORPUS CHRISTI $80 $80.00
CUST. TOTAL ....... 80 80.00
12501 COCA COLA BOTTLING CO COCA COLA ROAD AL MOBILE $110 $110.00
64269 COCA COLA BOTTLING CO 4901 CHESAPEAKE DR NC CHARLOTTE $220 $220.00
70788 COCA COLA BOTTLING CO 64 BY PASS TN CLEVELAND $27 $27.50
CUST. TOTAL ....... 137 220 357.50
01828 COCA COLA USA P O DRAWER 1734 GA ATLANTA $1,007 $220 $2,625 $3,852.50
84947 COCA COLA USA 600 AMHERST STREET NH NASHUA $505 $471 $976.35
CUST. TOTAL ....... 505 1,007 691 2,625 4,828.85
86866 CDCHEM 7555 BESSEMER OH CLEVELAND $55 $55.00
CUST. TOTAL ....... 55 55.00
65614 COLDMATIC REFREGERATION 8500 KEELE ST ON CONCORD $82 $82.50
CUST. TOTAL ....... 82 82.50
08915 COLE CHEMICALS & DIST 950 ECHO LANE TX HOUSTON $110 $40 $515 $665.40
CUST. TOTAL ....... 110 40 515 665.40
55392 COLFAX INC 38 COLFAX STREET RI PAWTUCKET $604 $604.50
CUST. TOTAL ....... 604 604.50
17810 COLGATE PALMOLIVE COMPAN CLARK BLVD & WOERNER AVE IN JEFFERSONVILLE $791 $637 $412 $1,841.50
63709 COLGATE PALMOLIVE COMPAN 1806 KANSAS AVENUE KS KANSAS CITY $172 $172.50
CUST. TOTAL ....... 791 637 585 2,014.00
17647 COLONIAL OIL INDUSTRIES P O BOX 576 GA SAVANNAH $27 $27.50
CUST. TOTAL ....... 27 27.50
76467 COLONIAL PIPELINE 013245 P O BOX 69 MD WOODBINE $4,965 $4,965.66
CUST. TOTAL ....... 4,965 4,965.66
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 32
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
64151 COLORCON 415 MOYER BLVD PA WEST POINT $538 $538.54
CUST. TOTAL ....... 538 538.54
01084 COLORITE PLASTICS 101 RAILROAD AVENUE NJ RIDGEFIELD $6,800 $6,800.00
CUST. TOTAL ....... 6,800 6,800.00
90161 COLUMBIA FOREST PRODUCTS 100 SOUTH PAUL ROAD VA CHATHAM $302 $302.50
CUST. TOTAL ....... 302 302.50
18540 COLUMBUS MC KINNON CO HWY 22 A SOUTH TN LEXINGTON $1,318 $890 $2,208.73
CUST. TOTAL ....... 1,318 890 2,208.73
03319 COMMANDING OFFICER NAVAL SUBMARINE SUPPORT CT GROTON $2,654 $2,654.50
CUST. TOTAL ....... 2,654 2,654.50
00522 COMMERCIAL PRODUCTS 117 ETHYL AVENUE NJ HAWTHORNE $440 $440.00
CUST. TOTAL ....... 440 440.00
76707 COMMONWEALTH OIL CORP C/O ESSO CHEMICAL CANADA ON HARROW $1,100 $1,100.00
CUST. TOTAL ....... 1,100 1,100.00
61877 COMPAC CORP OLD FLANDERS ROAD NJ NETCONG $14,400 $3,600 $18,000.00
CUST. TOTAL ....... 14,400 3,600 18,000.00
66021 COMPONENTES MECANICAS P O BOX 4447 TX BROWNSVILLE $50,915 $54,697 $9,516 $3,995- $111,133.29
CUST. TOTAL ....... 50,915 54,697 9,516 3,995- 111,133.29
06266 COMPRESSION POLYMERS GREENWOOD & WARNER PA SCRANTON $870 $1,708 $1,586 $4,164.00
CUST. TOTAL ....... 870 1,708 1,586 4,164.00
04180 CONCORD CHEMICAL COMPANY 17TH & FEDERAL STREETS NJ CAMDEN $55 $55.00
CUST. TOTAL ....... 55 55.00
81832 CONE MILLS CORPORATION EAST CONE BLVD NC GREENSBORO $137 $137 $275.00
CUST. TOTAL ....... 137 137 275.00
63457 CONICA CORP LOWER BUTLER ROAD PA HARMONY $45 $2,452 $2,497.50
CUST. TOTAL ....... 45 2,452 2,497.50
87226 CONOCO INC P O BOX 1260 CA SANTA MARIA $1,277 $1,277.60
56721 CONOCO INC 250 AIRPORT ROAD DE NEW CASTLE $25,459 $1,011 $26,471.44
06918 CONOCO INC P O BOX 1267 OK PONCA CITY $2,417 $2,417.60
02354 CONOCO INC BOX 2197/2007 PONCA BLDG TX HOUSTON $2,746 $2,746.50
CUST. TOTAL ....... 29,483 3,429 32,913.14
77099 CONQUEST CHEMICALS 425 WOODS MILL ROAD S MO SAINT LOUIS $562 $562.50
CUST. TOTAL ....... 562 562.50
86518 CONRAIL CORPORATION FLEXIFLO TERMINAL PA PHILADELPHIA $980 $980.65
CUST. TOTAL ....... 980 980.65
59357 CONSOLIDATED ALUMINUM 1100 RICHMOND STREET TN JACKSON $348 $348.64
CUST. TOTAL ....... 348 348.64
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 33
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50077 CONSOLIDATED COAL COMPAN BLADESVILLE #2 WV WANA $880 $880.34
CUST. TOTAL ....... 880 880.34
09590 CONSOLIDATED PAPER INC P O BOX 50 WI WISCONSIN RPDS $90- $90.00-
CUST. TOTAL ....... 90- 90.00-
87835 CONSOLIDATED RAIL CORP BLD #2 PETE SCHROLL NJ NEWARK $4,489 $3,448 $7,937.50
17661 CONSOLIDATED RAIL CORP P O BOX 145 NY SELKIRK $2,497 $2,497.00
88780 CONSOLIDATED RAIL CORP FLEXIFLO PA PITTSBURGH $9,717 $9,717.50
CUST. TOTAL ....... 6,986 13,165 20,152.00
80682 CONTAINER CARE 860 HARBOUR WAY SOUTH CA RICHMOND $513 $513.75
CUST. TOTAL ....... 513 513.75
68766 CONTAINER CORP OF AMERIC P O BOX 12950 CA FRESNO $3,438 $877 $4,315.40
61348 CONTAINER CORP OF AMERIC 2001 E 57TH STREET CA VERNON $612 $612.00
19580 CONTAINER CORP OF AMERIC NORTH 8TH ST FL FERNANDINA BCH $27 $27.50
56926 CONTAINER CORP OF AMERIC P O BOX 1214 OH RAVENNA $137 $55 $75 $267.50
CUST. TOTAL ....... 3,603 932 687 5,222.40
27704 CONTINENTAL CAN COMPANY 8201 WOODLEY AVENUE CA VAN NUYS $55 $55.00
CUST. TOTAL ....... 55 55.00
01583 CONTINENTAL INDUSTRIAL C 5010 HOVIS ROAD NC CHARLOTTE $137- $137.50-
CUST. TOTAL ....... 137- 137.50-
86296 CONTINENTAL TRAFFIC SVC 5100 POPLAR AVE TN MEMPHIS $192 $192.00
CUST. TOTAL ....... 192 192.00
84445 CONVENIENCE KING INC P O BOX 189 NC DILLSBORO $315 $315.00
CUST. TOTAL ....... 315 315.00
84908 CONWAY INTERMODAL 2322 GRAVEL TX FORT WORTH $383 $383.50
CUST. TOTAL ....... 383 383.50
19350 CONWELL OIL CORPORATION EAST 14th ST/PO BOX 215 NY ELMIRA HTS $4,715 $4,715.25
CUST. TOTAL ....... 4,715 4,715.25
81570 COOK COMPOSITES & POLYME P O BOX 189 IA BURLINGTON $82 $82.50
28621 COOK COMPOSITES & POLYME 2434 HOLMES ROAD TX HOUSTON $5,851 $1,010 $637 $2,544 $10,043.90
CUST. TOTAL ....... 5,934 1,010 637 2,544 10,126.40
90053 COOK FAMILY FOODS 800 CW STEVENS BLVD KY GRAYSON $27 $27.50
CUST. TOTAL ....... 27 27.50
23247 COOKSON PIGMENTS INC 256 VANDERPOOL STREET NJ NEWARK $420 $27 $292 $740.16
83700 COOKSON PIGMENTS INC P O BOX 1259 NJ SOMERVILLE $1,548 $1,548.92
CUST. TOTAL ....... 1,969 27 292 2,289.08
00287 COOLEY INC 50 ESTEN AVENUE RI PAWTUCKET $55 $55.00
CUST. TOTAL ....... 55 55.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 34
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
90104 COON INDUSTRIES P O BOX 155 PA LUZERNE $1,171 $1,171.00
CUST. TOTAL ....... 1,171 1,171.00
82195 COOPER OIL TOOL CO 16500 S MAIN STREET TX MISSOURI CITY $82 $82.50
CUST. TOTAL ....... 82 82.50
86380 COOPER POWER C/O POTOMAC ELECTRIC P DC WASHINGTON $927 $927.58
CUST. TOTAL ....... 927 927.58
88884 COOPER POWER SYSTEMS GOLDEN GEM DRIVE FL UMATILLA $3,253 $3,253.60
77730 COOPER POWER SYSTEMS CURRY AVENUE PA CANONSBURG $12,306 $27- $12,278.64
CUST. TOTAL ....... 12,306 3,226 15,532.24
19550 COOPERS CREEK CHEM CORP 90 RIVER ROAD PA W CONSHOHOCKEN $2,015 $2,015.00
CUST. TOTAL ....... 2,015 2,015.00
20180 COPOLYMER RUBBER & CHEM 1836 SHADA AVE LA BATON ROUGE $4,459 $2,865 $7,324.15
CUST. TOTAL ....... 4,459 2,865 7,324.15
19860 CORNING GLASS COMPANY P O BOX 1407 NY CORNING $26,443 $4,330 $30,774.04
CUST. TOTAL ....... 26,443 4,330 30,774.04
77840 CORNWALL CHEMICALS LTD P O BOX 200 ON WILLOWDALE $64 $192 $2,471 $2,728.50
CUST. TOTAL ....... 64 192 2,471 2,728.50
77165 CORRECTIONAL ENTERPRISES TURNEY CENTER TN ONLY $137 $137.50
CUST. TOTAL ....... 137 137.50
88671 CORRIGATED CONTAINER CD 237 ROCKWOOD AVENUE CA CALEXICO $4,918 $2,598 $7,517.05
CUST. TOTAL ....... 4,918 2,598 7,517.05
07658 CORWOOD LABS INC 55 ADAMS STREET NY HAUPPAUGE $89 $89.00
CUST. TOTAL ....... 89 89.00
05064 COSCO INCORPORATED 137 SKILLMAN AVENUE NY BROOKLYN $1,169 $1,169.00
CUST. TOTAL ....... 1,169 1,169.00
84801 COUNTRYMARK CO-OP REFINERY ROAD IN MOUNT VERNON $45 $45.00
CUST. TOTAL ....... 45 45.00
24209 COUNTY LINE QUARRY S FRONT ST PA WRIGHTSVILLE $195 $795 $990.94
CUST. TOTAL ....... 195 795 990.94
83232 COURTAULDS AEROSPACE 11601 UNITED STREET CA MOJAVE $1,000 $1,000.00
86543 COURTAULDS AEROSPACE 410 JERSEY AVE NJ GLOUCESTER CIT $12,704 $2,529 $15,233.42
CUST. TOTAL ....... 13,704 2,529 16,233.42
81030 COURTNEY INDUSTRIES CORP P O BOX 3416 MD BALTIMORE $4,401 $4,989 $2,691 $1,900 $13,982.31
CUST. TOTAL ....... 4,401 4,989 2,691 1,900 13,982.31
89928 COVENANT COAL FRONTAGE ROAD VA CEDAR BLUFF $45 $45.00
CUST. TOTAL ....... 45 45.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 35
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21801 CRANE & COMPANY PIONEER MILL MA DALTON $2,346 $3,483 $580 $6,411.15
CUST. TOTAL 2,346 3,483 580 6,411.15
58793 CRESCENT INKS INC 1116 E MOUNTAIN STREET NC KERNERSVILLE $200 $200.00
CUST. TOTAL 200 200.00
15095 CRODA INC P O BOX 178 PA MILL HALL $23,893 $1,572 $96 $25,561.65
CUST. TOTAL 23,893 1,572 96 25,561.65
83585 CROMPTON & KNOWLES CORP % COMPUTREX INC KY LEXINGTON $1,067 $1,067.50
25515 CROMPTON & KNOWLES CORP ROUTE 724 PA GIBRALTAR $65 $402 $468.15
CUST. TOTAL 1,133 402 1,535.65
03121 CROSS OIL & REFINING CO END OF EAST 6TH STREET AR SMACKOVER $1,086 $1,086.90
CUST. TOTAL 1,086 1,086.90
64456 CROSSFIELD CHEMICAL CO BROADWAY & INGALLS AVE IL JOLIET $150 $150.00
CUST. TOTAL 150 150.00
05819 CRYSTAL TISSUE P O BOX 13020 KY LEXINGTON $2,692 $884 $1,280 $4,846.72
CUST. TOTAL 2,682 884 1,280 4,846.72
75159 CSSI P O BOX 71 PA SHENANDOAH $1,732 $1,732.50
CUST. TOTAL 1,732 1,732.50
55606 CUMBERLAND FARMS 777 DEDHAM ROAD MA CANTON $245 $30 $275.00
CUST. TOTAL 245 30 275.00
80424 CUSTOCHEM 503 LAFAYETTE GA LAFAYETTE $1,056 $1,056 $2,112.50
CUST. TOTAL 1,056 1,056 2,112.50
83446 CUSTOM CHEMICAL 8707 MILLERGROVE CA SANTA FE SPRIN $519 $519.78
CUST. TOTAL 519 519.78
05710 CUSTOM INTERCHEM INC. 4736 ALLUM ROAD TX HOUSTON $552 $552.91
CUST. TOTAL 552 552.91
50889 CUSTOM PAPERS GROUP 340 MILL STREET MI ROCHESTER $150 $150.50
CUST. TOTAL 150 150.50
64733 CYANAMID OF CANADA 88 MCNABB STREET ON MARKHAM $6,362 $198 $6,560.61
20960 CYANAMID OF CANADA BOX 240 GARNER RD/WELLAN ON NIAGARA FALLS $5,727 $6,295 $11,985 $1,979 $25,988.77
78444 CYANAMID OF CANADA P O BOX 2118 ON NIAGARA FALLS $4,643 $4,194 $4,643 $13,482.00
79499 CYANAMID OF CANADA INTERNATIONAL BILLING ON ON NIAGARA FALLS $465 $465.45
CUST. TOTAL 16,733 10,490 12,184 7,089 46,496.83
28644 CYCLOPS CORPORATION 17400 STATE RT 16 OH COSHOCTON $82 $82.50
CUST. TOTAL 82 82.50
20615 CYRO CANADA INC 8100 DORCHESTER STREET ON NIAGARA FALLS $357 $357.50
CUST. TOTAL 357 357.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 36
S.C.CUST# CUSTOMER ADDRESS ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
51009 CYRO INDUSTRIES $12,280 $29- $29- $210 $12,431.20
13957 CYRO INDUSTRIES PO BOX 591 ME SANFORD $45 45.00
CUST. TOTAL...... 12,280 15 29- 210 12,476.20
83233 D K ENTERPRISES 1930 E MARLTON PIKE E NJ CHERRY HILL $1,330 $1,330.00
CUST. TOTAL...... 1,330 1,330.00
82898 DAIRY FARM PRODUCTS 455 W MONROE ST OH NEW BREMEN $200 $200.00
CUST. TOTAL...... 200 200.00
16909 DANA CORPORATION PO BOX 13459 PA READING $110 $110.00
CUST. TOTAL...... 110 110.00
21193 DANA TRANSPORT PO BOX 370 NJ AVENEL $1,500 $1,500 $1,500 $4,500.00
CUST. TOTAL...... 1,500 1,500 1,500 4,500.00
21130 DANIEL INTERNATIONAL 400 CLAREMONT AVE NJ JERSEY CITY $220 $220.00
CUST. TOTAL...... 220 220.00
03546 DAUBERT CHEMICAL COMPANY 4700 SOUTH CENTRAL AVENU IL CHICAGO $2,430 $82 $2,512.95
CUST. TOTAL...... 2,430 82 2,512.95
07617 DAVID MICHAEL & CO INC 10801 DECATUR ROAD PA PHILADELPHIA $677 $677.50
CUST. TOTAL...... 677 677.50
89123 DAVIDSON INTERIOR TRIM/R 1515 NEWBURGH ROAD MI WESTLAND $27 $110 $137.50
CUST. TOTAL...... 27 110 137.50
68296 DAVIDSON INTERIOR/TEXTR PO BOX 1504 NH DOVER $220 $220.00
CUST. TOTAL...... 220 220.00
21300 DAVIDSON RUBBER COMPANY INDUSTRIAL PARK NH DOVER $125 $125.50
26355 DAVIDSON RUBBER COMPANY ROUTE 11 NH FARMINGTON $27 $165 $75- $117.50
CUST. TOTAL...... 27 165 50 243.00
06333 DAVOLIN PAINT 700 ALLSTON WAY CA BERKELEY $137 $137.50
CUST. TOTAL...... 137 137.50
52104 DAY-GLO COLOR 4515 ST CLAIR AVENUE OH CLEVELAND $302 $302.50
CUST. TOTAL...... 302 302.50
89531 DE GUSSA CORP 1515 REIDEL DRIVE IL MUNDELEIN $82 $82.50
78485 DE GUSSA CORP PO BOX 1259 NJ SOMERVILLE $5,207 $4,914 $1,400 $11,521.00
CUST. TOTAL...... 5,289 4,914 1,400 11,603.50
05111 DEFENSE ACCOUNTING OFFICE TRANSPORTATION PAYMENT C VA NORFOLK $41,288 $44,991 $20,650 $42,391 $149,322.36
CUST. TOTAL...... 41,288 44,991 20,650 42,391 149,322.36
54724 DEFT INC 411 EAST KEYSTONE OH ALLIANCE $75- $75.00-
CUST. TOTAL...... 75- 75.00-
18063 DELCO ELECTRONICS CORP 1555 LYELL AVENUE NY ROCHESTER $443 $443.00
CUST. TOTAL...... 443 443.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 37
S.C.CUST# CUSTOMER ADDRESS ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
90191 DELTA AIR INCORPORATED NEWARK INT'L AIRPORT NJ NEWARK $735 $735.00
CUST. TOTAL...... 735 735.00
05675 DELTA CORRUGATED W. RUBY AVENUE NJ PALISADES PARK $55 $55.00
CUST. TOTAL...... 55 55.00
10309 DELTA DISTRIBUTORS INC. PO BOX 359 LA SAINT GABRIEL $1,030 $893 $1,923.90
CUST. TOTAL...... 1,030 893 1,923.90
06232 DELTA INDUSTRIAL COATING 5700 COMMANDER DRIVE TN ARLINGTON $27 $27.50
CUST. TOTAL...... 27 27.50
16361 DELTA LABORATORIES PO BOX 2258 FL OCALA $45 $45.00
CUST. TOTAL...... 45 45.00
78183 DELTA PETROLEUM PRODUCTS PO BOX 1133 LA SAINT ROSE $660 $192 $91 $943.50
CUST. TOTAL...... 660 192 91 943.50
22120 DELTA SOLVENTS & CHEM CO 610 FISHER ROAD TX LONGVIEW $1,567 $1,507 $3,075.00
CUST. TOTAL...... 1,567 1,507 3,075.00
71918 DELTECH CORP PO BOX 97875 LA BATON ROUGE $61,725 $37,932 $4,166 $2,471 $108,295.40
CUST. TOTAL...... 61,725 37,932 4,166 2,471 108,295.40
52649 DEMENNO KERDOON 2100 N ALAMEDA STREET CA COMPTON $210- $210.00-
CUST. TOTAL...... 210- 210.00-
76789 DENA CORP 850 NICHOLAS BLVD IL ELK GROVE VLG $55 $55.00
CUST. TOTAL...... 55 55.00
79647 DENALT CHEMICALS 8620 PASCAL GAGNON PQ ST. LEONARD $88 $88.81
CUST. TOTAL...... 88 88.81
23743 DENCO INDUSTRIES PO BOX 73563 TX HOUSTON $150 $150.46
CUST. TOTAL...... 150 150.46
04722 DENNIS CHEMICAL 2700 PAPIN STREET MO SAINT LOUIS $55 $55.00
CUST. TOTAL...... 55 55.00
26905 DEPT OF ENVIRONMENTAL 5000 OVERLOOK AVENUE DC WASHINGTON $137 $137.50
CUST. TOTAL...... 137 137.50
83033 DERIVADOS TX LAREDO $540 $540.00
CUST. TOTAL...... 540 540.00
86117 DESIGN TIME INC PO BOX 2027 IN ELKHART $92 $92.00
CUST. TOTAL...... 92 92.00
26965 DETREX CHEMICAL IND STATE ROAD/PO BOX 623 OH ASHTABULA $1,695 $1,695.31
CUST. TOTAL...... 1,695 1,695.31
90049 DEUTSCH CO 700 S HATHAWAY CA BANNING $1,306 $1,306.40
CUST. TOTAL...... 1,306 1,306.40
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 38
S.C.CUST# CUSTOMER ADDRESS ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
05716 DEXTER CORPORATION EAST WATER STREET IL WAUKEGAN $681 $681.75
70571 DEXTER CORPORATION 1205 AVE H EAST TX GRAND PRAIRIE $875 $875.00
CUST. TOTAL...... 681 875 1,556.75
87436 DEXTER ELECTRONIC MATERI 15051 E DON JULIAN ROAD CA CITY OF INDUST $683 $683.60
CUST. TOTAL...... 683 683.60
58691 DEXTRAN PRODUCTS 421 COMSTOCK ROAD ON SCARBOROUGH $64- $64.20-
CUST. TOTAL...... 64- 64.20-
77658 DIAL CORPORATION JC DRIVE VALMONT IND PAR PA WEST HAZLETON $1,927 $997 $2,925.00
CUST. TOTAL...... 1,927 997 2,925.00
68163 DICEY MILLS INC NEISLER STREET NC SHELBY $50 $50.00
CUST. TOTAL...... 50 50.00
02224 DICKLER CHEMICAL INC 4201 TORRESDALE AVENUE PA PHILADELPHIA $55 $55.00
CUST. TOTAL...... 55 55.00
90144 DIRECTOR, DFAS INDIANAPOL ATTN: DFAS-IN-T IN INDIANAPOLIS $6,742 $6,742.00
CUST. TOTAL...... 6,742 6,742.00
68258 DISPOSAL SYSTEMS INC PO BOX 1914 TX DEER PARK $955 $955.96
CUST. TOTAL...... 955 955.96
23240 DISTILLATION PRODUCTS IN PO BOX 1910 NY ROCHESTER $55 $55.00
CUST. TOTAL...... 55 55.00
90320 DIVERSEY CORPORATION 1846 MONTREAL RD/BOX 45 GA TUCKER $475 $475.00
07627 DIVERSEY CORPORATION 1532 BIDDLE AVENUE MI WYANDOTTE $412 $1,237 $1,650.00
CUST. TOTAL...... 412 1,712 2,125.00
85771 DIVERSEY FABRILIFE CORP C/O CAMCO CHEMICAL CA CITY OF INDUST $27 $27.50
CUST. TOTAL...... 27 27.50
86621 DIVERSIFIED CHEMICAL PRO 2131 PLEASANT HILL RD GA DULUTH $8,210 $8,210.00
89178 DIVERSIFIED CHEMICAL PRO 361 INDUSTRIAL PARK DR GA LAWRENCEVILLE $68 $68.75
CUST. TOTAL...... 68 8,210 8,278.75
83423 DIVEX 123 LAWAND DR SC COLUMBIA $21,319 $21,319.00
CUST. TOTAL...... 21,319 21,319.00
67209 DIXIANA MILL PO BOX 1248 SC DILLON $45 $45.00
CUST. TOTAL...... 45 45.00
55868 DOBER CHEMICAL CORP 14461 S. WAVERLY AVE IL MIDLOTHIAN $27 $27.50
CUST. TOTAL...... 27 27.50
23500 DOCK RESINS CORP 1512 W ELIZABETH AVE NJ LINDEN $27 $137 $165.00
CUST. TOTAL...... 27 137 165.00
23790 DOFASCO INC 1330 BURLINGTON STREET ON HAMILTON $162 $1,393 $42 $890 $2,488.72
CUST. TOTAL...... 162 1,393 42 890 2,488.72
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 39
S.C.CUST# CUSTOMER ADDRESS ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
88599 DOMFER METALS 6090 NEWMAN PQ LA SALLE $64 $64.20
CUST. TOTAL...... 64 64.20
04594 DOMINION COLOR COMPANY 455 FINLEY AVENUE ON AJAX $1,324 $1,324.66
CUST. TOTAL...... 1,324 1,324.66
01972 DOMINION FOAM CORPORATIO 8785 BOUL LANGELLIER BLV PQ MONTREAL $2,977 $2,977.50
CUST. TOTAL...... 2,977 2,977.50
11953 DOMINO SUGAR CORPORATION PO BOX 838 MD BALTIMORE $55 $2,608 $2,663.48
03430 DOMINO SUGAR CORPORATION 49 SOUTH 2ND ST NY BROOKLYN $82 $82.50
68503 DOMINO SUGAR CORPORATION 1114 6TH AVENUE FLOOR 24 NY NEW YORK $247 $1,990 $2,238.00
CUST. TOTAL...... 247 55 4,681 4,983.98
81755 DOMTAR GYPSUM 1101 S FRONT STREET NJ CAMDEN $55 $55.00
CUST. TOTAL...... 55 55.00
83704 DORAN TEXTILES INC C/O J&C DYEING CORP NC SHELBY $459 $459- $.00
CUST. TOTAL...... 459 459- .00
10365 DOUBLE EAGLE STEEL CTG C 3000 MILLER ROAD MI DEARBORN $8,802 $2,388 $1,333 $1,761 $14,285.70
CUST. TOTAL...... 8,802 2,388 1,333 1,761 14,285.70
65478 DOUBLE ENVELOPE CO 7702 PLANTATION ROAD VA ROANOKE $55 $55.00
CUST. TOTAL...... 55 55.00
85233 DOVE AVIATION INC 650 DANBURY ROAD CT DANBURY $2,191 $2,191.00
85232 DOVE AVIATION INC 650 DANBURY ROAD CT RIDGEFIELD $636 $4,091 $3,855 $8,582.10
CUST. TOTAL...... 2,827 4,091 3,855 10,773.10
04383 DOW CHEMICAL CANADA 4445 MARIE VICTORIN PQ VARENNES $152 $152.00
86408 DOW CHEMICAL CANADA C/O VAN WATERS & ROGERS MB WINNIPEG $90 $90.00
66788 DOW CHEMICAL CANADA C/O BOISE CASCADE CANADA ON FORT FRANCES $45 $45.00
23960 DOW CHEMICAL CANADA PO BOX 3030/SOUTH VIDAL ON SARNIA $85,748 $48,311 $21 $134,081.06
64061 DOW CHEMICAL CANADA PO BOX 3030/SOUTH VIDAL ON SARNIA $7,487 $507 $4,243 $12,238.73
72210 DOW CHEMICAL CANADA 67 GREEN LANE WESTSIDE ON THORNHILL $27 $1,379 $1,407.38
CUST. TOTAL...... 93,353 49,015 4,265 1,379 148,014.17
11679 DOW CHEMICAL COMPANY CA PITTSBURG $60 $1,931 $1,991.52
23320 DOW CHEMICAL COMPANY ALLYNS POINT DIVISION CT GALES FERRY $1,460 $4,479 $5,939.04
27705 DOW CHEMICAL COMPANY 1468 PROSSER DRIVE, SE GA DALTON $8,289 $240 $8,529.38
09195 DOW CHEMICAL COMPANY PO BOX 368 IL JOLIET $270 $405 $45 $720.00
65107 DOW CHEMICAL COMPANY PO BOX 150 LA PLAQUEMINE $130 $130.00
69669 DOW CHEMICAL COMPANY PO BOX 500 LA PLAQUEMINE $6,485 $45 $2,914 $1,936 $11,380.82
11904 DOW CHEMICAL COMPANY SOUTH MADISON STREET MI LUDINGTON $485 $485.00
24000 DOW CHEMICAL COMPANY PO BOX 2559 MI MIDLAND $57,953 $11,089 $2,590 $673- $70,960.38
79935 DOW CHEMICAL COMPANY PO BOX 1726 MI MIDLAND $120- $120.00-
83413 DOW CHEMICAL COMPANY 2020 BLDG MI MIDLAND $17,746 $17,746.00
83890 DOW CHEMICAL COMPANY PO BOX 1726 MI MIDLAND $12,455 $12,939 $9,315 $34,709.88
89563 DOW CHEMICAL COMPANY 1000 MIDLANTIC DRIVE NJ MOUNT LAUREL $675 $675.00
51018 DOW CHEMICAL COMPANY 1400 NORTON ROAD OH COLUMBUS $2,855 $1,270 $1,315 $5,440.00
24250 DOW CHEMICAL COMPANY PO DRAWER K TX FREEPORT $49,107 $3,400 $90 $52,597.29
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 40
S.C.CUST# CUSTOMER ADDRESS ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24300 DOW CHEMICAL COMPANY 2301 BRAZOS PORT BLVD. TX FREEPORT $11,893 $45 $402 $1,333 $13,673.54
24470 DOW CHEMICAL COMPANY INBOUND ACCOUNTS PAYABLE TX FREEPORT $93,683 $7,888 $11,196 $2,309 $115,077.52
85838 DOW CHEMICAL COMPANY TX LAREDO $560 $560.00
CUST. TOTAL...... 263,432 41,802 19,138 16,121 340,495.37
83615 DOW CHEMICAL USA PO BOX 182390 OH COLUMBUS $1,176,277 $100,453 $14,337 $2,085 $1,293,154.28
87784 DOW CHEMICAL USA PO BOX 182390 OH COLUMBUS $47,806 $8,596 $1,796 $490 $58,690.02
CUST. TOTAL...... 1,224,083 109,049 16,134 2,576 1,351,844.30
86251 DOW CORNING CORP./INTRA INTERNATIONAL BILLING ON MI BURTON, GE $550 $550.00
CUST. TOTAL...... 550 550.00
00299 DOW CORNING CORPORATION 760 HODGENVILLE ROAD KY ELIZABETHTOWN $1,523 $1,523.20
24490 DOW CORNING CORPORATION PO BOX 195000 MI BURTON $15,518 $12,168 $8,712- $18,975.12
28115 DOW CORNING CORPORATION 1635 NORTH GLEANER RD MI HEMLOCK $522 $522.00
56578 DOW CORNING CORPORATION 12334 GEDDES ROAD MI HEMLOCK $5,052 $5,052.13
24110 DOW CORNING CORPORATION PO BOX 0998 MI MIDLAND $10,790 $185 $277 $11,233.10
23740 DOW CORNING CORPORATION 2914 PATERSON ST NC GREENSBORO $4,390 $4,390.13
CUST. TOTAL...... 37,796 12,168 8,547- 277 41,695.68
81047 DOW ELANCO KRISTINE JOST IN INDIANAPOLIS $55- $55.00-
CUST. TOTAL...... 55- 55.00-
58216 DOW INTERNATIONAL/DOMEST INTERNATIONAL BILLING ON TX LAKE JACKSON $5,490 $600 $5,594 $11,684.00
CUST. TOTAL...... 5,490 600 5,594 11,684.00
90156 DOW NORTH AMERICA 2040 DOW CENTER MI MIDLAND $2,075 $2,075.32
CUST. TOTAL...... 2,075 2,075.32
86269 DOW USA PO BOX 2084 MI MIDLAND $8,971 $800 $325 $2,277 $12,373.70
CUST. TOTAL...... 8,971 800 325 2,277 12,373.70
05873 DOW USA EASTERN DIVISION PO BOX 182390 OH COLUMBUS $45 $45.00
CUST. TOTAL...... 45 45.00
83418 DOW USA LOUISIANA DIVISI PO BOX 182390 OH COLUMBUS $140- $140.00-
CUST. TOTAL...... 140- 140.00-
83607 DOW USA MICHIGAN DIVISIO PO BOX 182390 OH COLUMBUS $142- $142.60-
CUST. TOTAL...... 142- 142.60-
77331 DOWBRANDS INC PO BOX 68511 IN INDIANAPOLIS $6,313 $58 $6,372.66
CUST. TOTAL...... 6,313 58 6,372.66
82283 DOWELANCO 934 BLDG MI MIDLAND $225 $225.00
CUST. TOTAL...... 225 225.00
86164 DOWELANCO/MICHIGAN DIVIS PO BOX 182390 OH COLUMBUS $46,591 $8,873 $55,464.88
CUST. TOTAL...... 46,591 8,873 55,464.88
54303 DOWELL SCHLUMBERGER INC US 131 & THOMAS ROAD MI KALKASKA $3,535- $3,535.75-
26271 DOWELL SCHLUMBERGER INC 6717 SOUTH 61ST WEST AVE OK TULSA $3,677 $282 $3,960.10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 41
S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
83426 DOWELL SCHLUMBERGER INC 5155 W CARDINAL DR TX BEAUMONT $60 $60.00
82930 DOWELL SCHLUMBERGER INC 801 STANDARD STREET TX LONGVIEW $160 $160.00
CUST. TOTAL...... 3,677 3,033- 644.35
55205 DOWN RIVER 3271 FRANKLINTON RD GA MACON $805 $805.00
CUST. TOTAL...... 805 805.00
12054 DREW CHEMICAL COMPANY ONE DREW CHEMICAL PLAZA NJ BOONTON $603 $4,928 $5,531.80
CUST. TOTAL...... 603 4,928 5,531.80
01569 DREXEL CHEMICAL COMPANY MS TUNICA $3,865 $3,865.40
15300 DREXEL CHEMICAL COMPANY PO BOX 9306 TN MEMPHIS $1,441 $40 $634 $2,115.80
CUST. TOTAL...... 5,306 40 634 5,981.20
54082 DRYDEN OIL COMPANY 692 MILLBURY STREET MA WORCESTER $2,081 $140 $2,221.76
CUST. TOTAL...... 2,081 140 2,221.76
24476 DSM CHEMICALS 1 COLUMBIA NITROGEN ROAD GA AUGUSTA $790 $790.00
CUST. TOTAL...... 790 790.00
24500 DUBOIS CHEMICALS INC 3630 EAST KEMPER ROAD OH SHARONVILLE $55 $55 $110.00
CUST. TOTAL...... 55 55 110.00
59629 DUBROOK PO BOX 220746 VA CHANTILLY $1,096 $1,096.00
CUST. TOTAL...... 1,096 1,096.00
78848 DUCK BACK PRODUCTS PO BOX 980 CA CHICO $3,186 $3,186.25
78852 DUCK BACK PRODUCTS 2644 HEGAN LANE CA CHICO $6,572 $6,572.50
CUST. TOTAL...... 9,758 9,758.75
C 87203 DUNCOR ENTERPRISES INC 76 JAMES STREET ON BARRIE $7,294 $7,294.94
CUST. TOTAL...... 7,294 7,294.94
12140 DUPONT OF CANADA LTD ST. CLAIRE RIVERSITE ON CORUNNA $1,548 $1,803 $321 $3,672.97
00469 DUPONT OF CANADA LTD PO BOX 2200 STREETSVILL ON MISSISSAUGA $220,549 $38,108 $12,334 $17,350 $288,342.73
CUST. TOTAL...... 222,098 39,911 12,655 17,350 292,015.70
28685 DURAL PRODUCTS 555 MARSHALL AVENUE PQ DORVAL $.00
CUST. TOTAL...... .00
09281 DURON PAINT INC 10406 TUCKER STREET MD BELTSVILLE $125 $125.00
CUST. TOTAL...... 125 125.00
80110 DUTCH CHEMICALS 44 CLAYSON ROAD ON WESTON $27 $27.50
CUST. TOTAL...... 27 27.50
06205 DYNA TECH ADHESIVES INC COUNTRY CLUB ROAD WV GRAFTON $27,264 $156 $27,420.20
CUST. TOTAL...... 27,264 156 27,420.20
76753 DYNAGEN INC 2000 E POOL RD TX ODESSA $50 $50- $.00
CUST. TOTAL...... 50 50- .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FMR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 42
S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
74053 E DAVIS 7 TURNER PLACE NJ PISCATAWAY $55 $55.00
CUST. TOTAL...... 55 55.00
61583 E F HOUGHTON & COMPANY PO BOX 67 MO SAINT LOUIS $2,568 $646 $3,214.81
10753 E F HOUGHTON & COMPANY MADISON & VAN BUREN AVES PA VALLEY FORGE $412 $330 $5,433 $6,176.14
CUST. TOTAL...... 2,981 330 6,079 9,390.95
08056 E I DUPONT PO BOX 625 AL AXIS $540 $540.00
55075 E I DUPONT PO BOX 8964 DE WILMINGTON $306,943 $172,324 $51,685 $12,326 $543,280.09
56579 E I DUPONT 1007 MARKET STREET DE WILMINGTON $15,097 $15,097.50
66073 E I DUPONT 1007 MARKET STREET DE WILMINGTON $1,000 $2,000 $4,000 $7,000.00
85286 E I DUPONT INTERNATIONAL BILLING ON DE WILMINGTON $1,303 $88 $4,495 $5,886.50
85659 E I DUPONT 1007 MARKET STREET DE WILMINGTON $13,520 $14,560 $28,080.00
25030 E I DUPONT HC 66-400 HARRIS RD. KY WURTLAND $65 $65.00
55447 E I DUPONT MI MOUNT CLEMENS $100 $100.00
12340 E I DUPONT CHAMBERS WORKS NJ DEEPWATER $2,354 $709 $56 $3,118.50
25080 E I DUPONT NORTH REPAUND AVE. NJ GIBBSTOWN $302 $896 $1,198.00
07731 E I DUPONT OH MIAMI FORT $388 $388.50
05002 E I DUPONT EMIG & BUSSER ROADS PA EMIGSVILLE $27 $27.50
63426 E I DUPONT PO BOX 286/ACCTS PAYABL TX BEAUMONT $1,899 $1,886 $3,785.16
25240 E I DUPONT PO BOX 635* WV BELLE $3,366 $3,366.00
14493 E I DUPONT FMI PO BOX 8964 DE WILMINGTON $1,706,939 $460,926 $4,178 $16,669 $2,188,715.09
CUST. TOTAL...... 2,048,184 651,948 62,715 37,798 2,800,647.84
72709 ENSR OPERATIONS 1700 GATEWAY BLVD OH CANTON $2,423 $2,423.00
CUST. TOTAL...... 2,423 2,423.00
54117 ER CARPENTER COMPANY IN 2611 N GENERAL BRUCE DRI TX TEMPLE $27- $27.50-
CUST. TOTAL...... 27- 27.50-
20954 EASTECH CHEMICAL INC 5700 TACONY STREET PA PHILADELPHIA $831 $2,388 $200 $3,419.00
CUST. TOTAL...... 831 2,388 200 3,419.00
79581 EASTERN CONSOLIDATED UTI 7785 SPRING CREEK RD. PA MACUNGIE $2,080 $2,080.60
CUST. TOTAL...... 2,080 2,080.60
89287 EASTMAN CHEMICAL PO BOX 219 TX CONROE $220 $220.00
CUST. TOTAL...... 220 220.00
80638 EASTMAN CHEMICAL COMPANY PO BOX 1990/157 E MAIN TN KINGSPORT $5,715 $260 $677 $6,652.50
81470 EASTMAN CHEMICAL COMPANY PO BOX 511 TN KINGSPORT $20,595 $1,030 $21,625.77
CUST. TOTAL...... 26,310 260 1,707 28,278.27
25910 EASTMAN KODAK COMPANY PO BOX 92704 NY ROCHESTER $29,681 $29,681.45
CUST. TOTAL...... 29,681 29,681.45
61182 ECCLESTONE INDUSTRIAL CH 21701 HOOVER RD MI WARREN $753 $140 $893.00
CUST. TOTAL...... 753 140 893.00
74611 ECHOLAB INC 255 BLAIR RD NJ AVENEL $516 $516.50
CUST. TOTAL...... 516 516.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 43
S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
75645 ECOLAB INC 5075 TOMKEN AVENUE ON MISSISSAUGA $4,827 $4,827.84
CUST. TOTAL...... 4,827 4,827.84
88059 ECOLOCHEM INC 73 RUMSEY ROAD CT EAST HARTFORD $157 $157.56
CUST. TOTAL...... 157 157.56
29875 ECONOMICS LABORATORY INC 255 BLAIR ROAD NJ AVENEL $82 $82.50
29885 ECONOMICS LABORATORY INC 2305 SHERWIN STREET TX GARLAND $27 $27.50
CUST. TOTAL...... 110 110.00
57079 EDDIE MERCER INC LINGANORE RD MO FREDERICK $150 $150.00
CUST. TOTAL...... 150 150.00
60540 EDWARDS HIGH VACUUM 2175 MILITARY ROAD NY TONAWANDA $1,285 $1,285.00
CUST. TOTAL...... 1,285 1,285.00
86161 EKA NOBEL INC 2622 NASHVILLE FERRY RD MS COLUMBUS 9,419 $9,419.00
86894 EKA NOBEL INC 69 SOUTH MS COLUMBUS 4,774 $4,774.00
CUST. TOTAL...... 14,193 14,193.00
70153 EL PASO REFINING PO BOX 9579 TX EL PASO $140 $140.00
CUST. TOTAL...... 140 140.00
13140 ELF ATOCHEM HIGHWAY 43 NORTH AL AXIS $467 $110 $433 $1,011.25
51650 ELF ATOCHEM 2316 HIGHLAND AVENUE KY CARROLLTON $21,135 $5,324 $144 $26,603.85
82103 ELF ATOCHEM 17168 WEST JEFFERSON MI RIVERVIEW $3,003 $3,003.75
89036 ELF ATOCHEM 17168 WEST JEFFERSON AVE MI RIVERVIEW $3,585 $3,585.42
75485 ELF ATOCHEM PO BOX 2287 NJ RAHWAY $10,807 $1,333 $1,502 $13,642.00
86400 ELF ATOCHEM PO BOX 188 NY GENESEO $3,626 $380 $4,006.50
23058 ELF ATOCHEM 421 LONDEN ROAD OH DELAWARE $4,589 $4,589.31
58913 ELF ATOCHEM 700 3RD LINE ON OAKVILLE $364 $498 $1,590 $2,452.00
26312 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $77,038 $47,680 $19,644 $27,519 $171,882.41
62400 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $3,531 $190 $1,195 $95 $5,011.00
74194 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $41,719 $3,261 $1,680 $46,661.60
74198 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $5,656 $485 $6,141.88
74672 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $2,608 $858 $3,466.50
78878 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $24,010 $8,511 $620 $1,030- $32,111.30
78896 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $1,536 $560 $650 $2,746.70
80328 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $1,375 $1,382 $182 $2,939.50
81660 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $19,439 $19,439.20
89149 ELF ATOCHEM 3 PARKWAY PLAZA PA PHILADELPHIA $3,438 $1,139 $4,577.90
04633 ELF ATOCHEM PO BOX 1427 TX BEAUMONT $1,400 $1,400.00
00155 ELF ATOCHEM 2231 HADEN ROAD TX HOUSTON $5,094 $420 $163 $5,677.50
CUST. TOTAL...... 217,737 82,616 24,991 35,603 360,949.57
81674 ELI LILLY & COMPANY INC PO BOX 818019 OH CLEVELAND $852 $852.50
CUST. TOTAL...... 852 852.50
08583 ELIZABETHTOWN WATER CO PO BOX 102 NJ SOUND BROOK $26 $26.00
CUST. TOTAL...... 26 26.00
05049 ELKEM METALS COMPANY PO BOX 266 PA PITTSBURGH $1,475 $1,475.00
CUST. TOTAL...... 1,475 1,475.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 44
S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
90041 ELLIOTT BROTHERS STEEL C STATE ROUTE 168 PA NEW CASTLE $2,302 $2,302.40
CUST. TOTAL...... 2,302 2,302.40
89694 EMBALLAGE ST JEAN 3050 ST MICHEL PQ SAINT JEAN $64 $64.20
CUST. TOTAL...... 64 64.20
89151 EMERY WORLDWIDE INDIANAPOLIS INTL IN INDIANAPOLIS $45 $45.00
AIRPORT
CUST. TOTAL...... 45 45.00
80551 EML ENTERPRISES 4243 NORTH RIVER ROAD LA PORT ALLEN $110 $82 $192.50
CUST. TOTAL...... 110 82 192.50
06839 EMPAK INCORPORATED 2759 BATTLEGROUND ROAD TX DEER PARK $110 $330 $1,090 $1,530.00
88481 EMPAK INCORPORATED 2759 BATTLEGROUND ROAD TX DEER PARK $420 $420.00
CUST. TOTAL...... 110 330 1,510 1,950.00
50301 EMPIRE MARBLE 195 RIVER STREET NJ PATERSON $82 $82.50
CUST. TOTAL...... 82 82.50
62559 EMS AMERICAN GRILON AND CORPORATE WAY SC SUMTER $75 $75.00
CUST. TOTAL...... 75 75.00
24773 ENGELHARD CORPORATION 3400 BANK STREET NY LOUISVILLE $27 $27.50
23421 ENGELHARD CORPORATION 120 PINE STREET OH ELYRIA $250 $250.00
CUST. TOTAL...... 27 250 277.50
50874 ENSCO INC. PO BOX 1957 AR EL DORADO $2,474 $2,474.00
CUST. TOTAL...... 2,474 2,474.00
87383 ENSI 194 AVE L NJ NEWARK $130 $130.00
CUST. TOTAL...... 130 130.00
73171 ENSING PRODUCTS 3528 E 76TH STREET OH CLEVELAND $385 $385.00
CUST. TOTAL...... 385 385.00
84737 ENSOLITE INC. 312 N HILL STREET IN MISHAWAKA $110 $110.00
CUST. TOTAL...... 110 110.00
82429 ENTROPEX 1390 LOUGAR ON SARNIA $659 $659.66
CUST. TOTAL...... 659 659.66
C 87498 ENVIRODYNE CORPORATION % KLS LOGISTICS SUITE 3 CA PLEASANTON $308 $9,840 $10,148.30
CUST. TOTAL...... 308 9,840 10,148.30
76869 ENVIRODYNE SYSTEMS 2840 A HOWE ROAD CA MARTINEZ $192 $192.50
CUST. TOTAL...... 192 192.50
88902 ENVIRONMENTAL PRODS & SE 5140 PAXTON ST PA HARRISBURG $4,680 $4,680.00
CUST. TOTAL...... 4,680 4,680.00
84884 ENVIRONMENTAL PRODUCTS & PO BOX 676 NY BUFFALO $3,750 $3,750.00
CUST. TOTAL...... 3,750 3,750.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 45
S.C.CUST# CUSTOMER ADDRESS ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
89482 ENVIRONMENTAL WASTE CONT 27140 PRINCETON AVE MI INKSTER $48 $168 $216.00
CUST. TOTAL...... 48 168 216.00
89525 ERGON REFINING INC PO BOX 309 MS VICKSBURG $2,162 $2,162.60
CUST. TOTAL...... 2,162 2,162.60
75320 ERIE COKE CORPORATION BOX 6180 PA ERIE $137 $1,862 $2,000.00
CUST. TOTAL...... 137 1,862 2,000.00
64693 ERVIN KAHLER IND 225 SOUTH MAPLE STREET IL MORTON $160 $160.00
CUST. TOTAL...... 160 160.00
74828 ESSEX GROUP US 30 WEST & 600 EAST IN COLUMBIA CITY $137 $27 $165.00
CUST. TOTAL...... 137 27 165.00
82238 ESSEX SPECIALTY COMPANY 1135 BROAD STREET NJ CLIFTON $9,211 $9,211.00
CUST. TOTAL...... 9,211 9,211.00
06964 ESSO CHEMICAL CANADA PO BOX 3033 ON SARNIA $119 $119.50
54461 ESSO CHEMICAL CANADA 4711 YONGE STREET ON TORONTO $8,469 $2,027 $10,496.64
CUST. TOTAL...... 8,588 2,027 10,616.14
63293 ESSO PETROLEUM CANADA CRISTINA ST/PO BOX 3022 ON SARNIA $2,805 $2,805.60
55563 ESSO PETROLEUM CANADA 55 ST CLAIR AVE WEST ON TORONTO $2,898 $5,869 $8,767.68
CUST. TOTAL...... 2,805 2,898 5,869 11,573.28
15676 ESSROC MATERIALS INC PO BOX D MO FREDERICK $1,843 $1,843.79
56330 ESSROC MATERIALS INC PO BOX 32 PA NAZARETH $12,671 $1,747 $14,418.87
CUST. TOTAL...... 12,671 3,591 16,262.66
87931 ETHICHEM CORP TECHNICAL OIL PRODUCT PA EASTON $82 $82.50
CUST. TOTAL...... 82 82.50
06586 ETHYL CANADA INC 220 ST CLAIR PARKWAY ON CORUNNA $162 $5,347 $5,509.90
CUST. TOTAL...... 162 5,347 5,509.90
17157 ETHYL CORPORATION PO BOX 1890 AR MAGNOLIA $4,632 $41 $232 $4,905.25
09091 ETHYL CORPORATION 451 FLORIDA BLVD LA BATON ROUGE $96 $40 $82 $218.75
86429 ETHYL CORPORATION 451 FLORIDA BLVD LA BATON ROUGE $27 $27.50
06291 ETHYL CORPORATION PO BOX 67 MO SAINT LOUIS $54,187 $12,623 $93- $658 $67,376.11
28470 ETHYL CORPORATION VENDOR 17169-139 BOX 102 SC ORANGEBURG $4,418 $930 $5,348.75
28480 ETHYL CORPORATION PO BOX 472 TX PASADENA $32,199 $4,248 $955 $499 $37,902.35
87530 ETHYL CORPORATION 330 SOUTH 4TH ST VA RICHMOND $13,187 $13,187.85
CUST. TOTAL...... 108,749 17,883 861 1,472 128,966.56
29955 ETHYL PETROLEUM ADDITIVE ATTN: KATRICE FAULKNER IL SAUGET $8,330 $5,911 $295 $14,536.75
26600 ETHYL PETROLEUM ADDITIVE 20 SOUTH 4TH STREET MO SAINT LOUIS $1,877 $1,877.66
67769 ETHYL PETROLEUM ADDITIVE 20 S 4TH STREET MO SAINT LOUIS $1,870 $1,870.00
88788 ETHYL PETROLEUM ADDITIVE PO BOX 67 MO SAINT LOUIS $10,464 $3,838 $14,302.84
CUST. TOTAL...... 18,794 9,750 4,042 32,587.25
53449 EUCLID CHEMICAL COMPANY BLDG 25B-SUITE 4C NJ E. BRUNSWICK $860 $860.14
CUST. TOTAL...... 860 860.14
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 46
S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
79079 EURO GULF INC % CARE SHIPPING INC TX HOUSTON $2,770 $2,770.04
CUST. TOTAL...... 2,770 2,770.04
75435 EVANS ADHESIVES CORP 925 OLD HENDERSON RD OH COLUMBUS $80 $80.00
CUST. TOTAL...... 80 80.00
10074 EVANS CHEMETICS DIV OF HAMPSHIRE CHEMICA NY WATERLOO $27 $110 $137.50
28530 EVANS CHEMETICS DIV OF HAMPSHIRE CHEMICA NY WATERLOO $4,628 $4,628.59
CUST. TOTAL....... 4,656 110 4,766.09
11171 EVANS COOPERAGE CO INC 1255 PETERS RD LA HARVEY $41- $41.25-
16945 EVANS COOPERAGE CO INC 10521 SHELDON ROAD TX HOUSTON $2,145 $2,145.00
CUST. TOTAL....... 41- 2,145 2,103.75
04957 EVERETT V MOSER 2222-B OLD NATIONAL PIKE MD MIDDLETOWN $131- $131.84-
CUST. TOTAL....... 131- 131.84-
75527 EVERGREEN OIL CO 6880 SMITH AVENUE CA NEWARK $693 $42 $735.00
CUST. TOTAL....... 693 42 735.00
65613 EXCEL OF TENNESSEE INC 2200 HELTON DR TN LAWRENCEBURG $82 $82.50
CUST. TOTAL....... 82 82.50
87102 EXCEL TSD INC 552 RIVERGATE ROAD TN MEMPHIS $7,867 $11,025 $396 $3,825 $23,113.32
CUST. TOTAL....... 7,867 11,025 396 3,825 23,113.32
86669 EXPERT FREIGHT INC OF GA 2440 SANDY PLAINS RD GA MARIETTA $1,768 $1,768.22
CUST. TOTAL....... 1,768 1,768.22
89661 EXPRESS CONTAINER SERVIC 809 CHATAGUA VA PORTSMOUTH $211 $211.50
CUST. TOTAL....... $211 $211.50
01309 EXXON CHEMICAL AMERICAS 4999 SCENIC HWY* LA BATON ROUGE $4,160 $345 $1,123 $322 $5,951.50
27990 EXXON CHEMICAL AMERICAS P O BOX 216 NJ LINDEN $9,174 $17,883 $27,058.00
27820 EXXON CHEMICAL AMERICAS P O BOX 4004* TX BAYTOWN $136 $948 $1,084.00
10101 EXXON CHEMICAL AMERICAS P O BOX 4259 TX HOUSTON $1,602 $137 $2,405 $4,146.26
27890 EXXON CHEMICAL AMERICAS P O BOX 4259 TX HOUSTON $1,593 $2,340 $334 $2,030- $2,237.30
75564 EXXON CHEMICAL AMERICAS P O BOX 4321 TX HOUSTON $534 $534.00
80405 EXXON CHEMICAL AMERICAS P O BOX 4259 TX HOUSTON $220 $220.00
57483 EXXON CHEMICAL AMERICAS 13330 HATCHERVILLE RD TX MONT BELVIEU $13,393 $13,393.86
CUST. TOTAL........ 30,060 21,654 1,457 1,451 54,624.92
84361 EXXON CHEMICAL COMPANY P O BOX 23 NJ LINDEN $3,000 $3,000 $6,000.00
78839 EXXON CHEMICAL COMPANY C/O CASS LOGISTICS OH COLUMBUS $4,626 $1,598 159- $6,064.68
31440 EXXON CHEMICAL COMPANY 8230 STEDMAN ST TX HOUSTON $2,186 $960 $808 $660 $4,615.15
CUST. TOTAL....... 9,813 3,960 2,406 500 16,679.83
20176 EXXON CHEMICAL TRADING I P O BOX 264 NJ FLORHAM PARK $52 $52.00
CUST. TOTAL....... 52 52.00
27810 EXXON COMPANY U S A P O BOX 551 LA BATON ROUGE $2,243 $1,494 $3,737.50
05676 EXXON COMPANY U S A 1 AVENUE J NJ BAYONNE $67 $2,094 $247 $165 $2,574.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 47
S.C. CUST # C U S T O M E R A D D R E S S ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15731 EXXON COMPANY U S A 1445 GREENLEAF STREET SC CHARLESTON $22 $22.50
06450 EXXON COMPANY U S A P O BOX 1981 TX HOUSTON $2,847 $27 $2,875.00
55439 EXXON COMPANY U S A P O BOX 4667 TX HOUSTON $82 $357 $440.00
58602 EXXON COMPANY U S A P O BOX 4275 TX HOUSTON $8,090 $7,009 $15,099.75
62083 EXXON COMPANY U S A P O BOX 4646 TX HOUSTON $370 $370.80
72963 EXXON COMPANY U S A P O BOX 2169 TX HOUSTON $1,085 $1,085 $2,170.00
84967 EXXON COMPANY U S A P O BOX 4695 TX HOUSTON $358 $358.00
CUST. TOTAL...... . 14,691 2,199 605 10,152 27,647.55
90198 EZE MANUFACTURING N W IN 1265 HENDRICKSON DRIVE WA KALAMA $532 $532.50
CUST. TOTAL...... . 532 532.50
OVER-365-DAYS . . . 172,821 *** A TO E *** 8,442,382 2,074,779 503,105 754,576 11,774,844.03
56169 F E COOPER LUMBER PA HOPEWELL $944 $944.81
CUST. TOTAL...... . 944 944.81
16882 F M C ACG CORPORATION P O BOX 782 IL AURORA $6,322 $5,073 $2,834 $14,230.36
23391 F M C ACG CORPORATION P O BOX 180 IL WYOMING $27 $27.60
30570 F M C ACG CORPORATION P O BOX 1616 MD BALTIMORE $84,479 $48,829 $891- $238 $132,655.25
75431 F M C ACG CORPORATION MD BALTIMORE $394- $394.28-
57800 F M C ACG CORPORATION 100 NIAGARA STREET NY MIDDLEPORT $56,068 $5,565 $60 $3,667 $65,360.97
84436 F M C ACG CORPORATION 1735 MARKET STREET PA PHILADELPHIA $12,494 $3,649 $192- $15,951.40
03207 F M C ACG CORPORATION P O BOX 579 WV INSTITUTE $992 $8,629 $9,621.50
CUST. TOTAL...... 160,384 71,746 2,003 3,318 237,452.70
23007 F M C CORPORATION 8787 ENTERPRISE DRIVE CA NEWARK $6,408 $426 $6,834.80
79274 F M C CORPORATION P O BOX 4111 ID POCATELLO $1,584 $352 $1,936.00
05210 F M C CORPORATION 440 N 9TH STREET KS LAWRENCE $1,668 $1,668.00
30550 F M C CORPORATION 500 ROOSEVELT AVENUE NJ CARTERET $55 $30 $85.00
30450 F M C CORPORATION RIVER RD & SAWYER AVE NY TONAWANDA $275 $192 $265 $732.50
05619 F M C CORPORATION P O BOX 8793 PA PHILADELPHIA $1,425 $2,245 $370 $20 $4,060.00
79950 F M C CORPORATION 1735 MARKET STREET PA PHILADELPHIA $1,360- $1,360.00-
80136 F M C CORPORATION P O BOX 8793 PA PHILADELPHIA $95 $887 $1,384 $69 $2,436.00
82984 F M C CORPORATION P O BOX 8793 PA PHILADELPHIA $25,109 $11,504 $3,439 $4,520 $44,573.44
58950 F M C CORPORATION PROCESS ADDITIVES DIV WV NITRO $302 $302.50
30540 F M C CORPORATION 3200 MAC CORKLE AVENUE WV S CHARLESTON $3,450 $3,450 $6,450 $13,350.00
74661 F M C CORPORATION RR STATION WESTVACO WY WY GREEN RIVER $130- $130.50-
CUST. TOTAL...... 31,938 25,396 10,283 6,869 74,487.74
08846 F M C CORPORATION / LITH 449 NORTH COX RD NC GASTONIA $18,942 $2,584 $470 $21,996.48
08578 F M C CORPORATION / LITH 12000 BAY AREA BLVD TX PASADENA $136 $136 $357 $629.50
CUST. TOTAL...... 19,078 2,584 606 357 $22,625.98
56935 FAESY & BESTHOFF INC. 143 RIVER ROAD NJ EDGEWATER $1,745 $537 $2,282.00
CUST. TOTAL...... 1,745 537 2,282.00
01533 FAR RESEARCH INC. 2210 WIHELMINA COURT FL PALM BAY $192 $192.50
CUST. TOTAL...... 192 192.50
03501 FARLEY CHEMICAL & SOLVEN P O BOX 1668 OH AKRON $45 $45.00
CUST. TOTAL...... 45 45.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 48
S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
08142 FARMLAND INDUSTRIES P O BOX 7305 MO KANSAS CITY $1,326 $1,326.60
52043 FARMLAND INDUSTRIES 6300 SO WASHINGTON STREET TX AMARILLO $305 $305.00
CUST. TOTAL...... 1,631 1,631.60
81409 FAVESA 15 LEIGH FISHER TX EL PASO $220 $220.00
CUST. TOTAL...... 220 220.00
01429 FEDERAL PAPERBOARD CO GA HWY 56 SOUTH PLT 510 GA AUGUSTA $80 $80.00
CUST. TOTAL...... 80 80.00
77354 FERRANTI PACKARD INC P O BOX 640 NY GETZVILLE $192 $192.50
89109 FERRANTI PACKARD INC C/O FRANKLIN TRAFFIC SER NY RANSOMVILLE $4,486 $4,486.42
CUST. TOTAL...... 4,486 192 4,678.92
32035 FERRO CORPORATION 7050 KRICK ROAD OH BEDFORD $15,772 $27 $3,399 $320 $19,519.70
CUST. TOTAL...... 15,772 27 3,399 320 19,519.70
89537 FERTIZONA INC 17102 W OLIVE AVE AZ WADDELL $315 $315.00
CUST. TOTAL...... 315 315.00
52886 FIBER-LITE CORP P O BOX B OH TOLEDO $512 $512.00
CUST. TOTAL...... 512 512.00
05595 FIEDALE CORP P O BOX 558 GA BALDWIN $450 $450.00
CUST. TOTAL...... 450 450.00
06430 FIELDALE CORPORATION GA CORNELIA $350 $350.00
CUST. TOTAL...... 350 350.00
79639 FIELDCREST CANNON INC P O BOX 1200 NC EDEN $472 $472.00
CUST. TOTAL...... 472 472.00
90034 FIL-PAK 4700 HEWES AVE MS GULFPORT $2,992 $2,992.00
CUST. TOTAL...... 2,992 2,992.00
09009 FINA OIL & CHEMICAL CO P O BOX 17651 MO SAINT LOUIS $22,632 $5,836 $6,276 $3,032 $37,778.34
12827 FINA OIL & CHEMICAL CO P O BOX 2159 TX DALLAS $3,162 $360 $460 $75 $4,057.00
08339 FINA OIL & CHEMICAL CO BATTLEGROUND RD TX LA PORTE $688- $688.50-
87833 FINA OIL & CHEMICAL CO 12212 PORT ROAD TX PASEDENA $1,968 $1,968.75
CUST. TOTAL...... 27,762 6,196 6,736 2,419 43,115.59
29430 FINCH PRUYN CO INC 1 GLEN STREET NY GLENS FALLS $55 $55.00
CUST. TOTAL...... 55 55.00
00251 FINDETT CORPORATION 8 GOVERNOR DRIVE MO SAINT CHARLES $1,540 $1,540.00
CUST. TOTAL...... 1,540 1,540.00
53835 FINDLEY ADHESIVES INC 11320 W WATERTOWN PLANK WI WAUWATOSA $3,678 $3,678.00
CUST. TOTAL...... 3,678 3,678.00
75583 FIRESTONE BLDG PRODUCTS 2100 CENTURY CIRCLE TX IRVING $215 $215.00
54265 FIRESTONE BLDG PRODUCTS 1125 PAGE BLVD MA SPRINGFIELD $357 $357.50
CUST. TOTAL...... 572 572.50
</TABLE>
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<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 49
S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
06112 FIRESTONE TIRE & RUBBER HIGHWAY US 301 NORTH NC WILSON $110 $110.00
CUST. TOTAL...... $110 $110.00
82301 FIRMENICH INC 928-964 DOREMUS AVE NJ NEWARK $82 $82.50
78347 FIRMENICH INC P O BOX 3415 NJ PRINCETON $1,746 $1,746.30
CUST. TOTAL...... 1,828 1,828.80
89868 FIRST BRANDS VA AMHERST $10,651 $10,651.53
CUST. TOTAL...... 10,651 10,651.53
13671 FIRST BRANDS CORPORATION P O BOX 1911 CT DANBURY $5,482 $3,608 $9,091.03
76800 FIRST BRANDS CORPORATION UNIVERSAL ROAD OFF MANTU NJ PAULSBORO $1,080 $55 $1,135.00
CUST. TOTAL...... 6,562 55 3,608 10,226.03
83167 FIRST BRANDS INDUSTRIES 101 JOHN STREET ON ORANGEVILLE $2,379 $2,379.60
CUST. TOTAL...... 2,379 2,379.60
12230 FIRST CHEMICAL CORP P O BOX 1427 MS PASCAGOULA $5,471 $5,471.98
CUST. TOTAL...... 5,471 5,471.98
12086 FISH CHEMICAL & EQUIPMEN 18 INDUSTRIAL ROAD MA WALPOLE $165 $55 $55 $275.00
CUST. TOTAL...... 165 55 55 275.00
09275 FISHER GUIDE DIV OF GM 1000 TOWN LINE ROAD NY SYRACUSE $146- $146.00-
CUST. TOTAL...... 146- 146.00-
29830 FISHER SCIENTIFIC 1 REAGENT LANE NJ FAIR LAWN $696 $696.00
CUST. TOTAL...... 696 696.00
71966 FIVE STAR FINISHING INC LOWY DRIVE GA CHATSWORTH $415 $415.00
CUST. TOTAL...... 415 415.00
77923 FLEISCHMANNS YEAST 2743 RIVERPORT RD TN MEMPHIS $201 $201.60
CUST. TOTAL...... 201 201.60
28070 FLETCHER OIL & REFINING 24721 SOUTH MAIN STREET CA CARSON $1,044 $1,044.80
88456 FLETCHER OIL & REFINING P O BOX 548 CA WILMINGTON $862 $862.00
CUST. TOTAL...... 1,906 1,906.80
00805 FLEX PRODUCTS STATE ROUTE 93 OH BALTIC $82 $82.50
CUST. TOTAL...... 82 $82.50
77095 FLEXCON COMPANY INC SOUTH SPENCER RD MA SPENCER $137 $137 $275.00
CUST. TOTAL...... 137 137 275.00
71879 FLEXEL INC 115 PERIMETER CENTER PLA GA ATLANTA $1,087 $137 $1,225.30
CUST. TOTAL...... 1,087 137 1,225.30
65351 FLEXI FLO TERMINAL 125 COUNTRY RD NJ JERSEY CITY $100 $100.00
CUST. TOTAL...... 100 100.00
14380 FLEXI FLO-CON RAIL P O BOX 560 NY BUFFALO $451 $451.00
CUST. TOTAL...... 451 451.00
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 50
S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
29870 FLEXIBLE PRODUCTS CO INC 1007 INDUSTRIAL PK DR GA MARIETTA $2,706 $2,706.15
CUST. TOTAL...... 2,706 2,706.15
84513 FLINT INK CORPORATION 14930 MARQUARDT STREET CA SANTA FE SPRIN $874- $874.40-
CUST. TOTAL...... 874- 874.40-
88437 FLOUR A LIFE 501 RECOLD ROAD SC WALTERBORO $39 $39.00
CUST. TOTAL...... 39 39.00
61231 FLUID PACKAGING CO 800 AIRPORT RD NJ LAKEWOOD $220 $137 $522 $962 $1,842.50
CUST. TOTAL...... 220 137 522 962 1,842.50
08908 FOAM ENTERPRISES INC 13630 WATERTOWER CIRCLE MN MINNEAPOLIS $60 $40 $100.00
CUST. TOTAL...... 60 40 100.00
75873 FOAMEX CORPORATION 1705 A INDUSTRIAL BLVD GA CONYERS $275 $275.00
76986 FOAMEX CORPORATION 3210 CURTIS BOULEVARD TX MESQUITE $110 $110- $.00
CUST. TOTAL...... 110 165 $275.00
79364 FOAMEX PRODUCTS INC 3005 COMMERCIAL RD IN FORT WAYNE $27 $27.50
72630 FOAMEX PRODUCTS INC LEE INDUSTRIAL PK SOUTH MS VERONA $330 $330.00
01028 FOAMEX PRODUCTS INC 466 SHADY AVENUE PA CORRY $27 $27.50
CUST. TOTAL...... 27 27 330 $385.00
72892 FOAMSEAL INCORPORATED 195 DEMILLE MI LAPEER $1,578 $110 $1,688.55
CUST. TOTAL...... 1,578 110 1,688.55
78438 FOAMTEK INC 1151 ATLANTIC DRIVE IL W CHICAGO $45 $45.00
CUST. TOTAL...... 45 45.00
55717 FOGEL FUEL SERVICE P O BOX 407 PA NAZARETH $352 $352.82
CUST. TOTAL...... 352 352.82
68512 FOOTE MINERAL COMPANY P O BOX 420 TN NEW JOHNSONVIL $260 $260.00
CUST. TOTAL...... 260 260.00
71854 FORD MOTOR COMPANY P O BOX 194567 CA SAN FRANCISCO $4,668 $3,045 $1,370 $9,085.00
02776 FORD MOTOR COMPANY 340 HENRY FORD II AVENUE GA HAPEVILLE $82 $82.50
60637 FORD MOTOR COMPANY P O BOX 195000 MI BURTON $135 $175 $1,757 $2,067.50
68564 FORD MOTOR COMPANY P O BOX 1557 MI DEARBORN $376 $376.04
79241 FORD MOTOR COMPANY P O BOX 6056 MI DEARBORN $2,207 $2,207.50
84827 FORD MOTOR COMPANY 290 TOWN CENTER DRIVE MI DEARBORN $467 $247 $715.00
75630 FORD MOTOR COMPANY 701 E 32 MILE RD MI ROMEO $220 $220.00
32625 FORD MOTOR COMPANY 500500 MOUND ROAD MI UTICA $82 $82.50
78175 FORD MOTOR COMPANY 37625 MICHIGAN AVE MI WAYNE $677 $740 $1,417.58
13152 FORD MOTOR COMPANY 6250 NORTH LINDBERG MO HAZELWOOD $433 $433.50
51990 FORD MOTOR COMPANY 650 MILLER ROAD OH AVON LAKE $1,340 $48 $1,388.00
10329 FORD MOTOR COMPANY P O BOX 9860 OH BROOK PARK $612 $233 $845.84
67943 FORD MOTOR COMPANY P O BOX 42039 OH BROOK PARK $16,049 $1,330 $643 $18,022.92
30640 FORD MOTOR COMPANY 2424 SPRINGFIELD AVE VA NORFOLK $45 $45.00
CUST. TOTAL...... 24,491 5,363 1,545 5,588 36,988.88
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 51
S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
57983 FORMOSA PLASTICS CORP P O BOX 271 LA BATON ROUGE $55 $55.00
79372 FORMOSA PLASTICS CORP 9 PEACHTREE HILL RD NJ LIVINGSTON $270 $270 $3,174 $3,174.90
CUST. TOTAL...... 325 270 3,174 3,769.90
65235 FORT HOWARD PAPER COMPAN BAKER HILL ROAD GA RINCON $137 $137.50
CUST. TOTAL...... 137 137.50
23699 FORT ORANGE PAPER CO INC 1900 RIVER ROAD NY CASTLETON ON H $123 $123.75
CUST. TOTAL...... 123 123.75
83344 FORTIFIBER CORP 55 STARKEY AVE MA ATTLEBORO $45 $45.00
CUST. TOTAL...... 45 45.00
04476 FOX RIVER PAPER MILLS IN WEST CHURCH STREET OH URBANA $834 $834.20
CUST. TOTAL...... 834 834.20
39580 FRANCIS BARNES ROUTE 1 BOX 16 NY DOWNSVILLE $886 $886.96
CUST. TOTAL...... 886 $886.96
04806 FRANKLIN INTERNATIONAL 2020 BRUCK STREET OH COLUMBUS $6,582 $4,014 $10,596.10
CUST. TOTAL...... 6,582 4,014 10,596.10
03963 FRANKLIN OIL COMPANY 40 S PARK STREET OH BEDFORD $137 $137.50
CUST. TOTAL...... 137 137.50
11493 FRANKLIN PLASTICS 113 PASSAIC AVENUE NJ KEARNY $216 $216.50
CUST. TOTAL...... 216 216.50
02241 FRASER PAPER CO LTD 25 BRIDGE STREET ME MADAWASKA $135 $5,864 $2,008 $8,007.78
CUST. TOTAL...... 135 5,864 2,008 8,007.78
86341 FREEDOM TEXTILE CHEM GRO 8309 WILKINSON BLVD NC CHARLOTTE $220 $220.00
CUST. TOTAL...... 220 $220.00
85954 FRESH PAK P O BOX 256 MI STEVENSVILLE $878 $878.72
CUST. TOTAL...... 878 878.72
90069 FRITO LAY 2800 SILVER STAR RD FL ORLANDO $82 $82.50
CUST. TOTAL...... 82 82.50
85240 FRITZ COMPANIES INC 500 MARKLEY ST NJ PORT READING $322 $322.00
CUST. TOTAL...... 322 322.00
86873 FUEL TANK MAITENANCE 4 N FERGUSON TN COOKEVILLE $1,052 $1,052.00
CUST. TOTAL...... 1,052 1,052.00
77759 FUJI PHOTO FILM INC 211 PUCKETT'S FERRY RD SC GREENWOOD $165 $165.00
CUST. TOTAL...... 165 165.00
81021 FULCO CHEMICAL SPECIALTY KRAMER CHEMICALS INC NY JOHNSTOWN $1,792 $68 $72 $1,932.00
CUST. TOTAL...... 1,792 68 72 1,932.00
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 52
S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
65009 FULLER SALES 1901 KIMBERLY PARK DRIVE GA DALTON $3,120 $3,804 $7,943 $4,977 $19,845.89
CUST. TOTAL...... 3,120 3,804 7,943 4,977 19,845.89
90220 FUTURE FOAM INC 400 N TENTH ST IA COUNCIL BLUFFS $41 $41.25
CUST. TOTAL...... 41 41.25
90037 G A F CORPORATION 2400 EMOGENE ST AL MOBILE $260 $260.00
60429 G A F CORPORATION P O BOX 37 KY CALVERT CITY $110 $110.00
CUST. TOTAL...... 260 110 370.00
87076 G F I P O BOX 777 MA SUDBURY $502 $502.00
CUST. TOTAL...... 502 502.00
56706 G J CHEMICAL COMPANY 128 DOREMUS AVENUE NJ NEWARK $55 $55.00
CUST. TOTAL...... 55 55.00
01225 G K TECHNOLOGIES 6285 GARFIELD AVENUE MI CASS CITY $165 $165.00
CUST. TOTAL...... 165 165.00
28240 G R FOAM PRODUCTS CORP 2060 NORTH BATAVIA STREE CA ORANGE $110 $110.00
CUST. TOTAL...... 110 110.00
88922 G S ROBINS C/O PETROLEUM FUELS IL GRANITE CITY $392 $392.80
CUST. TOTAL...... 392 392.80
76922 G S ROBINS & COMPANY C/O PETROLEUM FUELS IL GRANITE CITY $267 $267.50
04170 G S ROBINS & COMPANY 128 CHOUTEAU AVENUE MO SAINT LOUIS $571 $50 $3,202 $440 $4,263.70
CUST. TOTAL...... 571 50 3,469 440 4,531.20
61056 G T S TRANS 4749 BENNETT DRIVE CA LIVERMORE $712 $712.50
CUST. TOTAL...... $712 $712.50
50606 G W SMITH & SONS 1700 SPALDING ROAD OH DAYTON $1,685 $120 $1,805.12
CUST. TOTAL...... 1,685 120 $1,805.12
83375 GABRIEL CHEMICALS INC P O BOX 691769 TX HOUSTON $23,801 $68 $55 $395 $24,320.73
CUST. TOTAL...... 23,801 68 55 395 24,320.73
01137 GAGE PRODUCTS COMPANY 625 WANDA STREET MI FERNDALE $36 $36.00
CUST. TOTAL...... 36 36.00
27801 GALLADE CHEMICAL COMPANY 1230 EAST ST GERTRUDE PL CA SANTA ANA $238 $238.00
CUST. TOTAL...... 238 $238.00
11444 GANTRADE CORPORATION 210 SUMMIT AVENUE NJ MONTVALE $330 $330.00
81114 GANTRADE CORPORATION 2700 POST OAK BLVD TX HOUSTON $13,867 $12,460 $26,328.10
CUST. TOTAL...... 13,867 12,460 330 26,658.10
68520 GARDNER ASPHALT 1100 NANTICOKE AVE DE SEAFORD $1,682 $1,682.79
CUST. TOTAL...... 1,682 1,682.79
20809 GARRETT OIL COMPANY 1 GREENWAY PLAZA TX HOUSTON $892 $892.34
CUST. TOTAL...... 892 $892.34
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 53
S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
04931 GARRISON FUEL COMPANY 926 ROSYLN DRIVE PA BERWICK $183 $183.00
CUST. TOTAL...... 183 183.00
10274 GARY CORP GETTO DRIVE MA LEOMINSTER $27 $27.50
CUST. TOTAL...... 27 $27.50
88163 GATEWAY ADDITIVES 5023 SOUTH MAIN STREET SC COWPENS $1,485 $1,485.00
CUST. TOTAL...... 1,485 1,485.00
74770 GAYLORD CHEMICAL CORP P O BOX 1209 LA SLIDELL $2,559 $2,559.94
CUST. TOTAL...... 2,559 2,559.94
58659 GAYLORD CONTAINER CORPOR P O BOX 1060 LA BOGALUSA $27 $27.50
CUST. TOTAL...... 27 27.50
05457 GAYLORD CONTAINERS LIMIT P O BOX 10 CA ANTIOCH $27 $27.50
CUST. TOTAL...... 27 $27.50
83654 GE CANADA C/O KNOWLTON PACKAGING PQ KNOWLTON $110- $110.00-
CUST. TOTAL...... 110- 110.00-
74842 GEBHARDT-VOGEL TANNING C 2615 W GREVES STREET WI MILWAUKEE $695 $695.00
CUST. TOTAL...... 695 695.00
50616 GEHRING MONTGOMERY INC 1425 ADAMS ROAD PA BENSALEM $702 $78 $781.28
CUST. TOTAL...... 702 78 781.28
33820 GEMCORP POLYMER PRODUCTS 165 SOUTH CLEVELAND AVE OH MOGADORE $1,609 $1,187- $51 $473.37
CUST. TOTAL...... 1,609 1,187- 51 473.37
82546 GENECOR 1000 41ST STREET AVENUE IA CEDAR RAPIDS $6,791 $6,791.75
CUST. TOTAL...... 6,791 6,791.75
55677 GENERAL CHEMICAL CORP NICHOLS ROAD CA PITTSBURG $1,336 $836 $2,172.00
32710 GENERAL CHEMICAL CORP 6300 PHILADELPHIA PIKE DE CLAYMONT $2,352 $2,592 $1,242 $6,709 $12,895.75
57006 GENERAL CHEMICAL CORP 90 E HALSEY ROAD NJ PARSIPPANNY $471 $110 $3,677 $4,258.76
53283 GENERAL CHEMICAL CORP P O BOX 2281 NJ RAHWAY $181,753 $2,246 $2,482 $5,912 $192,394.99
53948 GENERAL CHEMICAL CORP P O BOX 16 NY SOLVAY $27 $27 $82 $137.50
16471 GENERAL CHEMICAL CORP P O BOX 2000 ON AMHERSTBURG $1,059 $1,059.72
61414 GENERAL CHEMICAL CORP PLANT STREET VA HOPEWELL $55 $55 $55 $165.00
CUST. TOTAL...... 185,995 5,867 3,724 17,496 213,083.72
24573 GENERAL DYNAMICS CORP P O BOX 949 CT GROTON $1,373 $1,373.50
CUST. TOTAL...... 1,373 1,373.50
82498 GENERAL ELECTRIC CANADA 1063 COPPERSTONE DRIVE ON PICKERING $4,232 $975 $810 $6,017.50
CUST. TOTAL...... 4,232 975 810 6,017.50
69700 GENERAL ELECTRIC COMPANY P O BOX 061020 FL FORT MYERS $398,460 $20,107 $2,905 $14,666 $436,139.18
33200 GENERAL ELECTRIC COMPANY APPLIANCE PARK/AP5-137 KY LOUISVILLE $40,948 $29,971 $3,697 $74,616.48
33220 GENERAL ELECTRIC COMPANY P O BOX 2369 MA PITTSFIELD $770 $110 $27 $907.50
81274 GENERAL ELECTRIC COMPANY P O BOX 2359 MA PITTSFIELD $25,384 $5,458 $4,129 $3,935 $38,908.42
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 54
S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
81275 GENERAL ELECTRIC COMPANY P O BOX 3209 MA PITTSFIELD $2,845- $2,845.00-
81276 GENERAL ELECTRIC COMPANY P O BOX 2719 MA PITTSFIELD $110,695 $9,936 $3,990 $21,541- $103,080.50
18099 GENERAL ELECTRIC COMPANY P O BOX 2188 NC HICKORY $3,608 $3,608.02
61800 GENERAL ELECTRIC COMPANY SILICONE PROD DEPT BLD 8 NY WATERFORD $90,893 $872 $220 $420 $92,405.75
88641 GENERAL ELECTRIC COMPANY 260 HUDSON RIVER RD BLDG NY WATERFORD $7,630 $7,630.00
32650 GENERAL ELECTRIC COMPANY 6325 HUNTLEY RD OH WORTHINGTON $37 $25 $62.50
56044 GENERAL ELECTRIC COMPANY 5A FLOUNDERS TX EL PASO $220- $220.00-
87970 GENERAL ELECTRIC COMPANY 100 DUPONT RD WV MORGANTOWN $27,798 $13,924 $556 $42,279.48
10310 GENERAL ELECTRIC COMPANY INTERNATIONAL CENTER WV PARKERSBURG $2,185 $2,185.00
88395 GENERAL ELECTRIC COMPANY P O BOX 68 WV WASHINGTON $55 $55.00
CUST. TOTAL..... 708,428 80,417 15,523 5,556- 798,812.83
63080 GENERAL ELECTRIC PLASTIC 1 PLASTICS DRIVE AL BURKVILLE $2,262 $198 $1,763 $4,223.52
80171 GENERAL ELECTRIC PLASTIC P O BOX 061000 FL FORT MYERS $10,483 $540 $3,950 $14,973.97
10330 GENERAL ELECTRIC PLASTIC CANAL ROAD IL OTTAWA $27 $27 $180 $235.00
89819 GENERAL ELECTRIC PLASTIC 1 LEXAN LANE IN MOUNT VERNON $35,616 $24,770 $60,386.50
33320 GENERAL ELECTRIC PLASTIC ONE NORYL AVENUE NY SELKIRK $1,627 $1,807 $27 $55 $3,517.00
61610 GENERAL ELECTRIC PLASTIC P O BOX 68 WV WASHINGTON $7,109 $5,579 $1,278- $552 $11,962.52
CUST. TOTAL..... 57,126 32,382 711- 6,500 95,298.51
81072 GENERAL ELECTRIC SILICON P O BOX 61000 FL FORT MYERS $172,085 $3,554 $2,576 $178,215.50
88480 GENERAL ELECTRIC SILICON P O BOX 61000 FL FORT MYERS $10,946 $10,946.00
CUST. TOTAL..... 172,085 10,946 3,554 2,576 189,161.50
80606 GENERAL FIBER & FABRIC P O BOX 658 GA SOPERTON $1,829 $1,829.07
CUST. TOTAL..... 1,829 1,829.07
14240 GENERAL FOAM CORPORATION 13 MANOR ROAD NJ E RUTHERFORD $55 $55.00
03211 GENERAL FOAM CORPORATION VALMONT INDUSTRIAL PARK PA HAZLETON $82 $110 $123 $316.25
CUST. TOTAL..... 137 110 123 371.25
72532 GENERAL FORWARDING 5801 E 14TH ST TX BROWNSVILLE $3,400 $3,400.00
CUST. TOTAL..... 3,400 3,400.00
10945 GENERAL LATEX & CHEMICAL 11266 JERSEY BLVD CA CUCAMONGA $2,690 $2,690.00
33500 GENERAL LATEX & CHEMICAL P O BOX 498 OH ASHLAND $270 $270.00
CUST. TOTAL..... 2,960 $2,690.00
89088 GENERAL LATEX AND CHEMIC COLEMAN N E KS WICHITA $27 $27.50
CUST. TOTAL..... 27 27.50
88028 GENERAL MOTORS INLAND DIVISION/TRAFFIC OH DALTON $1,000 $1,000 $1,000 $3,000.00
CUST. TOTAL...... 1,000 1,000 1,000 3,000.00
28039 GENERAL MOTORS CORP CENTRAL FLOUNDRY DIVISIO IL TILTON $4,916 $2,261 $7,177.25
67186 GENERAL MOTORS CORP CENTRAL FOUNDRY DIV IN BEDFORD $652 $1,354 $702 $2,708.00
06342 GENERAL MOTORS CORP 1450 EAST BEECHER ROAD MI ADRIAN $247 $247.50
72449 GENERAL MOTORS CORP P O BOX 195055 MI BURTON $2,337 $4,923 $779 $8,039.00
79271 GENERAL MOTORS CORP DELCO ELECTRONICS-PLANT MI BURTON $82- $82.50-
02931 GENERAL MOTORS CORP G2238 WEST BRISTOL ROAD MI FLINT $23- $23.00-
03229 GENERAL MOTORS CORP 16 JUDSON STREET 1605-0 MI PONTIAC $578- $578.80-
85751 GENERAL MOTORS CORP P O BOX 436040 MI PONTIAC $125 $275 $150 $550.00
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 55
S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
05053 GENERAL MOTORS CORP P O BOX 5073 MI SAGINAW $65- $65.00-
09505 GENERAL MOTORS CORP 1629 N WASHINGTON AVE MI SAGINAW $550 $55 $302 $907.50
76888 GENERAL MOTORS CORP P O BOX 5073 C/O TV5 BLD MI SAGINAW $952 $952.50
86710 GENERAL MOTORS CORP P O BOX 5156 MI SOUTHFIELD $1,203 $2,407 $3,256 $6,867.00
89363 GENERAL MOTORS CORP NORTH AMERICAN OPERATION MI WARREN $12,447 $2,260 $14,707.50
08582 GENERAL MOTORS CORP P O BOX 972 NY BUFFALO $255 $255 $510.00
37530 GENERAL MOTORS CORP 200 UPPER MOUNTAIN RD NY LOCKPORT $50 $50.00
41130 GENERAL MOTORS CORP P O BOX 1042 OH DAYTON $4,925 $328 $5,253.50
57252 GENERAL MOTORS CORP STATE ROUTE 281 E OH DEFIANCE $250 $250.00
07573 GENERAL MOTORS CORP 2601 WEST STROOP ROAD OH MORAINE $27 $27.50
76848 GENERAL MOTORS CORP 1908 COLONEL SAM DRIVE ON OSHAWA $467 $275 $632 $3,533 $4,908.75
CUST. TOTAL..... 17,412 21,990 4,002 9,001 52,406.70
58065 GENERAL MOTORS CORP/FISH 2915 PENDLETON AVE IN ANDERSON $398 $398.75
CUST. TOTAL..... 398 398.75
22944 GENERAL SPICE 238 NICHOLAS AVENUE NJ S PLAINFIELD $1,145 $1,114 $2,260.47
CUST. TOTAL..... 1,145 1,114 2,260.47
64492 GENERAL TIRE P O BOX 190 GA BARNESVILLE $75 $75.00
CUST. TOTAL..... 75 $75.00
08233 GENERAL TIRE & RUBBER CO P O BOX 7001 NC CHARLOTTE $382 $147 $529.50
37430 GENERAL TIRE & RUBBER CO P O BOX 2032 TX ODESSA $55- $55.00-
CUST. TOTAL..... 382 147 55- 474.50
87869 GENESCO INC WHITEHALL LEATHER CO MI WHITEHALL $137 $137.50
CUST. TOTAL..... 137 137.50
28588 GENLABS 5568 SCHAEFER CA CHINO $161 $161.00
CUST. TOTAL..... 161 161.00
70914 GENOVESE INDUSTRIES 70 DAVENPORT STREET CT STAMFORD $200 $200.00
CUST. TOTAL..... 200 200.00
80448 GEOBASE FOUNDATION SYSTE BOX 3330 MD CROFTON $260 $260.00
CUST. TOTAL..... 260 260.00
34020 GEORGE A GOULSTON CO 700 N JOHNSON ST NC MONROE $10,527 $172 $320 $426 $11,446.20
CUST. TOTAL..... 10,527 172 320 426 11,446.20
25323 GEORGE S COYNE 3015 STATE ROAD PA CROYDON $1,127 $1,127.50
CUST. TOTAL..... 1,127 1,127.50
33950 GEORGIA GULF CORP P O BOX 629 LA PLAQUEMINE $39 $110 $149.00
28624 GEORGIA GULF CORP P O BOX 1959 TX PASADENA $280 $280.00
CUST. TOTAL..... 319 110 429.00
80192 GEORGIA PACIFIC CORP P O BOX 496 AR ASHDOWN $137 $137.50
06032 GEORGIA PACIFIC CORP 2163 NORTH STATE STREET CA UKIAH $6,708 $6,708.95
14619 GEORGIA PACIFIC CORP STATE RT 216 FL PALATKA $55 $55 $110.00
07064 GEORGIA PACIFIC CORP P O BOX 4188 GA PORT WENTWORTH $392 $392.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 56
S.C.
CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL DUE
- ------ -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
53728 GEORGIA PACIFIC CORP 2425 KINGS HWY MI KALAMAZOO $957 $945 $1,902.00
27396 GEORGIA PACIFIC CORP PO BOX 608 MS MONTICELLO $27 $27.50
82346 GEORGIA PACIFIC CORP HWY 29 N MS NEW AUGUSTA $82 $82.50
34140 GEORGIA PACIFIC CORP BOX 368/CHEMICAL DIV NC CONWAY $120 $60 $180.00
89466 GEORGIA PACIFIC CORP PLYWOOD PLANT NC DUDLEY $50 $50.00
82960 GEORGIA PACIFIC CORP 415 BROADWAY NY BUCHANAN $22 $46 $84 $152.00
07509 GEORGIA PACIFIC CORP C/O CHEMICAL LEAMAN TANK OH COLUMBUS $10,752 $600- $4- $10,148.50
34220 GEORGIA PACIFIC CORP CHEMICAL DIV/PO BOX 147 SC RUSSELLVILLE $7,437 $700 $8,137.75
89866 GEORGIA PACIFIC CORP OLD DIKE ROAD SC RUSSELLVILLE $535 $535.96
81052 GEORGIA PACIFIC CORP WISCONSIN OPERATIONS WI NEKOOSA $3,256 $3,256.40
CUST. TOTAL 30,462 518- 96 1,780 31,821.06
87898 GEORGIA POWER PO BOX 4545 GA ATLANTA $577 $577.00
CUST. TOTAL 577 577.00
90172 GEORGIA POWER CO PLANT WANSLEY GA ROOPVILLE $685 $685.50
CUST. TOTAL 685 685.50
34090 GEORGIA POWER COMPANY PO BOX 121 GA COOSA $500 $500.00
34100 GEORGIA POWER COMPANY PO BOX 990 GA MILLEDGEVILLE $1,291 $1,291.36
34110 GEORGIA POWER COMPANY PO BOX 71 GA TAYLORSVILLE $2,614 $1,028 $3,642.17
CUST. TOTAL 3,905 1,528 5,433.53
90137 GERAGHTY & MILLER 841 2ND STREET SE DC WASHINGTON $2,356 $2,356.72
CUST. TOTAL 2,356 2,356.72
54968 GIANT REFINING COMPANY RT 3 NM GALLUP $228 $228.00
CUST. TOTAL 228 228.00
87906 GIBBS DYE CASTING 369 COMMUNITY DRIVE KY HENDERSON $27 $27.50
CUST. TOTAL 27 27.50
10585 GIBRALTAR CHEMICAL RESOU PO BOX 248 TX WINONA $2,916 $4,290 $600 $4,555 $12,361.25
CUST. TOTAL 2,916 4,290 600 4,555 12,361.25
16420 GIBSON & HOMANS 1755 ENTERPRISE PARKWAY OH TWINSBURG $550 $550.00
CUST. TOTAL 550 550.00
84734 GILARDI ENVIRONMENTAL 1035 REEVES STREET PA DUNMORE $4,420 $4,420.00
CUST. TOTAL 4,420 4,420.00
34130 GILLETTE COMPANY 30 BURTT ROAD MA ANDOVER $55 $27 $275 $357.50
CUST. TOTAL 55 27 275 357.50
34260 GIVAUDAN CORPORATION 100 DELAWANNA AVE NJ CLIFTON $52 $26 $78.52
CUST. TOTAL 52 26 78.52
56962 GLASTIC CORPORATION 4321 GLENRIDGE RD OH CLEVELAND $1,081 $4,650 $5,732.60
04968 GLASTIC CORPORATION 400 EAST ERIE STREET OH JEFFERSON $780 $780 $161 $1,721.00
CUST. TOTAL 1,861 5,430 161 7,453.60
87297 GLAXO PO BOX 13358 NC RES TRIANGLE P $1,410 $1,410.40
CUST. TOTAL 1,410 1,410.40
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 57
S.C.
CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL DUE
- ------ -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
34870 GLIDDEN COMPANY PO BOX 19627 GA ATLANTA $1,649 $150 $1,799.25
04457 GLIDDEN COMPANY 6906 DIXIE ST GA COLUMBUS $387 $387.50
08860 GLIDDEN COMPANY WEST WHITE ROAD GA OAKWOOD $1,487 $1,487.00
34450 GLIDDEN COMPANY 300 SPOWL ROAD OH HURON $1,494 $1,714 $55 $3,264.34
80236 GLIDDEN COMPANY 801 CANTERBURY ROAD OH WESTLAKE $4,181 $4,181.35
34440 GLIDDEN COMPANY PO BOX 15049 PA READING $6,894 $82 $112 $7,089.25
CUST. TOTAL 11,524 2,184 4,236 262 18,208.89
24911 GLOBAL PLASTICS CORP 20 MOHAWK DRIVE MA LEOMINSTER $27 $27.50
CUST. TOTAL 27 27.50
57063 GLOBE MANUFACTURING CO 456 BEDFORD STREET MA FALL RVR $52 $52.00
CUST. TOTAL 52 52.00
72518 GLOBE VEDAG 380 TANK STREET ON PETROLIA $4,055 $811 $770 $5,636.76
CUST. TOTAL 4,055 811 770 5,636.76
01663 GLOUCESTER COMPANY 235 COTTAGE STREET MA FRANKLIN $137 $137.50
CUST. TOTAL 137 137.50
79821 GNB BATTERIES INC 1800 VALLEY VIEW LANE TX DALLAS $165 $165.00
CUST. TOTAL 165 165.00
62238 GOLD BOND BLDG PRODUCTS 2301 S NEWKIRK STREET MD BALTIMORE $168 $168.00
84389 GOLD BOND BLDG PRODUCTS 1818 RIVER ROAD NJ BURLINGTON $144 $144.00
83878 GOLD BOND BLDG PRODUCTS PO BOX 400 NY E GREENBUSH $765 $765.00
04692 GOLD BOND BLDG PRODUCTS OLD RT 15 NEAR INTERSTAT PA NEW COLUMBIA $3,498 $2,626 $6,125.17
CUST. TOTAL 3,498 3,703 7,202.17
85934 GOLD BOND BUILDING PRODU PO BOX 1888 CA LONB BEACH $82 $82.50
CUST. TOTAL 82 82.50
65263 GOLD KIST INC PO BOX 495 GA ROYSTON $250 $250.00
CUST. TOTAL 250 250.00
20412 GOLDSCHMIDT CHEMICAL 920 RANDOLPH ROAD VA HOPEWELL $1,873 $82 $55 $2,011.03
CUST. TOTAL 1,873 82 55 2,011.03
72872 GOODYEAR CANADA INC 45 RAYNES AVE/BOX 61 ON BOWMANVILLE $55 $156 $211.00
68338 GOODYEAR CANADA INC 2600 LAMGLOIF BLVD PQ VALLEYFIELD $27 $55 $55- $27.50
CUST. TOTAL 27 55 55 101 238.50
00472 GOODYEAR TIRE & RUBBER C 922 EAST MEIGHAN BLVD AL GADSDEN $1,256 $220 $182 $2,081- $422.02-
36540 GOODYEAR TIRE & RUBBER C 1601 HIGHWAY 41 SW GA GALHOUN $423 $60 $483.00
35160 GOODYEAR TIRE & RUBBER C 5408 BAKER AVENUE NY NIAGARA FALL $2,562 $1,024 $320- $3,266.80
35200 GOODYEAR TIRE & RUBBER C PO BOX 1709 OH AKRON $13,544 $1,829 $4,568 $6,099 $26,043.39
69543 GOODYEAR TIRE & RUBBER C 1376 TECH WAY DR OH AKRON $4,082 $2,720 $2,720 $1,360 $10,883.85
02343 GOODYEAR TIRE & RUBBER C 1689 EAST FRONT STREET OH LOGAN $55 $27 $467 $550.00
35630 GOODYEAR TIRE & RUBBER C PO BOX 26003 TX BEAUMONT $1,650 $971 $2,622.48
35440 GOODYEAR TIRE & RUBBER C PO BOX 5397 TX HOUSTON $2,891 $2,891.16
21599 GOODYEAR TIRE & RUBBER C 1435 GOODYEAR BLVD VA DANVILLE $1,835 $1,835.82
CUST. TOTAL 26,042 6,246 7,471 8,393 48,154.48
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #58
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE
- ---- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
09716 GOODMAN BROTHERS 18 DIVISTON PLACE NY BROOKLYN $ 472 $ 472.00
CUST TOTAL 472 472.00
65600 GOULD INC. 5045 NORTH STATE STREET OH MCCONNELSVILLE $ 27 $ 27.50
CUST TOTAL 27 27.50
12306 GPM GAS CORPORATION 8015 DIXON DRIVE KY FLORENCE $ 192 $ 192.00
64050 GPM GAS CORPORATION PO BOX 792 TX PASADENA $1,350 $ 1,350.00
CUST TOTAL 1,350 192 $ 1,542.00
88129 GRAHAM INSULATION 551 HARBOR DRIVE ON ERIN $ 64 $ 32 $ 128 $ 224.70
CUST TOTAL 64 32 128 224.70
77712 GRAHM PRODUCTS LTD MAPLE AVE ON INGLEWOOD $1,475 $ 1,475.50
CUST TOTAL 1,475 1,475.50
75018 GRANITE CITY WASTE WATER NIEDRING HAUS AVE & HWY IL GRANITE CITY $ 250 $ 250.00
CUST TOTAL 250 250.00
35450 GRANT CHEMICAL COMPANY PO BOX 263 LA BATON ROUGE $ 440 $ 166 $ 606.00
10272 GRANT CHEMICAL COMPANY PO BOX 360 NJ ELMWOOD PARK $ 55 $ 55.00
CUST TOT 495 166 661.00
11118 GREAT DANE INCORPORATED IN BRAZIL $ 55 $ 55.00
54276 GREAT DANE INCORPORATED 1200 CENTENNIAL ROAD NE WAYNE $ 55 $ 27 $ 82.50
CUST TOTAL 55 55 27 137.50
26414 GREAT LAKES CHEMICAL 380 CHEMWOOD DRIVE TN NEWPORT $ 27 $ 27.50
64471 GREAT LAKES CHEMICAL CO 13074 ZACHARY CA MCFARLAND $4,476 $ 105- $2,486 $ 6,858.75
73897 GREAT LAKES CHEMICAL CORP SOUTH PLANT-HWY 167 S AR EL DORADO $4,383 $ 4,383.78
CUST TOTAL 8,888 105- 2,486 11,270.03
11980 GREAT WESTERN CARPET CO 2060 NORTH BATAVIA STREET CA ORANGE $ 27 $ 45 $ 72.50
CUST TOTAL 27 45 72.50
56625 GREAT WESTERN CHEMICAL CO 3451 UNICORN #200 CA BAKERSFIELD $ 636 $ 636.59
02276 GREAT WESTERN CHEMICAL CO 860 WHARF STREET CA RICHMOND $ 749 $ 27 $ 776.50
59581 GREAT WESTERN CHEMICAL CO 520 ZEPHYR STREET CA STOCKTON $ 334 $ 334.10
CUST TOTAL 1,385 361 1,747.19
15129 GREENWALD INDUSTRIAL PRO 2507 51ST AVENUE MD HYATTSVILLE $ 80 $ 80.00
CUST TOTAL 80 80.00
90000 GREGORY RYAN INC 725 KEYSTONE DRIVE AL CLANTON $ 27 $ 27.50
CUST TOTAL 27 27.50
88605 GRINNELL CORPORATION 1411 LANCASTER AVE PA COLUMBIA $1,100 $ 1,100.88
CUST TOTAL 1,100 1,100.88
58094 GROW GROUP INC 101 LOUISVILLE AIR PARK KY LOUISVILLE $ 412 $ 412.50
69079 GROW GROUP INC 1354 OLD POST RD MD HAVRE DE GRACE $ 192 $ 192.50
CUST TOTAL 192 412 605.00
</TABLE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #59
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE
- ---- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
74521 GUARDSMAN PRODUCTS INC. 145 DIVIDEND ROAD CT ROCKY HILL $1,538 $150 $189 $2,032 $3,909.50
03946 GUARDSMAN PRODUCTS INC 1350 STEEL STREET MI GRAND RAPIDS $1,721 $ 225 $1,946.09
CUST TOTAL 3,259 150 189 2,257 5,855.59
64216 GUELPH PRODUCTS 500 LAIRD RD ON GUELPH $1,959 $1,766 $1,766 $5,492.30
1,959 1,766 1,766 5,492.30
85573 GULF COAST SPECIALTY PRO FRANK PETTEWAY B 1705 TX FREEPORT $ 185 $185.00
CUST TOTAL 185 185.00
80524 GULF OIL-CUMBERLAND FARM 777 DEDHAM STREET MA CANTON $1,051 $1,051.00
52908 GULF OIL-CUMBERLAND FARM 165 FLANDERS ROAD MA WESTBORO $90 $90.10
CUST TOTAL 1,051 90 1,141.10
58093 H B FULLER COMPANY PO BOX 1456 CA TULARE $ 556 $556.00
52149 H B FULLER COMPANY 12110 HARLAND DR GA COVINGTON $200 $200.00
01796 H B FULLER COMPANY 40 HAYES MEMORIAL DRIVE MA MARLBOROUGH $1,839 $1,839.50
76926 H B FULLER COMPANY 3530 LEXINGTON AVE N MN SAINT PAUL $ 791 $791.00
36265 H B FULLER COMPANY 3005 HOLTS CHAPEL ROAD NC GREENSBORO $6,508 $7,758 $8,963 $1,450- $21,779.35
83223 H B FULLER COMPANY 59 BRUNSWICK AVE NJ EDISON $1,316 $1,450 $2,766.00
18003 H B FULLER COMPANY 880 RANGEVIEW ROAD ON MISSISSAUGA $192 $192.50
13512 H B FULLER COMPANY PO BOX 7096 TN MEMPHIS $1,441 $925 $975 $3,341.75
CUST TOTAL 9,297 9,999 13,227 1,057- 31,466.10
58762 HC HYDROCARBONS INC. PO BOX 216 TX MANVEL $ 40 $40.00
CUST TOTAL 40 40.00
86736 H C I GEORGIA INC. 11 PIEDMONT CENTER GA ATLANTA $17,992 $34 $18,026.56
CUST TOTAL 17,992 34 18,026.56
80833 H H & K BURG DIL 836 BROADWAY NY ELMIRA $1,067 $1,067.11
CUST TOTAL 1,067 1,067.11
10797 H HELLER COMPANY 707 WESTCHESTER AVENUE NY WHITE PLAINS $679 $679.50
86274 H HELLER COMPANY 5025 ORBITOR DRIVE ON MISSISSAUGA $6,223 $6,223.45
CUST TOTAL 6,902 6,902.95
63168 H L BLACHFORD INC 140 W. NUCLEAR DRIVE IL W. CHICAGO $82 $82.50
CUST TOTAL 82 82.50
36250 H R SIMON & COMPANY 3515 MARMENCO COURT MD BALTIMORE $27 $27.50
CUST TOTAL 27 27.50
89495 HAARMAN AND REIMER, S.A. AV REP MEXICANA #200 MX DE LOS GARZA N $3,133 $2,933 $6,066.00
CUST TOTAL 3,133 2,933 6,066.00
52370 HAARMAN AND REIMER CORP 1000 RANDOLPH ST IN ELKHART $55 $55.00
89603 HAARMAN AND REIMER CORP SPRING STREET AT WATERFRO MN DULUTH $467 $467.50
66498 HAARMAN AND REIMER CORP 70 DIAMOND RD NJ SPRINGFIELD $4,118 $4,118.00
CUST TOTAL 4,585 55 4,460.50
67121 HACKENSACK WATER COMPANY LAKE SHORE DRIVE NJ HAWORTH $18,302 $52,645 $70,947.60
CUST TOTAL 18,302 52,645 70,947.60
</TABLE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #60
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE
- ---- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
39590 HALL CHEMICAL COMPANY PO BOX 200 OH WICKCLIFFE $225 $225.00
CUST TOTAL 225 225.00
25325 HALLIBURTON IND SERVICES PO BOX 297 OK DUNCAN $105 $105.00
CUST TOTAL 105 105.00
80454 HALLTOWN PAPERBOARD CO INC BOX 10 WV HALLTOWN $1,225 $1,225.00
CUST TOTAL 1,225 1,225.00
03813 HALTERMANN INCORPORATED 16717 JACINTOPORT BLVD TX HOUSTON $27 $27.50
CUST TOTAL 27 27.50
75622 HAMILTON STANDARD 1 HAMILTON ROAD CT WINDSOR LOCKS $26 $26.00
CUST TOTAL 26 26.00
36880 HAMPDEN-MATHIEU CORP PO BOX 558 MA SPRINGFIELD $210 $131 $2,053 $2,394.53
CUST TOTAL 210 131 2,053 2,394.53
11724 HAMPSHIRE CHEMICAL 5525 US 60 EAST KY OWENSBORO $412 $412.50
CUST TOTAL 412 412.50
22440 HAMPSHIRE CHEMICAL CORP 2 EAST SPITBORO RD NH NASHUA $6,114 $6,114.00
89585 HAMPSHIRE CHEMICAL CORP EVANS CHEMETICS NY WATERLOO $2,175 $2,175.00
CUST TOTAL 2,175 6,114 8,289.00
04084 HANGSTERFERS LABS INC OGDEN ROAD NJ MANTUA $275 $137 $605 $1,017.50
CUST TOTAL 275 137 605 1,017.50
78328 HANLIN CHEMICALS ONE CHASE CENTER NJ RAHWAY $10,386 $10,386.90
75900 HANLIN CHEMICALS P O DRAWER J WV MOUNDSVILLE $65,458 $65,458.42
83049 HANLIN CHEMICALS P O DRAWER J WV MOUNDSVILLE $13,095 $13,095.74
CUST TOTAL 88,941 88,941.06
85958 HAPAG-LLOYD CONTAINER LI 201 ST CHARLES ST LA NEW ORLEANS $2,180 $2,180.00
71570 HAPAG-LLOYD CONTAINER LI C/O MAHER TERMINAL NJ ELIZABETH $7,044 $2,013 $918 $9,976.84
67915 HAPAG-LLOYD CONTAINER LI 325 CHESTNUT STREET PA PHILADELPHIA $7,750 $22,422 $2,621 $32,794.51
59100 HAPAG-LLOYD CONTAINER LI 2855 MANGUM ROAD SUIT 4 TX HOUSTON $736 $1,824 $7,933 $10,493.01
CUST TOTAL 15,530 24,436 5,364 10,113 55,444.36
71756 HARBINGER RIVER STREET GA CALHOUN $318 $318.00
CUST TOTAL 318 318.00
73648 HARBISON WALKER REF CO OH WINDHAM $484 $484.00
CUST TOTAL 484 484.00
65681 HARCROS CHEMICAL INC 2675 CUMBERLAND PARKWAY GA ATLANTA $1,014- $1,014.73
82190 HARCROS CHEMICAL INC 5200 SPEAKER ROAD KS KANSAS CITY $27 $82 $758 $868.35
00109 HARCROS CHEMICAL INC 4330 GERALDINE AVENUE MO SAINT LOUIS $9,040 $55 $326 $146 $9,567.75
76317 HARCROS CHEMICAL INC ROUTE 3 - P O BOX 340 NH MERRIMACK $1,383 $50 $1,433.50
76981 HARCROS CHEMICAL INC 6 LONG ISLAND AVE NY HOLTSVILLE $137 $137.50
82450 HARCROS CHEMICAL INC P O BOX 13007 TN MEMPHIS $670 $294 $964.80
CUST. TOTAL 11,122 187 326 321 11,957.17
</TABLE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #61
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE
- ---- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
87637 HARCROS PIGMENTS 11 EXECUTIVE DRIVE IL FARVIEW HEIGHTS $3,500 $489 $3,989.60
CUST TOTAL 3,500 489 3,989.60
88634 HARCROSS CHEMICALS 2040 W RIVER ST IA DAVENPORT $1,795 $1,795.20
CUST TOTAL 1,795 1,795.20
79369 HARCROSS PIGMENTS 1525 WOOD AVE PA EASTON $82 $82.50
INC
CUST TOTAL 82 82.50
82499 HARDWICK CHEMICAL 2114 LARRY JEFFERS SC ELGIN $27 $27.50
RD
CUST TOTAL 27 27.50
09162 HARRIS CORPORATION PALM BAY ROAD FL PALM BAY $2,570 $2,570 $5,140.44
CUST TOTAL 2,570 2,570 5,140.44
59242 HARRISON RADIATOR 200 UPPPER NY LOCKPORT $27 $55 $82.50
MOUNTAIN RD
CUST TOTAL 27 82.50
37660 HARWICK CHEMICAL 60 SO SEIBERLING ST OH AKRON $3,887 $3,887.00
CO
CUST TOTAL 3,887 3,887.00
06772 HATCO CHEMICAL KING GEORGE POST NJ FORDS $27 $27.50
CORP ROAD
CUST TOTAL 27 27.50
86847 HAYES DANA 500 JAMES ST SOUTH ON ST MARYS $55 $55.00
CUST TOTAL 55 55.00
05264 HAYWOOD COMPANY 751 DUPREE STREET TN BROWNSVILLE $1,728 $1,728.00
CUST TOTAL 1,728 1,728.00
88470 HCI CHEMTECH DIST 6301 BIRMINGHAM MO KANSAS CITY $110 $110.00
INC ROAD
CUST TOTAL 110 110.00
05727 HEDWIN CORPORATION 1600 ROLAND MD BALTIMORE $1,622 $96 $76 $633 $2,427.00
HEIGHTS AVE
CUST TOTAL 1,622 96 76 633 2,427.00
38180 HEICO INC P O BOX 160 PA DELAWARE WTR $953 $953.58
GAP
CUST TOTAL 953 953.58
00827 HELENA CHEMICAL P O BOX 2338 AR W HELENA $82 $82.50
COMPANY
CUST TOTAL 82 82.50
62503 HELENE CURTIS 19161 EAST WALNUT CA CITY OF INDUST $165 $55 $220.00
INDUSTRIES
12928 HELENE CURTIS 4401 WEST NORTH IL CHICAGO $1,903 $1,903 $1,873 $5,679.00
INDUSTRIES AVENUE
CUST TOTAL 2,068 55 1,903 1,873 5,679.00
21646 HEMLOCK 12334 GEDDES ROAD MI HEMLOCK $515 $2,491 $3,006.00
SEMICONDUCTOR
CUST TOTAL 515 2,491 3,006.00
05156 HEMPT BROTHERS 205 CREEK ROAD PA CAMP HILL, CU $1,142 $1,142.73
07001 HEMPT BROTHERS HUMMEL AVENUE PA LEMOYNE $293 $293.53
CUST TOTAL 1,436 1,436.26
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 62
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------- --------------- -- --------------- --------- --------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
85763 HENDRICK MILES 100 MAIN STREET TX PRESIDIO $82 $ 82.50
CUST. TOTAL ......... 82 82.50
83660 HENKEL ADHESIVES 1345 GASKET DR IL ELGIN $137 $ 137.50
CUST. TOTAL ......... 137 137.50
62762 HENKEL ADHESIVES 2532 COMMERCE GA TUCKER $2,448 $ 80 $2,528.81
CORPORA PLACE CUST. TOTAL ......... 2,448 80 2,528.81
78534 HENKEL CANADA LTD 2290 ARGENTINA RD ON MISSISSAUGA $2,244 $2,244.42
78538 HENKEL CANADA LTD 165 REXDALE BLVD ON REXDALE $21 $64 $85.60
CUST. TOTAL ........ 21 2,308 2,330.02
65224 HENKEL CORP 1140 HARBOR WAY CA RICHMOND $27 27.50
SOUTH
22580 HENKEL CORP P O BOX 1047 GA CEDARTOWN $21,303 $7,852 $455 $6,687 $36,298.35
06983 HENKEL CORP P O BOX 191 IL KANKAKEE $957 $22 $979.90
84175 HENKEL CORP C/O CAMCO KY FLORENCE $55 $55.00
27443 HENKEL CORP P O 411729 NC CHARLOTTE $55 $55.00
64033 HENKEL CORP P O BOX 7044 NC CHARLOTTE $3,025 $55 $3,080.50
22620 HENKEL CORP FIRST & ESSEX STS NJ HARRISON $275 $55 $412 $742.50
77370 HENKEL CORP 1301 JEFFERSON ST NJ HOBOKEN $27 $27 $98- $43.00-
74736 HENKEL CORP P O BOX 1259 NJ SOMERVILLE $4,006 $4,006.60
02854 HENKEL CORP 4900 ESTE AVENUE OH CINCINNATI $270 $270.50
27450 HENKEL CORP PO BOX 429557 OH CINCINNATI $3,050 $685 $3,735.82
EMERY GROU
58024 HENKEL CORP P O BOX 818019 OH CLEVELAND $90,803 $17,053 $175 $666- $107,365.44
50176 HENKEL CORP 300 BROOKSIDE PA AMBLER $1,484 $75 $959 $2,518.00
AVENUE
14019 HENKEL CORP P O BOX 8 PA CASTANEA $2,259 $375 $2,634.50
83300 HENKEL CORP P O BOX 628 SC MAULDIN $9,341 $110 $27 $9,479.25
CUST. TOTAL......... 136,584 25,367 787 8,466 171,205.86
04725 HENKEL CORPORATION 25817 CLAWITER RD CA HAYWARD $3,153 $3,153.60
CUST. TOTAL......... 3,153 3,153.60
38530 HERCULES CANADA INC P O BOX 100 ON BURLINGTON $4,350 $1,903 $6,253.96
25805 HERCULES CANADA INC 4 ROBERT SPECK ON MISSISSAUGA $80 $80.00
PARKWAY
CUST. TOTAL......... 4,350 1,903 80 6,333.96
14696 HERCULES FIBERS ALCOVEY ROAD GA COVINGTON $1,028 $1,028.00
CUST. TOTAL......... 1,028 1,028.00
89468 HERCULES INCORPORATED C/O CHEMICAL CT BRANFORD $58,454 $2,352 $455 $1,014 $62,276.37
LEAMAN TANK
22328 HERCULES INCORPORATED MIDDLETON DE MIDDLETOWN $1,876 $1,876.50
INDUSTRIAL PAR
38460 HERCULES INCORPORATED 13TH & MARKET DE WILMINGTON $2,291 $24 $71 $2,048 $4,434.50
STREETS
83313 HERCULES INCORPORATED 3RD FLOOR DE WILMINGTON $319 $319.80
38360 HERCULES INCORPORATED COOK ST GA BRUNSWICK $7,656 $7,656.50
38400 HERCULES INCORPORATED P O BOX 2249 GA SAVANNAH $2,621 $687 $3,309.00
38550 HERCULES INCORPORATED 1111 GRATTAN ST MA CHICOPEE $405 $247 $1,175 $1,827.50
16884 HERCULES INCORPORATED P O BOX 1027 MI KALAMAZOO $7,713 $640 $8,353.50
38560 HERCULES INCORPORATED P O DRAWER 1937 MS HATTIESBURG $8,453 $8,453.00
38490 HERCULES INCORPORATED L NECK RD NJ BURLINGTON $4,551- $4,551.68-
83198 HERCULES INCORPORATED 50 NORTH MARKET NJ GIBBSTOWN $19,395 $352 $19,748.00
STREET
38510 HERCULES INCORPORATED MOUNT ARLINGTON NJ KENVIL $10,950 $2,750 $165 $13,865.00
GATE
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 63
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------- --------------- -- --------------- --------- --------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
37805 HERCULES INCORPORATED RT 837 & MADISON PA W ELIZABETH $3,741 $3,741.50
AVENUE
38480 HERCULES INCORPORATED P O BOX 656 VA FRANKLIN $23,047 6,420 $1,189 $30,657.92
07224 HERCULES INCORPORATED CALLER SERVICE 1 VA RADFORD $2,268 $2,268.50
CUST. TOTAL......... 148,874 13,227 938 1,196 164,235.91
75633 HERITAGE ENVIRONMENTAL 4132 POMPANO ROAD NC CHARLOTTE $400 $400.00
S
CUST. TOTAL........ 400 400.00
08991 HESS & CLARK 7TH & ORANGE OH ASHLAND $625 $625.00
INCORPORATE STREETS
CUST. TOTAL........ 625 625.00
79931 HEXACOMB CORPORATION 2001 MARLBORO NC FARMVILLE $733 $733.55
ROAD
CUST. TOTAL........ 733 733.55
01229 HICKORY SPRINGS MFG CO P O BOX 2948 NC HICKORY $110 $110.00
CUST. TOTAL........ 110 110.00
77311 HICKSON DANCHEM 1975 RICHMOND VA DANVILLE $894 $992 $1,886.50
CORPORAT BLVD
CUST. TOTAL........ 894 992 1,886.50
80330 HIGH POINT CHEMICAL 243 WOODBINE NC HIGH POINT $2,827 $2,827.05
CORP STREET CUST. TOTAL........ 2,827 2,827.05
C 28122 HILL BROTHERS CHEMICAL 15017 EAST CLARK CA CITY OF INDUST $2,730 $2,730.00
STREET
CUST. TOTAL........ 2,730 2,730.00
53267 HILTON DAVIS COMPANY 2235 LANGDON OH CINCINNATI $505 $537 $25 $1,067.50
FARM
CUST. TOTAL........ 505 537 25 1,067.50
09466 HIMONT USA INC 2 LITTLE FALLS DE WILMINGTON $150 $150.00
CENTRE
72193 HIMONT USA INC P O BOX 15439 DE WILMINGTON $1,155 $1,155.00
CUST. TOTAL........ 1,155 150 1,305.00
88981 HOECHST CELANESE SOU-TEX PLANT NC MOUNT HOLLY $27 $4,460 $4,488.05
CHEMICAL
CUST. TOTAL........ 27 4,460 4,488.05
01841 HOECHST CELANESE CORP P O BOX 64 AL BUCKS $275 $330 $35- $569.70
06742 HOECHST CELANESE CORP P O BOX 133 IL ARGO $565 $934 $1,499.62
59650 HOECHST CELANESE CORP P O BOX 1026 NC CHARLOTTE $69- $69.00-
04587 HOECHST CELANESE CORP EAST CATAWBA NC MOUNT HOLLY $110 $137 $247.50
AVENUE
60556 HOECHST CELANESE CORP HWY 70 W BOX 4 NC SALISBURY $1,260 $1,260.00
14850 HOECHST CELANESE CORP 331-345 DOREMUS NJ NEWARK $9,430 $557 $1,400 $1,380 $12,768.95
AVE
06663 HOECHST CELANESE CORP P O BOX 1259 NJ SOMERVILLE $31,682 $2,379 $3,223 $4,126 $41,412.38
61750 HOECHST CELANESE CORP 50 MEISTER AVE NJ SOMERVILLE $110 $987 $1,097.00
02480 HOECHST CELANESE CORP 500 WASHINGTON ST RI COVENTRY $3,478 $750 $27 $4,256.75
14790 HOECHST CELANESE CORP 2850 CHERRY ROAD SC ROCK HILL $3,315 $2,042 $5,357.50
05563 HOECHST CELANESE CORP P O BOX 428 TX BISHOP $11,137 $5,397 $220 $1,583 $18,338.27
03569 HOECHST CELANESE CORP P O BOX 569320 TX DALLAS $1,854 $166 $2,020.00
83204 HOECHST CELANESE CORP P O BOX 819005 TX DALLAS $375 $375.00
09360 HOECHST CELANESE CORP P O BOX 58190 TX HOUSTON $50 $303 $353.00
77732 HOECHST CELANESE CORP P O BOX 58160 TX HOUSTON $1,446 $1,446.94
15010 HOECHST CELANESE CORP P O BOX 937 TX PAMPA $577 $2,748 $3,325.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 64
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------- --------------- -- --------------- --------- --------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10438 HOECHST CELANESE CORP 12212 PORT ROAD TX PASADENA $27 $27.50
72471 HOECHST CELANESE CORP 3340 W NORFOLK VA PORTSMOUTH $402 $402.50
ROAD
85890 HOECHST CELANESE CORP 801 WATER STREET VA PORTSMOUTH $27 $27.50
60966 HOECHST CELANESE CORP P O BOX 78 SC CARLISLE $2,582 $2,582.40
CUST. TOTAL....... 60,481 13,717 8,208 14,892 97,299.01
38335 HOFFMAN LA ROCHE INC P O BOX 238 NJ BELVIDERE $472 $472.50
39050 HOFFMAN LA ROCHE INC 1153 BLOOMFIELD NJ NUTLEY $11,563 $175 $11,738.32
AVE
CUST. TOTAL....... 12,035 175 12,210.82
82105 HOFFMAN WATER 120 GRACEY AVE CT MERIDEN $1,635 $1,635.31
TREATING C
CUST. TOTAL..... 1,635 1,635.31
51640 HOLLAND COMPANY INC 153 HOWLAND MA ADAMS $5,001 $5,001.38
AVENUE
CUST. TOTAL....... 5,001 5,001.38
39880 HOLLINGSWORTH & VOSE CO 112 WASHINGTON ST MA E WALPOLE $1,930 $1,930.36
38375 HOLLINGSWORTH & VOSE CO 219 TOWNSEND RD MA W GROTON $1,143 $1,143.00
09600 HOLLINGSWORTH & VOSE CO EASTON MILL NY GREENWICH $880 $880.55
CUST. TOTAL...... 3,953 3,953.91
01724 HOLTRA CHEMICAL INC 159 BODEN LANE MA NATICK 16,368 $16,368.00
50736 HOLTRA CHEMICAL INC 395 HOOK ROAD NJ BAYONNE $1,120 $648 $982 $637 $3,388.38
CUST. TOTAL..... 17,488 648 982 637 19,756.38
87882 HOLTRACHEM 309-327 AVENUE P NJ NEWARK $300 $300.00
CUST. TOTAL....... 300 300.00
06144 HOOVER UNIVERSAL INC HIGHWAY 68 E KY CADIZ $82 $82.50
CUST. TOTAL....... 82 82.50
62420 HOPEWELL REGIONAL RT 10 HUMMEL VA HOPEWELL $165 $165.00
FACILI ROSS RD
CUST. TOTAL....... 165 165.00
83307 HORIZON INDUSTRIES INC SOUTH INDUSTRIAL GA CALHOUN $2,862 $2,862.00
BLVD
CUST. TOTAL........ 2,862 2,862.00
81144 HORSEHEAD RESOURCE 300 FRANKFORD RD PA MONACA $5,201 $5,201.18
DEVEL
CUST. TOTAL........ 5,201 5,201.18
88413 HOUSMEX INC 17001 NORTH TX HOUSTON $8,194 $4,277 $12,471.00
CHASE DRIVE
CUST. TOTAL....... 8,194 4,277 12,471.00
81778 HOWELL CHEMICAL 1201 SOUTH TX CHANNELVIEW $260 $130 $390.00
CO SHELDON ROAD
CUST. TOTAL....... 260 130 390.00
17750 HOYER USA INCORPORATED 136 CENTRAL NJ CLARK $26,766 $5,226 $865 $32,858.10
AVENUE
78703 HOYER USA INCORPORATED 2 NORTH POINT RD TX HOUSTON $805 $805.50
CUST. TOTAL....... 26,766 5,226 1,671 33,663.60
10179 HULS AMERICA RANGE LINE ROAD AL MOBILE $165 $165.00
17690 HULS AMERICA ROUTE 297 MD CHESTERTOWN $504 $504.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 65
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ---------------- -- -------------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00973 HULS AMERICA TURNER PLACE NJ PISCATAWAY $16,024 $1,402 $ 136 $ 4,555 $22,117.80
87536 HULS AMERICA C/O FTS FREIGHT NJ SOMERVILLE $4,014 $ 4,014.40
PAYMENT
87609 HULS AMERICA % FTS FREIGHT NJ SOMERVILLE $ 3,472 $3,225 $ 9,675 $16,372.50
PAYMENT PL
CUST. TOTAL........ 20,165 5,416 3,361 14,230 43,173.70
83772 HULS AMERICA/C/O 80 CENTENNIAL NJ PISCATAWAY $ 1,584 $ 1,584.30
BDP INT AVE
CUST. TOTAL........ 1,584 1,584.30
65882 HULS CANADA INC 235 ORENDA ROAD ON BRAMALEA $ 412 $ 4,850 $ 5,262.72
CUST. TOTAL........ 412 4,850 5,262.72
39415 HUMKO PRODUCTS P O BOX 398 TN MEMPHIS $ 90 $ 90.00
CUST. TOTAL........ 90 90.00
87427 HUMPHREY CHEMICAL CAMBREX NJ CARLSTADT $ 4,316 $ 130 4,446.10
COMPAN FINE CHEMICALS G
88672 HUMPHREY CHEMICAL C/O CAMBREX FINE NJ CARLSTADT $ 2,900 $ 2,900 $ 5,800.00
COMPAN CHEMICA
CUST. TOTAL........ 7,216 3,030 10,246.10
89826 HUNT PRODUCTS HUNT PRODUCTS TX DALLAS $ 55 $ 55.00
CO DIV
CUST. TOTAL........ 55 55.00
00952 HUNTSMAN CHEMICAL 6 RIVERSIDE IND GA ROME $ 672 $ 672.00
PARK
19370 HUNTSMAN CHEMICAL P O BOX 600 OH BELPRE $ 275 $ 1,622 $ 1,897.50
52858 HUNTSMAN CHEMICAL 5100 BAINBRIDGE VA CHESAPEAKE $ 6,185 $8,616 $9,077 $ 9,913 $33,792.50
BLVD
CUST. TOTAL........ 6,460 9,288 9,077 11,536 36,362.00
89978 HUNTSMAN CHEMICAL C/O CTI LOGISTICS NJ RAHWAY $ 6,984 $ 6,984.00
CORP INC
CUST. TOTAL........ 6,984 6,984.00
88107 HUNTSMAN FILM 300 EAGLE GATE UT SALT LAKE $ 27 $ 27.50
PRODUCTS C TOWER CITY
CUST. TOTAL........ 27 27.50
73894 HYCHEM INC P O BOX 250 GA RICEBORO $ 265 $ 265.00
CUST. TOTAL........ 265 265.00
04168 HYDRITE CHEMICAL 7300 WEST BRADLEY WI MILWAUKEE $ 2,249 $ 2,249.41
COMPANY ROAD
CUST. TOTAL........ 2,249 2,249.41
87300 HYDRITE CHEMICALS 49 SOUTH STREET IL PARK FOREST $ 549 $ 558 $ 1,107.05
CUST. TOTAL........ 549 558 1,107.05
C 87295 HYDRO SERVICES 6410 STATE LINE AR TEXARKANA $2,115 $ 2,115.75
RD
CUST. TOTAL 2,115 2,115.75
06376 I P I P O BOX 70 MO ELKTON $ 27 $1,453 $ 1,481.34
CUST. TOTAL........ 27 1,453 1,481.34
33175 I S P CHEMICALS RTE 95 INDUSTRIAL KY CALVERT CITY $ 2,806 $ 2,806.36
INC AVENUE
CUST. TOTAL........ 2,806 2,806.36
54043 IBM CORP P O BOX 1000 NY HOPEWELL JUNCT $ 136 $ 136.00
07714 IBM CORP P O BOX 1400/ NY POUGHKEEPSIE $ 104 $ 338 $ 442.00
DEPT. 870 CUST. TOTAL........ 240 338 578.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 66
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ---------------- -- -------------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
66083 ICI AMERICAS INC 560 PIER A PLACE CA WILMINGTON $ 137 $ 137.50
40400 ICI AMERICAS INC CONCORD PIKE & DE WILMINGTON $ 474 $ 184 $ 195- $ 463.00
MURPHY RD
89627 ICI AMERICAS INC 3411 SILVERSIDE DE WILMINGTON $ 624 $1,478 $ 915 $ 3,017.87
ROAD
90076 ICI AMERICAS INC 3411 SILVERSIDE DE WILMINGTON $ 2,760 $ 2,760.00
ROAD
89361 ICI AMERICAS INC C/O RUBICON INC LA GEISMAR $ 3,603 $1,874 $ 5,477.00
39355 ICI AMERICAS INC 333 MAIN STREET MA DIGHTON $ 50 $ 50.00
05600 ICI AMERICAS INC P O BOX 17631 MO SAINT LOUIS $26,724 $5,557 $2,240 $ 3,878 $38,400.01
39365 ICI AMERICAS INC P O BOX 31786 NC CHARLOTTE $ 40 $ 40.00
CUST. TOTAL......... 34,185 8,909 3,339 3,910 50,345.38
65866 ICI AMERICAS P O BOX 152 TN MT PLEASANT $ 165 $ 998 $ 1,163.50
INC/AGRI PR CUST. TOTAL......... 165 998 1,163.50
02558 ICI CANADA INC P O BOX 1299 ON CORNWALL $ 3,902 $ 225 $ 4,127.96
10089 ICI CANADA INC P O BOX 1900 ON COURTRIGHT $ 64 $ 64.20
CUST. TOTAL......... 3,967 225 4,192.16
52259 ICI EXPLOSIVES P O BOX 271 PA TAMAQUA $ 433 $ 433 $ 866.00
CUST. TOTAL......... 433 433 866.00
02667 ICI NITROGEN PRODUCTS P O BOX 5201 ON LONDON $25,791 $2,958 $1,582 $ 571 $30,904.23
CUST. TOTAL......... 25,791 2,958 1,582 571 30,904.23
60122 ICI SPECIALTY INKS 3730 OLD TASSO TN CLEVELAND $ 876 $1,504 $ 2,380.00
ROAD NE
CUST. TOTAL......... 876 1,504 2,380.00
89793 ICS CHEMICAL 5401 W KENNEDY FL TAMPA $3,316 $ 3,316.75
BLVD
81208 ICS CHEMICAL 135 PINEVIEW NY AMHERST $1,177 $ 1,177.50
DRIVE
CUST. TOTAL......... 3,316 1,177 4,494.25
40380 IDEAL CHEM & SUPPLY P O BOX 18698 TN MEMPHIS $20,135 $1,773 $21,908.78
CUST. TOTAL......... 20,135 1,773 21,908.78
40255 IFF 600 STATE NJ HAZLET $28,557 $1,968 $ 605 $3,168 $34,298.95
HIGHWAY 36
40275 IFF 800 ROSE LANE NJ UNION BEACH $ 260 $ 260.00
CUST. TOTAL......... 28,817 1,968 605 3,168 34,558.95
87010 IFF DE MEXICO % CEGO GROUP TX LAREDO $ 1,158 $ 1,158.00
CUST. TOTAL......... 1,158 1,158.00
87013 IQI PETROLEUM 461 FROM RD NJ PARAMUS $ 71- $ 71.00-
SPECIALTIE CUST. TOTAL......... 71- 71.00-
00747 IGLOO PRODUCTS CORP P O BOX 19322 TX HOUSTON $ 247 $ 137 $ 385.00
CUST. TOTAL......... 247 137 385.00
26154 IMEX FORWARDING AGENCY P O BOX 1326 TX LAREDO $ 280 $ 280.00
CUST. TOTAL......... 280 280.00
72651 IMPACT PLASTIC INC 780 FOUR ROD RD CT KENSINGTON $ 6,449 $1,523 $ 822 $ 8,794.91
CUST. TOTAL......... 6,449 1,523 822 8,794.91
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 67
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ---------------- -- -------------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
56265 IMPERIAL OIL LIMITED CHRISTINA & ON SARNIA $ 82 $ 82.50
CLIFFORD
CUST. TOTAL......... 82 82.50
45600 IMPERIAL WALLPAPER CO UNDERWOOD AVE NY PLATTSBURGH $ 2,189 $ 2,189.44
CUST. TOTAL......... 2,189 2,189.44
05446 IMPERIAL WEST CHEMICAL 1701 WILBUR CA ANTIOCH $54,853 $3,864 $ 336- $8,054 $66,436.67
C AVENUE
CUST. TOTAL......... 54,853 3,864 336- 8,054 66,436.67
75760 INCEPTOR INC 2970 AIRPORT HWY OH TOLEDO $ 27 $ 27.50
CUST. TOTAL......... 27 27.50
72098 INCO ALLOYS INTERNATIONA ROUTE 23 KY BURNAUGH $ 348 $ 348.00
27881 INCO ALLOYS INTERNATIONA RIVERSIDE ROAD WV HUNTINGTON $ 490 $ 490.50
CUST. TOTAL......... 838 838.50
41640 INCO LTD ACCOUNTS PAYABLE ON COPPER CLIFF $ 4,562 $2,252 $ 6,814.97
CUST. TOTAL......... 4,562 2,252 6,814.97
23118 INDCO INC N RAILROAD & NJ GLOUCESTER CIT $ 960 $ 480 $ 1,440.00
ESSEX ST
CUST. TOTAL......... 960 480 1,440.00
07253 INDEPENDENT CEMENT CORP P O BOX 12-310 NY ALBANY $ 250 $ 436 $ 107 $3,147 $ 3,942.36
08674 INDEPENDENT CEMENT CORP P O BOX 1008 NY BUFFALO $ 133- $ 133.43-
CUST. TOTAL......... 250 436 107 3,O14 3,808.93
88708 INDOLEX 5675 KENNEDY ROAD ON MISSISSAUGA $ 53 $ 53.5O
CUST. TOTAL......... 53 53.5O
05168 INDOPCO INC CEDAR SPRINGS RD NC SALISBURY $ 110 $ 110.00
CUST. TOTAL......... 110 110.00
50287 INDUSTRIAL ADHESIVES 130 N CAMPBELL IL CHICAGO $ 45 $ 45.00
AVE
CUST. TOTAL......... 45 45.00
64289 INDUSTRIAL CHEM-TEX P O BOX 6964 TX LONGVIEW $ 935 $1,250 $ 2,186.04
CUST. TOTAL......... 935 1,250 2,186.04
54680 INDUSTRIAL CHEMICALS 12801 NEWBURGH MI LIVONIA $ 27 $ 27.50
ROAD
89756 INDUSTRIAL CHEMICALS 885 W SMITH ROAD OH MEDINA $ 416 $ 416.24
CUST. TOTAL......... 443 443.74
71713 INDUSTRIAL GROUP CORP 3 PERKINS WAY MA NEWBURYPORT $ 5,217 $ 5,217.84
CUST. TOTAL......... 5,217 5,217.84
77400 INDUSTRIAL SOLVENTS CORP P O BOX 125 MI SAINT LOUIS $ 2,379 $ 2,379.42
CUST. TOTAL......... 2,379 2,379.42
61372 INDUSTIAS ASTROL 8535 SAN GABRIEL TX LAREDO $ 900 $ 900.00
DR
CUST. TOTAL......... 900 900.00
80421 INDUSTRIAS RESISTOL S A KM 52.5 MX LERMA EDO $ 1,950 $ 1,950.00
CUST. TOTAL......... 1,950 1,950.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 68
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ----------- ------------------ ------------------- -- ------------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
76325 INGRAM BARGE PO BOX 23049 TN NASHVILLE $480 $480.00
CUST. TOTAL ...... 480 480.00
90068 INLAND FISHER DIV OF GENERAL TX BROWNSVILLE $ 2,499 $ 2,499.00
GUIDE RIMI MOTORS CUST. TOTAL....... 2,499 2,499.00
59990 INLAND ORANGE INC OLD HIGHWAY 87 TX ORANGE $600 $600.00
CUST. TOTAL....... 600 600.00
33920 INLAND ROME INC 238 MAYS BRIDGE GA ROME $ 2,895 $ 2,895.59
ROAD CUST. TOTAL....... 2,895 2,895.59
43960 INDLEX CORPORATION JACKSON & SWANSON PA PHILADELPHIA $14,319 $6,842 $209 $21,370.88
STS CUST. TOTAL....... 14,319 6,842 209 21,370.88
41390 INSTA FOAM 2050 NO BROADWAY IL JOLIET $192 $235 $427.50
CUST. TOTAL....... 192 235 427.50
66915 INSULATING 1 CAMPBELL ROAD NY SCHENECTADY $2,249 $141 $2,391.02
MATERIALS INC CUST. TOTAL....... 2,249 141 2,391.02
69819 INTAC AUTOMOTIVE PO BOX 339 IL LEMONT $1,035 $641 $1,676.00
PRDT IN CUST. TOTAL....... 1,035 641 1,676.00
56570 INTER PACK CORP 399 DETROIT AVENUE MI MONROE $549 $24 $573.00
CUST. TOTAL....... 549 24 573.00
76879 INTERAMERICA JEFFERSON & PINDER TX LAREDO $980 $980.00
FORWARDING STREE CUST. TOTAL....... 980 980.00
85243 INTERCONTINENTAL 1985 N CENTRAL AVE TX BROWNSVILLE $2,470 $2,470.00
FWG CUST. TOTAL....... 2,470 $2,470.00
89542 INTERCORP MEXICO GUADALUPE NUEVO MX MEXICO $1,229 $1,229 $2,458.00
S A DE LEON CUST. TOTAL....... 1,229 1,229 2,458.00
78719 INTERCORP MEXICO GUERRERO 213 A SUR MX CO GUADALUPE N $938 $1,876 $938 $3,752.00
S A DE CUST. TOTAL....... 938 1,876 938 3,752.00
74110 INTERFLOW USA 363 N SAM HOUSTON TX HOUSTON $8,719 $2,446 $3,461 $14,627.19
PKWY E CUST. TOTAL....... 8,719 2,446 3,461 14,627.19
22312 INTERLUBE 4646 BAKER AVENUE OH CINCINNATI $2,133 $2,133.51
CORPORATION CUST. TOTAL....... 2,133 2,133.51
82379 INTERNATIONAL P O BOX 24686 FL TAMPA $1,736 $1,736.23
CONTAINER
64466 INTERNATIONAL 66 YORK STREET NJ JERSEY CITY $1,680 $8,674 $9,456 $30,897 $50,708.49
CONTAINER CUST. TOTAL....... 3,416 8,674 9,456 30,897 52,444.72
89827 INTERNATIONAL 100 DICKMON RD AL BAY MINETTE $1,164 $1,164.00
PAPER CO
10193 INTERNATIONAL P O BOX 7069 AR PINE BLUFF $340 $340.75
PAPER CO
41120 INTERNATIONAL P O BOX 312 LA BASTROP $7,959 $292 $8,252.25
PAPER CO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 69
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ----------- ------------------ ------------------- -- ------------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00205 INTERNATIONAL OFF HIGHWAY 509 LA MANSFIELD $735 $735.17
PAPER CO
01483 INTERNATIONAL P O BOX 20 RILEY ME JAY $8,785 $4,585 $1,714 $687 $15,771.50
PAPER CO ROAD
40575 INTERNATIONAL P O BOX 311 MS NATCHEZ $777 $777.00
PAPER CO
41610 INTERNATIONAL P O BOX 1362 NY TICONDEROGA $91 $91.00
PAPER CO
53229 INTERNATIONAL P O BOX 797 NY TUXEDO PK $3,771 $3,771.00
PAPER CO
27231 INTERNATIONAL KAMINSKI STREET SC GEORGETOWN $1,835 $1,835.00
PAPER CO
84292 INTERNATIONAL P O BOX 946 TN MEMPHIS $509 $82 $591.50
PAPER CO CUST. TOTAL....... 19,314 5,749 2,223 6,042 33,329.17
08161 INTERNATIONAL 300 NORTH HAVEN CA ONTARIO $617 $1,667 $2,285.41
PERMALITE CUST. TOTAL....... 617 1,667 2,285.41
86418 INTERNATIONAL 8945 GUILFORD ROAD MD COLUMBIA $635 $635.18
RESOURCES CUST. TOTAL....... 635 635.18
52479 INTERPLAST 199 GARIBALDI NJ LODI $137 $137.50
UNIVERSAL IND AVENUE CUST. TOTAL....... 137 137.50
01057 INTERPLASTICS 1545 SOUTH OLIVE IN SOUTH BEND $395 $395.00
CORPORATIO CUST. TOTAL....... 395 395.00
58104 INTERPOLYMER CORP 7501 DISTRIBUTION KY LOUISVILLE $15,667 $8,371 $720- $23,318.50
DRIVE CUST. TOTAL....... 15,667 8,371 720- 23,318.50
72655 INTERPROVINCIAL 945 MARION ST MB WINNIPEG $160 $160.00
COOPERAT CUST. TOTAL....... 160 160.00
07323 INTERSOL IND CORP P O BOX 270383 FL TAMPA $2,250 $ 2,250.01
CUST. TOTAL....... 2,250 2,250.01
74498 INTERSTATE CHEMICAL 2797 FREEDLAND ROAD PA HERMITAGE $91 $91.75
CO
04841 INTERSTATE CHEMICAL 2797 FREEDLAND ROAD PA W MIDDLESEX $230 $230.00
CO
CUST. TOTAL....... 91 230 321.75
41810 INTERSTATE GRACESON & MEADE ST PA READING $110 $110.00
CONTAINER CO
CUST. TOTAL....... 110 110.00
81678 INTERSTATE RACING 8128 SUBET RD MD BALTIMORE $137 $137.50
FUEL
CUST. TOTAL....... 137 137.50
82904 INTROSUL INC 404 SEARS ROAD GA PERRY $125 $125.00
CUST. TOTAL....... 125 125.00
89011 INX INTERNATIONAL 1860 WESTERN DRIVE IL WEST CHICAGO $1,155 $1,155.32
INK CO
CUST. TOTAL....... 1,155 1,155.32
87327 IONPURE 8211 COUNTRY CLUB IN INDIANAPOLIS $45- $45.00-
TECHNOLOGIES COR PLACE
CUST. TOTAL....... 45- 45.00-
50837 ISOCYANATE PRODUCTS 12243 BRANFORD CA SUN VALLEY $691 $691.80
INC STREET CUST. TOTAL....... 691 691.80
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 70
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ----------- ------------------ ------------------- -- ------------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
84353 ITT TEVES AMERICA 111 W LOVERS LANE VA CULPEPER $945 $945.01
CUST. TOTAL....... 945 945.01
89142 ITTC P O BOX 750 NY PLATTSBURGH $13,431 $9,366 $5,033 $27,831.42
CUST. TOTAL....... 13,431 9,366 5,033 27,831.42
89058 ITW DEVCON 36 ENIDCOTT ST WA DANVERS $82 $247 $330.00
CUST. TOTAL....... 82 247 330.00
72359 IVAX INDUSTRIES 12 FACTORY LANE NJ MIDDLESEX $495 $110 $605.00
CUST. TOTAL....... 495 110 605.00
53831 IVEX CORPORATION 218 CLEVELAND OH CHAGRIN FALLS $1,036 $1,036.00
STREET
CUST. TOTAL....... 1,036 1,036.00
74969 IZUMI CORPORATION COUNTRY RD 101 NY YAPHANK $14,559 $12,349 $11,935 $38,843.97
CUST. TOTAL....... 14,559 12,349 11,935 38,843.97
42240 J&L SPECIALITY P O BOX 3373 PA PITTSBURGH $82 $151 $233.75
PRODUCTS
CUST. TOTAL....... 82 151 233.75
07342 J B EURELL COMPANY 45 WEST SCOTTDALE PA LANSDOWNE $920 $920.00
ROAD
CUST. TOTAL....... 920 920.00
06949 J L PRESCOTT 16750 S VINCENNES IL S HOLLAND $488 $488.00
COMPANY ROAD
CUST. TOTAL....... 488 488.00
86356 J M HUBER P O BOX P TN ETOWAH $11,000 $6,600 $4,400 $22,000.00
CORPORATION
CUST. TOTAL....... 11,000 6,600 4,400 22,000.00
51309 J R SIMPLOT COMPANY 16777 SO HOWLAND CA LATHROP $358 $358.91
AVENUE CUST. TOTAL....... 358 358.91
88024 J STERLING SERVICE 7550 SANTA FE DRIVE IL HODGKINS $550 $550.00
CO
CUST. TOTAL....... 550 550.00
62498 J T BAKER CHEMICAL 1223 GROVE ROAD PA PITTSBURGH $50- $50.34-
CO
CUST. TOTAL....... 50- 50.34-
06300 J T BAKER INC 600 N BROAD NJ PHILLIPSBURG $28,188 $7,388 $4,916 $14- $40,479.32
CUST. TOTAL....... 28,188 7,388 4,916 14- 40,479.32
90241 JACKSON CHEMICAL P O BOX 616 NJ LIVINGSTON $1,690 $1,690.31
CUST. TOTAL....... 1,690 1,690.31
78804 JACKSON IND 240 MITCHELL AVE MS JACKSON $48 $48.00
UNIFORM SERV
CUST. TOTAL....... 48 48.00
90099 JAMES RIVER 2101 WILLIAMS ST CA SAN LEANDRO $1,006 $1,006.80
CORPORATION
63383 JAMES RIVER P O BOX 218 LA ST FRANCISVILL 1,372 $1,372.50
CORPORATION
04439 JAMES RIVER 100 ISLAND AVE MI PARCHMENT $8,341 $8,341.81
CORPORATION
69250 JAMES RIVER FRENCH TOWN ROAD NJ MILFORD $655 $655.00
CORPORATION
CUST. TOTAL....... 10,003 1,372 11,376.11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 71
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ----------- ------------------ ------------------- -- ------------- --------- --------- --------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
59215 JAMESTOWN PLYWOOD 34 STEEL STREET NY JAMESTOWN $110 $110.00
CUST. TOTAL . . . . 110 110.00
03407 JEEP CORPORATION 940 NORTH COVE OH TOLEDO $27 $27.50
BOULEVARD CUST. TOTAL . . . . 27 27.50
09674 JET PLASTICA 1100 SWAB RD PA HATFIELD $110 $110.00
CUST. TOTAL . . . . 110 110.00
00209 JETCO CHEMICAL INC. E. HWY 31 TX CORSICANA $40 $40.00
CUST. TOTAL . . . . 40 40.00
23550 JOHN C. DOLPH NEW ROAD NJ MONMOUTH JCT $82 $140 $223.00
CUST. TOTAL . . . . 82 140 223.00
64698 JOHN DEERE & COMPANY VINE & MADISON IA OTTUMWA $2,642 $2,642.50
CUST. TOTAL . . . . 2,642 2,642.50
38640 JOHN R HESS & P.O. BOX 3615 RI CRANSTON $1,411 $37 $1,448.50
SONS INC. CUST. TOTAL . . . . 1,411 37 1,448.50
87308 JOHNSON & JOHNSON 50 GEORGE STREET NJ N. BRUNSWICK $5,778 $9,032- $3,254.50-
86235 JOHNSON & JOHNSON P.O. BOX 217 NJ SKILLMAN $18,212 $14,667- $3,545.50
CUST. TOTAL . . . . 18,212 5,778 23,699- 291.00
84251 JOHNSON & JOHNSON INC. 7101 NOTRE-DAME EST PO MONTREAL $2,876 $2,876.10
CUST. TOTAL . . . . 2,876 2,876.10
82710 JOHNSON CONTROLS INC. 2525 NORTH SIXTH IN VINCENNES $137 $137.50
STREET
60952 JOHNSON CONTROLS INC. PO BOX 116 ON ORANGEVILLE $27 $220 $247.50
77024 JOHNSON CONTROLS INC. 1890 MINES ROAD TN PULASKI $27 $27.50
CUST. TOTAL . . . . 55 357 412.50
39530 JOHNSON CONTROLS LTD 100 TOWNLINE ROAD ON TILLSONBURG $135 $135.00
CUST. TOTAL . . . . 135 135.00
82015 JOHNSON MERCHANTILE FRONT STREET NC HAMILTON $150 $150.00
CO CUST. TOTAL . . . . 150 150.00
65974 JONES CHEMICAL 520 W. TENTH AVE LA RESERVE $1,629 $1,629.84
COMPANY
42340 JONES CHEMICAL 2500 WANDERHOOF RD OH BARBERTON $414 $100 $100 $425 $1,039.80
COMPANY CUST. TOTAL . . . . 414 100 100 2,054 2,669.64
52161 JONES HAMILTON PO BOX 464 CA NEWARK $12,443 $1,033 $13,476.90
CUST. TOTAL . . . . 12,443 1,033 13,476.90
56287 JONES PLASTIC & 2410 PLANTSIDE DRIVE KY JEFFERSONTOWN $1,782 $238 $1,100 $3,121.10
ENGINEER CUST. TOTAL . . . . 1,782 238 1,100 3,121.10
61039 JUAN B. CARRANZA 109 FLETCHA LANE TX LAREDO $140 $140.00
CUST. TOTAL . . . . 140 140.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 72
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ----------- ------------------ ------------------- -- ------------- --------- --------- --------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
89600 JUAN DURAN FWG 1650 CENTRAL AVE TX BROWNSVILLE $900 $900.00
CUST. TOTAL . . . . 900 900.00
55140 K & D INDUSTRIAL 2962 VENTURE DR MI MIDLAND $478 $505 $983.50
CLEANER CUST. TOTAL . . . . 478 505 983.50
88345 K & S INDUSTRIES LTD PO BOX 297 CT GEORGETOWN $1,634 $1,634.00
CUST. TOTAL . . . . 1,634 1,634.00
10348 K CHEMICAL 1200 SUMMER STREET CT STAMFORD $1,920- $1,920.00-
CORPORATION CUST. TOTAL . . . . 1,920- 1,920.00-
67280 K J QUINN & COMPANHY 135 FOLLY MILL ROAD NH SEABROOK $247 $247.50
CUST. TOTAL . . . . 247 247.50
79493 KAISER ALUMINUM INTERNATIONAL BILLING LA GRAMERCY $5,040 $5,040.00
& CHEM ON
52250 KAISER ALUMINUM PO BOX 15108 WA SPOKANE $4,194 $4,196.92
& CHEM CUST. TOTAL . . . . 9,236 9,236.92
13462 KALAMA CHEMICAL INC 1296 N W 3RD STREET WA KALAMA $45- $45.00-
CUST. TOTAL . . . . 45- 45.00-
80324 KALAMA INTERNATIONAL 1200 SMITH, SUITE 1111 TX HOUSTON $737 $737.50
CUST. TOTAL . . . . 737 737.50
79107 KANEMATSU-GOSHO USA 114 WEST 47TH ST NY NEW YORK $3,109 $3,109.00
INC 23RD FL CUST. TOTAL . . . . 3,109 3,109.00
89366 KARLSHAMNS USA INC PO BOX 1025 NJ HARRISON $131 $131.30
CUST. TOTAL . . . . 131 131.30
81105 KELMAR 5210 HOVIS RD NC CHARLOTTE $82 $82.50
CUST. TOTAL . . . . 82 82.50
56091 KEMIRA INC PO BOX 845 FL ATLANTIC BEACH $1,788 $1,181 $2,970.86
CUST. TOTAL . . . . 1,788 1,181 2,970.86
05241 KEMIRA PO BOX 368 GA SAVANNAH $1,982 $1,982.30
INCORPORATED CUST. TOTAL . . . . 1,982 1,982.30
66401 KEMTEC, INC 11001 ST CATHERINES PO MONTREAL $36,406 $36,406.78
ST E CUST. TOTAL . . . . 36,406 36,406.78
59104 KENSINGTON PO BOX 663 CT MADISON $526 $526 $11,746 $12,800.37
CORPORATION
64942 KENSINGTON C/O ARGUS CHEMICAL CORP NY BROOKLYN $104 $104.00
CORPORATION CUST. TOTAL . . . . 526 526 11,850 12,904.37
15446 KERR MC GEE PO BOX 25861 OK OKLAHOMA CITY $2,720 $2,720.00
CHEMICAL COR CUST. TOTAL . . . . 2,720 2,720.00
89348 KIMBERLY CLARK CORP 58 PICKETT DISTRICT RD CT NEW MILFORD $4,615 $493 $5,108.63
01036 KIMBERLY CLARK CORP GREY LOCK STREET MA LEE $192 $192.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 73
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ----------- ------------------ ------------------- -- ------------- --------- --------- -------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
42695 KIMBERLY CLARK CORP EAST MUNISING AVE MI MUNISING $80 $40 $120.00
43320 KIMBERLY CLARK CORP MAIN STREET NJ SPOTSWOOD $177 $177.61
76895 KIMBERLY CLARK CORP 1111 HENRY STREET WI NEENAH $115 $115.00
CUST. TOTAL . . . . 4,695 533 177 307 5,713.74
63833 KIMBERLY-CLARK CORP PO BOX 370 OH TROY $27 $27.50
CUST. TOTAL . . . . 27 27.50
60688 KING FINISHING PO BOX 480 GA STATEBORO $909 $909.30
CUST. TOTAL . . . . 909 909.30
84232 KINGS LABORATORY PO BOX 120 SC BLYTHEWOOD $110 $110.00
INC CUST. TOTAL . . . . 110 110.00
51494 KIWI BRANDS INC 447 OLD SWEDE RD PA DOUGLASSVILLE $1,391 $1,391.50
CUST. TOTAL . . . . 1,391 1,391.50
83229 KLAMATH DOORS 3305 LAKEPORT BLVD OR KLAMATH FALLS $1,548 $1,548.60
CUST. TOTAL . . . . 1,548 1,548.60
43450 KLEEN BRITE PO BOX 20408 NY ROCHESTER $11,266 $11,266.50
LABORATORIES CUST. TOTAL . . . . 11,266 11,266.50
06118 KMCO INCORPORATED 16503 RAMSEY ROAD TX CROSBY $100 $100.00
CUST. TOTAL . . . . 100 100.00
86891 KOCH MATERIALS CO. 10100 BROWER ROAD OH NORTH BEND $3,811 $3,811.68
CUST. TOTAL . . . . 3,811 3,811.68
78465 KOCH MATERIALS 1305 E. GRAND RIVER MI HOWELL $1,645- $1,645.70-
COMPANY
78993 KOCH MATERIALS PO BOX 27327 MO SAINT LOUIS $1,105 $1,105.00
COMPANY CUST. TOTAL . . . . 1,105 1,645- 540.70-
02714 KOCH SERVICE INC PO BOX 10347 TX CORPUS CHRISTI $192 $192.50
CUST. TOTAL . . . . 192 192.50
57643 KOCH SULFUR PO BOX 2256 KS WICHITA $511 $511.74
PRODUCTS CUST. TOTAL . . . . 511 511.74
57980 KOHLER COMPANY 444 HIGHLAND DRIVE WI KOHLER $55 $55.00
CUST. TOTAL . . . . 55 55.00
83780 KOKOKU STEEL CORP. PO BOX 357 IN SCOTTSBURG $55 $55.00
CUST. TOTAL . . . . 55 55.00
08997 KOLMAR LABORATORIES SKYLINE DRIVE NY PORT JERVIS $26 $26.26
INC. CUST. TOTAL . . . . 26 26.26
09649 KOPPERS INDUSTRIES 3900 SOUTH LARAMIE IL CICERO $55 $55.00
INC STREET
86667 KOPPERS INDUSTRIES PO BOX 1230 IL LANSING $83,885 $6,694 $1,753 $16,455 $108,788.73
INC
77479 KOPPERS INDUSTRIES PO BOX 3485 NH NASHUA $2,059 $2,059.20
INC
44440 KOPPERS INDUSTRIES PO BOX 665 WV FOLLANSBEE $172,460 $8,870 $11,985 $7,912 $201,229.30
INC CUST. TOTAL . . . . 256,401 15,564 13,739 26,426 312,132.23
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 74
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ ------------------ ------------------- -- ------------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
82602 KOST GROUP 12141 PAULMEADOWS OH CINCINNATI $50 $50.00
RD CUST TOTAL . . . 50 50.00
05311 KRACO ENTERPRISES 505 E EUCLID CA COMPTON $302 $302.50
INC AVENUE CUST TOTAL . . . 302 302.50
84427 KRAFT GENERAL 342 GRANT STREET PA CHAMBERSBURG $82 $82.50
FOODS CUST TOTAL . . . 82 82.50
25139 KRAFT INC DAIRY 261 DELAWARE NY WALTON $385 $385.00
GROUP STREET CUST TOTAL . . . 385 385.00
44650 KRAMER CHEMICAL PO BOX 1299 NJ CLIFTON $2,427 $1,495 $3,283 $7,206.36
CUST TOTAL . . . 2,427 1,495 3,283 7,206.36
83829 KRONOS PO BOX 70 LA WESTLAKE $630 $630.00
CUST TOTAL . . . 630 630.00
23482 KRONOS CANADA INC 4 PLACE VILLE MARIE PO MONTREAL $11,446 $775 $262 $12,484.65
CUST TOTAL . . . 11,446 775 262 12,484.65
88282 KRONOS INC C/O BROUSSARD & TX HOUSTON $2,772 $2,772.60
ASSOCIAT CUST TOTAL . . . 2,772 2,772.60
86952 KROPP FORGE ANADITE COMPANY IL CICERO $518 $518 $1,036 $2,046 4,118.00
DIVISION CUST TOTAL . . . 518 518 1,036 2,046 4,118.00
82808 KY TN CLAY COMPANY PO BOX 160 MS CRENSHAW $110 $110.00
CUST TOTAL . . . 110 110.00
76980 KYSOR NEEDHAM 4201 JANADA TX FORT WORTH $100 $100.00
CUST TOTAL . . . 100 100.00
89935 KYZEN CORPORATION 413 HARDING IND DR TN NASHVILLE $1,075 $1,075.77
CUST TOTAL . . . 1,075 1,075.77
13446 L&F PRODUCTS 225 SUMMITT AVENUE NJ MONTVALE $27 $27.50
CUST TOTAL . . . 27 27.50
71090 L B RUSSELL 14-33 31ST AVENUE NY LONG ISLAND CY $1,713 $1,713.00
CHEMICAL CO CUST TOTAL . . . 1,713 1,713.00
64659 L C I LAY-CEE INC 1448 MCCARTER HWY NJ NEWARK $7,034 $7,034.00
CUST TOTAL . . . 7,034 7,034.00
23715 L C I LIMITED 415 PABLO AVENUE FL JACKSONVILLE $8,576 $371 $8,947.50
NORTH CUST TOTAL . . . 8,576 371 8,947.50
16698 L C P CHEMICALS PO BOX 1558 GA BRUNSWICK $48 $480.65
64936 L C P CHEMICALS RIVER ROAD ME ORRINGTON $3,610 $3,610.20
83055 L C P CHEMICALS RIVER ROAD ME ORRINGTON $1,044 $1,044.00
14640 L C P CHEMICALS PO BOX 98 NY SOLVAY $27,320 $27,320.93
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 75
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ ------------------ ------------------- -- ------------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
83052 L C P CHEMICALS PO BOX 98 NY SOLVAY $1,291 $1,791 $1,642 $21,139 $25,865.36
CUST TOTAL . . . 1,291 1,791 1,642 53,595 58,321.14
84350 L M R PO BOX 126 LA GEISMAR $11,545 $11,545.00
CUST TOTAL . . . 11,545 11,545.00
89208 LA FARGE 5160 MAIN STREET PA WHITEHALL $36- $36.26-
CORPORATION CUST TOTAL . . . 36- 36.26-
85270 LA ROCHE 1726 TOTAL STREET NC CHARLOTTE $495 $495.59
INDUSTRIES
10803 LA ROCHE PO BOX 1629 NJ S HACKENSACK $1,712 $2,097 $3,810.20
INDUSTRIES CUST TOTAL . . . 1,712 2,593 4,305.79
10201 LABBCO 2903 DUPREE TX HOUSTON $893 $533 $1,426.31
INCORPORATED CUST TOTAL . . . 893 533 1,426.31
87200 LACLEDE STEEL 1 METROPOLITAN MO SAINT LOUIS $12,637 $12,637.75
SQUARE
78214 LACLEDE STEEL 1175 HARBOR AVE TN MEMPHIS $223 $223.60
CUST TOTAL . . . 12,861 12,861.35
85931 LACLEDE STEEL CO FAIRLESS PIPE PA FAIRLESS HILLS $1,983 $1,983.75
CUST TOTAL . . . 1,983 1,983.75
66815 LAID LAW LAUREL RIDGE RD LA WHITE CASTLE $535 $535.20
ENVIRONMENTAL
71453 LAID LAW ROUTE 1 CLARK RD LA WHITE CASTLE $149 $149.63
ENVIRONMENTAL
78334 LAID LAW PO BOX 321 SC ROEBUCK $700 $858 $1,558.50
ENVIRONMENTAL CUST TOTAL . . . 700 858 664 2,243.33
81697 LAIDLAW 3300 CUMMINGS RD TN CHATTANOOGA $137 $96 $55 $288.75
ENVIRONMENTAL SE CUST TOTAL . . . 137 96 55 288.75
65328 LAKE RIVER 5005 S HARLEM AVE IL BERWYN $275 $275.00
TERMINAL CUST TOTAL . . . 275 275.00
89945 LALLEMAND INC 1620 RUE PREFONTAINE PO MONTREAL $294 $294.25
CUST TOTAL . . . 294 294.25
57642 LAMSTEEL CORP ANDREWS AVENUE NORTH TN HARTSVILLE $1,492 $1,492.00
CUST TOTAL . . . 1,492 1,492.00
75460 LAND-LINK TRAFFIC 800 OCEAN ROAD NJ POINT PLEASANT $2,341 $525 $1,160 $1,850 $5,876.50
C SERVICE CUST TOTAL . . . 2,341 525 1,160 1,850 5,876.50
88801 LARRY E TYREE CO 208 RT 109 NY FARMINGDALE $3,255 $3,255.00
INC CUST TOTAL . . . 3,255 3,255.00
89599 LARSON INTERMODAL PO BOX 45 TX GALENA PARK $60 $60.00
CUST TOTAL . . . 60 60.00
61990 LAS VIRGENES 4232 LAS VIRGENES RD CA CALABASAS $416 $416.00
WATER DIST CUST TOTAL . . . 416 416.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 76
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ ------------------ ------------------- -- ------------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
03621 LATICRETE 1 LATICRETE PARK CT BETHANY $405 $405.00
INTERNATIONAL NORTH CUST TOTAL . . . 405 405.00
89497 LAUGHLIN TOWING 110 SAWYER AVE NY TONAWANDA $1,269 $1,269.00
CUST TOTAL . . . 1,269 1,269.00
79998 LAVO LTEE 1800 RUE DE CHAMBLY PO MONTREAL $257 $257.50
CUST TOTAL . . . 257 257.50
05397 LAWRENCE MC FADDEN 7430 STATE ROAD PA PHILADELPHIA $746 $746.94
CUST TOTAL . . . 746 746.94
79240 LE CHEM 12537 SCENIC HWY LA BATON ROUGE $40 $40.00
CUST TOTAL . . . 40 40.00
54773 LE JO ENTERPRISES 2 LEE BLVD PA MALVERN $569 $569.98
CUST TOTAL . . . 569 569.98
04703 LEA LUMBER & ROUTE 3 BOX 57 NC WINDSOR $55 $55.00
PLYWOOD CUST TOTAL . . . 55 55.00
09166 LEAR SIEGLER INC 4600 NANCY AVENUE MI DETROIT $208 $348 $884 $1,440.00
CUST TOTAL . . . 208 348 884 1,440.00
76694 LEDERLE 5101 POPLAR AVENUE TN MEMPHIS $236 $131 $367.64
LABORATORIES CUST TOTAL . . . 236 131 367.64
75384 LEHIGH MARBLE PA MACUNGIE $165 $165.00
CUST TOTAL . . . 165 165.00
05741 LEHIGH PORTLAND HOKE HILL RD PA YORK $27 $27.50
CEMENT & LEMON ST CUST TOTAL . . . 27 27.50
11029 LEN RON MFG 350 SO SERVICE ROAD NY MELVILLE $574 $657 $46 $1,277.50
COMPANY CUST TOTAL . . . 574 657 46 1,277.50
53502 LENAPE CHEMICALS 210 E HIGH ST NJ BOUND BROOK $9,859 $4,948 $187 $3,180 $18,175.34
INC CUST TOTAL . . . 9,859 4,948 187 3,180 18,175.34
65847 LES TRANSPORTS 7887 GRENACHE ST PO VILLE D ANJOU $260 $260.00
PORVOST CUST TOTAL . . . 260 260.00
28412 LESCHACO RTS 1 & 9 S & INTNL NJ NEWARK $506- $506.00-
INCORPORATED WAY
00615 LESCHACO 8552 KATY FREEWAY TX HOUSTON $2,381 $720 $2,860 $12,711 $18,673.81
INCORPORATED /SUITE
74319 LESCHACO 8552 KATY FREEWAY TX HOUSTON $332 $332.00
INCORPORATED
24869 LESCHACO 5711 SOUTH LABURNUM VA RICHMOND $287 $287.50
INCORPORATED AVE CUST TOTAL . . . 2,381 720 2,860 12,825 18,767.31
89508 LETSOS COMPANY C/O BANK ONE TX HOUSTON $40 $40.00
CUST TOTAL . . . 40 40.00
46580 LEVER BROTHERS 1200 CALUMET AVENUE IN HAMMOND $247 $247.50
COMPANY
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 77
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ ------------------ ------------------- -- ------------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
44095 LEVER BROTHERS 5300 HOLABIRD MD BALTIMORE $2,750 $2,750.00
COMPANY AVENUE
08147 LEVER BROTHERS P O BOX 39 MO SAINT LOUIS $10,555 $735- $343 $10,164.43
COMPANY CUST. TOTAL . . . 10,555 735- 3,341 13,161.93
56937 LEVER/DIV OF CANADA 1 SUNLIGHT PARK ON TORONTO $533 $533.75
INC ROAD CUST. TOTAL . . . 533 533.75
28608 LIBERTY SOLVENTS 9429 RAVENNA ROAD OH TWINSBURG $445 $445.50
& CHEM CUST. TOTAL . . . 445 445.50
81775 LIGNOTECH U. S. INC WI ROTHSCHILD $275 $275.00
CUST. TOTAL . . . 275 275.00
87696 LILLY IND COATINGS 456 W ABBOTT ST IN INDIANAPOLIS $2,891 $2,891.50
INC CUST. TOTAL . . . 2,891 2,891.50
85431 LILLY INDUSTRIES INC 65 DUKE ST ON LONDON $82 $82.50
CUST. TOTAL . . . 82 82.50
C 86461 LINDALE PARK AVENUE GA LINDALE $3,227 $3,227.00
MANUFACTURING CUST. TOTAL . . . 3,227 3,227.00
89883 LINDE GAS CT SUFFIELD $24 $24.68
CUST. TOTAL . . . 24 24.68
06245 LION OIL COMPANY 1000 MCHENRY AR EL DORADO $1,465 $210 $1,675.81
AVENUE CUST. TOTAL . . . 1,465 210 1,675.81
84539 LIQUID CARBONIC CORP INDUSTRIAL MEDICAL MA TEWKSBURY $6,492 $6,492.97
CORP
22738 LIQUID CARBONIC CORP 145 SHIMERSVILLE PA BETHLEHEM $5,752 $5,752.50
RD
86934 LIQUID CARBONIC CORP 416 CENTRE ST PA STOCKERTOWN $111 $890 $1,001.63
CUST. TOTAL . . . 12,356 890 13,247.10
51103 LIQUID TRANSPORTERS P O BOX 1649 KY ASHLAND $1,535 $1,535.98
INC
25743 LIQUID TRANSPORTERS 1622 PARKER DRIVE NC CHARLOTTE $461 $461.00
INC CUST. TOTAL . . . 1,996 1,996.98
07230 LOGAN ALUMINUM US HWY 431 KY RUSSELLVILLE $24 $24.00
CUST. TOTAL . . . 24 24.00
89678 LOGISTICS COLDBROOK ROAD ME BANGOR $150 $600 $750.00
MANAGEMENT SYS CUST. TOTAL . . . 150 600 750.00
80639 LOMAS INTERNATIONAL 600 GUY PAINE ROAD GA MACON $300 $300.00
CUST. TOTAL . . . 300 300.00
84818 LONG ISLAND INTERNATIONAL NY NORTHPORT $750 $750.00
LIGHTING CO BILLING ON CUST. TOTAL . . . 750 750.00
04691 LONG ISLAND PAINT 1 CONTINENTAL HILL NY GLEN COVE $125 $125.00
& CHEM CUST. TOTAL . . . 125 125.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 78
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ ------------------ ------------------- -- ------------- --------- ---------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
44725 LONZA INC P O BOX 105 IL MAPLETON $275 $1,594 $1,869.80
05534 LONZA INC 17-17 ROUTE 208 NJ FAIR LAWN $3,773 $945 $267 $4,986.26
10458 LONZA INC P O 4006 NJ METUCHEN $1,217 $488 $1,705.83
34820 LONZA INC 3500 TRENTON AVE PA WILLIAMSPORT $110 $110.00
CUST. TOTAL . . . 5,375 945 2,351 8,671.89
65202 LOPEZ I HIJOS PA LIONVILLE $100 $100.00
CUST. TOTAL . . . 100 100.00
44765 LORD CORPORATION P O BOX 556 PA SAEGERTOWN $55 $55.00
CUST. TOTAL . . . 55 55.00
54643 LOUISIANA PACIFIC STATION ROAD ME NEW LIMERICK $48 $48.00
CUST. TOTAL . . . 48 48.00
11971 LOXCREEN CORPORATION P O BOX 29 NC ROXBORO $27 $27.50
CUST. TOTAL . . . 27 27.50
00116 LTV STEEL COMPANY P O BOX 94671 OH CLEVELAND $412 $412.50
41915 LTV STEEL COMPANY ALIQUIPPA WORKS PA ALIQUIPPA $1,621 $1,621.00
54077 LTV STEEL COMPANY 4650 SECOND STREET PA PITTSBURGH $27 $82 $110.00
CUST. TOTAL . . . 1,648 495 2,143.50
03069 LUBRICATING 8015 PARAMOUNT BLVD CA PICO RIVERA $10,718 $10,718.15
SPECIALTIES CUST. TOTAL . . . 10,718 10,718.15
00924 LUBRIZOL CORPORATION P O BOX 30382 OH CLEVELAND $276 $276.00
26669 LUBRIZOL CORPORATION 155 FREEDOM RD OH PAINESVILLE $1,127 $100 $1,227.50
10037 LUBRIZOL CORPORATION 5800 THOROLD STONE ON NIAGARA FALLS $1,035 $1,035.23
RD
47580 LUBRIZOL CORPORATION P O BOX 158 TX DEER PARK $82 $82.50
CUST. TOTAL . . . 1,210 1,035 376 2,621.23
05920 LUDLOW CORPORATION 2100 COMMERCE DRIVE OH FREMONT $390 $390.00
CUST. TOTAL . . . 390 390.00
47770 LYMAN PRINT ACCOUNTING DEPT SC LYMAN $705 $705.00
& FINISHING CUST. TOTAL . . . 705 705.00
78433 LYONDELL PETRO 8280 SHELDON RD TX CHANNELVIEW $227 $227.50
CHEM CO
06319 LYONDELL PETRO P O BOX 802 TX HOUSTON $27 $27.50
CHEM CO
69523 LYONDELL PETRO 12000 LAWNDALE AVE TX HOUSTON $2,912 $5,274 $8,186.70
CHEM CO CUST. TOTAL . . . 227 2,939 5,274 8,441.70
52850 M & M MARS HIGH STREET NJ HACKETTSTOWN $14,147 $646- $13,501.55
CUST. TOTAL . . . 14,147 646- 13,501.55
07446 M A BRUDER & SONS 52ND & GRAYS FERRY PA PHILADELPHIA $55 $55.00
CUST. TOTAL . . . 55 55.00
88025 M I DRILLING HALLIBRUTON RD LA VENICE $8,061 $8,061.75
& MCDERMO CUST. TOTAL . . . 8,061 8,061.75
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 79
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ ------------------ ------------------- -- ------------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
16792 M I DRILLING FLUIDS P O BOX 589 TX HOUSTON $5,077 $5,077.36
COMP CUST. TOTAL . . . 5,077 5,077.36
48140 M I HOLDINGS 223 WEST SIDE AVE NJ JERSEY CITY $960- $960.75-
CUST. TOTAL . . . 960- 960.75-
46215 MAC DERMID INC 526 HUNTINGDON CT WATERBURY $105 $105.04
AVENUE CUST. TOTAL . . . 105 105.04
58900 MAC TAC CANADA LTD 100 KENNEDY ROAD ON BRAMPTON $460 $460.00
SOUTH CUST. TOTAL . . . 460 460.00
80195 MACK TRUCK INC 7125 ORCHARD LAKE MI W BLOOMFIELD $3,332 $442 $3,774.84
ROAD CUST. TOTAL . . . 3,332 442 3,774.84
75195 MACTAC 4560 DARROW ROAD OH STOW $330 $330.00
CUST. TOTAL . . . 330 330.00
80139 MAERSK CONTAINER P O BOX 880 NJ MADISON $1,874 $1,874.64
CUST. TOTAL . . . 1,874 1,874.64
77205 MAGNATEK ELECTRIC 400 S PRAIRIE AVE WI WAUKESHA $1,288 $1,288.05
INC CUST. TOTAL . . . 1,288 1,288.05
90061 MAGNATEK ELECTRIC C/O PACIFIC GAS CA FRENCH CAMP $1,270 $1,270.58
INC & ELEC CUST. TOTAL . . . 1,270 1,270.58
81287 MAINE PLASTICS INC OFF ROUTE 122 ME POLAND SPRING $467 $467.50
CUST. TOTAL . . . 467 467.50
06785 MAJOR PAINT & 4300 WEST 190TH CA TORRANCE $165 $165.00
VARNISH STREET CUST. TOTAL . . . 165 165.00
48090 MALCO PRODUCTS 361 FAIRVIEW AVE OH BARBERTON $803 $803.50
CUST. TOTAL . . . 803 803.50
88734 MALETTE KRAFT PULP P O BOX 310 ON SMOOTH ROCK FA $5,031 $5,031.59
& PAP CUST. TOTAL . . . 5,031 5,031.59
67288 MALLINCKRODT INC 3440 NORTH BROADWAY MO SAINT LOUIS $5,349 $5,349.74
BLD
46485 MALLINCKRODT INC 8801 N BLVD NC RALEIGH $192 $192.50
06852 MALLINCKRODT INC 1707 GASKELL AVENUE PA ERIE $516 $516.50
CUST. TOTAL . . . 6,058 6,058.74
08884 MANHATTAN PRODUCTS 333 STARKE ROAD NJ CARLSTADT $110 $55 $165.00
CUST. TOTAL . . . 110 55 165.00
48400 MANLEY REGAN P O BOX 391 PA MIDDLETOWN $46- $46.00-
CHEMICAL CO CUST. TOTAL . . . 46- 46.00-
48350 MANNINGTON MILLS P O BOX 30 NJ SALEM $27 $27.50
INC CUST. TOTAL . . . 27 27.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 80
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ------ -------------------- ----------------------- -- --------------- -------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24368 MAPCO PETROLEUM INC 543 WEST MALLORY AVENUE TN MEMPHIS $425 $96 $521.45
CUST. TOTAL...... 425 96 521.45
10552 MARCAL PAPER MARKET STREET NJ ELMWOOD PARK $90 $494 $584.50
CUST. TOTAL...... 90 494 584.50
58221 MARCHEM PLASTICS 400 N MAIN STREET GA ADAIRSVILLE $55 $55.00
CUST. TOTAL...... 55 55.00
70464 MARSULEX 111 GORDON BAKER RD ON NORTH YORK $4,583 $1,606 $110 $244 $6,544.35
CUST. TOTAL...... 4,583 1,606 110 244 6,544.35
22667 MARTIN MARIETTA CORP SANDLAKE ROAD FL ORLANDO $75 $75.00
75119 MARTIN MARIETTA CORP P O BOX 4006 NJ METUCHEN $11,415 $1,276 $872- $11,818.84
CUST. TOTAL...... 11,415 1,276 797- 11,893.84
17586 MARTIN SURFACING
& DECKI 2601 RIVER ROAD NJ CINNAMINSON $27 $2,437 $2,464.50
CUST. TOTAL...... 27 2,437 2,464.50
89480 MASON METALS P O BOX 38 IN SCHERERVILLE $192 $192.50
CUST. TOTAL...... 192 192.50
84153 MASONITE CORP P O BOX 99 ME LISBON FALLS $1,225 $1,225.89
CUST. TOTAL...... 1,225 1,225.89
47095 MASONITE CORPORATION P O BOX 311 PA TOWANDA $302 $208 $510.50
CUST. TOTAL...... 302 208 510.50
17251 MASTER BUILDERS 1810 NORTHWESTERN AVE IL GURNEE $3,650 $3,650.00
25245 MASTER BUILDERS 23700 CHAGRIN BLVD OH CLEVELAND $6,996 $6,996.00
CUST. TOTAL...... 10,646 10,646.00
78451 MASTERPAK SA DE CV S PLANTA REYPRINT MX MONTERREY $210- $210.00-
78453 MASTERPAK SA DE CV S PLANTA CELOREY MX MONTERREY NL $2,790 $2,790.00
78454 MASTERPAK SA DE CV S PLANTA PROPIREY MX MONTERREY NL $1,134 $1,134.70
12934 MASTERPAK SA DE CV S PLANTA CELOREY TX LAREDO $280 $280.00
57254 MASTERPAK SA DE CV S PLANTA REYPRINT TX LAREDO $810 $810.00
CUST. TOTAL...... 280 2,790 1,734 4,804.70
82649 MATCHLESS METALPOLISH 840 W 49TH PLACE IL CHICAGO $137 $137.50
CUST. TOTAL...... 137 137.50
88894 MATERIAL RESOURCES BOX 499 NY CLIFTON PARK $695 $695.00
INC CUST. TOTAL...... 695 695.00
54213 MATHCO CO 3855 E 78TH STREET OH CLEVELAND $451- $451.00-
CUST. TOTAL...... 451- 451.00-
16894 MATHIESON GAS CONALCO RD/BOX 321 TN NEW JOHNSONVIL $200 $600 $800.00
CUST. TOTAL...... 200 600 800.00
62372 MATLACK INC 22422 S ALAMEDA CA LONG BEACH $526 $558 $531 $52- $1,563.76
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 81
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ------ -------------------- ----------------------- -- --------------- -------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
66424 MATLACK INC 2750 GOODRICK AVENUE CA RICHMOND $13,648 $6,517 $50 $20,216.91
64341 MATLACK INC 2200 CONCORD PIKE DE WILMINGTON $1,586 $1,586.60
CUST. TOTAL....... 14,175 7,075 531 1,584 23,367.27
82572 MATTEL INC 1775 SOUTH CARRILLO RD TX LAREDO $6,560 $2,920 $9,480.00
CUST. TOTAL...... 6,560 2,920 9,480.00
89067 MATYHY CONSTRUCTION 915 COMMERCIAL COURT WI ONALASKA $247 $247.50
CUST. TOTAL...... 247 247.50
77817 MAYCO OIL & 775 LOUIS DR PA WARMINSTER $2,822 $6,473 $9,295.85
CHEMICAL CO CUST. TOTAL...... 2,822 6,473 9,295.85
50060 MAYO CHEMICAL COMPANY 5544 OAKDALE ROAD SE GA SMYRNA $82 $82.50
CUST. TOTAL...... 82 82.50
60751 MAZDA MOTO MFG 1 MAZDA DRIVE MI FLAT ROCK $45- $45.00-
CUST. TOTAL..... 45- 45.00-
15903 MC DONNELL DOUGLAS
CORP MC DONNEL BLVD MO HAZELWOOD $63 $63.00
CUST. TOTAL...... 63 63.00
62435 MC GRAW EDISON
COMPANY 80 BURSON ST PA E STROUDSBURG $585 $585.77
CUST. TOTAL...... 585 585.77
11334 MC NEIL CPC CAMPHILL ROAD PA FORT WASHINGTON $5,886 $5,886.90
CUST. TOTAL...... 5,886 5,886.90
04588 MC WHORTER INC 400 E COTTAGE PLACE IL CARPENTERSVILL $27 $27.50
CUST. TOTAL...... 27 27.50
27286 MCCOLL FRONTENAC INC 1210 SHEPHARD AVE ON N YORK $183- $183.60-
CUST. TOTAL...... 183- 183.60-
12214 MCLAUGHLIN GORMLEY 8810 TENTH NORTH MN MINNEAPOLIS $2,911 $2,911.50
CUST. TOTAL...... 2,911 2,911.50
07973 MEAD COATED BOARD INC P O BOX 940 AL PHENIX CITY $375 $375.00
CUST. TOTAL...... 375 375.00
51000 MEAD CORPORATION P O BOX 2500 DH CHILLICOTHE $2,209 $125- $2,084.41
CUST. TOTAL...... 2,209 125- 2,084.41
71158 MEAD INK PRODUCTS 104 NATIONAL DRIVE AL ANNISTON $200 $200.00
CUST. TOTAL...... 200 200.00
82610 MEAD PRODUCTS MAIN ST & BARREE RD PA ALEXANDRIA $55 $55.00
CUST. TOTAL...... 55 55.00
08729 MEDINA FORWARDING
COMPANY 488 REGAL ROAD TX BROWNSVILLE $650 $650.00
CUST. TOTAL...... 650 650.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 82
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ------ -------------------- ----------------------- -- --------------- -------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
73066 MEGALOID LABORATORIES 120 TRADERS BLVD EAST ON MISSISSAUGA $598 $598.00
CUST. TOTAL...... 598 598.00
20593 MEIER STONE COMPANY RT 206 & GOLD MINE RD NJ FLANDERS $58 $58.50
CUST. TOTAL...... 58 58.50
88082 MENNEN CO LTD 6400 NORTHWEST DRIVE ON MISSISSAUGA $27 $82 $110.00
CUST. TOTAL...... 27 82 110.00
51540 MENNEN COMPANY P O BOX 2372 NJ MORRISTOWN $82 $82.50
CUST. TOTAL...... 82 82.50
47525 MERCK & COMPANY INC 3517 RADIUM SPRINGS ROAD GA ALBANY $31,810 $31,810.94
77973 MERCK & COMPANY INC 555 ROUTE 1 SOUTH NJ ISELIN $123 $275 $137 $536.25
51490 MERCK & COMPANY INC P O BOX 2000 NJ RAHWAY $22,949 $18,395 $1,112 $42,456.56
82910 MERCK & COMPANY INC P O BOX 2000 NJ RAHWAY $2,160 $2,160.00
51500 MERCK & COMPANY INC RIVERSIDE PA DANVILLE $440 $192 $587 $1,220.00
51510 MERCK & COMPANY INC P O BOX 7 VA ELKTON $2,707 $2,707.60
CUST. TOTAL...... 55,323 21,295 275 3,997 $80,891.35
76774 MERICHEM COMPANY P O BOX 40777 AL TUSCALOOSA $2,432 $2,432.11
51460 MERICHEM COMPANY 1914 HADEN RD TX HOUSTON $55 $9,245 $302 $9,603.18
CUST. TOTAL...... 55 11,677 302 12,035.29
85195 MERRAND INTERNATIONAL 187 BALLARD VALE STREET MA WILMINGTON $2,860 $479- $2,381.00
CUST. TOTAL...... 2,860 479- 2,381.00
89367 MET ELECTRIC TESTING 916 W PATAPSCO AVENUE MD BALTIMORE $610 $1,669 $2,279.25
CO CUST. TOTAL...... 610 1,669 2,279.25
23126 METAL WORKING 25 SILVERDOME MI PONTIAC $1,155 $1,045 $192 $3,858 $6,250.50
LUBRICANTS INDUSTRIAL CUST. TOTAL...... 1,155 1,045 192 3,858 6,250.50
51610 METALPLATE GALVANIZING
I P O BOX 966 AL BIRMINGHAM $815- $815.32-
47665 METALPLATE GALVANIZING
I 500 SELIG DRIVE SW GA ATLANTA $14,368 $3,592 $48 $18,008.00
CUST. TOTAL 14,368 3,592 767- 17,192.68
00385 METROPOLITAN EDISON PO BOX 230 PA PORTLAND $427 $427.96
CO CUST. TOTAL 427 427.96
87839 METROPOLITAN ATTN ACCOUNTS PAYABLE OH CELINA $2,251 $2,251.67
ENVIRONMENT CUST. TOTAL 2,251 2,251.67
89947 MEUSCA & TX BROWNSVILLE $450 $450.00
INTERNATIONAL F CUST. TOTAL 450 450.00
22441 MFG CHEMICAL & SUPPLY P O BOX 4359 GA DALTON $343 $343.75
CUST. TOTAL 343 343.75
01667 MICHELIN TIRE P O BOX 308 SC SANDY SPRINGS $99 $1,934 $2,033.99
AMERICAS S CUST. TOTAL 99 1,934 2,033.99
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 83
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ------------------ -- ------------- --------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
82896 MICHELIN TIRES 100 GRANTON ROAD NS GRANTON $407 $357 $765.00
CUST. TOTAL....... 407 357 765.00
17987 MICHELMAN INC 9089 SHELL ROAD OH CINCINNATI $262 $262.50
CUST. TOTAL....... 262 262.50
61463 MICHIGAN PAPERBOARD CO 79 E FOUNTAIN ST MI BATTLE CREEK $82 $426 $508.75
CUST. TOTAL....... 82 426 508.75
89021 MID MONROE PETROLEUM CO P O BOX 1158 PA MARSHALLS CREE $3,100 $3,100.31
CUST. TOTAL....... 3,100 3,100.31
11906 MID SOUTH WIRE COMPANY P O BOX 491 TN NASHVILLE $574 $574.87
CUST. TOTAL....... 574 574.87
86127 MID STATE OIL COMPANY 1824 S MAIN ST NC LEXINGTON $950 $950.40
CUST. TOTAL....... 950 950.40
14919 MID STATES CHEMICAL CO P O BOX 430 PA ALTOONA $6,876 $2,704 $9,581.38
CUST. TOTAL....... 6,876 2,704 9,581.38
00459 MID-CONTINENT 8230 FORSYTH MO SAINT LOUIS $17,173 $117 $17,291.00
BLVD CUST. TOTAL....... 17,173 117 17,291.00
51850 MIDDLETOWN ICE & COAL P O BOX 175 PA MIDDLETOWN $293 $880 $99 $1,273.08
CUST. TOTAL....... 293 880 99 1,273.08
74334 MIDWEST INDUSTRIAL P O BOX 8431 OH CANTON $27 $27.50
SUPPLY CUST. TOTAL....... 27 27.50
86109 MIGUEL SALINAS FWG 3535 E 14TH ST TX BROWNSVILLE $900 $900.00
CUST. TOTAL....... 900 900.00
74731 MIKI SANGYO 747 3RD AVENUE NY NEW YORK $1,764 $1,764.00
CUST. TOTAL....... 1,764 1,764.00
09841 MILES INC MOBAY ROAD PA PITTSBURGH $202,912 $50,206 $12,058 $18,218 $283,395.81
53100 MILES INC MOBAY ROAD PA PITTSBURGH $644,657 $24,212 $5,152 $3,974 $677,997.61
15655 MILES INC P O BOX 10268 SC BUSHY PARK $2,473 $1,513 $3,987.25
52970 MILES INC 8500 WEST BAY RD TX BAYTOWN $69,479 $33,508 $1,760 $62,670 $167,417.00
77812 MILES INC 8500 WEST BAY RD TX BAYTOWN $10,891 $10,627 $5,708 $5,830 $33,057.97
85366 MILES INC 8500 WEST BAY RD TX BAYTOWN $53,885 $29,380 $83,265.00
48455 MILES INC RT 2 WV NATRIUM $790 $165 $955.00
CUST. TOTAL.. 984,299 149,448 25,469 90,858 1,250,075.64
00570 MILLER BREWING COMPANY CORDELE ROAD GA ALBANY $137 $137.50
CUST. TOTAL....... 137 137.50
02798 MILLER PLUMBING 114 CHURCH STREET PA WHITE HAVEN $454 $454.50
& HEATIN CUST. TOTAL...... 454 454.50
52550 MILLIKEN & COMPANY P O BOX 817 SC INMAN $1,800 $1,714 $3,539 $7,054.08
CUST. TOTAL.... 1,800 1,714 3,539 7,054.08
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 84
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
65448 MILPARK DRILLING P O BOX 22111 TX HOUSTON $577 $577.50
CUST. TOTAL....... 577 577.50
85621 MILTON PLASTICS 82 DARLING STREET MA SPRINGFIELD $1,409 $1,409.00
CUST. TOTAL....... 1,409 1,409.00
88817 MINCHEM CANADA LTD 460 WYECROFT ON OAKVILLE $462 $462.00
CUST. TOTAL..... 462 462.00
01709 MINE SAFETY APPLIANCE R D 2 PA EVANS CITY $27 $27.50
CUST. TOTAL....... 27 27.50
75341 MINNESOTA MINING HWY 78 E AL GUIN $45 $45.00
& MFG C
52690 MINNESOTA MINING HWY 84 NORTH IL CORDOVA $110 $110.00
& MFG C
14354 MINNESOTA MINING COUNTY ROAD MN COTTAGE GROVE $82 $82.50
& MFG C & HWY 61 S
33580 MINNESOTA MINING 305 SAWYER NY TONAWANDA $100 $100.00
& MFG C AV/O-CEL-O PL
CUST. TOTAL....... 237 100 337.50
50156 MISCO PRODUCTS RD # 9 BOX 9155 PA READING $1,768 $1,768.25
CORPORATI
CUST. TOTAL....... 1,768 1,768.25
78684 MISTRAL TRADE 1502 AUGUSTA DRIVE TX HOUSTON $560 $560.00
CORPORATIO CUST. TOTAL....... 560 560.00
73651 MITSUI OSK LINES HARBOR SIDE NJ JERSEY CITY $3,266 $3,266.60
FINANCIAL CE CUST. TOTAL....... 3,266 3,266.60
05589 MOBIL CHEMICAL CORP 495 LORDSHIP BLVD CT STRATFORD $514 $4,692 $5,206.94
69108 MOBIL CHEMICAL CORP P O BOX 2295 TX BEAUMONT $440 $27 $467.50
CUST. TOTAL....... 954 27 4,692 5,674.44
66903 MOBIL CHEMICAL CHEMICAL PRODUCTS NJ EDISON $2,193 $990 $7,117 $3,334 $13,635.25
CORPORATION DIVISI
89568 MOBIL CHEMICAL P O BOX 3140 NJ EDISON $3,982 $3,982.50
CORPORATION CUST. TOTAL.... 2,193 4,972 7,117 3,334 17,617.75
25679 MOBIL OIL P O BOX 58863 CA LOS ANGELES $1,163 $1,163.40
CORPORATION
71649 MOBIL OIL OLD RIVER RD LA CHALMETTE $265 $137 $249 $651.50
CORPORATION
67515 MOBIL OIL 580 CHELSEA ST MA BOSTON $4,545 $4,545.50
CORPORATION
75490 MOBIL OIL 1001 BILLINGSPORT RD NJ PAULSBORO $884 $30 $3,684 $4,598.04
CORPORATION
15086 MOBIL OIL P O BOX 839 PA VALLEY FORGE $4,787 $8,062 $592 $889 $14,331.59
CORPORATION
75330 MOBIL OIL P O BOX 3311* TX BEAUMONT $4,436 $4,436.40
CORPORATION
57068 MOBIL OIL 3225 GALLOWS ROAD VA FAIRFAX $2,194 $2,194.00
CORPORATION
CUST. TOTAL..... 8,130 12,745 622 10,421 31,920.43
61224 MOBIL PROCESS 2070 AIRWAYS TN MEMPHIS $1,801 $1,801.60
TECHNOLOGY BOULEVARD
CUST. TOTAL....... 1,801 1,801.60
64003 MOBIL RESEARCH 1001 BILLINGS PORT NJ PAULSBORO $173 $173.25
CENTER RD CUST. TOTAL....... 173 173.25
89456 MOCK RESOURCES 5 PARK PLAZA CA IRVINE $1,294 $1,294.00
CUST. TOTAL....... 1,294 1,294.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 85
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
86940 MODERN TOOL & DYE 5389 WEST 130TH ST OH CLEVELAND $1,952 $1,941 $3,893.56
CUST. TOTAL..... 1,952 1,941 3,893.56
75636 MONA INDUSTRIES 445 ROUTE 304 NY BARDONIA $27 $333 $361.00
CUST. TOTAL....... 27 333 361.00
57957 MONONGAHELA POWER 1310 FAIRMONT AVE WV FAIRMONT $8,376 $8,376.11
COMPAN CUST. TOTAL.... 8,376 8,376.11
74268 MONROE AUTO EQUIPMENT P O BOX 1230 IL LANSING $1,444 $32 $1,476.60
CUST. TOTAL..... 1,444 32 1,476.60
49335 MONSANTO CANADA INC 425 ST PATRICK PQ LA SALLE $55 $357 $3,048 $3,460.51
STREET CUST. TOTAL....... 55 357 3,048 3,460.51
85038 MONSANTO CHEMICAL P O BOX 14307 MO SAINT LOUIS $400- $400.00-
COMPAN CUST. TOTAL....... 400- 400.00-
53880 MONSANTO COMPANY 300 BIRMINGHAM HWY AL ANNISTON $714 $714.75
90014 MONSANTO COMPANY 300 BIRMINGHAM HWY AL ANNISTON $12,627 $12,627.17
53610 MONSANTO COMPANY COURTLAND HIGHWAY AL DECATUR $4,511 $1,097 $5,609.34
03310 MONSANTO COMPANY 1778 MONSANTO WAY CA MARTINEZ $82 $82.50
15016 MONSANTO COMPANY 1610 MARVIN GRIFFIN GA AUGUSTA $865 $27- $837.50
RD
53800 MONSANTO COMPANY HIGHWAY 18 RIVER RD LA LULING $4,300 $25 $4,325.48
07939 MONSANTO COMPANY 200 SHENANDOAH ST MO SAINT LOUIS $27 $247- $220.00-
53490 MONSANTO COMPANY P O BOX 17627 MO SAINT LOUIS $79,620 $9,212 $1,204 $6,864 $96,902.39
58407 MONSANTO COMPANY P O BOX 14307 MO SAINT LOUIS $4,477 $792 $825 $6,094.70
63354 MONSANTO COMPANY 8201 IDAHO AVE MO SAINT LOUIS $556 $556.00
78586 MONSANTO COMPANY 800 N LINDBERGH BLVD MO SAINT LOUIS $453 $450 $112- $790.65
82790 MONSANTO COMPANY 800 N LINDBERGH BLVD MO SAINT LOUIS $5,060 $257 $5,318.50
89567 MONSANTO COMPANY P O BOX 14309 MO SAINT LOUIS $5,050 $5,050.00
04651 MONSANTO COMPANY P O BOX 2307 NC FAYETTEVILLE $55 $55.00
86361 MONSANTO COMPANY POWELL DUFFRYN NJ BAYONNE $55- $55.00-
TERMINALS
53470 MONSANTO COMPANY DELAWARE RIVER PLANT NJ BRIDGEPORT $283 $26 $309.00
82950 MONSANTO COMPANY 52 OREGON AVENUE PA PHILADELPHIA $55 $130 $137 $322.50
53530 MONSANTO COMPANY FR ROAD 2917 TX ALVIN $3,697 $3,697.39
53520 MONSANTO COMPANY 1 MONSANTO ROAD WV NITRO $3,652 $197 $178 $4,028.37
CUST. TOTAL.... 124,535 12,718 1,203 8,588 147,046.24
72565 MONSEY PRODUCTS 430 HUDSON RIVER NY WATERFORD $1,037 $1,037.00
COMPANY ROAD
49405 MONSEY PRODUCTS P O BOX 368 PA KIMBERTON $2,482 $2,482.79
COMPANY CUST. TOTAL.... 3,519 3,519.79
87131 MONTGOMERY INTERMODAL 71 W UWCHLAN AVE PA EXTON $79 $79.00
CUST. TOTAL....... 79 79.00
54110 MONTGOMERY TANK LINES 3108 CENTRAL DRIVE FL PLANT CITY $781- $781.33-
CUST. TOTAL....... 781- 781.33-
89830 MOORE ASPHALT CO P O BOX 173 TX TYLER $80 $80.00
CUST. TOTAL....... 80 80.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 86
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
08873 MORTON CHEMICAL 430 FINDLEY AVENUE ON AJAX $3,480 $1,319 $4,779.44
COMPANY CUST TOTAL . . . 3,480 1,319 4,799.44
06674 MORTON INT'L SPECIALTY 2700 EAST 170TH IL LANSING $777 $777.68
STREET
66373 MORTON INT'L 560 W WASHINGTON IL CHICAGO $1,989 $1,989.60
SPECIALTY C BLVD
83338 MORTON INT'L 5724 ELDER FERRY MS PASCAGOULA $605 $605.00
SPECIALTY C ROAD
69124 MORTON INT'L 137 FOLLY MILL RD NH SEABROOK $55 $55.00
SPECIALTY C CUST TOTAL . . . 2,767 55 605 3,427.28
80014 MORTON INTERNATIONAL 1430 JERSEY AVENUE NJ NORTH BRUNSWICK $651 $651.02
54270 MORTON INTERNATIONAL 333 MC LEAN BLVD NJ PATERSON $471 $334 $1,290 $2,095.50
CUST TOTAL . . . 1,122 334 1,290 2,746.52
54250 MORTON SALT COMPANY 44 RIBAUD AVENUE E NY SILVER SPRINGS $110- $110.00-
CUST TOTAL . . . 110- 110.00-
75129 MORTON THIOKOL 2000 WEST STREET OH CINCINNATI $192 $192.50
CUST TOTAL . . . 192 192.50
83739 MOTOR OILS LTD 7601 WEST 47TH ST IL MCCOOK $825 $825.00
CUST TOTAL . . . 825 825.00
71920 MOUNT CLEMENS COATING 400 GROESBECK MI MOUNT CLEMENS $22- $22.68-
IN HIGHWAY CUST TOTAL . . . 22- 22.68-
00286 MOZEL CHEMICAL 4003 PARK AVENUE MO SAINT LOUIS $220 $220.00
CUST TOTAL . . . 220 220.00
69835 MTM HARDWICKE INC 2114 LARRY JEFFERS SC ELGIN $475 $475.00
ROAD CUST TOTAL . . . 475 475.00
80113 MULTI CHEM INC 1205 AMPERE PQ BOUCHERVILLE $14,573 $5,557 $819 $2,521 $23,471.78
CUST TOTAL . . . 14,573 5,557 819 2,521 23,471.78
83865 MULTI CHEMICAL PROD 10880 POPULAR AVE CA FONTANA $45 $90 $135.00
INC CUST TOTAL . . . 45 90 135.00
77692 MULTICHEM INC PQ VALLEYFIELD $556 $556.40
CUST TOTAL . . . 556 556.40
60602 MURPHY OIL USA INC 2500 ST BERNARD WAY LA MERAUX $1,020 $1,020.00
CUST TOTAL . . . 1,020 1,020.00
79365 N R G BARRIERS 1215 W DAVEY ST IN BREMEN $27 $27.50
66194 N R G BARRIERS 15 LUND ROAD ME SACO $1,737 $1,737.50
CUST TOTAL . . . 1,765 1,765.00
86527 N W L TRANSFORMERS INC PO BOX 1259 NJ SOMERVILLE $2,412 $2,412.64
CUST TOTAL . . . 2,412 2,412.64
55480 NABISCO INCORPORATED 2211 ROUTE 208 NJ FAIR LAWN $13,455 $556 $14,011.90
CUST TOTAL . . . 13,455 556 14,011.90
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 87
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
84398 NACAN PRODUCTS 60 WEST AVE ON BRAMPTON $220 $27 $27 $137 $412.50
07703 NACAN PRODUCTS 50 MARIE VICTORIAN PQ BOUCHERVILLE $1,207 $1,207.50
CUST. TOTAL . . . 220 27 27 1,345 1,620.00
62913 NALCO CHEMICAL COMPANY ONE NALCO CENTER IL NAPERVILLE $1,500 $380 $1,880.00
82364 NALCO CHEMICAL COMPANY INTERNATIONAL IL NAPERVILLE $2,308 $2,308.48
DIVISION
54730 NALCO CHEMICAL COMPANY 405 EAST 78TH STREET MN BLOOMINGTON $20,988 $20,988.30
21654 NALCO CHEMICAL COMPANY 1927 NOLTE DRIVE NJ PAULSBORO $885 $885.00
54710 NALCO CHEMICAL COMPANY 7701 HIGHWAY 90-A TX SUGARLAND $1,798 $1,798.50
CUST. TOTAL . . . 27,480 380 27,860.28
70873 NALCOMEX TX LAREDO $140 $140.00
86030 NALCOMEX C/O RAVISA TX LAREDO $180 $180.00
CUST. TOTAL . . . 320 320.00
87787 NASCOTE INDUSTRIES INC 106 EAST ST LOUIS ST IL NASHVILLE $2,844 $2,844.35
CUST. TOTAL . . . 2,844 2,844.35
85856 NASH SALVAGE COMPANY 10680 SILICON AVE CA MONTCLAIR $2,669 $2,669.80
CUST. TOTAL . . . 2,669 2,669.80
04066 NASHUA CORPORATION P O BOX 3001 NH MERRIMACK $120 $120.00
CUST. TOTAL . . . 120 120.00
90147 NATIONAL AUTO/ 1650 E GOLF RD IL SCHAUMBURG $9,847 $9,847.38
TRUCKSTOPS CUST. TOTAL . . . 9,847 9,847.38
55450 NATIONAL CHEMICAL LAB 401 N 10TH STREET PA PHILADELPHIA $110 $2,375 $2,485.50
CUST. TOTAL . . . 110 2,375 2,485.50
26697 NATIONAL COATINGS CO 254 BEECH STREET MA ROCKLAND $522 $522.50
CUST. TOTAL . . . 522 522.50
80111 NATIONAL FOAM PO BOX 820865 TX N RICHLAND HIL $40 $40.00
CUSHION MFG CUST. TOTAL . . . 40 40.00
50145 NATIONAL GYPSUM 1414 EAST HADLEY AZ PHOENIX $82 $82.50
COMPANY
82227 NATIONAL GYPSUM GOLD BOND BLDG NJ BURLINGTON $1,673 $1,673.90
COMPANY PRODUCTS CUST. TOTAL . . . 1,673 82 1,756.40
66834 NATIONAL PIPE CO PO BOX 714 NY BINGHAMTON $110 $110.00
CUST. TOTAL . . . 110 110.00
01658 NATIONAL SOLVENTS 955 WEST SMITH ROAD OH MEDINA $25 $25.00
CUST. TOTAL . . . 25 25.00
55910 NATIONAL STARCH & P O BOX 13669 GA ATLANTA $200 $25 $225.00
CHEM C
55880 NATIONAL STARCH & P O BOX 197 IL MEREDOSIA $137 $137.50
CHEM C
05201 NATIONAL STARCH & 225 BELLEVILLE NJ BLOOMFIELD $260 $260.00
CHEM C AVENUE
74785 NATIONAL STARCH & 10 FINDERNE* NJ BRIDGEWATER $180 $931 $18 $388 $1,518.65
CHEM C
87805 NATIONAL STARCH & 10 FINDERNE* NJ BRIDGEWATER $3,660 $3,660.61
CHEM C
55950 NATIONAL STARCH & 1735 W FRONT STREET NJ PLAINFIELD $1,004 $1,004 $2,008.00
CHEM C
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 88
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
55890 NATIONAL STARCH & 105 EMPIRE DRIVE NY W SENECA $1,000 $125 $1,125.00
CHEM C
03522 NATIONAL STARCH & PO BOX 818019 OH CLEVELAND $37,589 $3,576 $2,799 $43,964.43
CHEM C
54786 NATIONAL STARCH & PO BOX 81119 OH CLEVELAND $25,220 $167 $55 $1,484 $26,926.50
CHEM C
03409 NATIONAL STARCH & PO BOX 578 SC WOODRUFF $220 $412 $632.50
CHEM C
11833 NATIONAL STARCH & 4035 SENATOR STREET TN MEMPHIS $330 $150 $480.00
CHEM C
16472 NATIONAL STARCH & 2410 CHARLES CITY RD VA RICHMOND $2,283 $137 $2,420.75
CHEM C
79895 NATIONAL STARCH & 500 W MARQUETTE AVE WI OAK CREEK $15,624 $843 $16,468.20
CHEM C CUST. TOTAL . . . 87,709 6,354 223 5,540 99,827.14
78948 NAVISTAR INTERNATIONAL PO BOX 1902 IL HOMEWOOD $1,655 $2,763 $827 $855 $6,101.00
C
84677 NAVISTAR INTERNATIONAL C/O TRANZACT SYSTEMS IL HOMEWOOD $18,200 $431 $1,300 $55 $19,986.00
C LTD CUST. TOTAL . . . 19,855 3,194 2,127 910 26,087.00
60898 NED LLOYD MARINE TWO JOURNAL SQUARE NJ JERSEY CITY $5,673- $5,673.76-
PLAZA CUST. TOTAL . . . 5,673- 5,673.76-
77690 NEITA CHEMICAL 10549 W LITTLE YORK TX HOUSTON $318 $318.00
CUST. TOTAL . . . 318 318.00
23880 NEOCHEM CORP 4828 LOOP CENTRAL TX HOUSTON $2,803 $2,803.50
DRIVE CUST. TOTAL . . . 2,803 2,803.50
78716 NEPARA PRODUCT 445 ROUTE 304 NY BARDONIA $7,210 $1,741 $8,952.77
CHEMICAL
56460 NEPARA PRODUCT RT #17M NY HARRIMAN $13,154 $13,154.00
CHEMICAL CUST. TOTAL . . . 20,364 1,741 22,106.77
51960 NEUTROGENA CORPORATION 5760 W 96TH STREET CA LOS ANGELES $145 $145.50
CUST. TOTAL . . . 145 145.50
56269 NUETRON PRODUCTS 22301 MT EPHRAIAM RD MD DICKERSON $7,051 $2,808 $9,859.85
CUST. TOTAL . . . 7,051 2,808 9,859.85
56457 NEVILE CHEMICAL 2800 NEVILLE ROAD PA PITTSBURGH $137 $137.50
COMPANY CUST. TOTAL . . . 137 137.50
57607 NEVILLE CHEMICAL PO BOX 909711 IL CHICAGO $304 $304 $608.00
COMPANY CUST. TOTAL . . . 304 304 608.00
55629 NEVILLE SYNTHESES ROUSEVILLE ROAD PA OIL CITY $8,349 $6,481 $1,216 $16,047.16
CUST. TOTAL . . . 8,349 6,481 1,216 16,047.16
69520 NEW CENTURY FREIGHT 111 WEST JACKSON IL CHICAGO $946 $946.00
ASSOC BLVD CUST. TOTAL . . . 946 946.00
67685 NEW DEPARTURE HYATT 780 JAMES CASEY RD CT BRISTOL $791 $791.73
BEAR CUST. TOTAL . . . 791 791.73
02373 NEW ENGLAND LAMINATES THREE ELM STREET NY WALDEN $322- $322.00-
CUST. TOTAL . . . 322- 322.00-
03956 NEW ENGLAND POWER 25 RESEARCH DRIVE MA WESTBOROUGH $810 $810.36
COMPANY CUST. TOTAL . . . 810 810.36
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 89
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
88626 NEW VENTURE GEAR MUNCIE DIVISION IN MUNCIE $2,865 $1,497 $4,363.16
CUST. TOTAL....... 2,865 1,497 4,363.16
c 88043 NEWMAN CABLE CONST CO 100 NORTH BROADWAY OK KONAWA $730 $1,168 $1,898.50
CUST. TOTAL...... 730 1,168 1,898.50
74264 NEWSPRINT SOUTH INC PAPER MILL ROAD MS GRENADA $693 $693.00
CUST. TOTAL...... 693 693.00
10929 NIACET CORPORATION 400 47TH STREET NY NIAGARA FALLS $1,627 $2,486 $1,620 $5,734.24
GATE #5 CUST. TOTAL....... 1,627 2,486 1,620 5,734.24
21657 NIAGARA MOHAWK POWER 300 ERIE BLVD WEST NY SYRACUSE $508 $508.18
COR CUST. TOTAL....... 508 508.18
07449 NIAGARA NATIONAL 2160 C HILLS AVENUE GA ATLANTA $105 $105.00
COMPANY CUST. TOTAL....... 105 105.00
86148 NICHOLAS GALVANIZING 120 DUFFIELD AVE NJ JERSEY CITY $3,407 $3,407.80
CUST. TOTAL....... 3,407 3,407.80
78506 NILIT AMERICA CORP PRESIDENTIAL PLAZA 2 NJ MIDDLESEX $115 $115.00
CUST. TOTAL........ 115 115.00
19646 NISSAN MOTOR MFG CORP NISSAN BLVD TN SMYRNA $82 $82.50
CUST. TOTAL....... 82 82.50
18957 NO AMER PHILLIPS RD 2 NY BATH $543 $543 $1,086.00
LIGHTIN CUST. TOTAL...... 543 543 1,086.00
85848 NOLAN & CUNNING INC P.O. BOX 2111 MI WARREN $6,591 $921 $7,512.40
CUST. TOTAL...... 6,591 921 7,512.40
24206 NORAMCO OF DELAWARE 500 OLD SWEDES DE WILMINGON $220 $220.00
INC LANDING R CUST. TOTAL...... 220 220.00
89080 NORFOLK SOUTHERN PWY 110 FRANKLIN ROAD VA ROANOKE $1,673- $1,673.80-
SE CUST. TOTAL...... 1,673- 1,673.80-
86115 NORMA CADENA PO BOX 829 TX BROWNSVILLE $2,450 $2,450.00
CUST. TOTAL...... 2,450 2,450.00
09310 NORPLEX/OAK NORTH EAST COUNTY IA POSTVILLE $82 $82.50
ROAD CUST. TOTAL...... 82 82.50
81450 NORT AMERICAN CHEMICAL 777 N ELDRIDGE TX HOUSTON $118 $118.00
CUST. TOTAL...... 118 118.00
23290 NORTH AMERICAN LOBSTER 2000 TONNELLE AVENUE NJ N BERGEN $536 $585 $921.00
CUST. TOTAL...... 536 385 921.00
79884 NORTH AMERICAN 2201 MICHIGAN BAR CA IONE $6,751 $6,751.87
REFACTORI ROAD CUST. TOTAL...... 6,751 6,751.87
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 90
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
52317 NORTH AMERICAN ROUTE #879 PA CURWENSVILLE $110 $110.00
REFRACTOR CUST. TOTAL...... 110 110.00
60891 NORTH AMERICAN 1200 PIPER DRIVE CA MILPITAS $1,456 $1,905 $2,678 $6,039.00
TRANSFORM CUST. TOTAL...... 1,456 1,905 2,678 6,039.00
05712 NORTH INDUSTRIAL CHEM 609 EAST KING ST PA YORK $82 $165 $247.50
CUST. TOTAL...... 82 165 247.50
88317 NORTHEAST CHEMICAL PO BOX 52 PA LANSFORD $923 $923.00
CUST. TOTAL...... 923 923.00
05388 NORTHEAST CONTAINER 161 WOODBINE STREET NJ BERGENFIELD $110 $110.00
CUST. TOTAL...... 110 110.00
89133 NORTHSIDE CHEMICAL CO 18 STETSON STREET NY BUFFALO $27 $27.50
CUST. TOTAL...... 27 27.50
08031 NORTON COMPANY 2770 W WASHINGTON TX STEPHENVILLE $2,576 $2,576.84
CUST. TOTAL...... 2,576 2,576.84
60842 NOVA CHEM 7924 WRENWOOD BLVD LA BATON ROUGE $1005 $1,005.00
CUST. TOTAL...... 1005 1,005.00
03619 NOVA PETROCHEMICALS 785 HILL STREET ON CORUNNA $87 $87.80
INC CUST. TOTAL...... 87 87.80
76046 NOVACOR PO BOX 2535 AB CALGARY $5,072 $1,505 $838 $7,416.74
STATION M
60767 NOVACOR P.O. BOX 3042 ON SARNIA $399 $668 $1,067.30
CUST. TOTAL...... 5,471 2,174 838 8,484.04
58190 NOVACOR CHEMICALS 201 N. FRONT STREET ON SARNIA $90 $90.00
CANADA CUST. TOTAL...... 90 90.00
61002 NOVACOR CHEMICALS INC C/O MERIDIAN MA BRAINTREE $1,026 $1,026.80
TRAFFIC SVC CUST. TOTAL...... 1,026 1,026.80
83279 NOVAGARD 2710 EAST 79TH OH CLEVELAND $605 $605.00
STREET CUST. TOTAL...... 605 605.00
73274 NOVAMAX TECHNOLOGIES GA ATLANTA $55 $55.00
CUST. TOTAL...... 55 55.00
73351 NOVO NORDISK 33 TURNER RD CT DANBURY $10,908 $10,908.15
BIOINDUSTRI
89215 NOVO NORDISK % CASS LOGISTICS MO SAINT LOUIS $2,564 $2,564.40
BIOINDUSTRI
CUST. TOTAL...... 10,908 2,564 $13,472.55
81438 NOXCRETE INC 1444 S. 20TH STREET NE OMAHA $3,278 $3,278.50
CUST. TOTAL...... 3,278 3,278.50
55847 NOXELL CORPORATION 11050 YORK ROAD MO HUNT VALLEY $985 $985.60
CUST. TOTAL...... 985 985.60
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 91
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
60566 NUCOR CORPORATION OLD VALLEY HEAD AL FORT PAYNE $286 $286.00
ROAD CUST. TOTAL...... 286 286.00
69856 NUHART & COMPANY INC 49 DUPONT STREET NY BROOKLYN $84 $84.00
CUST. TOTAL...... 84 84.00
52594 NUTRASWEET COMPANY 1750 LOVERS LANE GA AUGUSTA $1,558 $1,558.50
CUST. TOTAL...... 1,558 1,558.50
84226 NYLONGE CORP 1301 LOWELL STREET OH ELYRIA $27 $27.50
CUST. TOTAL...... 27 27.50
OVER-365-DAYS... 288,059 *** F TO N *** 4,704,352 949,762 256,330 739,300 6,649,745.55
83009 O BRIEN (PARLIN) COGEN 225 S. 8TH STREET PA PHILADELPHIA $52 $52.52
CUST. TOTAL...... 52 52.52
21383 OC ADHESIVES 11-27 EAST 24TH NJ PATERSON $137 $137.50
CORPORATION STREET CUST. TOTAL...... 137 137.50
09953 OHD THERMACORE INC 3200 REACH ROAD PA WILLIAMSPORT $1,183 $1,183.00
CUST. TOTAL...... 1,183 1,183.00
59890 O SULLIVAN CORPORATION 1944 VALLEY PIKE VA WINCHESTER $1,681 $1,575 $1,825 $5,082.00
CUST. TOTAL...... 1,681 1,575 1,825 5,082.00
89075 O'BRIEN CORP 2001 WASHINGTON ST IN SOUTH BEND $78 $78.00
CUST. TOTAL...... 78 78.00
86451 OAKITE PRODUCTS INC 445 ROUTE 304 NY BARDONIA $2,455 $2,455.50
CUST. TOTAL...... 2,455 2,455.50
87815 OAKWOOD BEACH WPCP 751 MILL ROAD NY STATEN ISLAND $671 $671.00
CUST. TOTAL...... 671 671.00
59277 OCCIDENTAL CHEMICAL PO BOX 1230 IL LANSING $384 $384.09
CORP
38525 OCCIDENTAL CHEMICAL HIGHWAY 18 LA TAFT $50 $55 $105.00
CORP
55090 OCCIDENTAL CHEMICAL RIVER ROAD NJ BURLINGTON $55 $55.00
CORP
08157 OCCIDENTAL CHEMICAL 651 TONNELE AVENUE NJ JERSEY CITY $568 $27 $596.00
CORP
38575 OCCIDENTAL CHEMICAL 673 WALK ROAD NY N TONAWANDA $4,659 $2,165 $4,664 $11,489.20
CORP
24720 OCCIDENTAL CHEMICAL PO BOX 344 NY NIAGARA FALLS $8,733 $3,925 $1,172 $1,221 $15,053.86
CORP
26303 OCCIDENTAL CHEMICAL PO BOX 344 NY NIAGARA FALLS $738 $294 $640 $1,672.50
CORP
39400 OCCIDENTAL CHEMICAL PO BOX 728 NY NIAGARA FALLS $477 $302 $385 $21,979 $23,144.75
CORP
78706 OCCIDENTAL CHEMICAL 5000 PACKARD RD NY NIAGARA FALLS $1,203 $251 $3,060 $4,514.50
CORP
79481 OCCIDENTAL CHEMICAL NY NIAGARA FALLS $55 $55.00
CORP
82296 OCCIDENTAL CHEMICAL 53RD & BUFFALO NY NIAGARA FALLS $55 $82 $939 $1,076.50
CORP
27265 OCCIDENTAL CHECMICAL 725 STATE ST & OH ASHTABULA $518 $21- $497.18
CORP E 6TH STR
51528 OCCIDENTAL CHEMICAL 13717 STATE RT 68 S OH KENTON $4,681 $1,345 $1,451 $214 $7,692.80
CORP
07934 OCCIDENTAL CHEMICAL PO BOX 809050 TX DALLAS $96,945 $29,221 $2,939 $754 $129,861.88
CORP
81511 OCCIDENTAL CHEMICAL PO BOX 809050 TX DALLAS $1,413 $1,314- $99.25
CORP
CUST. TOTAL....... 118,103 38,984 6,493 32,714 196,297.51
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 92
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
58890 OCTAGON PROCESSING INC 596 RIVER ROAD NJ EDGEWATER $105 $78- $27.04
CUST. TOTAL....... 105 78- 27.04
26443 OHIO POLYCHEMICAL P O BOX 369004 OH COLUMBUS $8,176 $432 $8,608.50
C 90700 OHIO POLYCHEMICAL 1920 LEONARD AVENUE OH COLUMBUS $1,494 $1,494.00
CUST. TOTAL....... 9,670 432 $10,103.00
09669 OIL CHEM INC C/O CNC RI LINCOLN $440 $1,788 $2,228.63
CUST. TOTAL....... 440 1,788 2,228.63
14572 OLD BRIDGE CHEMICAL P O BOX 194 NJ OLD BRIDGE $9,936 $9,936.53
CUST. TOTAL....... 9,936 9,936.53
87731 OLD QUAKER PAINT 12401 INDUSTRIAL CA VICTORVILLE $384 $384.00
BLVD
CUST. TOTAL....... 384 384.00
07320 OLES ENVELOPE CORP 2510 LOCH HAVEN ROAD MD BALTIMORE $27 $357 $385.00
CUST. TOTAL....... 27 357 385.00
59390 OLIN CORPORATION 120 LONG RIDGE ROAD CT STAMFORD $77,939 $3,400 $5,109 $6,332 $92,783.25
82831 OLIN CORPORATION 120 LONG RIDGE ROAD CT STAMFORD $9,513 $480 $9,725 $3,736 $23,455.13
88539 OLIN CORPORATION DO NOT MAIL CT STAMFORD $3,803 $3,753 $4,156 $100- $11,613.19
59350 OLIN CORPORATION P O BOX 1234 GA AUGUSTA $75 $75.00
07983 OLIN CORPORATION P O BOX 547 KY BRANDENBURG $15,738 $1,356- $1,017 $15,398.50
59380 OLIN CORPORATION P O BOX 2896 LA LAKE CHARLES $980 $600 $40- $1,541.00
59400 OLIN CORPORATION P O BOX 748 NY NIAGARA FALLS $1,560 $776 $255 $666 $3,257.58
59410 OLIN CORPORATION 100 MCKEE ROAD NY ROCHESTER $4,538 $4,538.50
59470 OLIN CORPORATION BOX 30 TX BEAUMONT $2,574 $2,574.00
CUST. TOTAL....... 116,722 9,010 17,890 11,612 155,236.15
79767 OLIN HUNT 731 ENGLER ROAD PA NAZARETH $41 $41.25
CUST. TOTAL....... 41 41.25
51209 OLYMPIC OIL COMPANY 5000 WEST 41ST IL CICERO $1,419 $1,419.00
STREET CUST. TOTAL....... 1,419 1,419.00
90019 OMEGA CHEMICAL CORP 3102 OAK LAWN AVENUE TX DALLAS $1,419 $1,419.00
CUST. TOTAL....... 1,419 1,419.00
52526 OMNICOLOGY INC 20 INDUSTRIAL NY GLOVERSVILLE $424 $424.00
PARKWAY CUST. TOTAL....... 424 424.00
80566 ONTARIO HYDRO BROCK RD SOUTH ON PICKERING $32 $45 $77.10
79982 ONTARIO HYDRO P O BOX 1000 ON TIVERTON $504 $504.93
CUST. TOTAL....... 537 45 582.03
85390 OPERATIONAL ENERGY HWY 130 & PORCUPINE NJ PEDRICKTOWN $55 $55.00
CORP RD CUST. TOTAL....... 55 55.00
89749 OPTIMA CHEMICAL 1415 WILLACOOCHEE GA DOUGLAS $725 $175 $900.00
ROAD CUST. TOTAL....... 725 175 900.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 93
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
59680 ORMET CORPORATION BOX 176 OH HANNIBAL $210 $210.00
CUST. TOTAL....... 210 210.00
79741 OSCO/BRYSON INC 522 RIVERGATE RD TN MEMPHIS $4,269 $4,269.50
81782 OSCO/BRYSON INC 618 GRASSMERE PARK TN NASHVILLE $3,274 $3,274.40
DRIVE CUST. TOTAL....... 7,543 7,543.90
77272 OSPECA ENTERPRISES 4740 COFFEEPORT RD TX BROWNSVILLE $1,800 $1,800.00
CUST. TOTAL....... 1,800 1,800.00
88574 OWENS CORNING P O BOX 89 CA SANTA CLARA $3,717 $3,717.00
FIBERGLAS
09326 OWENS CORNING 300 SUNSHINE ROAD KS KANSAS CITY $82 $82.50
FIBERGLAS
51516 OWENS CORNING P O BOX 98 NY DELMAR $200 $200.00
FIBERGLAS
59930 OWENS CORNING CASE AVENUE OH NEWARK $27- $27.50-
FIBERGLAS
59700 OWENS CORNING P O BOX 10028 OH TOLEDO $7,453 $1,557 $820 $3,944 $13,775.51
FIBERGLAS
59830 OWENS CORNING P O BOX 499 SC AIKEN $3,022 $3,022.00
FIBERGLAS CUST. TOTAL....... 14,275 1,557 820 4,116 20,769.51
71343 OXY PETROCHEMICALS INC P O BOX 56388 TX HOUSTON $5,465 $210 $395 $6,070.89
CUST. TOTAL....... 5,465 210 395 6,070.89
71431 P & O CONTAINERS ONE MEADOWLANDS NJ E RUTHERFORD $138 $138.50
LIMITED PLAZA CUST. TOTAL....... 138 138.50
02173 P B & S CHEMICAL 250 CNTRL FLORIDA FL ORLANDO $2,249 $2,249.80
COMPANY PKWAY
60640 P B & S CHEMICAL P O BOX 20 KY HENDERSON $2,873 $63 2,936.50
COMPANY CUST. TOTAL....... 5,123 63 5,186.30
63072 P C A EAST INC BOX 58868 CA LOS ANGELES $857 $1,578 $1,173 $3,609.50
CUST. TOTAL....... 857 1,578 1,173 3,609.50
82020 P C I WURTZ RD KY WURTLAND $27 $27- $.00
CUST. TOTAL....... 27 27- .00
56869 P C R INCORPORATED P O BOX 1466 FL GAINESVILLE $935 $248 $275 $1,458.50
CUST. TOTAL....... 935 248 275 1,458.50
33970 P D GEORGE COMPANY P O BOX 66756 MO SAINT LOUIS $4,027 $4,027.27
CUST. TOTAL....... 4,027 4,027.27
71793 P H GLATFELTER COMPANY P O BOX 200 NC PISGAH FOREST $822 $822.50
34300 P H GLATFELTER COMPANY 228 S MAIN STREET PA SPRING GROVE $8,675 $39 $1,020 $9,734.50
CUST. TOTAL....... 8,675 39 1,842 10,557.00
77873 P D CONTAINERS LIMITED C/O SEALAND MARINE NJ ELIZABETH $362 $362.25
TERMI CUST. TOTAL....... 362 362.25
00168 P P G INDUSTRIES INC P O BOX 790-SIGNAL CA SAN PEDRO $165 $165.00
ST
64580 P P G INDUSTRIES INC 1377 OAKLEIGH DR GA E POINT $277 $277.50
64620 P P G INDUSTRIES INC BOX 1000 LA LAKE CHARLES $6,341 $325 $302 $6,969.25
78033 P P G INDUSTRIES INC 1330 PIEDMONT MI TROY $937 $937.40
03198 P P G INDUSTRIES INC P O BOX 1857 NC LEXINGTON $651 $651.80
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 94
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
64660 P P G INDUSTRIES INC RT 4 WASHBURN SWITCH NC SHELBY $55 $55.00
ROA
18500 P P G INDUSTRIES INC 4829 FAIRLAND ROAD OH BARBERTON $1,274 $1,274.00
75436 P P G INDUSTRIES INC 848 SOUTHERN AVE OH CHILLICOTHE $1,593 $1,593.00
63230 P P G INDUSTRIES INC P O BOX 30382 OH CLEVELAND $765 $765.82
83191 P P G INDUSRTIES INC % COMMERCIAL TRAFFIC OH CLEVELAND $409 $181 $590.23
53365 P P G INDUSTRIES INC 760 PITTSBURGH DRIVE OH DELAWARE $4,581 $100- $4,481.34
28435 P P G INDUSTRIES INC 1 P P G PLACE PA PITTSBURGH $2,227 $2,227.40
77420 P P G INDUSTRIES INC CHEMICALS GROUP PA PITTSBURGH $37,817 $3,665 $4,452 $12,011 $57,946.21
64740 P P G INDUSTRIES INC 128 COLFAX/C & R PA SPRINGDALE $1,293 $1,293 $2,587.98
ACCTG
07372 P P G INDUSTRIES INC 1901 AVE H & 16TH ST TX LA PORTE $8,334 $981- $7,352.55
51984 P P G INDUSTRIES INC SANTEK DIVISION WI APPLETON $25- $25.00-
53425 P P G INDUSTRIES INC WV NATRIUM $55 $55.00
18920 P P G INDUSTRIES INC P O BOX 191 WV NEW MARTINSVIL $3,540 $3,478 $440 $3,739 $11,197.25
CUST. TOTAL....... 64,187 10,969 7,306 16,638 99,101.73
22149 P Q CORPORATION P O DRAWER 5407 GA AUGUSTA $278- $278.36-
09153 P Q CORPORATION P O BOX 667 MA LEXINGTON $1,641 $1,302 $2,943.96
18156 P Q CORPORATION 1 PADDOCK STREET NJ AVENEL $27- $27.50-
53290 P Q CORPORATION P O BOX 840 PA VALLEY FORGE $11,830 $16,235 $965 $95 $29,125.00
CUST. TOTAL....... 13,471 16,235 965 1,092 31,763.10
51313 P&O CONTAINERS LIMITED 6610-B TRIBUTARY MD BALTIMORE $432 $432.50
STREET CUST. TOTAL....... 432 432.50
09473 PABCO PAPER PRODUCTS 4480 PACIFIC BLVD CA VERNON $688 $688.00
INC CUST. TOTAL....... 688 688.00
79852 PACE CHEMICAL INC 10333 RICHMOND TX HOUSTON $4,439 $2,585 $3,152 $10,176.08
CUST. TOTAL....... 4,439 2,585 3,152 10,176.08
70673 PACIFIC ANCHOR 3305 E26TH ST CA LOS ANGELES $27 $27.50
CHEMICAL CUST. TOTAL....... 27 27.50
88680 PACIFIC COAST 1412 KNOX AVE MO KANSAS CITY $154 $154.00
CUST. TOTAL....... 154 154.00
06360 PACIFIC INDUSTRIES INC 787 WATERVILIET- NY LATHAM $3,108 $3,108.00
SHAKER R
CUST. TOTAL....... 3,108 3,108.00
69838 PACIFIC MOLASSES 2700 BROENING HWY MD BALTIMORE $247- $247.50-
COMPANY CUST. TOTAL....... 247- 247.50-
87754 PACIFIC PAC INC 2340 BERT DRIVE CA HOLLISTER $55 $55.00
CUST. TOTAL....... 55 55.00
19295 PACKAGING CORP OF 4633 DOWNEY ROAD CA LOS ANGELES $7,411 $7,704 $15,116.10
AMERIC
56725 PACKAGING CORP OF P O BOX 1048 GA VALDOSTA $825 825.00
AMERIC CUST. TOTAL....... 825 7,411 7,704 15,941.10
58874 PACKAGING SERVICES P O BOX 875 TX PEARLAND $292 $292.50
CUST. TOTAL....... 292 292.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 95
TOTAL
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE
- ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
87712 PAGE CLEANING 16824 114TH AVENUE AB EDMONTON $55 $55.00
CUST. TOTAL......... 55 55.00
66106 PAN AMERICAN AIRLINES J F K AIRPORT NY JAMAICA $125 $125.00
CUST. TOTAL......... 125 125.00
60220 PANTASOTE COMPANY 26 JEFFERSON STREET NJ PASSAIC $3,207 $27 $3,234.98
72322 PANTASOTE COMPANY 67 MADISON STREET NJ PASSAIC $242 $242.50
CUST. TOTAL......... 3,207 27 242 3,477.48
c 88433 PANTECH 6404 MCCONKLE AVE SW WV SAINT ALBANS $4,446 $4,446.00
CUST. TOTAL......... 4,446 4,446.00
56823 PAPER MANUFACTURERS 9800 BUSTLETON AVE PA PHILADELPHIA $305 $305.00
CUST. TOTAL......... 305 305.00
85023 PARA AG INC 14014 PARADISE MD HAGERSTOWN $5,716 $5,716.16
CHURCH RD
CUST. TOTAL......... 5,716 5,716.16
60280 PARA CHEMICAL INC HIGHWAY 14 SC SIMPSONVILLE $180 $180.00
CUST. TOTAL......... 180 180.00
85910 PARADIGM LABS P.O. BOX 448 PA BERNVILLE $90 $243 $333.00
CUST. TOTAL......... 90 243 333.00
24163 PARAMOUNT FEED 19310 LONG MEADOW RD MD HAGERSTOWN $630 $630.99
CUST. TOTAL......... 630 630.99
11345 PARK CHEMICAL COMPANY 8074-A110 MI DETROIT $2,006 $2,006 $4,013.40
MILITARY AVE
CUST. TOTAL......... 2,006 2,006 4,013.40
21430 PARKE DAVIS & COMPANY 188 HOWARD STREET MI HOLLAND $165 $1,698 $1,863.30
CUST. TOTAL......... 165 1,698 1,863.30
05158 PARKER AMCHEM 23343 SHERWOOD MI WARREN $55 $27 $82.50
CUST. TOTAL......... 55 27 82.50
28636 PARKS CORPORATION 1630 NORTH FIFTH ST GA MADISON $1,235 $1,235.00
60440 PARKS CORPORATION 1 MAIN STREET MA SOMERSET $4,302 $4,302.00
20941 PARKS CORPORATION 3122 COLLEGE TX GREENVILLE $1,906 $1,906.00
CUST. TOTAL......... 1,906 5,537 7,443.00
00240 PASSONNO CORPORATION 500 BROADWAY NY WATERVLIET $75 $75.00
CUST. TOTAL......... 75 75.00
89549 PATCO C/0 USA NJ EDISON $192 $192.50
DETERGENTS
CUST. TOTAL......... 192 192.50
17785 PAULSBORO PACKAGING UNIVERSAL ROAD OFF NJ PAULSBORO $55 $27 $82.50
MANTU
CUST. TOTAL......... 55 27 82.50
07172 PAULSEN WIRE 880 SOUTH 2ND STREET PA SUNBURY $3,072 $2,308 $5,381.31
CUST. TOTAL......... 3,072 2,308 5,381.31
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 96
S.C.
CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00644 PAVE MARK 1855 PLYMOUTH ROAD NW GA ATLANTA $50 $25- $25.00
CUST. TOTAL $50 $25- $25.00
28464 PCT TRANSPORT INC P O BOX 7002 TX ADDISON $363 $363.84
CUST. TOTAL 363 363.84
68337 PEBRA-PETERBOROUGH 775 NEAL DRIVE ON PETERBOROUGH $192 $192.50
CUST. TOTAL 192 192.50
03017 PECTIN P O BOX 4407 TX HOUSTON $1,350 $1,350.00
CUST. TOTAL 1,350 1,350.00
89459 PEINNACLE OIL 5009 WEST 81 STREET IN INDIANAPOLIS $65 $65.00
CUST. TOTAL 65 65.00
51645 PENCO INC OF LYNDHURST N 540 NEW YORK AVENUE NJ LYNDHURST $26 $26.26
CUST. TOTAL 26 26.26
08502 PENFORD PRODUCTS CO 1001 FIRST AVE. S W IA CEDAR RAPIDS $2,558 $2,558.78
CUST. TOTAL 2,558 2,558.78
62140 PENNA POWER & LIGHT CO 2 NORTH 9TH STREET PA ALLENTOWN $15,193 $15,193.69
54395 PENNA POWER & LIGHT CO P O BOX 257 PA MARTINS CREEK $840 $840.53
CUST. TOTAL 16,034 $16,034.22
85706 PENNTECH CORP 100 CENTER STREET PA JOHNSONBURG $55 $55.00
CUST. TOTAL 55 55.00
70737 PENNZOIL PRODUCTS CO 3450 HOLLYWOOD AVE LA SHREVEPORT $82 $82.50
69887 PENNZOIL PRODUCTS CO P O BOX 17649 MO SAINT LOUIS $1,319 $718 $2,037.50
54472 PENNZOIL PRODUCTS CO P O BOX 2967 TX HOUSTON $247 $247.50
CUST. TOTAL 1,401 718 247 2,367.50
71344 PENRECO 138 PETROLIA STREET PA KARNS CITY $514 $514.00
CUST. TOTAL 514 514.00
51090 PENTRON INC 200 KING ROAD PA WEST CHESTER $155 $155.75
CUST. TOTAL 155 155.75
02436 PERDUE INCORPORATED BOX 1537 MD SALISBURY $5,739 $790 $169 $6,699.79
CUST. TOTAL 5,739 790 169 6,699.79
28310 PERIDOT CHEMICAL COMPANY C/O CHEMICAL LEAMAN TANK NJ NEWARK $172,148 $4,987 $177,135.93
30735 PERIDOT CHEMICAL COMPANY 330 DOREMUS AVENUE NJ NEWARK $426 $426.00
87497 PERIDOT CHEMICAL COMPANY P O BOX 2498 OH COLUMBUS $1,323 $1,323.44
CUST. TOTAL 172,148 6,737 178,885.37
89607 PERKIT FOLDING BOX CORP 36 POYDRAS ST MA BOSTON $40 $40.50
CUST. TOTAL 40 40.50
86422 PERMAGILE INDUSTRIES 101 COMMERCIAL STREET NY PLAINVIEW $84 $84.00
CUST. TOTAL 84 84.00
</TABLE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 97
S.C.
CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
86357 PERRIGO SILICA 502 EASTERN AVE MI ALLEGAN $275 $275.00
86358 PERRIGO SILICA 117 WATER STREET MI ALLEGAN $2,066- $130- $2,196.00-
CUST. TOTAL 275 2,066- 130- 1,921.00-
01838 PERVO PAINT COMPANY 6624 STANFORD AVENUE CA LOS ANGELES $572 $572.50
CUST. TOTAL 572 572.50
21551 PET FOODS INC NEW CUT ROAD SC SPARTANBURG $137 $137.50
CUST. TOTAL 137 137.50
54126 PETRO CANADA PRODUCTS 385 SOUTHDOWN ROAD ON MISSISSAUGA $330 $1,598 $27 $5,573 $7,529.75
89114 PETRO CANADA PRODUCTS 385 SOUTHDOWN ROAD ON MISSISSAUGA $1,907 $1,907.67
CUST. TOTAL 330 1,598 27 7,481 9,437.42
06203 PETRO CANADA VENTURES 11701 SHERBROOKE ST E PQ MONTREAL $247- $247.50-
CUST. TOTAL 247- 247.50-
85258 PETROCEL S A BELISARIO DOMINGUEZ NO 2 MX MONTERREY NL $836 $836.00
CUST. TOTAL 836 836.00
00373 PETROLITE CORPORATION 369 MARSHALL AVE MO WEBSTER GROVES $22,296 $7,415 $313 $4,530 $34,555.94
21995 PETROLITE CORPORATION 4TH & SAVILLE AVENUE PA EDDYSTONE $220 $220 $440.00
67218 PETROLITE CORPORATION 16010 BAKERSPOINT LANE TX HOUSTON $1,031 $1,031.00
05098 PETROLITE CORPORATION 13200 BAYPARK ROAD TX PASADENA $29,215 $4,555 $968 $34,739.03
CUST. TOTAL 52,542 12,190 313 5,718 70,765.97
72559 PETRON CORPORATION SUITE 103-180 GORDON DRIVE PA LIONVILLE $205 $1,250 $3,559 $275 $5,291.02
CUST. TOTAL 205 1,250 3,559 275 5,291.02
71541 PETROPLUS P O BOX 5376 NJ DEPTFORD $346 $677 $1,024.49
CUST. TOTAL 346 677 1,024.49
83884 PETROWAX PA INC 33 RT 31 NORTH NJ ANNANDALE $3,078 $3,078.00
CUST. TOTAL 3,078 3,078.00
55345 PFISTER CHEMICAL WORKS LINDEN AVE ROUTE 46 NJ RIDGEFIELD $987 $987.00
CUST. TOTAL 987 987.00
63180 PFIZER INC BLDG 113 EASTERN POINT CT GROTON $27 $82 $110.00
80463 PFIZER INC P O BOX 340 NC PLYMOUTH $125 $125.00
67090 PFIZER INC 235 E 42ND STREET NY NEW YORK $450 $450.00
CUST. TOTAL 27 82 575 685.00
55455 PHELPS DODGE CORPORATION P O BOX 600 IN FORT WAYNE $82 $82.50
CUST. TOTAL 82 82.50
52115 PHIBRO ENERGY INC P O BOX 5038 TX HOUSTON $27 $411 $438.50
CUST. TOTAL 27 411 438.50
04667 PHIBRO REFINING INC HIGHWAY 105 SOUTH LA KROTZ SPRINGS $882 $882.00
CUST. TOTAL 882 882.00
</TABLE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 98
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
63510 PHILA ELECTRIC COMPANY 2301 MARKET STREET PA PHILADELPHIA $26 $26.26
CUST. TOTAL 26 26.26
88126 PHILADELPHIA CONVENTION 13TH AND ARCH STREETS PA PHILADELPHIA $1,265 $1,265.00
CUST. TOTAL 1,265 1,265.00
75832 PHILIPS COMPONENTS 6071 ST ANDREWS RD SC COLUMBIA $1,238 $1,238.40
CUST. TOTAL 1,238 1,238.40
76148 PHILIPS LIGHTING CORP 7265 HAMMONDSPORT RD DOC NY BATH $2,365- $2,365.00-
CUST. TOTAL 2,365- 2,365.00-
11199 PHILLIP MORRIS USA 4100 BERMUDA HUNDRED ROA VA CHESTER $1,425 $1,425.00
55615 PHILLIP MORRIS USA P O BOX 26603 VA RICHMOND $385 $275 $660.00
CUST. TOTAL 1,810 275 2,085.00
62398 PHOENIX PETROLEUM 1009 W 9TH AVE PA KING OF $178 $178.76
PRUSSIA
CUST. TOTAL 178 178.76
64110 PHOTO CIRCUIT COMPANY 31 SEA CLIFF AVENUE NY GLEN COVE $26 $338- $311.74-
CUST TOTAL 26 338- 311.74-
53345 PHTHALCHEM INC 266 WEST MITCHELL AVENUE OH CINCINNATI $25 $75 $100.00
CUST. TOTAL 25 75 100.00
81953 PICKETT ENTERPRISES INC 3341 SUCCESSFUL WAY OH DAYTON $4,103 $4,013.58
CUST. TOTAL 4,103 4,103.58
60094 PIEDMONT LABS 2030 OLD CHANDLER ROAD GA GAINESVILLE $285 $285.00
CUST. TOTAL 285 285.00
64210 PIERCE & STEVENS CHEMICA P O BOX 1092 NY BUFFALO $27- $27.50-
00797 PIERCE & STEVENS CHEMICA COLDSTREAM ROAD PA KIMBERTON $11,843 $3,938 $15,782.06
CUST. TOTAL 11,843 3,938 27- 15,754.56
63651 PILGRIM INDUSTRIES P O BOX 1656 TX MOUNT PLEASANT $275 $275.00
CUST. TOTAL 275 275.00
01815 PILOT CHEMICAL COMPANY 606 SHEPHERD DRIVE OH LOCKLAND $110 $25 $135.00
54204 PILOT CHEMICAL COMPANY 3439 YANKEE ROAD OH MIDDLETOWN $4,980 $247- $4,732.73
01027 PILOT CHEMICAL COMPANY 11623 N HOUSTON-ROSSLYN TX HOUSTON $55 $82 $137.50
90228 PILOT CHEMICAL COMPANY 11623 N HOUSTON-ROSSLYN TX HUDSON $55 $55.00
CUST. TOTAL 5,200 82 25 247- 5,060.23
66500 PILOT LABORATORIES 267 HOMESTEAD AVE NJ AVENEL $27 $27.50
CUST. TOTAL 27 27.50
27599 PIONEER CHLORALKALI CO I P O BOX 86 NV HENDERSON $42 $156 $198.60
CUST. TOTAL 42 156 198.60
08274 PIONEER PAINT PRODUCTS 1529 N 31ST AVENUE IL MELROSE PARK $467 $467.50
CUST. TOTAL 467 467.50
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 99
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14546 PIRELLI CABLE HIGHWAY 28 BYPASS SC ABBEVILLE $68 $68.75
CORPORATION
CUST. TOTAL 68 68.75
51388 PITTSBURGH PENN OIL COMP FREEPORT ROAD PA CREIGHTON $55 $55.00
CUST. TOTAL 55 55.00
05901 PITTWAY CORPORATION 6100 WEST HOWARD STREET IL NILES $237 $237.50
CUST. TOTAL 237 237.50
65174 PLACID REFINING CO 1940 HIGHWAY 1 N LA PORT ALLEN $2,161 $2,161.50
CUST. TOTAL 2,161 2,161.50
88148 PLAID ENTERPRISES 2365 PARK CENTRAL BLVD GA DECATUR $665 $665.00
CUST. TOTAL 665 665.00
76839 PLASTIC SPEC & TECH 145 BAEKELAND AVE NJ PISCATAWAY $100 $100.00
CUST. TOTAL 100 100.00
70603 PLASTIC SPEC & TECHNOLOGY 101 RAILROAD AVENUE NJ RIDGEFIELD $55 $110 $137 $1,212 $1,514.50
CUST. TOTAL 55 110 137 1,212 1,514,50
88008 PLAZE INC. 105 BOLTEE LANE MO SAINT CLAIR $27 $27.50
CUST. TOTAL 27 27.50
06642 PMC SPECIALTIES GROUP IN 10051 ROMANDEL CA SANTA FE SPRS $214- $214.20-
09604 PMC SPECIALTIES GROUP IN 735 E 115TH STREET IL CHICAGO $27 $374 $402.00
06082 PMC SPECIALTIES GROUP IN INDUSTRIAL DRIVE NJ FORDS $78 $302 $380.00
05752 PMC SPECIALTIES GROUP IN 5220 VINE STREET OH CINCINNATI $166 $166.00
73970 PMC SPECIALTIES GROUP IN 501 MURRAY ROAD OH CINCINNATI $625 $625.00
CUST. TOTAL 78 27 1,253 1,358.80
63086 POLIOLES PA LIONVILLE $4,195 $4,465 $8,660.50
06773 POLIOLES 3535 E 14TH STREET TX BROWNSVILLE $260 $260.00
CUST. TOTAL 4,455 4,465 8,920.50
61874 POLLIO DAIRY PRODUCTS 8600 MAIN STREET NY CAMPBELL $25 $25.00
CUST. TOTAL 25 25.00
22041 POLY CHEM INC 154 EAST AVENUE CT NORWALK $600- $600.65-
CUST. TOTAL 600- 600.65-
65060 POLYCAST TECHNOLOGY CORP 69 SOUTHFIELD AVENUE CT STAMFORD $220 $220.00
CUST. TOTAL 220 220.00
81555 POLYCHROME CORPORATION #1 POLY PARK CORP GA COLUMBUS $1,974 $1,974.05
CUST. TOTAL 1,974 1,974.05
80546 POLYCON INDUSTRIES 65 INDEPENDENCE PLACE ON GUELPH $55 $55.00
CUST. TOTAL 55 55.00
03604 POLYFILMS INC DEPOT STREET MA WILKINSONVILLE $220 $735 $955.00
CUST. TOTAL 220 735 955.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #100
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
02596 POLYMER DEVELOPMENT 212 WEST TAFT AVENUE CA ORANGE $145 $135 $280.00
LABS
CUST. TOTAL 145 135 280.00
80507 POLYSAR RUBBER 1265 VIDAL ST SOUTH ON SARNIA $270 $96 $64 $430.50
SERVICES
CUST. TOTAL 270 96 64 430.50
69062 POLYSAT INC 7240 STATE ROAD PA PHILADELPHIA $2,260 $2,990 $3,036 $8,287.00
CUST. TOTAL 2,260 2,990 3,036 8,287.00
68853 POLYTEX ENVIRONMENTAL 820 EAST 140TH ST NY BRONX $50 $50.00
IN
CUST. TOTAL 50 50.00
28622 POLYTHANE SYSTEMS P O BOX 1452 TX SPRING $746- $746.77-
INC
CUST. TOTAL 746- 746.77-
09637 POLYTOP 110 GRAHAM DRIVE RI SLATERSVILLE $3,835 $1,812 $346 $5,993.73
CUST. TOTAL 3,835 1,812 346 5,993.73
87509 POPE & TALBOT INC ABSORBENT PRODUCTS WI EAU CLAIRE $1,450 $1,500 $2,950.00
DIV
CUST. TOTAL 1,450 1,500 2,950.00
87281 PORCELAIN INDUSTRIES 20 CECO ROAD TN DICKSON $272 $272.00
INC
CUST. TOTAL 272 272.00
05983 POTLATCH CORPORATION EAST END MN CLOQUET $5,977 $5,977.55
CUST. TOTAL 5,977 5,977.55
08224 PPG INDUSTRIES INC AUTOMOTIVE FINISHES OH CLEVELAND $781 $1,557 $560 $2,899.01
CUST. TOTAL 781 1,557 560 2,899.01
71043 PRECISION CASTPARTS 4600 S E HARVEY DRIVE OR PORTLAND $82 $82.50
CORP
CUST. TOTAL 82 82.50
82889 PRECISION FABRICS 301 EAST MEADOWVIEW RD NC GREENSBORO $96 $96.25
GROUP
GREENSBORO 96 96.25
89125 PREMIER INDUSTRIES C/O BROOKS TECHNOLOGY OH CLEVELAND $192 $192.50
CORP DI
CUST. TOTAL 192 192.50
65830 PREMIX INC ROUTE 20 & HARMON ROAD OH N KINGSVILLE $2,561 $295 $2,856.95
CUST. TOTAL 2,561 295 2,856.95
86929 PRIDE SOLVENTS & 6 LONG ISLAND AVE NY HOLTSVILLE $104 $104.00
CHEM CO
CUST. TOTAL 104 104.00
86224 PRILLAMAN CHEMICAL CORP 2001 CONTINENTAL BLV NC CHARLOTTE $110- $110.00-
09814 PRILLAMAN CHEMICAL CORP 334 WORTH STREET NC FAYETTEVILLE $165 $165.00
86178 PRILLAMAN CHEMICAL CORP C/O RADIATOR SPECIALTY C NC INDIAN TRAIL $1,924 $1,924.00
CUST. TOTAL 1,924 55 1,979.00
085230 PRIMARY RECOVERY CORP 3302 DEEPWATER TERMINAL VA RICHMOND $1,796 $1,796.00
CUST. TOTAL 1,796 1,796.00
</TABLE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #101
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
89980 PRIORITY 7585 PRIORITY LANE MS OLIVE BRANCH $697 $697.00
TRANSPORTATION
CUST. TOTAL 697 697.00
83883 PRO PAC 1000 BARBEE STREET NC SPRING HOPE $40,664 $40,664.58
CUST. TOTAL 40,664 40,664.58
88509 PROCTER & GAMBLE DE LOMA FLORIDA NO 32 MX MEXICO DF $1,215 $1,215.00
MEXI
CUST. TOTAL 1,215 1,215.00
11800 PROCTER & GAMBLE MFG CO ROUTE 3 FL PERRY $715 $715.00
72571 PROCTER & GAMBLE MFG CO 1 W HEGELER LANE IL DANVILLE $220 $220.00
65940 PROCTER & GAMBLE MFG CO 1422 NICHOLSON ST MD BALTIMORE $392 $392.38
01303 PROCTER & GAMBLE MFG CO 5921 SUMMIT AVENUE NC BROWN SUMMIT $412 $1,413 $780 $2,606.00
75957 PROCTER & GAMBLE MFG CO C/O HETERENE CHEM NJ PATERSON $55 $1,306 $1,361.35
50787 PROCTER & GAMBLE MFG CO P O BOX 1574/NOT EDI BIL OH CINCINNATI $10,828 $19,818 $1,442 $4,329 $36,418.62
65910 PROCTER & GAMBLE MFG CO P O BOX 1574 OH CINCINNATI $26,647 $17,741 $644 $45,034.00
83295 PROCTER & GAMBLE MFG CO 5299 SPRING GROVE AVE OH CINCINNATI $37,200 $53,400 $90,600.00
65960 PROCTER & GAMBLE MFG CO 5201 SPRING GROVE AVE OH IVORYDALE $407 $407.00
66060 PROCTER & GAMBLE MFG CO P O BOX 355 STATION AV ON TORONTO $15,811 $2,514 $7,334 $18,530 $44,192.10
20435 PROCTER & GAMBLE MFG CO P O BOX 32 PA MEHOOPANY $2,636 $2,636.68
87836 PROCTER & GAMBLE MFG CO 6500 TRANS CANADA HIGHWA PQ POINTE CLAIRE $2,309 $2,340 $4,650.45
89229 PROCTER & GAMBLE MFG CO C/O KOLMAR LABS TN MEMPHIS $45 $45.00
CUST. TOTAL 96,239 42,470 12,256 78,312 229,278.58
74838 PROCTER & GAMBLE 5100 POPLAR AVENUE TN MEMPHIS $11,275 $3,060 $197 $14,532.50
CELLULO
CUST. TOTAL 11,275 3,060 197 14,532.50
85451 PROD. IND. DE PLOMO FCO I MADERO 233 MX STA CATARINA N $15,724 $10,693 $26,418.25
SA D
CUST. TOTAL 15,724 10,693 26,418.25
63181 PROVOST CARTAGE 7887 GRENACHE PQ MONTREAL $1,271 $1,271.17
CUST. TOTAL 1,271 1,271.17
85969 PSI CHEMICALS 655 WASHINGTON BLVD CT STAMFORD $737 $737.00
CUST. TOTAL 737 737.00
66220 PUBLIC SERV ELEC P O BOX 1868 NJ NEWARK $183 $2,527 $2,711.32
& GAS
CUST. TOTAL 183 2,527 2,711.32
10346 PUERTO RICAN MARINE BOX 3170 RARITON PLAZA 1 NJ EDISON $2,876 $2,876.44
MGMT
CUST. TOTAL 2,876 2,876.44
55127 PUROLITE 150 MONUMENT AVENUE PA BALA CYNWYD $45 $180 $225.00
CUST. TOTAL 45 180 225.00
54965 PVS CHEMICALS INC 12260 S CARONDOLET AVE IL CHICAGO $25,184 $298 $4,895 $30,378.75
14286 PVS CHEMICALS INC 55 LEE STREET NY BUFFALO $3,243 $1,106 $9,799 $14,148.53
00032 PVS CHEMICALS INC 3149 COPLEY ROAD OH COPLEY $65,070 $2,034 $47- $13,673 $80,731.96
CUST. TOTAL 93,498 2,034 1,357 28,368 125,259.24
12574 PVS NOLWOOD CHEMICAL 10900 HARPER AVENUE MI DETROIT $3,831 $1,246 $841 $5,918.97
INC
CUST. TOTAL 3,831 1,246 841 5,918.97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #102
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
83903 PVS TECHNOLOGIES 10900 HARPER AVENUE MI DETROIT $35,459 $1,353 $406 $2,329 $39,548.13
CUST TOTAL 35,459 1,353 406 2,329 39,548.13
71195 Q O CHEMICALS INC 2801 KENT AVE IN W LAFAYETTE $3,383 $3,352 $6,736.00
67220 Q O CHEMICALS INC 3324 CHELSEA AVE TN MEMPHIS $18,412 $1,125 $1,780 $21,318.29
CUST TOTAL 21,796 3,352 1,125 1,780 28,054.29
87640 QUADRA CORPORATION 210 SUMMIT AVE NJ MONTVALE $5,712 $5,712.50
CUST TOTAL 5,712 5,712.50
06734 QUADRANT CHEMICAL CO 2600 INDUSTRIAL BLVD TX MCKINNEY $3,150 $579 $3,729.90
CUST TOTAL 3,150 579 3,729.90
57595 QUAKER CHEMICAL CORP ELM & LEE STREET PA CONSHOHOCKEN $7,605 $6,243 $277 $51 $14,177.10
CUST TOTAL 7,605 6,243 277 51 14,177.10
67180 QUAKER STATE CONGO RD WV NEWELL $9,978 $9,978.80
CORPORATION
CUST TOTAL 9,978 9,978.80
57514 QUAKER SUPREME 435 SADLER STREET AL MONTGOMERY $55 $55.00
CUST TOTAL 55 55.00
85029 QUALA SYSTEMS INC 3643 DEPOT RD CA HAYWARD $6,516 $6,516.00
89043 QUALA SYSTEMS INC P O BOX 1708 GA AUGUSTA $450 $450.00
87388 QUALA SYSTEMS INC P O BOX 7 GA JONESBORO $675 $675.00
89227 QUALA SYSTEMS INC P O BOX 165 LA SAINT GABRIEL $455- $455.50-
89728 QUALA SYSTEMS INC 119 E LOUGHBOROUGH ST MO SAINT LOUIS $287 $287.50
89223 QUALA SYSTEMS INC US 421 & COWPEN LANDING NC WILMINGTON $6,137 $6,137.50
89226 QUALA SYSTEMS INC CEDAR SWAMP & COOPER RDS NJ BRIDGEPORT $10,362 $10,362.50
89475 QUALA SYSTEMS INC 80 DOREMUS AVENUE NJ NEWARK $225 $225.00
66456 QUALA SYSTEMS INC BOX 174 NJ PEDRICKTOWN $3,650 $3,650.00
89903 QUALA SYSTEMS INC 470 FILLMORE AVE NY TONAWANDA $197 $197.00
89857 QUALA SYSTEMS INC P O BOX 10 0H ROSS $5,496 $5,251 $10,748.25
89231 QUALA SYSTEMS INC BOX 579 SC FAIRFOREST $14,745 $14,745.00
89547 QUALA SYSTEMS INC 4953 VIRGINIA AVE SC N CHARLESTON $15,774 $15,774.50
89725 QUALA SYSTEMS INC 131 S GARRISON RD SC ROCK HILL $1,146 $1,146.00
89233 QUALA SYSTEMS INC 701 SOUTH HWY 288 TX CLUTE $50 $50.00
89235 QUALA SYSTEMS INC P O BOX 168 WV FRIENDLY $7,775 $7,775.00
89858 QUALA SYSTEMS INC P O BOX 168 WV INSTITUTE $330 $330.00
89225 QUALA SYSTEMS INC ROUTE 2 WV NATRIUM $2,962 $2,962.50
CUST TOTAL 76,324 5,251 81,576.25
55074 QUALITY CHEMICALS 2112 INDUSTRIAL ROAD MI HOWELL $174 $174.00
23203 QUALITY CHEMICALS P O BOX 216 PA TYRONE $55 $55.00
CUST TOTAL 229 229.00
51615 QUANTUM CHEMICAL CORP 8805 NORTH TABLER ROAD IL MORRIS $165 $165.00
84610 QUANTUM CHEMICAL CORP P O BOX 429596 OH CINCINNATI $125 $125 $375 $625 $1,250.00
CUST TOTAL 290 125 375 625 1,415.00
70492 QUEBEC AND ONTARIO BOX 1040 ALLANBURG RD ON THOROLD $2,030 $2,030.86
PAPER
CUST TOTAL 2,030 2,030.86
</TABLE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #103
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
88197 QUEBEC PIGMENTS 302 BROSSEAU ST PQ ST JEAN $110 $110.00
CUST TOTAL 110 110.00
03776 QUIMICA IND DEL NORTE P O BOX 3762 CA SAN YSIDRO $7,494 $7,494.33
SA
CUST TOTAL 7,494 7,494.33
75517 QUIMBASICOS S.A. AVE RUIZ CORTINES MX MONTERREY N L $2,797 $2,797.11
DE C.V.
CUST TOTAL 2,797 2,797.11
06766 QUIMBASICOS, S.A. 2200 JEFFERSON STREET TX LAREDO $280 $280.00
DE C.V.
CUST TOTAL 280 280.00
73339 QUINCY COMPRESSOR 7TH AND DOBSON AVE AL BAY MINETTE $5,797 $5,797.00
CUST TOTAL 5,797 5,797.00
05642 R & F COAL COMPANY 538 N MAIN ST OH CADIZ $745 $745.45
CUST TOTAL 745 745.45
22836 R M INDUSTRIES P O BOX 770 SC FORT MILL $27 $27.50
CUST TOTAL 27 27.50
19883 R MAX 210 LYON DRIVE NV FERNLEY $110 $110.00
CUST TOTAL 110 110.00
86639 RAANI CORPORATION 5401 W 65TH STREET IL BEDFORD PARK $1,697 $1,697.70
CUST TOTAL 1,697 1,697.70
86169 RADCURE C/O RHONE POULENC DIV MO SAINT LOUIS $302 $302.50
CUST TOTAL 302 302.50
90121 RADCURE SPECIALTIES 2000 LAKE PARK DRIVE GA SMYRNA $5,496 $5,496.00
INC
CUST TOTAL 5,496 5,496.00
57955 RADIATOR SPECIALTY CO 600 RADIATOR ROAD NC INDIAN TRAIL $90 $90.00
CUST TOTAL 90 90.00
88687 RAIL SERVICE INC SUITE 17 MI OKEMOS $169 $524 $693.00
CUST TOTAL 169 524 693.00
67475 RAISIO INC 3RD & OAK STREETS PA BERWICK $145 $145.00
CUST TOTAL 145 145.00
67700 REA MAGNET WIRE P O BOX 6126 IN FORT WAYNE $7,269 $7,269.00
CO INC
CUST TOTAL 7,269 7,269.00
58432 REACTION PRODUCTS 840 MORTON AVE CA RICHMOND $963 $963.82
COMPANY
CUST TOTAL 963 963.82
12628 REAGENT CHEMICAL P O BOX 584 WV INSTITUTE $392 $392.00
COMPANY
CUST TOTAL 392 392.00
89026 RECKITT & COLMAN 2 WICKMAN RD ON TORONTO $21- $21.40-
CUST TOTAL 21- 21.40-
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 104
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
80919 RECKITT & COLMAN PO BOX 941 NJ WAYNE $4,019 $1,147 $5,166.50
HOUSEHO
CUST. TOTAL 4,019 1,147 5,166.50
51205 RECOCHEM INC 131 EAST DR ON BRAMPTON $36 $36.78
07282 RECOCHEM INC 175 RUE DE PQ NAPIERVILLE $127 $127.50
LEGLISE
CUST. TOTAL 164 164.28
88106 RECOVERY SYSTEMS P O BOX 1188 MO ROLLA $3,763 $3,763.75
CUST. TOTAL 3,763 3,763.75
04482 RED SPOT WESTLAND INC 550 SOUTH MI WESTLAND $165 $287 $452.50
EDWIN
CUST. TOTAL 165 287 452.50
87397 REDMONT SA DE CV C/O IMEX TX LAREDO $19,745 $19,745.00
FORWARDING
CUST. TOTAL 19,745 19,745.00
68200 REFINED SUGARS INC ONE FEDERAL NY YONKERS $165 $210 $338 $713.00
STREET
CUST. TOTAL 165 210 338 713.00
87100 REGAL MARINE P O BOX 369 TN SMITHVILLE $27 27.50
INDUSTRIES
CUST. TOTAL 27 27.50
22246 REGALITE PLASTICS CORP 300 NEEDHAM MA NEWTON UPR $36 $36.00
STREET FLS
CUST. TOTAL 36 36.00
08628 REGIONAL ENTERPRISES 410 WATER ST VA HOPEWELL $27 $27 $55.00
CUST. TOTAL 27 27 55.00
04430 REICHOLD CHEMICAL P O DRAWER K DE DOVER $843 $843.52
COMPA
CUST. TOTAL 843 843.52
63085 REICHOLD CHEMICAL P O BOX 1433 FL PENSACOLA $682 $682.00
COMPAN
06660 REICHOLD CHEMICAL COLLINS ROAD IL MORRIS $814 $814.00
COMPAN
70510 REICHOLD CHEMICAL 6401 CHEMICAL MD BALTIMORE $1,137 $55 $1,192.34
COMPAN RD
77216 REICHOLD CHEMICAL P O BOX 13582 NC RES TRIANGLE $3,077 $3,082 $6,160.00
COMPAN P
04437 REICHOLD CHEMICAL 400 DOREMUS NJ NEWARK $900 $900.25
COMPAN AVENUE
70310 REICHOLD CHEMICAL 46 ALBERT AVE NJ NEWARK $96 $96.00
COMPAN
75254 REICHOLD CHEMICAL 400 DOREMUS NJ NEWARK $825 $825.00
COMPAN AVENUE
00561 REICHOLD CHEMICAL 1919 WILSON ON WESTON $110 $192 $759 $1,062.00
COMPAN AVENUE
73978 REICHOLD CHEMICAL ROUTE 5ON PA BRIDGEVILLE $230 $230.00
COMPAN STREET
68490 REICHOLD CHEMICAL 1503 HAYDEN TX HOUSTON $2,914 $2,914.92
COMPAN ROAD
CUST. TOTAL 8,054 192 6,630 14,877.35
89521 REICHOLD CHEMICALS 300 HADGRAFT GA CHICKAMAUGA $55 $55.00
INC
CUST. TOTAL 55 55.00
68610 REILLY INDUSTRIES INC P O BOX 41076 IN INDIANAPOLIS $625 $82 $708.25
CUST. TOTAL 625 82 708.25
77422 REILLY WHITEMAN INC 800 OCEAN NJ POINT $3,361 $3,361 $1,947 $4,204 $12,873.75
ROAD PLEASANT
68700 REILLY WHITEMAN INC 801 PA CONSHOHOCKEN $3,395 $110 $55 $52 $3,612.00
WASHINGTON
STREET
CUST. TOTAL 6,756 3,471 2,002 4,256 16,485.75
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 105
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21083 RELIANCE UPHOLSTERY 15902 S MAIN ST CA GARDENA $45 $45.00
CO
CUST. TOTAL 45 45.00
55707 REMALY FUEL COMPANY 6751 PENNA PA SLATINGTON $125 $125.68
ROUTE 873
CUST. TOTAL 125 125.68
82087 REMARC CHEMICAL 5523 TX HOUSTON $1,033 $1,033.00
COMPANY HAVENWOODS
DRIVE
CUST. TOTAL 1,033 1,033.00
04451 RENOSOL CORPORATION 505 HOOVER MI FARWELL $110 $135 $165 $410.00
STREET
CUST. TOTAL 110 135 165 410.00
89162 RENTAL UNIFORM 5901 TN KNOXVILLE $27 $27.50
SERVICE MIDDLEBOOK
PIKE
CUST. TOTAL 27 27.50
85467 REPROCELL PULP & PAPER 5600 S CA VERNON $660 $660.00
ALEMEDA
CUST. TOTAL 660 660.00
89432 REPUBLIC 2869 PA HATFIELD $82 $220 $302.50
ENVIRONMENTAL S SANDSTONE
DRIVE
CUST. TOTAL 82 220 302.50
85322 RESEARCH OIL COMPANY 2777 OH CLEVELAND $330 $330.00
BROADWAY
CUST. TOTAL 330 330.00
26619 RESIN TECHNOLOGY INC 2270 S CASTLE CA ONTARIO $90 $90.00
HARBOR PL
CUST. TOTAL 90 90.00
09459 RESINALL INC 102 DIXIE PINE MS HATTIESBURG $55 $55.00
ROAD
16915 RESINALL INC P O BOX 195 NC SEVERN $165 $165.00
CUST. TOTAL 220 220.00
68980 REVLON PROFESSIONAL P O BOX 984 NJ EDISON $1,666 $619 $2,286.20
PROD
CUST. TOTAL 1,666 619 2,286.20
69010 REYNOLDS METALS CAVERNS BLVD VA GROTTOES $27 $27.50
COMPANY
02707 REYNOLDS METALS P O BOX 27003 VA RICHMOND $756 $756.00
COMPANY
CUST. TOTAL 756 27 783.50
01078 RHONE POULENC CHEM 8615 TX HOUSTON $560 $40 $515 $1,115.00
BASIC CHEM MANCHESTER
ROAD
CUST. TOTAL 560 40 515 1,115.00
83043 RHONE POULENC 3929 MEDFORD CA LOS ANGELES $27 $27 $55.00
CHEMICAL ST
08471 RHONE POULENC 100 MOCOCO CA MARTINEZ $177 $177.00
CHEMICAL ROAD
86347 RHONE POULENC 501 NICHOLS RD CA PITTSBURGH $609 $609.00
CHEMICAL
27596 RHONE POULENC 4570 ARDINE CA SOUTH GATE $8,501 $26 $8,527.23
CHEMICAL STREET
01017 RHONE POULENC INDUSTRIAL GA WINDER $1,467 $2,495 $5,784- $4,186- $6,007.60-
CHEMICAL PKWY
05802 RHONE POULENC 2000 MICHIGAN IN HAMMOND $27 $27.50
CHEMICAL STREET
07936 RHONE POULENC 1495 SOUTH 11TH KY LOUISVILLE $2,241 $432 $2,673.50
CHEMICAL STREET
04760 RHONE POULENC P O BOX 828 LA BATON ROUGE $4,363 $1,981 $515 $1,341 $8,201.25
CHEMICAL
06426 RHONE POULENC P O BOX 773 LA SPRINGHILL $356 $356.00
CHEMICAL
86700 RHONE POULENC 207 TELEGRAPH NC GASTONIA $27 $532 $62 $622.66
CHEMICAL DR
85098 RHONE POULENC CN 7500 BLDG N NJ CRANBURY $1,560 $1,560.00
CHEMICAL
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 106
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
85530 RHONE POULENC CHEMICAL INTERNATIONAL BILLING ON NJ CRANBURY $360 $360.00
86706 RHONE POULENC CHEMICAL CN 7500 BLDG N NJ CRANBURY $665 $980 $1,646.30
56840 RHONE POULENC CHEMICAL 68 CULVER ROAD NJ DAYTON $2,411 $2,411.00
00531 RHONE POULENC CHEMICAL 125 BLACKHORSE LANE NJ MONMOUTH JCT $3,812 $317 $4,129.50
65450 RHONE POULENC CHEMICAL P O BOX 1259 NJ SOMERVILLE $107,555 $13,981 $2,369 $1,473 $125,380.96
86100 RHONE POULENC CHEMICAL 230 S PENNSYLVANIA AVE PA MORRISVILLE $13,927 $3,539 $17,467.04
77159 RHONE POULENC CHEMICAL SIMMS CHAPEL ROAD SC SPARTANBURG $856 $812 $3,025 $502- $4,191.50
01527 RHONE POULENC CHEMICAL BOX 1130 CONTINENTAL BLV TN NASHVILLE $577 $2,277 $357- $2,497.75
69170 RHONE POULENC CHEMICAL 6213 HIGHWAY 332-E TX FREEPORT $6,817 $5,209 $220 $12,246.00
64806 RHONE POULENC CHEMICAL ROUTE 25 MV INSTITUTE $275 $799- $524.00-
07670 RHONE POULENC CHEMICAL B P O BOX 22776 CA LONG BEACH $6,194 $374- $292- $918- $4,68.98
CUST. TOTAL 159,563 30,539 328 786 191,217.07
12887 RHONE POULENC SPECIALITI 490 DUFFERIN STREET PQ VALLEYFIELD $3,948 $5,324 $27- $9,245.73
74065 RHONE POULENC SPECIALTY 2000 ARGENTIA RD ON MISSISSAUGA $220 $1,875 $2,095.50
CUST. TOTAL 4,168 7,200 27- 11,341.23
01000 RHONE POULENC SURFACTANT 3440 FAIRFIELD ROAD MD BALTIMORE $1,666 $495 $799 $2,960.70
CUST. TOTAL 1,666 495 799 2,960.70
08779 RICHARDS PAINT MFG CO 200 PAINT STREET FL ROCKLEDGE $382 $382.50
CUST. TOTAL 382 382.50
78729 RIMTEC BEVERLY ROAD NJ BURLINGTON $2,460 $2,460.00
CUST. TOTAL 2,460 2,460.00
61389 RINCHEM COMPANY INC 4115 WEST TURNEY AVENUE AZ PHOENIX $55 $55.00
CUST. TOTAL 55 55.00
06741 RIO GRANDE FORWARDING 1360 N CENTRAL AVE TX BROWNSVILLE $2,350 $2,350.00
86107 RIO GRANDE FORWARDING 6333 E 14TH ST TX BROWNSVILLE $2,000 $360 $2,360.00
CUST. TOTAL 4,350 360 4,710.00
78330 RESISTANCE COMPOUNDS P O BOX 1230 IL LANSING $55 $55.00
CUST. TOTAL 55 55.00
84624 RITA CORP C/O AGENCIA ADUADE AMERI TX LAREDO $420 $420.00
CUST. TOTAL 420 420.00
76369 RIVERHEAD TRANSIT MIX CO 25 MONTCLAIR AVE NY SAINT JAMES $40 $40.00
CUST. TOTAL 40 40.00
57330 ROBINSON CHEMICAL COMPAN 16 WASHINGTON STREET MD CAMBRIDGE $4,047 $4,047.45
CUST. TOTAL 4,047 4,047.45
74884 ROCHESTER GAS & ELECTRIC P O BOX 40660 RD NY ROCHESTER $55 $55.00
CUST. TOTAL 55 55.00
19566 ROCHESTER PRODUCTS 1000 LEXINGTON AVENUE NY ROCHESTER $110 $110.00
CUST. TOTAL 110 110.00
80826 ROCKLAND COUNTY SEWER DI R ROUTE 340 NY ORANGEBURG $150 $150.00
CUST. TOTAL 150 $150.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 107
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
65364 RODCO INTERNATIONAL 8930 FOURWINDS DR TX SAN ANTONIO $4,598 $8,251 $6,269 $2,730 $21,849.09
CUST. TOTAL 4,598 8,251 6,269 2,730 21,849.09
89429 ROHM & HASS CANADA INC C/O BENJAMIN MOORE & CO BC ALDERGROVE $4,993 $4,993.62
CUST. TOTAL 4,993 4,993.62
87501 ROHM & HASS COMPANY 14420 MACAW BLVD CA LA MIRADA $3,723 $368 $78 $521- $3,649.25
87502 ROHM & HASS COMPANY 6800 ROBERTSON AVENUE CA NEWARK $78 $78.00
87500 ROHM & HAAS COMPANY P O BOX 909711 IL CHICAGO $173,572 $90,111 $11,566 $245 $245,495.62
59435 ROHM & HAAS COMPANY P O BOX 32260 KY LOUISVILLE $60 $60.00
88352 ROHM & HAAS COMPANY 14700 MALLARD CREEK RD NC CHARLOTTE $618 $82 $110 $810.50
77435 ROHM & HASS COMPANY 2 MANSE ROAD ON WEST HILL $107 $21 $128.40
89211 ROHM & HASS COMPANY C/O CHEMICAL LEAMAN TANK PA BENSALEM $1,544 $52 $104 $1,700.50
59515 ROHM & HASS COMPANY PA BRISTOL $142 $142.00
66140 ROHM & HAAS COMPANY RICHMOND, BRIDGE & THOMP PA PHILADELPHIA $125 $125.00
70320 ROHM & HAAS COMPANY ATTN TRAN DEPT BLD 60 PA PHILADELPHIA $190,494 $7,070 $2,090 $4,650 $204,305.80
80960 ROHM & HAAS COMPANY 5000 RICHMOND STREET PA PHILADELPHIA $109,030 $14,294 $3,018 $442- $125,900.29
59565 ROHM & HASS COMPANY P O BOX 672 TX DEEP PARK $552 $552.00
CUST. TOTAL 479,909 112,078 16,856 4,102 612,947.36
77852 ROLLAND INC 455 ROLLAND AVE PO ST JEROME, TE $6,970 $6,970.00
CUST. TOTAL 6,970 6,970.00
55110 ROLLINS ENVIRONMENTAL SE P O BOX 74137 LA BATON ROUGE $1,960 $1,960.00
02653 ROLLINS ENVIRONMENTAL SE P O BOX 609 TX DEER PARK $5,138 $5,138.00
CUST. TOTAL 1,960 5,138 7,098.00
72504 ROMIC CHEMICAL COMPANY 6760 W ALLISON ROAD AZ CHANDLER $3,284 $3,284.00
08467 ROMIC CHEMICAL COMPANY 2081 BAY ROAD CA E PALO ALTO $55 $55.00
CUST. TOTAL 3,284 55 3,339.00
20762 ROSCOM 40 ENTERPRISE AVENUE NJ TRENTON $27 $137 $165.00
CUST. TOTAL 27 137 165.00
56177 ROTONDO-PENN CAST 514 TOWNSHIP LINE ROAD PA TELFORD $170 $170.00
CUST. TOTAL 170 170.00
58816 ROUGE STEEL COMPANY P O BOX 195000 MI BURTON $1,806 $1,806.40
CUST. TOTAL 1,806 1,806.40
88518 ROUTE 85 LUMBER 522 CHURCH ST CT HEBRON $42 $42.00
CUST. TOTAL 42 42.00
77914 ROY BROTHERS INC 764 BOSTON ROAD MA BILLERICA $212 $212.00
CUST. TOTAL 212 212.00
04317 ROYAL CHEMICAL COMPANY P O BOX 172 OH MACEDONIA $300 $1,252 $1,552.50
CUST. TOTAL 300 1,252 1,552.50
64899 ROYAL CROWN BOTTLING CO 1000 TENTH AVENUE GA COLUMBUS $110 $110.00
CUST. TOTAL 110 110.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 108
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ---- ------ -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
13648 ROYCE ASSOCIATES 35 CARLTON NJ E RUTHERFORD $704- $704.00-
AVENUE
CUST. TOTAL 704- 704.00-
23318 RUBATEX INCORPORATED P O BOX 340 VA BEDFORD $1,204- $1,204.55-
CUST. TOTAL 1,204- 1,204.55
75802 RUBBERMAID INC 1616 WHEAT RD KS WINFIELD $82 $82.50
CUST. TOTAL 82 82.50
71020 RUBICON CHEMICAL INC P O BOX 517 LA GEISMAR $60,638 $938 $61,576.43
CUST. TOTAL 60,638 938 61,576.43
70960 RUCO POLYMER NEW SOUTH RD NY HICKSVILLE $34,807 $9,165 $82 $44,054.90
CORPORATION
CUST. TOTAL 34,807 9,165 82 44,054.90
19924 RUETGERS NEASE 500 CLANTON GA AUGUSTA $2,071 $2,071.00
CHEMICAL ROAD
05838 RUETGERS NEASE 10740 PADDYS OH FERNALD $1,594 $1,594.00
CHEMICAL RUN ROAD
56420 RUETGERS NEASE 201 STRUBLE PA STATE $43,270 $732 $20 $44,023.53
CHEMICAL ROAD COLLEGE
CUST. TOTAL 46,935 732 20 47,688.53
63436 RUSH TRUCKING 382 ROUTE 15 NJ WHARTON $100 $100.00
SOUTH
CUST. TOTAL 100 100.00
06394 S & S CHEMICAL 333 JERICHO NY JERICHO $172- $172.00-
COMPANY TURNPIKE
CUST. TOTAL 172- 172.00-
67024 S A B H 18450 S MILES OH CLEVELAND $165 $165.00
ROAD
CUST. TOTAL 165 165.00
52005 S A DAY MFG CO INC 1489 NIAGARA NY BUFFALO $2,059 $1,266 $3,325.61
STREET
CUST. TOTAL 2,059 1,266 3,325.61
05238 S C JOHNSON & SON INC 1525 HOWE WI RACINE $110 $55 $110 $275.00
STREET
CUST. TOTAL 110 55 110 275.00
03234 S C M CORPORATION 3901 FT MD BALTIMORE $1,973 $50 $2,023.00
ARMISTEAD
ROAD
CUST. TOTAL 1,973 50 2,023.00
22130 S C M ORGANIC P O BOX 389 FL JACKSONVILLE $396 $396.00
CHEMICALS
CUST. TOTAL 396 396.00
51892 S D WARREN COMPANY R F D #3 ME SKOWHEGAN $1,855 $721 $1,602 $4,179.35
04699 S D WARREN COMPANY SUBSIDIARY OF ME WESTBROOK $24,278 $2,790 $27,068.00
SCOTT PAPER
CUST. TOTAL 26,133 2,790 721 1,602 31,247.35
01265 S L GILLMAN PAINT CO 2250 GA ATLANTA $5,907 $847 $2,073 $8,828.50
MORELAND
AVENUE S E
CUST. TOTAL 5,907 847 2,073 8,828.50
77112 S S T CORPORATION 15 LEIGH TX EL PASO $440 275- 725 890.00
FISHER
CUST. TOTAL 440 275- 725 890.00
89196 SABIC MARKETING METRO CENTER CT STAMFORD $275 $275.00
AMERICAS
CUST. TOTAL 275 275.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 109
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ---- ------ -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
13047 SAFETY KLEEN 1445 W 42ND IL CHICAGO $137 $275 $1,082 $1,494.75
CORPORATION STREET
74012 SAFETY KLEEN 633 E 138TH IL DOLTON $445 $445.00
CORPORATION STREET
02052 SAFETY KLEEN 777 BIG TIMBER IL ELGIN $12,073 $34,543 $14,572 $1,874 $63,063.76
CORPORATION ROAD
62361 SAFETY KLEEN STATE HWY 146 KY NEW CASTLE $452 $27 $90 $816 $1,386.25
CORPORATION
74773 SAFETY KLEEN 1200 SYLVAN ST NJ LINDEN $12,728 $330 $55 $20,357 $33,470.00
CORPORATION
89069 SAFETY KLEEN 16540 S E 130TH OR CLACKAMAS $1,669 $3,408 $5,078.40
CORPORATION
71758 SAFETY KLEEN RT 2 BOX 418 SC HOLLY HILL $102 $102.50
CORPORATION
CUST. TOTAL 25,391 36,571 14,992 28,086 105,040.66
73226 SAN MATEO FORWARDING 9220 SAN TX LAREDO $840 $840.00
INC MATEO DR IND
PA
CUST. TOTAL 840 840.00
86925 SANCAP ABRASIVES 16123 ARMOUR OH ALLIANCE $557 $557.00
ROAD N E
CUST. TOTAL 557 557.00
86796 SANDOZ AGRO INC 1300 E TOUHY IL DES PLAINES $4,041 $4,041.05
AVE
CUST. TOTAL 4,041 4,041.05
58041 SANDOZ CHEMICALS CORP HIGHWAY 27 NC CHARLOTTE $798 $82 $880.50
WEST
65587 SANDOZ CHEMICALS CORP P O BOX 26035 NC CHARLOTTE $599 $599.15
76400 SANDOZ CHEMICALS CORP P O BOX 669246 NC CHARLOTTE $595 $337 $932.50
05364 SANDOZ CHEMICALS CORP HIGHWAY 102 SC MARTIN $200 $200.00
CUST. TOTAL 2,192 82 337 2,612.15
19501 SANITARY SOAP 81 DALE NJ PATERSON $135 $135.00
COMPANY AVENUE
CUST. TOTAL 135 135.00
84817 SARA LEE KNIT PRODUCTS I-40 & NC MORGANTON $472- $472.00-
JAMESTOWN
RD
CUST. TOTAL 472- 472.00-
79942 SARTOMER COMPANY 468 THOMAS PA EXTON $1,837 $806 $1,967 $4,610.02
JONES WAY
CUST. TOTAL 1,837 806 1,967 4,610.02
78321 SATTELITE INTL SUPPLY 502 CHAPARRAL TX VICTORIA $180 $180.00
CUST. TOTAL 180 180.00
80267 SATURN CORPORATION HIGHWAY 31 TN SPRING HILL $797 $797.50
CENTER SOUTH
CUST. TOTAL 797 797.50
71660 SAYLES BILTMORE P O BOX 2749 NC ASHEVILLE $348- $348.16-
BLEACHER
CUST. TOTAL 348- 348.16-
71900 SCHENECTADY CONGRESS ST & NY SCHENECTADY $9,567 $577 $577 $2,299 $13,022.35
INTERNATIONAL 10TH AVE
03416 SCHENECTADY 319 COMSTOCK ON SCARBOROUGH $165 $390 $555.56
INTERNATIONAL ROAD
05019 SCHENECTADY ROUTE 523 TX FREEPORT $4,183 $1,561 $5,744.79
INTERNATIONAL
CUST. TOTAL 13,916 577 577 4,251 19,322.70
60789 SCHULLER P O BOX 5130 WV VIENNA $1,471 $1,471.87
INTERNATIONAL
CUST. TOTAL 1,471 1,471.87
83272 SCM CHEMICALS C/O TN MEMPHIS $3,688 $3,688.00
CONTINENTAL
TRAFFIC
CUST. TOTAL 3,688 3,688.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 110
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
60109 SCOT LUBRICANTS 1715 E TREMONT STREET PA ALLENTOWN $168 $168.00
CUST. TOTAL 168 168.00
10540 SCOTFORD/CO/SHELL CANADA 75 WINFORD DRIVE ON DON MILLS $6,005 $602 $6,607.50
CUST. TOTAL 6,005 602 6,607.50
58207 SCOTT LABS INC 16841 PARK CIRCLE DR OH CHAGRIN FALLS $247 $55 $302.50
CUST. TOTAL 247 55 302.50
89430 SCOTT PAPER CO NORTHWEST OPERATIONS WA EVERETT $2,480 $2,480.60
CUST. TOTAL 2,480 2,480.60
26424 SCOTT PAPER COMPANY P O BOX 9010 PA PHILADELPHIA $2,297 $137 $6,781 $9,217.13
CUST. TOTAL 2,297 137 6,781 9,217.13
84731 SEA-PRO BOATS INC 769 CHARPIN RD SC CHAPIN $150 $150.00
CUST. TOTAL 150 150.00
05066 SEALED AIR CORPORATION OLD SHERMAN TURNPIKE CT DANBURY $137 $27- $110.00
CUST. TOTAL 137 27 110.00
73620 SEALMASTER MANUFACTURING P O BOX 282 PA HILLSVILLE $654 $981 $1,635.00
CUST. TOTAL 654 981 1,635,00
53493 SEALRIGHT COMPANY INC 4209 EAST NOAKES STREET CA CITY OF COMMER $120 $120.00
CUST. TOTAL 120.00
67562 SEELER INDUSTRIES 2000 N BROADWAY STREET IL JOLIET $3,067 $3,067.00
CUST. TOTAL 3,067 3,067.00
85738 SEGO P O BOX 3526 OR PORTLAND $381 $381.40
CUST. TOTAL 381 381.40
56251 SELECTIVE COATINGS INC 5008 INDUSTRIAL BLVD NJ FARMINGDALE $1,692 $1,692.00
CUST. TOTAL 1,692 1,692.00
78125 SERVICE COATINGS INC 15600 LATHOP STREET IL HARVEY $165 $220 $55 82 $522.50
CUST. TOTAL 165 220 55 82 522.50
57880 SERVICES TMG 3400 CHEMIN DUCOLUMB PQ ST HONORE $217- $217.63-
CUST. TOTAL 217 217.63-
85163 SFPP L T 888 S FIGUEROA STREET CA LOS ANGELES $1,536 $1,536.33
CUST. TOTAL 1,536 1,536.33
01442 SHAKESPEARE COMPANY P O BOX 733 SC NEWBERRY $27 $342 $370.00
CUST. TOTAL 27 342 370.00
78937 SHANNON CHEMICAL CORP 602 JEFFERS CIRCLE PA EXTON $413 $413.00
CUST. TOTAL 413 413.00
02778 SHARON TUBE COMPANY 134 MILL STREET PA SHARON $253 $253 $507.56
CUST. TOTAL 253 253 507.56
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 111
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
63539 SHEBOYGAN PAINT CO INC HWY 100 & SECOND ST GA CEDARTOWN $906 $906.35
CUST. TOTAL 906 906.35
76642 SHELL CANADA 6010 NOTRE DAME STREET E PQ MONTREAL $2,998 $2,998.25
CUST. TOTAL 2,998 2,998.25
16629 SHELL CHEMICAL COMPANY P O BOX 6249 CA CARSON $247 $1,553 $1,800.50
81341 SHELL CHEMICAL COMPANY 20945 S WILMINGTON AVE CA CARSON $672 $672.00
73640 SHELL CHEMICAL COMPANY BOX 500 ATT SHIPPING DEP LA GEISMAR $27 $110 $900 $1,037.50
78484 SHELL CHEMICAL COMPANY P O BOX 10 LA NORCO $397 $397.00
73830 SHELL CHEMICAL COMPANY 111 STATE STREET NJ SEWAREN $165 $165.00
73550 SHELL CHEMICAL COMPANY P O BOX 4444 TX DEER PARK $1,279 $1,279.00
74394 SHELL CHEMICAL COMPANY P O BOX 2633 TX DEER PARK $302 $577 $880.00
63357 SHELL CHEMICAL COMPANY P O BOX 1876 TX HOUSTON $6,060 $4,852 $4,079 $14,991.56
73780 SHELL CHEMICAL COMPANY P O BOX 1876/ATT FRT ACC TX HOUSTON $57,138 $979 $1,500 $59,618.23
77088 SHELL CHEMICAL COMPANY P O BOX 3105 TX HOUSTON $3,769 $3,769.99
89676 SHELL CHEMICAL COMPANY P O BOX 3105 TX HOUSTON $4,994 $4,994.00
CUST. TOTAL 63,638 13,462 397 12,106 89,604.78
14020 SHELL DEVELOPMENT
COMPANY P O BOX 1382 TX HOUSTON $2,845 $35 $2,880.60
CUST. TOTAL 2,845 35 2,880.60
71413 SHELL OIL COMPANY 1622 E SEPULVEDA BLVD CA CARSON $55 $55.00
00712 SHELL OIL COMPANY P O BOX 711 CA MARTINEZ $2,062 $566 $76,034 $78,663.25
56616 SHELL OIL COMPANY P O BOX 262 IL WOOD RIVER $2,719- $2,719.30-
22501 SHELL OIL COMPANY P O BOX 7400 LA METAIRIE $1,467 $1,467.92
67075 SHELL OIL COMPANY HWY 61 & RIVER ROAD LA NORCO $1,485 $1,485.00
54721 SHELL OIL COMPANY P O BOX 68 NJ SEWAREN $1,707 $1,707.64
73530 SHELL OIL COMPANY 2982 WASHINGTON BLVD OH BELPRE $2,886 $347 $3,234.00
02769 SHELL OIL COMPANY C/O GORDON TERMINAL PA MCKEES ROCKS $990- $990.86-
64591 SHELL OIL COMPANY P O BOX 100 TX DEER PARK $4,077 $4,077.00
20865 SHELL OIL COMPANY P O BOX 2463 TX HOUSTON $622 $622.83
72452 SHELL OIL COMPANY P O BOX 2463 TX HOUSTON $3,311 $3,311.89
73760 SHELL OIL COMPANY P O BOX 4408/EDI BILLING TX HOUSTON $24,974 $2,606 $1,292- $26,298.35
75337 SHELL OIL COMPANY P O BOX 4787 TX HOUSTON $1,453 $944 $75 $2,472.00
76581 SHELL OIL COMPANY P O BOX 3105/TONI MURPHY TX HOUSTON $5,365 $5,365.00
78048 SHELL OIL COMPANY P O BOX 4408 TX HOUSTON $31,525 $7,468 $137 $10,638 $49,770.12
81351 SHELL OIL COMPANY P O BOX 4408 TX HOUSTON $7,254 $7,254.00
CUST. TOTAL 78,473 15,867 1,144- 88,877 182,073.84
50636 SHELL WESTERN
E & P INC BOX 150 CA COALINGA $45 $45.00
55319 SHELL WESTERN
E & P INC P O BOX 4632 TX HOUSTON $2,606 $2,606.32
CUST. TOTAL 2,651 2,651.32
73800 SHENANGO INC 200 NEVILLE ROAD PA PITTSBURGH $2,252 $876 $3,128.60
CUST. TOTAL 2,252 876 3,128.60
73720 SHEPHERD CHEMICAL
COMPANY 2803 HIGHLAND AVE 0H CINCINNATI $1,180 $1,180.88
CUST. TOTAL 1,180 1,180.88
04754 SHEREX CHEMICAL
COMPANY P O BOX 646 OH DUBLIN $2,097 $2,097.00
CUST. TOTAL 2,097 2,097.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 112
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ---- ------ -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
53960 SHERMAN HEATING OIL P O BOX 206 DE MILTON $424- $245.25-
CUST. TOTAL 245- 245.25-
09175 SHERWIN WILLIAMS 1450 SHERWIN CA EMERYVILLE $330 $330.00
COMPANY AVENUE
50665 SHERWIN WILLIAMS 11700 S IL CHICAGO $82 $27 $110.00
COMPANY COTTAGE
GROVE AVE
08303 SHERWIN WILLIAMS BOGGS LANE KY RICHMOND $247 $247.50
COMPANY SOUTH
20436 SHERWIN WILLIAMS 2325 HOLLINS MD BALTIMORE $310 $302 $36 $649.17
COMPANY FERRY ROAD
22090 SHERWIN WILLIAMS 1025 HOWARD NC GREENSBORO $247 $110 $275 $632.50
COMPANY STREET
73740 SHERWIN WILLIAMS 113 NC GREENSBORO $106 $55 $805 $966.50
COMPANY STAGECOACH
TRAIL
73940 SHERWIN WILLIAMS 2802 W MILLER TX GARLAND $340 $45 $302 $582 $1,270.00
COMPANY RD
CUST. TOTAL 1,664 540 577 1,424 4,205.67
83645 SHERWIN WILLIAMS CO 2150 W SAND FL ORLANDO $45 $45 $90.00
LAKE RD
CUST. TOTAL 45 45 90.00
18868 SHERWOOD MEDICAL HOOK ROAD/ NY ARGYLE $55 $55.00
INDUSTR P O BOX 147
CUST. TOTAL 55 55.00
65130 SHINTECH 5618 HWY 332 TX FREEPORT $4,088 $292 $4,380.00
EAST
CUST. TOTAL 4,088 292 4,380.00
56088 SHRIEVE CHEMICAL 1717 TX WOODLAND $1,339 $1,339.50
COMPANY WOODSTEAD
COURT
CUST. TOTAL 1,339 1,339.50
51274 SHU CHEM INC P O BOX 159 TX MANVEL $120 $40 $40 $200.00
CUST. TOTAL 120 40 40 200.00
80156 SICO INC 2505 AV DE LA PQ LONGUEUIL $851 $851.19
METROPOLE
CUST. TOTAL 851 851.19
54666 SIDNEY COAL COMPANY P O BOX 299 KY SIDNEY $110 $1,743 $1,853.00
CUST. TOTAL 110 1,743 1,853.00
22154 SILGAN PLASTICS CORP. P O BOX 405 CT DEEP RIVER $3,787 $3,787.24
CUST. TOTAL 3,787 3,787.24
90174 SIMPLOT SOILBUILDERS P O BOX 10004 WA YAKIMA $120 $120.00
CUST. TOTAL 120 120.00
16111 SIMPSON PAPER COMPANY RIVER & PA MIQUON $52 $52.52
MANOR RD
07596 SIMPSON PAPER COMPANY P O BOX 129 VT GILMAN $27 $27.50
CUST. TOTAL 80 80.02
82507 SIMS WAREHOUSE 714 CHATT. AVE GA DALTON $55 $55.00
CUST. TOTAL 55 55.00
63015 SLACK CHEMICAL 465 SO CLINTON NY CARTHAGE $27 $27.50
COMPANY ST
CUST. TOTAL 27 27.50
65747 SLOSS INDUSTRIES CORP P O BOX 5327 AL BIRMINGHAM $165 $165.00
CUST. TOTAL 165 165.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 113
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ---- ------ -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
87930 SNOWDEN ENTERPRISES 3257 EAST CA FRESNO $340 $340.80
CENTRAL
CUST. TOTAL 340 340.80
50401 SNPE NORTH AMERICA INC 103 CARNEGIE NJ PRINCETON $285 $285.50
CENTER
CUST. TOTAL 285 285.50
13298 SOCO WESTERN CHEM 3270 E CA LOS ANGELES $82 $55- $27.50
CORP WASHINGTON BLVD
CUST. TOTAL 82 55- 27.50
86630 SOFECIA S A 2 STAMFORD CT STAMFORD $786 $786.00
LANDING
87606 SOFECIA S A 10 WESTPORT CT WILTON $1,312 $810 $3,646 $5,769.54
ROAD
24660 SOFECIA S A 920 STATE NJ PERTH AMBOY $180 $180.00
STREET
CUST. TOTAL 1,312 810 4,612 6,735.84
22874 SOLLIDAY OIL COMPANY P O BOX 7 MD HAGERSTOWN $168- $168.60-
CUST. TOTAL 168- 168.60-
89084 SOLVAY AUTOMOTIVE C/O E I DUPONT IN SOUTH BEND $913 $1,080 $1,994.42
CUST. TOTAL 913 1,080 1,994.42
89796 SOLVA MINERALS WEST VACO RD WY GREEN RIVER $180 $180.00
CUST. TOTAL 180 180.00
02551 SOLVENTS & CHEMICALS 4704 SHANK TX PEARLAND $126 $126.00
ROAD
84994 SOLVENTS & CHEMICALS 242 DIVIDEND TX MIDLOTHIAN $188 $188.00
INC AVE
CUST. TOTAL 314 314.00
23215 SOLVOX MFG COMPANY 11725 WEST WI MILWAUKEE $2,052 $2,052.00
FAIRVIEW AVE
CUST. TOTAL 2,052 2,052.00
61785 SONOCO PRODUCTS 4858 OLD DIXIE GA FOREST PARK $748 $748 $1,496.80
COMPANY ROAD
76070 SONOCO RPODUCTS I-85 NORTH 2ND SC HARTSVILLE $1,367 $1,367.95
COMPANY STREET
88854 SONOCO PRODUCTS 1925 COUNTRY TX CARROLLTON $137 $137.50
COMPANY CLUB
CUST. TOTAL 2,116 748 137 3,002.25
66946 SONY MAGETIC PRODUCTS RT 4 BOX 278 W TX LAREDO $557 $27 $585.00
NC
CUST. TOTAL 557 27 585.00
53389 SORG PAPER COMPANY 901 OH MIDDLETOWN $2,682 $884 $3,566.22
MANCHESTER
STREET
CUST. TOTAL 2,682 884 3,566.22
00101 SOUTEX WORKS 624 W NC MOUNT HOLLY $55 $55 $110.00
CATAWBA AVE
CUST. TOTAL 55 55 110.00
09544 SOUTH ATLANTIC 3527 HWY 421 NC WILMINGTON $3,038 $27 $3,065.99
SERVICES NORTH
CUST. TOTAL 3,038 27 3,065.99
76530 SOUTH COAST TERMINALS P O BOX 15535 TX HOUSTON $82 $82.50
CUST. TOTAL 82 82.50
76660 SOUTHCHEM P O BOX 1491 NC DURHAM $3,409 $134 $134 $3,677.60
INCORPORATED
CUST. TOTAL 3,409 134 134 3,677.60
</TABLE>
<PAGE>
<PAGE>
JOB-RCPM05 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 114
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
02089 SOUTHDOWN 425 SOUTH CA INGLEWOOD $5,430 $2,967 $664- $7,733.98
ENVIRONMENTAL ISIS AVENUE
CUST. TOTAL 5,430 2,967 664- 7,733.98
86299 SOUTHERN CALIF 620 S RAYMOND CA ALHAMBRA $385 $385.00
EDISON AVENUE
85219 SOUTHERN CALIF P O BOX 3853 CA SAN FRANCISCO $165 $225 $316 $707.40
EDISON CO
CUST. TOTAL 550 225 316 1,092.40
12689 SOUTHERN COATINGS P O BOX 160 SC SUMTER $137 $137.50
& CHEM
CUST. TOTAL 137 137.50
85979 SOUTHERN COTTON OIL P O BOX 5727 AR N LITTLE ROCK $593 $593.00
CUST. TOTAL 593 593.00
71625 SOUTHERN COUNTIES 1825 W CA ORANGE $2,306 $998 $3,304.50
OIL CO COLLINS ST
CUST. TOTAL 2,306 998 3,304.50
75010 SOUTHERN MERCERIZING DRAWER H NC TRYON $353 $353.89
CUST. TOTAL 353 353.89
63150 SOUTHERN PACIFIC 19700 SLOVER CA BLOOMINGTON $521 $521.00
TRANS CO
CUST. TOTAL 521 521.00
53065 SOUTHWEST 539 SOUTH AZ MESA $220 $220.00
DISTRIBUTING DREW STREET
CUST. TOTAL 220 220.00
23669 SOUTHWEST SOLVENTS 11235 F M 529 TX HOUSTON $1,204 $502 $555 $145 $2,406.95
& CHE
CUST. TOTAL 1,204 502 555 145 2,406.95
80875 SPADARD INTERNATIONAL 156-15 146TH NY JAMAICA $155 $155.00
SE AVENUE
CUST. TOTAL 155 155.00
65611 SPARTAN ADHESIVES ROUTE 176 IL CRYSTAL LAKE $55 $55.00
CUST. TOTAL 55 55.00
02264 SPAULDING COMPOSITES 1300 SO 7TH IL DE KALB $2,471 $2,471.00
CO ST/PO BOX 86
CUST. TOTAL 2,471 2,471.00
63270 SPECIALTY MINERALS 260 COLUMBIA MA ADAMS $165 $165.00
INC. STREET
CUST. TOTAL 165 165.00
89014 SPINIELLO LIMITED INC 657 NEW YORK PA ROCHESTER $137 $137.50
AVE
CUST. TOTAL 137 137.50
71380 ST JOE PAPER COMPANY HIGHWAY 98 FL PORT ST JOE $6,210 $6,210.00
CUST. TOTAL 6,210 6,210.00
03765 ST LAWRENCE CHEMICAL 3055 JARROW ON MISSISSAUGA $110 $715 $825.00
LTD ROAD
65709 ST LAWRENCE CHEMICAL 19201 CLARK PQ BAIE DURFE $192 $481 $673.54
LTD GRAHAM AVENUE
05482 ST LAWRENCE CHEMICAL 325 HYMUS PQ POINTE CLAIRE $82 $82.50
LTD BLVD
CUST. TOTAL 82 302 1,196 1,581.04
64215 ST LAWRENCE RESIN 82 FISH ON CAYUGA $1,051 $165 $1,134 $2,350.70
PRODUC CARRIER STREET
CUST. TOTAL 1,051 165 1,134 2,350.70
</TABLE>
<PAGE>
JOB-RCPM05 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 115
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
82377 ST LOUIS COUNTY WATER CENTRAL PLT #3 MO CHESTERFIELD $27 $82 $110.00
CUST. TOTAL 27 82 110.00
83012 ST NICHOLAS CO S P O BOX 71 PA SHENANDOAH $704 $704.59
CUST. TOTAL 704 704.59
89724 ST SERVICES 2941 NAVY CA STOCKTON $608 $608.00
DRIVE
CUST. TOTAL 608 608.00
61141 STAFLEX SPECIALTY MIDDLESEX NJ CARTERET $175- $175.00-
ESTERS AVENUE
CUST. TOTAL 175- 175.00-
01954 STAHL USA P O BOX 3039 MA PEABODY $82 $82.50
CUST. TOTAL 82 82.50
88851 STALER TISSUE CO 54 MAPLE ME AUGUSTA $1,035 $1,035.50
STREET
CUST. TOTAL 1,035 1,035.50
87197 STANADYNE AUTOMOTIVE 230 CLARKS NC WASHINGTON $1,082 $1,082.28
COR NECK ROAD
CUST. TOTAL 1,082 1,082.28
73867 STANCHEM INC 43 JUTLAND ON ETOBICOKE $537 $537.79
ROAD
CUST. TOTAL 537 537.79
07944 STANCHEM OF CANADA INC 2900 J P PQ LACHINE $27- $27.50-
DESCHAMPS
CUST. TOTAL 27- 27.50-
70953 STANDARD CHLORINE P O BOX 1145/ NY BUFFALO $6,052 $1,150 $1,232- $5,970.00
UNI-PAY DEP
CUST. TOTAL 6,052 1,150 1,232- 5,970.00
76409 STAR ENTERPRISE RIVER ROAD LA CONVENT $55 $1,417 $1,472.00
71626 STAR ENTERPRISE P O BOX 674414 TX HOUSTON $8,086 $92 $573 $8,753.11
74513 STAR ENTERPRISE NORTH END OF TX PORT ARTHUR $1,057 $1,057.00
HOUSTON AVE
CUST. TOTAL 9,143 147 1,990 11,282.11
14263 STATE INDUSTRIES BYPASS ROAD/ TN ASHLAND CITY $55 $55.00
HWY 49-S
CUST. TOTAL 55 55.00
78050 STELCO INC P O BOX 2030/ ON HAMILTON $4,287 $6,591 $1,356 $12,234.93
CODE 22-072
CUST. TOTAL 4,287 6,591 1,356 12,234.93
57464 STEPAN CANADA INC P O BOX 307 ON ORILLIA $135 $55- $80.00
CUST. TOTAL 135 55- 80.00
06419 STEPAN COMPANY P O BOX 687 GA WINDER $498 $467 $745 $1,711.75
78190 STEPAN COMPANY RR #1 IL ELWOOD $5,710 $1,746 $935 $56 $8,447.25
04907 STEPAN COMPANY EDENS & IL NORTHFIELD $2,339 $136 $310 $2,785.47
WINNETKA RD
64096 STEPAN COMPANY 4TH & NJ BORDENTOWN $182 $182 $26 $390.00
BURLINGTON ST
65455 STEPAN COMPANY 4TH STREET NJ FIELDSBORO $467 $24 $491.50
65465 STEPAN COMPANY 100 WEST NJ MAYWOOD $110 $310 $420.00
HUNTER AVENUE
CUST. TOTAL 8,840 1,928 2,006 1,471 14,245.97
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 116
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
75031 STEPAN MEXICO S A P O BOX 2027 TX BROWNSVILLE $4,325 $6,260 $10,585.99
CUST. TOTAL 4,325 6,260 10,585.99
15656 STERLING ORGANICS US 33 RIVERSIDE AVENUE NY RENSSELAER $4,201 $4,393 $8,594.50
CUST. TOTAL 4,201 4,393 8,594.50
85829 STERLING WINTHROP RT 206 & HILLSBORO RD NJ BELLE MEAD $82 $55- $27.50
CUST. TOTAL 82 55- 27.50
13524 STEWARD & STEVENSON OPER WITCO GOLDEN BEAR REFINE CA OILDALE $7,825 $7,825.10
CUST. TOTAL 7,825 7,825.10
05076 STOCKHAUSEN INC 2408 DOYLE STREET NC GREENSBORO $1,058 $1,058.00
CUST. TOTAL 1,058 1,058.00
70227 STOLLER CHEMICAL CO 8582 KATY FREEWAY TX HOUSTON $100 $100.00
CUST. TOTAL 100 100.00
67555 STOLT NEILSON INC 285 DAVIDSON AVENUE NJ SOMERSET $37,938 $31,652 $2,721 $5,430 $77,742.15
83816 STOLT NEILSON INC INTERNATIONAL BILLING ON NJ SOMERSET $3,032 $6,243 $1,786 $8,280 $19,341.40
89314 STOLT NEILSON INC C/0 ZENECA AGROCHEMICALS TN MOUNT PLEASANT $195 $195.00
57565 STOLT NEILSON INC INTERNATIONAL BILLING ON TX HOUSTON $2,605 $800 $327- $207- $2,871.36
CUST. TOTAL 43,575 38,890 4,180 13,503 100,149.91
82053 STONE CONSOLIDATED INC 891 MAIN STREET NB BATHURST $58 $58.85
CUST. TOTAL 58 58.85
07194 STONE CONTAINER CORP 500 NORTH 4TH STREET OH COSHOCTON $1,749 $1,749.00
10734 STONE CONTAINER CORP OLD GEORGETOWN ROAD SC FLORENCE $1,036 $322 $1,358.00
22224 STONE CONTAINER CORP P O BOX 201 VA HOPEWELL $210 $210.00
CUST. TOTAL $1,959 1,036 322 3,317.00
77392 STORA PAPYRUS NEWTON FAL 1 MAIN STREET NY NEWTON FALLS $41 $41.25
CUST. TOTAL 41 41.25
08948 STREET INDUSTRIES INC P O BOX 6509 MO SAINT LOUIS $556 $1,952 $2,508.00
CUST. TOTAL 556 1,952 2,508.00
23683 STRICK CORPORATION R D # 3 BOX 54 PA HUGHESVILLE $55 $55.00
CUST. TOTAL 55 55.00
02921 SULCO CHEMICALS LTD P O BOX 126 ON ELMIRA $247 $247.50
CUST. TOTAL 247 247.50
59597 SUMITRANS CORP/SUMITOMO 1981 MARCUS AVENUE NY LAKE SUCCESS $1,527 $1,527.50
CUST. TOTAL 1,527 1,527.50
82321 SUMMIT ENVIRONMENTAL COR 3033 W MISSION RD CA ALHAMBRA $74,435 $74,435.82
CUST. TOTAL 74,435 74,435.82
08890 SUMMIT RESOURCE 6325 CONSTITUTION DR IN FORT WAYNE $4,821 $3,059 $572 $8,453.13
CUST. TOTAL 4,821 3,059 572 8,453.13
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 117
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0 75070 SUN BELT ROCK HILL INDUSTRIAL PAR SC ROCK HILL $4,552 $2,276 $6,828.57
CUST. TOTAL 4,552 2,276 6,828.57
81160 SUN CHEMICAL COMPANY P O BOX 920 MA NORWOOD $754 $996 $1,750.80
04530 SUN CHEMICAL COMPANY 4925 EVANSTON AVENUE MI MUSKEGON $1,897 1,897.50
20684 SUN CHEMICAL COMPANY 4526 CHECKERING AVENUE OH CINCINNATI $27 $27.50
53448 SUN CHEMICAL COMPANY 1380 FORD STREET OH MAUMEE $725 $725.00
64273 SUN CHEMICAL COMPANY P O BOX 569 TN DICKSON $950 $950.00
CUST. TOTAL $781 996 3,572 5,350.80
02489 SUN COMPANY INC P O BOX 3539 OK TULSA $392 $392.00
21509 SUN COMPANY INC DEL AVE & GREEN ST PA MARCUS HOOK $684 $26 $710.00
69874 SUN COMPANY INC P O BOX 426 PA MARCUS HOOK $1,517 $478 $475 $2,470.54
79410 SUN COMPANY INC P O BOX 1225 PA MARCUS HOOK $43,874 $7,445 $1,589 $4,587 $57,496.71
83786 SUN COMPANY INC 5145 SIMPSON FERRY RD PA MECHANICSBURG $1,389 $1,389.91
05896 SUN COMPANY INC 1801 MARKET STREET PA PHILADELPHIA $10,251 $1,250 $1,856 $13,358.28
22561 SUN COMPANY INC P O BOX 13812 PA PHILADELPHIA $8,438 $406 $8,844.67
CUST. TOTAL 66,154 9,174 1,615 7,717 84,662.11
86444 SUNPETROCHEMICALS CO BOX 69 PA BEAVER $597 $597.60
CUST. TOTAL 597 597.60
89467 SUN PINE COMPANY 331 WEST JASPER MS MS BRANDON $120 $120.00
CUST. TOTAL 120 120.00
82766 SUN PIPE LINE COMPANY P O BOX 2086 PA SINKING SPRING $826 $826.00
CUST. TOTAL 826 826.00
89263 SUNBURY COMPONENT IND IN 707 WEST CHERRY ST OH SUNBURY $55 $2,046 $1,768 $3,869.00
CUST. TOTAL 55 2,046 1,768 3,869.00
50019 SUNOCO PRODUCTS COMPANY FT OF SARGENT STREET MA HOLYOKE $82 $82.50
CUST. TOTAL 82 82.50
89957 SUNRISE UTILITY 8700 SW 19TH PLACE FL FORT LAUDERDAL $165 $165.00
CUST. TOTAL 165 165.00
79356 SUNSHINE QUALITY PRODUCT P O BOX 197 PA FRACKVILLE $27 $27.50
CUST. TOTAL 27 27.50
83757 SUPER BOND 3320 COLLINS STREET PA PHILADELPHIA $247 $247.50
CUST. TOTAL 247 247.50
00871 SUPER TECH PRODUCTS INC 25-44 BOROUGH PLACE NY WOODSIDE $1,662 $1,662.20
CUST. TOTAL 1,662 1,662.20
86734 SURFACTANT TECHNOLOGY 328 W 11TH STREET FL RIVIERA BEACH $30- $30.00
CUST. TOTAL 830 830.00
81266 SURFACTANT TECHNOLOGY 328 W 11TH STREET FL RIVIERA BEACH $30- $30.00-
CUST. TOTAL 30- 30.00-
</TABLE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 118
<TABLE>
<CAPTION>
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
04062 SURPASS CHEMICAL LTD 36 UPTON ROAD ON SCARBOROUGH $1,972 $2,805 $4.777.980
07975 SURPASS CHEMICAL LTD 1100-250 CONSUMERS ON WILLOWDALE $9,040 $452 $479 $7,394 $17,366.40
ROAD
CUST. TOTAL 11,012 452 479 10,200 22,144.38
62046 SUTTON LABORATORIES INC 116 SUMMIT AVENUE NJ CHATHAM $32 $32.00
CUST. TOTAL 32 32.00
65023 SUTTONS INTL (N A) INC 25 S MAIN ST/ NJ EDISON $9,716 $6,457 $3,565 $3,022 $22,761.56
SUITE 10
CUST. TOTAL 9,716 6,457 3,565 3,022 22,761.56
53526 SWANK CONSTRUCTION CO P O BOX 21 PA NEW KENSINGTO N $45 $45.00
CUST. TOTAL 45 45.00
62067 SWEETHEART CUP CORP 10100 REISTERTOWN MD OWINGS MILLS $55 $55.00
ROAD
CUST. TOTAL 55 55.00
09134 SYBRON CORPORATION P O BOX 66 NJ BIRMINGHAM $45 $3,349 $555 $3,949.31
CUST. TOTAL 45 3,349 555 3,949.31
20365 SYNAIR CORPORATION 2003 AMNICOLA TN CHATTANOOGA $217 $217.50
HIGHWAY
CUST. TOTAL 217 217.50
00699 SYNDET PRODUCTS 201 BOSTON CT BOLTON $55 $27 $82.50
TURNPIKE CUST. TOTAL 55 27 82.50
85005 SYNERGISTICS 10 RUCKLE AVE NJ FARMINGDALE $1,506 $1,506.00
CUST. TOTAL 1,506 1,506.00
83316 SYNERGISTICS/CARY WEST RT 23 BOX 100 TX CONROE $1,317 $212 $275 $1,804.00
CUST. TOTAL 1,317 212 275 1,804.00
86500 SYNTHETIC PRODUCTS CO 301 BARNUM AVE CT STRATFORD $27 $1,201 $1,229.00
CUTOFF CUST. TOTAL 27 1,201 1,229.00
80993 SYSTECH LYNDALE ROAD IN GREENCASTLE $247- $247.50-
CUST. TOTAL 247- 247.50-
22099 SYSTECH CORPORATION S CEMENT ROAD KS FREDONIA $420 $134 $554.50
CUST. TOTAL 420 134 554.50
26171 T & T CHEMICAL COMPANY 1160 GRANVILLE OH NEWARK $5,120 $1,179 $6,299.50
ROAD CUST. TOTAL 5,120 1,179 6,299.50
89530 T C I INC RD #3 BOX 153T NY HUDSON $1,500 $1,500.50
CUST. TOTAL 1,500 1,500.50
90132 T D S I 550 WATER ST FL JACKSONVILLE $9,733 $9,733.80
55329 T D S I 100 N CHARLES STREET MD BALTIMORE $8,892 $4,142- $4,750.04
80596 T D S I 1525 ANDRE STREET MD BALTIMORE $27 $722 $750.00
56884 T D S I 26TH & MOORE STREETS PA PHILADELPHIA $2,392 $2,392.19
CUST. TOTAL 18,626 1,028- 17,626.03
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 119
<TABLE>
<CAPTION>
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
77369 T G SODA ASH INC P O BOX 30321 NC RALEIGH $74 $74.80
CUST. TOTAL 74 74.80
75448 TAMARACK FARMS DAIRY 1701 TAMARACK OH NEWARK $27 $27.50
CUST. TOTAL 27 27.50
25814 TANNER CHEMICAL 9 FURMAN HALL CT SC GREENVILLE $526 $526.00
COMPANY
CUST. TOTAL 526 526.00
05977 TARKETT INCORPORATED 1139 LEIGH AVENUE PA WHITEHAL $1,114 $2,228 $3,342.00
CUST. TOTAL 1,114 2,228 3,342.00
84324 TAYLOR CHEMICAL CO 1029 PROGRESS CIRCLE GA LAWRENCEVILLE $137 $137.50
CUST. TOTAL 137 137.50
89221 TAYLOR MINSTER 201 VANDERPOOL TX HOUSTON $575 $575.00
LANE #75
CUST. TOTAL 575 575.00
78478 TECHNI THERM INC 3330 MARLEAU AVE ON CORNWALL $969 $969000
CUST. TOTAL 969 969.00
60138 TECHNICAL CHEMICAL CO 10737 SPANGLER ROAD TX DALLAS $120 $120.00
CUST. TOTAL 120 120.00
10102 TECHNICAL COATINGS CO 57 EAST CENTRE STREET NJ NUTLEY $165 $165.00
CUST. TOTAL 165 165.00
03658 TECHNICAL PRODUCTS P O BOX 7607 VA PORTSMOUTH $604 $604.25
CUST. TOTAL 604 604.25
10109 TECHNICOTE INCORPORATED 3200 N 25TH STREET IN TERRE HAUTE $55 $55.00
CUST. TOTAL 55 55.00
25658 TECTRONICS P O BOX 1600 OR BEAVERTON $8,414 $6,151 $14,565.60
CUST. TOTAL 8,414 6,151 14,565.60
65618 TEDIA CORP 2930 SYMMES ROAD OH FAIRFIELD $225 $225.00
CUST. TOTAL 225 225.00
02199 TELEDYNE ALLVAC P O BOX 5031 NC MONROE $404 $404.80
CUST. TOTAL 404 404.80
88042 TEMPLE INLAND 540 E BARTON AVENUE AR W MEMPHIS $27 $27.50
CUST. TOTAL 27 27.50
73299 TEMPLE-INLAND HIGHWAY 105 TX EVADALE $946 $946.00
FOREST PRO CUST. TOTAL 946 946.00
75556 TEMPO CHEMICALS INC 135-1A WEST MALL ON ETOBICOKE $2,431 $1,833 $565 $4,829.25
CUST. TOTAL 2,431 1,833 565 4,829.25
27304 TERRA CHEMICALS INTL 600 4TH STREET IA SIOUX CITY $5,025 $5,025.00
CUST. TOTAL 5,025 5,025.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #120
<TABLE>
<CAPTION>
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-to-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- --- ----- -------- ------- -- ---- -------- -------- -------- ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
51347 TETLEY INC 40 EAST HANOVER AVENUE NJ MORRIS PLAINS $8,986 $1,080 $2,244 $12,310.40
CUST. TOTAL..... 8,986 1,080 2,244 12,310.40
88802 TETRA TECHNOLOGIES P O BOX 73807 TX HOUSTON $1,421 $1,421.95
88934 TETRA TECHNOLOGIES TX INGLESIDE $2,083 $2,083.33
CUST. TOTAL..... 1,421 2,083 3,505.28
06053 TEXACO CHEMICAL COMPANY ROUTE 2/TULSA DIVISION IL SALEM $55 $55.00
00988 TEXACO CHEMICAL COMPANY 1401 DOUGLAS ROAD KS EL DORADO $55- $55.00-
31460 TEXACO CHEMICAL COMPANY P O BOX 219 TX CONROE $82 $82.50
05826 TEXACO CHEMICAL COMPANY P O BOX 27712 TX HOUSTON $65,125 $3,463 $6,167 $12,566 $87,322.55
CUST. TOTAL..... 65,262 3,463 6,167 12,511 87,405.05
72917 TEXACO INT TRADERS INC P O BOX 2550 TX BELLAIRE $1,070 $41 $1,111.75
CUST. TOTAL..... 1,070 41 1,111.75
80018 TEXACO LUBRICANTS CO P O BOX 4427 TX HOUSTON $3,916 $3,916.68
CUST. TOTAL..... 3,916 3,916.68
71628 TEXACO REF & MARKETING P O BOX 430 TX BELLAIRE $82 $491 $220 $946 $1,740.00
14070 TEXACO REF & MARKETING 780 CLINTON DRIVE TX GALENA PARK $2,657 $2,657.53
56940 TEXACO REF & MARKETING P O BOX 4785 TX HOUSTON $988 $416 $1,073 $2,478.02
79351 TEXACO REF & MARKETING P O BOX 4785 TX HOUSTON $44 $4,166 $4,210.38
CUST. TOTAL..... 2,784 5,645 636 2,020 11,085.93
07830 TEXAS EASTMAN COMPANY BOX 7444 TX LONGVIEW $4,844 $574 $5,418.80
CUST. TOTAL..... 4,844 574 5,418.80
02993 TEXAS GULF INC P O BOX 30321 NC RALEIGH $10,607 $3,991 $14,598.11
CUST. TOTAL..... 10,607 3,991 14,598.11
84771 TEXAS INDUSTRIES 245 WARD ROAD TX MIDLOTHIAN $2,386 $2,836.50
CUST. TOTAL..... 2,386 2,836.50
52400 TEXAS PETROCHEMICAL 8600 PARK PLACE BLVD TX HOUSTON $120 $120.00
CUST. TOTAL..... 120 120.00
78662 TEXAS PLASTICS INDUSTRIE P O BOX 4457 TX MIDLAND $125 $125.00
CUST. TOTAL..... 125 125.00
68105 TEXASGULF INC P O BOX 48 NC AURORA $18,059 $18,059.22
CUST. TOTAL..... 18,059 18,059.22
85066 TEXPAR ENERGY INC P O BOX 587 WI WAUKESHA $776 $776.00
CUST. TOTAL..... 776 776.00
81800 TEXTILE CHEMICAL CO P O BOX 13788 PA READING $3,286 $55 $27 $4,035 $7,404.81
CUST. TOTAL..... 3,286 55 27 4,035 7,404.81
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #121
<TABLE>
<CAPTION>
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- --- ----- -------- ------- --- ---- ------- -------- --------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
04729 THATCHER CHEMICAL P O BOX 27407 UT SALT LAKE CITY $1,229 $2,080 $3,310.58
CUST. TOTAL.... 1,229 2,080 3,310.58
87174 THE DIAL CORPORATION 1850 NORTH CENTRAL AVE AZ PHOENIX 663 $663.04
60370 THE DIAL COPRORATION 6901 MCKISSOCK AVE MO SAINT LOUIS $165 $82 $8,609 $8,856.92
CUST. TOTAL..... 663 165 82 8,609 9,519.96
50880 THE INK COMPANY 1139 N W CARRIER PARKWAY TX GRAND PRAIRIE $55 $55.00
CUST. TOTAL..... 55 55.00
51307 THERMAL OXIDATION RAILROAD ROAD SC ROEBUCK $357 $357.50
CUST. TOTAL..... 357 357.50
59274 THERMALKEM INC RT 5 VERNSDALE ROAD SC ROCK HILL $247 $3,052 $3,299.50
CUST. TOTAL..... 247 3,052 3,299.50
50501 THERMOCLAD COMPANY 320 S W 27TH AVENUE FL OCALA $25 $25.00
CUST. TOTAL..... 25 25.00
09790 THIELE KAOLIN COMPANY HIGHWAY 296 NORTH GA WRENS $24 $24.00
CUST. TOTAL..... 24 24.00
90169 THOMAS & BETTS 8735 HAMILTON RD MS SOUTHAVEN $4,351 $4,351.70
CUST. TOTAL..... 4,351 4,351.70
68415 THOMAS BUILT BUSES 1408 COURTESY ROAD NC HIGH POINT $100 $40 $140.00
CUST. TOTAL..... 100 40 140.00
81681 THOMAS W DUNN CORP 9 VICTORIA TERRACE NJ RIDGEFIELD $210 $210.00
CUST. TOTAL..... 210 210.00
65806 THOMPSON CONSUMER ELECTR KEYSTONE INDUSTRIAL PARK PA DUNMORE $497- $497.46-
CUST. TOTAL..... 497- 497.46-
85158 TIFFANY MARBLE CO HWY 311 SOUTH NC RANDLEMAN $220 $220.00
CUST. TOTAL..... 220 220.00
87022 TILLEY CHEMICAL 501 CHESAPEAKE PARK PLAZ MD BALTIMORE $539 $539.50
CUST. TOTAL..... 539 539.50
66143 TILLEY CHEMICAL CO INC P O BOX 3416 MD BALTIMORE $2,190 $2,190.90
CUST. TOTAL..... 2,190 2,190.90
88786 TIMKEN COMPANY C/O BANK OF BOSTON MA LEXINGTON $1,123 $1,123.88
00611 TIMKEN COMPANY 1835 DUEHER AVENUE OH CANTON $55 $55.00
64754 TIMKEN COMPANY HWY 29 SOUTH SC GAFFNEY $55 $55.00
CUST. TOTAL..... 55 55 1,123 1,233.88
89951 TIRA PRODUCTS 160 CIRCLE DRIVE NORTH NJ PISCATAWAY $60 $60.00
CUST. TOTAL..... 60 60.00
85333 TITANK AGENCIES USA INC 4606 FM 1960 WEST TX HOUSTON $79 $437 $516.45
CUST. TOTAL..... 79 437 516.45
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 122
<TABLE>
<CAPTION>
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
C 87975 TOMEN AMERICA INC 444 MARKET CA SAN FRANCISCO $1,400 $1,400.56
STREET
CUST. TOTAL 1,400 1,400.56
64116 TOPIDERM 155 KNICKERBOCKER NY BOHEMIA $27 $27.50
AVE
CUST. TOTAL 27 27.50
13948 TDSCO SALONA WAY CA MARTINEZ $966 $966.80
CUST. TOTAL 966 966.80
86890 TOTAL DISTRIBUTION 106 EATONS NECK NY NORTHPORT $4,218 $454 $454 $5,127.10
SERVI ROAD
CUST. TOTAL 4,218 454 454 5,127.10
66363 TOYOTA MOTORS 1001 CHERRY KY GEORGETOWN $1,017 $247 $1,265.00
MFG USA BLOSSOM WAY
CUST. TOTAL 1,017 247 1,265.00
10686 TR-METRO CHEMICALS P O BOX 376 NJ RIDGEFIELD $1,202 $1,202.76
INC
CUST. TOTAL 1,202 1,202.76
83008 TRADE SHARE BUILDING #77 NY BROOKLYN, KI $1,402 $1,402.50
CORPORATION FTZ #1
CUST. TOTAL 1,402 1,402.50
75364 TRADE WASTE #7 MOBILE IL SAUGET $275 $275.00
INCINERATION AVENUE
CUST. TOTAL 275 275.00
19609 TRAFPAK NORTH 1225 NORTH LOOP TX HOUSTON $280 $280.00
AMERICA IN WEST
CUST. TOTAL 280 280.00
89748 TRANS CHEM INC A/C BASF CORP LA BATON ROUGH $70 $70.00
POLYMERS D
CUST. TOTAL 70 70.00
02297 TRANS CHEMICAL INC 419 EAST DE SOTO MO SAINT LOUIS $116 $116.40
CUST. TOTAL 116 116.40
62717 TRANS COASTAL P O BOX 80548 GA CHAMBLEE $505- $505.75-
INDUSTRIES
CUST. TOTAL 505- 505.75-
82460 TRANS GAS PIPE 718 PATERSON NJ CARLSTADT $768 $768.00
LINE CORP PLANK RAOAD
CUST. TOTAL 768 768.00
82152 TRANS OCEAN 399 THORNALL STREET NJ EDISON $1,029 $1,029.50
CUST. TOTAL 1,029 1,029.50
87695 TRANS TRADE 33 WEST SLADE STREET IL PALATINE $10,531 $3,045 $306 $476 $14,358.60
CUST. TOTAL 10,531 3,045 306 476 14,358.60
86156 TRANSCHEM INC 3130 CROW CANYON CA SAN RAMON $527 $527.00
PLACE
CUST. TOTAL 527 527.00
06700 TRANSCONTINENTAL 1144 E LINCOLN ST TX BROWNSVILLE $4,780 $4,780.00
FWG.
CUST. TOTAL 4,780 4,780.00
54038 TRANSO ENVELOPE 6501 SAN FERNANDO CA GLENDALE $192 $192.00
COMPANY ROAD
CUST. TOTAL 192 192.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 123
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
87608 TRANSOURCE POLYMERS, 275 WARNER AVENUE NY ROSLYN HEIGHTS $825 $825.00
INC
CUST. TOTAL 825 825.00
81176 TRANSPORT LINK P O BOX 23341 IL CHICAGO $55 $55.00
CUST. TOTAL 55 55.00
68144 TRANSPORTATION P O BOX 4491 OR CLACKAMAS $642 $642.00
COST CONT
CUST. TOTAL 642 642.00
21595 TRANSPORTERS 1808 MARKLEY TX LAREDO $180 $11,140 $11,320.00
QUIUNTANILL
CUST. TOTAL 180 11,140 11,320.00
88753 TRANSPORTES LOPEZ JOSE ALVARADO MX MONTERREY, N.L. $100 $100.00
E HIJO NO 1000
CUST. TOTAL 100 100.00
81352 TRANSPORTES TRESA PA LIONVILLE $3,330 $14,040 $9,990 $27,360.00
S A DE
CUST. TOTAL 3,330 14,040 9,990 27,360.00
03261 TREMCO MFG COMPANY 220 WICKSTEED AVE ON TORONTO $220 $220.00
CUST. TOTAL 220 220.00
26636 TRI ALLWASTE 50-C CAVEN POINT NJ JERSEY CITY $155 $155.00
AVENUE
CUST. TOTAL 155 155.00
79802 TRI STATES 1936 GREENWOOD NJ HEWITT $1,080 $1,080.00
ENVIRONMENTAL LAKE TURN
CUST. TOTAL 1,080 1,080.00
89810 TRIBOSPEC CORP 3550 ST PATRICK ST PQ MONTREAL $2,082 $2,082.50
CUST. TOTAL 2,082 2,082.50
50846 TRIMAC TRANSPORT P O BOX 3500 AB CALGARY $213 $213.08
SYSTEMS
67422 TRIMAC TRANSPORT P O BOX 488 ON SARNIA $750 $750.79
SYSTEMS
CUST. TOTAL 963 963.87
03332 TRIMET TECHNICAL 2409 N CEDAR CREST PA ALLENTOWN $935 $935.04
PRODUCT BLVD
CUST. TOTAL 935 935.04
C 86671 TRINITY CHEMICAL 8801 S YALE AVE OK TULSA $7,812 $10,003 $17,815.50
IND INC
CUST. TOTAL 7,812 10,003 17,815.50
79858 TRU-TEST 823 W BLACKHAWK IL CHICAGO $82 $82.50
CUST. TOTAL 82 82.50
51130 TRUMBULL ASPHALT 12500 STOCKER MI DETROIT $1,038 $1,038.86
COMPANY
08663 TRUMBULL ASPHALT 1249 NEWARK NJ KEARNY $232 $232.50
COMPANY TURNPIKE
CUST. TOTAL 1,038 232 1,271.36
84764 TRYLINE CO INC 1325 4TH AVE WA SEATLE $3,136 $3,136.80
CUST. TOTAL 3,136 3,136.80
77294 TULIO LANDSCAPING 19 PEBBLE RIDGE PA WARRINGTON $598 $598.76
INC ROAD
CUST. TOTAL 598 598.76
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 124
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00847 TURTLE WAX INC 5655 WEST 73RD STREET IL CHICAGO $825 $825.00
CUST. TOTAL 825 825.00
11582 U N X CHEMICALS INC P O BOX 7206 NC GREENVILLE $27 $27.50
CUST. TOTAL 27 27.50
84090 U S AIR FORCE TINKER AIR FORCE BASE OK MIDWEST CITY $110 $110.00
CUST. TOTAL 110 110.00
84520 U S ARMY FINANCE CENTER IN INDIANAPOLIS $22,752 $8,072 $77- $30,746.29
CUST. TOTAL 22,752 8,072 77- 30,746.29
86175 U S E HICKSON PRODUCTS L 15 WALLSEND DR ON SCARBOROUGH $1,902 $2,150 $4,053.20
CUST. TOTAL 1,902 2,150 4,053.20
25472 U S FINISHING CORP P O BOX 3367 SC GREENVILLE $50 $50.00
CUST. TOTAL 50 50.00
69064 U S G CORP EAST MAIN STREET NY STONY POINT $915 $915.00
CUST. TOTAL 915 915.00
68438 U S G INTERIORS P O BOX 398 PA RED LION $385 $385.37
CUST. TOTAL 385 385.37
67674 U S GYPSUM CO HIGHWAY 447 NV EMPIRE $1,035 $1,035.80
CUST. TOTAL 1,035 1,035.80
27621 U S GYPSUM COMPANY 4500 ARDINE STREET CA SOUTH GATE $856 $856.50
63917 U S GYPSUM COMPANY 401 VAN NESS AVE CA TORRANCE $55 $55.00
74397 U S GYPSUM COMPANY 5701 LEWIS ROAD LA NEW ORLEANS $1,623 $1,623.56
65516 U S GYPSUM COMPANY 1255 RARITAN RD NJ CLARK $26 $431 $457.52
70726 U S GYPSUM COMPANY LAKE STREET OH GYPSUM $1,458 $1,458.60
CUST. TOTAL 4,019 431 4,451.18
70405 U S NAVY DEPARTMENT MD INDIAN HEAD $275 $275.00
09357 U S NAVY DEPARTMENT NAVAL WEAPONS STATIONS VA YORKTOWN $82 $55 $317 $455.00
CUST. TOTAL 82 55 592 730.00
85020 U S X CORPORATION BOX 878 ACCTS PAYABLE PA DRAVOSBURG $1,548 $1,056 $2,604.90
85100 U S X CORPORATION FAIRLESS WORKS MAIL PA FAIRLESS HILLS $27 $82 $110.00
CUST. TOTAL 1,575 1,139 2,714.90
86892 ULRICH CHEMICAL CO 4219 N GARRISON AVE IN EVANSVILLE $178 $178.75
CUST. TOTAL 178 178.75
71952 UNDERWOOD INDUSTRIES 27 SURREY AVE NC DURHAM $1,014 $1,014.00
CUST. TOTAL 1,014 1,014.00
67410 UNICHEMA CHEMICALS INC 4650 SOUTH RACINE AVE IL CHICAGO $5,177 $82 $1,361 $6,620.50
76736 UNICHEMA CHEMICALS INC P O BOX 67 MO SAINT LOUIS $37,780 $4,890 $2,488- $40,182.50
CUST. TOTAL 42,957 4,890 82 1,127- 46,802.50
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 125
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15277 UNIFI INC P O BOX 698 NC YADKINVILLE $250 $250.00
CUST. TOTAL 250 250.00
74862 UNIFIED UNIVERSAL 70 HAWTHORNE DRIVE NJ NEWARK $225 $225.00
CUST. TOTAL 225 225.00
04607 UNION CAMP CORPORATION 100 JENSEN ROAD AL PRATTVILLE $4,578 44,578.00
73865 UNION CAMP CORPORATION P O BOX 37617 FL JACKSONVILLE $6,089 $4,564 $1,160 $11,813.80
83690 UNION CAMP CORPORATION P O BOX 60369 FL JACKSONVILLE $17,735 $3,414 $82 $1,412 $22,644.05
87113 UNION CAMP CORPORATION MILL STOREROOM GA SAVANNAH $520 $520.00
89343 UNION CAMP CORPORATION P O BOX 570 GA SAVANNAH $875 $875.00
89641 UNION CAMP CORPORATION P O BOX 570 GA SAVANNAH $1,000 $1,000.00
26346 UNION CAMP CORPORATION P O BOX B SC EASTOVER $1,014 $1,102 $82 $2,198.50
83470 UNION CAMP CORPORATION P O BOX 178 VA FRANKLIN $881 $247 $55- $1,802 $2,876.85
28234 UNION CAMP CORPORATION 2811 COFER ROAD VA RICHMOND $55 $319 $374.00
CUST. TOTAL 30,298 9,327 1,082 6,171 46,880.20
11681 UNION CARBIDE CORPORATIO 19206 HAWTHORNE BLVD CA TORRANCE $38,924 $315 $39,239.57
13731 UNION CARBIDE CORPORATIO 39 OLD RIDGEBERRY ROAD CT DANBURY $650 $3,369 $4,019.08
76296 UNION CARBIDE CORPORATIO 39 OLD RIDGEBERRY ROAD CT DANBURY $1,641 $1,641.50
81717 UNION CARBIDE CORPORATIO P O BOX 1986 CT DANBURY $729 $2,694 $3,423.99
13874 UNION CARBIDE CORPORATIO P O BOX 50 LA HAHNVILLE $472 $247 $720.00
55860 UNION CARBIDE CORPORATIO 8 GREEK LANE/DAVE BROWN NJ EDISON $165 $165.00
09184 UNION CARBIDE CORPORATIO WESTON CANAL CENTER/CN45 NJ SOMERSET $5,388 $5,388.50
59675 UNION CARBIDE CORPORATIO 7400 BLVD DES GALERIES D PO ANJOU $24 $24.61
03710 UNION CARBIDE CORPORATIO HWY 185 TX SEADRIFT $262 $262.50
88980 UNION CARBIDE CORPORATIO P O BOX 471 TX TEXAS CITY $1,245 $1,245.00
54095 UNION CARBIDE CORPORATIO P O BOX 4008/D CRUMB WV CHARLESTON $34,807 $15,214 $8,404 $1,087 $59,514.53
81332 UNION CARBIDE CORPORATIO P O BOX 4488 WV CHARLESTON $1,247- $1,247.00-
83870 UNION CARBIDE CORPORATIO P O BOX 4008/EDI BILLING WV CHARLESTON $419,503 $92,173 $32,235 $11,727 $555,639.43
71285 UNION CARBIDE CORPORATIO P O BOX 8004/BLDG 82-248 WV S CHARLESTON $110 $110.00
01917 UNION CARBIDE CORPORATIO P O BOX 180 WV SISTERSVILLE $49,508 $15,622 $1,476 $66,607.72
89501 UNION CARBIDE CORPORATIO P O BOX 180 WV SISTERSVILLE $1,595 $330- $1,265.00
CUST. TOTAL 551,579 124,502 43,334 18,601 738,019.43
65972 UNION ENVELOPE CORPORATI HERMITAGE RD & SHERWOOD VA RICHMOND $82 $82.50
CUST. TOTAL 82 82.50
65926 UNION PACIFIC RAILROAD C 1416 DODGE STREET NE OMAHA $2,288 $2,288.38
CUST. TOTAL 2,288 2,288.38
84684 UNION TEXAS PETROLEUM P O BOX 470 LA GEISMAR $27 $27.50
CUST. TOTAL 27 27.50
22455 UNIROYAL CHEMICAL STATE HWY 225 EXIT 31 AL BAY MINETTE $4,320 $110 $4,430.00
62732 UNIROYAL CHEMICAL BENSON ROAD CT MIDDLEBURY $3,134 $2,051 $6,751 $12,535 $24,473.72
84750 UNIROYAL CHEMICAL ELM STREET CT NAUGATUCK $10,960 $2,184 $125 $226 $13,496.25
84980 UNIROYAL CHEMICAL BOX 397 UNIROYAL CHEM DI LA GEISMAR $1,760 $1,457 $1,449 $447 $5,114.93
09532 UNIROYAL CHEMICAL 405 EAST 78TH STREET MN BLOOMINGTON $48,952 $1,153 $3,512 $1,446 $55,064.00
84790 UNIROYAL CHEMICAL 214 W RUBY AVE/BOX 2337 NC GASTONIA $756 $75 $25 $30 $886.25
84840 UNIROYAL CHEMICAL P O BOX 250 ON ELMIRA $29 $58 $88.28
72376 UNIROYAL CHEMICAL NORTH PLANT TX PORT NECHES $3,963 $3,963.00
CUST. TOTAL 73,875 7,090 11,863 14,686 107,516.43
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 127
<TABLE>
<CAPTION>
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
88108 UNITED BIOTECH P O BOX 1487 SC WALTERBORO $11,723 $11,723.50
CUST. TOTAL 11,723 11,723.50
79578 UNITED COLORS WEST 19TH WV NITRO $165 $165.00
TECHNOLOGY STREET
CUST. TOTAL 165 165.00
85506 UNITED PANEL ROUTE 512 PA MOUNT $220 $220.00
WELDONE BETHEL
TERRAC
CUST TOTAL 220 220.00
84430 UNITED REFINING P O BOX 780 PA WARREN $1,181 $740- $440.83
COMPANY
CUST. TOTAL 1,181 740- 440.83
63289 UNITED STATES SUGAR SOUTH W C FL CLEWISTON $4,192 $4,192.61
OWENS
AVENUE
CUST. TOTAL 4,192 4,192.61
52168 UNITED TECHNOLOGIES 400 MAIN ST CT E HARTFORD $567 $567.00
80894 UNITED TECHNOLOGIES ENGINEERED IA IOWA CITY $45 $45.00
AUTO SYSTEMS DIV
87225 UNITED TECHNOLOGIES 7125 ORCHARD MI W BLOOMFIELD $6,510 $3,199 $1,495 $11,205.48
AUTO LAKE ROAD
CUST. TOTAL 6,510 3,199 1,540 567 11,817.48
85380 UNITEX CHEMICAL CORP 520 BROOME NC GREENSBORO $3,850 $3,850.50
ROAD
CUST. TOTAL 3,850 3,850.50
05973 UNIVERSAL P O BOX 398 OH KENTON $904 $39 $943.00
COOPERATIVES
CUST. TOTAL 904 39 943.00
24653 UNIVERSAL FORWARDING 454 E FRONTON TX BROWNSVILLE $2,800 $2,800.00
CO ST
CUST. TOTAL 2,800 2,800.00
85940 UNIVERSAL PACKAGING 49 GEYSER RD NY SARATOGA $946 $946.00
SPRIN
CUST. TOTAL 946 946.00
72714 UNIVERSAL POLYMERS 1122 W N TX GRAND PRAIRIE $137 $137.50
CARRIER PKWY
CUST. TOTAL 137 137.50
79275 UNO-VEN 135TH STREET & IL LEMONT $394 $394.63
NEW AVENUE
CUST. TOTAL 394 394.63
86549 UNOCAL 1520 E CA CARSON $350 $350.60
SEPULVEDA
CUST. TOTAL 350 350.60
03560 UNOCAL CORPORATION 2555 WILLOW CA ARROYO $45 $45.00
ROAD GRANDE
12833 UNOCAL CORPORATION 14420 MACAW CA LA MIRADA $165 $165.00
BLVD
02172 UNOCAL CORPORATION 1380 SAN PABLO CA RODEO $4,875 $4,875.90
AVENUE
09453 UNOCAL CORPORATION UNION IL SCHAUMBURG $559 $559.00
CHEMICAL DIV
10485 UNOCAL CORPORATION P O BOX 7610 IL SCHAUMBURG $17,652 $5,764 $773 $889 $25,079.95
74954 UNOCAL CORPORATION 1650 E GOLF RD IL SCHAUMBURG $829 $829.00
79974 UNOCAL CORPORATION P O BOX 7610 IL SCHAUMBURG $793 $793.24
11749 UNOCAL CORPORATION 6101 ORR ROAD NC CHARLOTTE $412 $412.50
12275 UNOCAL CORPORATION 14700 MALLARD NC CHARLOTTE $669 $669.00
CREEK ROAD
CUST. TOTAL 22,573 5,764 773 4,317 33,428.59
</TABLE>
<PAGE>
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ENDING-DATE 5/01/93 PAGE# 127
<TABLE>
<CAPTION>
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
85580 UPJOHN COMPANY 410 SACKETT PT CT N HAVEN $55 $1,487 $1,542.00
RD/18270
85570 UPJOHN COMPANY 7171 PORTAGE MI KALAMAZOO $4,500 $4,500.00
ROAD
CUST. TOTAL 4,555 1,487 6,042.00
79076 URETAN S A DE C V TX LAREDO $140 $140.00
CUST. TOTAL 140 140.00
86578 USX CORPORATION MN MOUNTAIN $55 $137 $192.50
IRON
90023 USX CORPORATION GARY WORKS PA PITTSBURGH $55 $55.00
CUST. TOTAL 55 55 137 247.50
69950 UTILITY MFG COMPANY 700 MAIN NY WESTBURY $833 $833.50
STREET
CUST. TOTAL 833 833.50
26910 UTILITY TRAILER FREEPORT UT CLEARFIELD $160 $24 $184.00
COMPANY CENTER
CUST. TOTAL 160 24 184.00
82250 V F L TECHNOLOGY 42 LLOYD AVE PA MALVERN $590 $590.00
CUST. TOTAL 590 590.00
65043 V V V CORPORATION PENNYROYAL SC GEORGETOWN $632 $632.50
RD
CUST. TOTAL 632 632.50
89290 VALENTINE SUGAR VALITE LA LOCKPORT $1,709 $1,709.28
DIVISION
CUST. TOTAL 1,709 1,709.28
59659 VALLEY PROTEIN P O BOX 3588 VA WINCHESTER $529 $529.20
CUST. TOTAL 529 529.20
26066 VALSPAR CORPORATION P O BOX 830 MN MINNEAPOLIS $4,121 $2,151 $93 $6,366.10
CUST. TOTAL 4,121 2,151 93 6,366.10
90047 VALVOLINE CO P O BOX 14000 KY LEXINGTON $4,073 $4,073.00
CUST. TOTAL 4,073 4,073.00
61019 VALVOLINE OIL COMPANY P O BOX 391 KY ASHLAND $302 $27 $330.00
74959 VALVOLINE OIL COMPANY 501 RAILROAD PA ROCHESTER $27 $27.50
STREET
89144 VALVOLINE OIL COMPANY 2627 TIDAL TX DEER PARK $220 $220.00
ROAD
CUST. TOTAL 302 27 247 577.50
77090 VAN WATERS & ROGERS 16803-118 AVE AB EDMONTON $337 $337.50
27932 VAN WATERS & ROGERS 50 S 45TH AZ PHOENIX $3,118 $3,118.90
STREET
04335 VAN WATERS & ROGERS 9800 VAN HORN BC RICHMOND $180 $180.00
WAY
02731 VAN WATERS & ROGERS 1363 SOUTH CA CITY OF $516 $516.40
BONNIE BEACH COMMER
12291 VAN WATERS & ROGERS P O BOX 2062 CA LOS ANGELES $292 $1,332 $685 $2,310.00
05480 VAN WATERS & ROGERS 2100 HAFFLY CA NATIONAL CITY $475 $475.00
AVENUE
00010 VAN WATERS & ROGERS 2256 JUNCTION CA SAN JOSE $45 $45.00
AVENUE
00142 VAN WATERS & ROGERS P O BOX 2343 GA AUGUSTA $115 $115.00
01263 VAN WATERS & ROGERS 2145 SKYLAND GA NORCROSS $110 $135 $245.00
COURT
77074 VAN WATERS & ROGERS 730 COLONIAL MA SALEM $4,015 $30 $5,819 $9,864.27
ROAD
16600 VAN WATERS & ROGERS 845 TERRACE MN SAINT PAUL $471 $471.65
CIRCLE
79754 VAN WATERS & ROGERS 220 BARNES MO SPRINGFIELD $137 $137.50
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 128
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
57210 VAN WATERS & ROGERS 160 ESSEX AVE EAST NJ AVENEL $578 $3,798 $4,376.80
89068 VAN WATERS & ROGERS P O BOX 96 NY GUILDERLAND CE $2,026 $2,026.68
84913 VAN WATERS & ROGERS 777 SUPERTEST DRIVE ON DOWNSVIEW $3,928 $80 $4,008.00
03067 VAN WATERS & ROGERS 64 ARROW ROAD ON WESTON $3,104 $5,844 $8,948.95
03572 VAN WATERS & ROGERS 6000 CASTILE DRIVE PA CORAOPOLIS $110 $55 $110 $275.00
50840 VAN WATERS & ROGERS 8335 ENTERPRISE AVENUE PA PHILADELPHIA $7,658 $6,871 $1,843 $16,373.36
05956 VAN WATERS & ROGERS 100 MC ARTHUR STREET PQ VALLEYFIELD $137 $217 $355.00
00569 VAN WATERS & ROGERS DRAWER 2169 SC SPARTANBURG $749 $137 $192 $804 $1,883.55
10288 VAN WATERS & ROGERS 3 RIVERSIDE LANE TN CHATTANOOGA $110 $110.00
12125 VAN WATERS & ROGERS 3909 OUTLAND DRIVE TN MEMPHIS $180 $90 $270.00
50620 VAN WATERS & ROGERS 402 MCBRIDE LANE TX CORPUS CHRISTI $140 $140.00
85770 VAN WATERS & ROGERS 10889 BEKAY STREET TX DALLAS $55 $55.00
28261 VAN WATERS & ROGERS P O BOX 4579 TX HOUSTON $200 $200.00
05251 VAN WATERS & ROGERS 8201 SOUTH 212TH STREET WA KENT $2,108 $2,108.40
76588 VAN WATERS & ROGERS P O BOX 34325 WA SEATTLE $14,309 $5,844 $13,407 $33,560.59
74247 VAN WATERS & ROGERS INC 59865 MARKET STREET IN SOUTH BEND $45 $45 $90.00
CUST. TOTAL 41,779 14,498 237 36,081 92,597.55
52239 VANCHEM INC 1 NORTH TRANSIT RD NY LOCKPORT $981 $981.00
CUST. TOTAL 981 981.00
88678 VANGUARD PLASTICS INC 10600 KAHLMEYER DR MO SAINT LOUIS $187 $187.00
CUST. TOTAL 187 187.00
56428 VELSICOL CHEMICAL CORP 10400 WEST HIGGINS ROAD IL ROSEMONT $4,420 $79 $4,499.00
86180 VELSICOL CHEMICAL CORP 1199 WARFORD ST TN MEMPHIS $1,170 $522 $1,692.50
CUST. TOTAL 5,590 601 6,191.50
80640 VENTEX FIBERS LTD 691 GANA COURT ON MISSISSAUGA $27 $27.50
CUST. TOTAL 27 27.50
83246 VENTURA COASTAL 8385 VISTA DEL MAR DR CA VENTURA $491 $491.47
CUST. TOTAL 491 491.47
72418 VESUVIUS U S A 855 N 5TH ST IL CHARLESTON $6,062 $6,062.70
CUST. TOTAL 6,062 6,062.70
80122 VI-JON LABS INC 7525 PAGE BLVD MO PAGEDALE $220 $742 $320 $1,282.50
CUST. TOTAL 220 742 320 1,282.50
90042 VIGORO INDUSTRIES INC KAISER/ESTECH DIV OH NORTH BEND $1,237 $1,237.00
CUST. TOTAL 1,237 1,237.00
89200 VILLE DE TERREBONNE 4445 COTE TERREBONNE PQ TERREBONNE $445 $445.12
CUST. TOTAL 445 445.12
54201 VININGS ALUM PRODUCTS 3950 CUMBERLAND PARKWAY GA ATLANTA $4,303 $4,303.92
CUST. TOTAL 4,303 4,303.92
89083 VIPLASTICOS SA DE CV 8640 SAN LORENZO DRIVE TX LAREDO $90 $90.00
CUST. TOTAL 90 90.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 129
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24454 VIRGINIA CONCRETE COMPAN P O BOX 666 VA SPRINGFIELD $120 $120.00
CUST. TOTAL 120 120.00
02737 VIRGINIA ELEC POWER CO P O BOX 571 VA YORKTOWN $1,998 $1,998.00
CUST. TOTAL 1,998 1,998.00
04373 VIRGINIA GALVANIZING COR P O BOX 9349 VA RICHMOND $2,337 $2,337.00
CUST. TOTAL 2,337 2,337.00
08099 VIRKLER CHEMICAL COMPANY 12345 STEEL CREEK ROAD NC CHARLOTTE $27 $472 $499.70
CUST. TOTAL 27 472 499.70
05610 VISTA CHEMICAL P O BOX 727 LA WESTLAKE $6,168 $1,356 $535 $8,059.50
19400 VISTA CHEMICAL 3441 FAIRFIELD ROAD MD BALTIMORE $412 $165 $2,351 $2,929.49
19020 VISTA CHEMICAL P O BOX 219798 TX HOUSTON $125,114 $43,253 $3,717 $7,934 $180,020.86
81761 VISTA CHEMICAL P O BOX 218402 TX HOUSTON $2,909 $2,909.20
83525 VISTA CHEMICAL % STOLT TERMINAL TX HOUSTON $130 $130.00
CUST. TOTAL 131,695 43,418 8,113 10,821 194,049.05
26774 VISTA POLYMER HIGHWAY 25 MS ABERDEEN $82 $82.50
CUST. TOTAL 82 $82.50
83604 VITAFOAM 2222 SURRETT DR NC HIGH POINT $27 $27.50
CUST. TOTAL 27 $27.50
72935 VULCAN MATERIAL CORP P O BOX 530390 AL BIRMINGHAM $181,622 $2,424 $7,897 $1,260 $193,205.35
86260 VULCAN MATERIAL CORP ASHLAND ROAD LA GEISMAR $1,014- $1,014.00-
CUST. TOTAL 181,622 2,424 7,897 246 192,191.35
02656 VULCAN OIL COMPANY 5353 SPRING GROVE AVENUE OH CINCINNATI $165 $27 $192.50
CUST. TOTAL 165 27 192.50
82558 VULSAY INDUSTRIES INC 35 REGAN ROAD DN BRAMPTON $27 $27.50
CUST. TOTAL 27 $27.50
75370 VYCON CHEMICALS INC GREENWOOD AVE & WAREN PA SCRANTON $510 $510.00
CUST. TOTAL 510 510.00
86043 W D SERVICES P O BOX 147 NJ BELLMAWR $472 $1,069 $55 $1,596.00
CUST. TOTAL 472 1,069 55 1,596.00
71327 W F TAYLOR CORP 13660 EXCELSIOR DRIVE CA SANTA FE SPRS $137 $137.50
CUST. TOTAL 137 137.50
06307 W H SHURTLEFF CO 1 RUNWAY ROAD ME S PORTLAND $874 $874.72
CUST. TOTAL 874 874.72
78020 W K MERRIMAN 4640 CAMPBELL RUN RD PA PITTSBURGH $3,611 $3,611.32
CUST. TOTAL 3,611 3,611.32
07710 W M BARR & COMPANY P O BOX 1879 TN MEMPHIS $1,870 $10 $3,976 $5,856.50
CUST. TOTAL 1,870 10 3,976 5,856.50
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE:
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #130
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
77298 W R BONSAL COMPANY HWY 74 NC LILESVILLE $480 $480.00
CUST. TOTAL..... 480 480.00
06603 W R GRACE & COMPANY 7237 EAST GAGE AVENUE CA LOS ANGELES $1,425 $1,425.16
61013 W R GRACE & COMPANY 5210 PHILLIPS LEE DRIVE GA ATLANTA $27 $27.50
22410 W R GRACE & COMPANY 62 WHITTEMORE AVENUE MA CAMBRIDGE $515 $481 $307 $1,303.80
35320 W R GRACE & COMPANY P O BOX 2117/KEN HARTMAN MD BALTIMORE $747 $555 $1,545 $2,847.50
CUST. TOTAL..... 2,715 1,036 1,852 5,603.96
10577 W R GRACE CONSTRUCTION 2133 85TH STREET NJ N BERGEN $522 $522.50
CUST. TOTAL..... 522 522.50
77135 W S DODGE 3710 FRUITLAND AVENUE CA MAYWOOD $110 $110.00
CUST. TOTAL..... 110 110.00
85717 WAMPLER-LONGACRE CHICKHE P O BOX 275 VA BROADWAY $200 $200.00
CUST. TOTAL..... 200 200.00
00419 WARLICK PAINT COMPANY IN P O DRAWER 1508 NC STATESVILLE $1,435 $1,260 $2,696.64
CUST. TOTAL..... 1,435 1,260 2,696.64
69452 WARREN LABORATORIES 12603 EXECITOVE DR-806 TX STAFFORD $1,144 $1,144.00
CUST. TOTAL..... 1,144 1,144.00
83161 WARREN PETROLEUM CORP 10319 HWY 146 TX MONT BELVIEU $2,451 $2,451.46
CUST. TOTAL..... 2,451 2,451.46
73785 WASHINGTON STEEL CORP WOODLAND & GRIFFITH AVES PA WASHINGTON $250 $250.00
CUST. TOTAL..... 250 250.00
89085 WASTE TECHNOLOGY INC 1250 ST GEORGE STREET OH E LIVERPOOL $237 $3,357 $3,595.20
CUST. TOTAL..... 237 3,357 3,595.20
82112 WASTE TECHNOLOGY SERVICE 6060 PARK PLACE NY NIAGARA FALLS $170 $170.00
CUST. TOTAL..... 170 170.00
89117 WATER TECH INC P O BOX 11075 AR FORT SMITH $192 $192.50
CUST. TOTAL..... 192 192.50
84974 WATERSOLES 4 FAWCETT DRIVE TX DEL RIO $1,118 $1,118.00
CUST. TOTAL..... 1,118 1,118.00
02118 WATSON STANDARD COMPANY HITE ROAD PA HARWICK $27- $27.50-
CUST. TOTAL..... 27- 27.50-
87330 WEIRTON STEEL CORPORATIO 400 THREE SPRING ROAD WV WEIRTON $100 $55 $2,639 $2,794.50
CUST. TOTAL..... 100 55 2,639 2,794.50
21669 WELCHEM INC P O BOX 920941 TX HOUSTON $1,598 $1,598.75
CUST. TOTAL..... 1,598 1,598.75
05003 WELLAND CHEMICAL P O BOX 26 PA NEWELL $330 $220 $385 $2,655 $3,590.41
CUST. TOTAL..... 330 220 385 2,655 3,590.41
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #131
<TABLE>
<CAPTION>
0-TO- 31-TO- 61-TO- OVER- TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
86262 WELLMAN INC 2710 TANAGER AVENUE CA LOS ANGELES $52 $52.00
CUST. TOTAL..... 52 52.00
02829 WEN-DON CORPORATION 401 ALBER MARBLE AVENUE VA ROANOKE $55 $55.00
CUST. TOTAL..... 55 55.00
23224 WERTHAN INDUSTRIES 8TH AVENUE NORTH TN NASHVILLE $82 $82.50
CUST. TOTAL..... 82 82.50
86020 WEST MICHIGAN STEEL FOUN 1148 W WESTERN AVE MI MUSKEGON $703 $703.00
CUST. TOTAL..... 703 703.00
85199 WEST POINT PEPPERELL CHERRY ROAD SC CLEMSON $429 $429.00
CUST. TOTAL..... 429 429.00
73471 WESTERN KRAFT COMPANY 19615 SOUTH SUSANNA CA COMPTON $4,776 $2,013 $6,789.60
CUST. TOTAL..... 4,776 2,013 6,789.60
89886 WESTERN KRAFT CORP 2800 ALVARADO ST CA SAN LEANDRO $261 $261.00
CUST. TOTAL..... 261 261.00
52808 WESTERN PUBLISHING CO IN 107 TOM STARLING ROAD NC FAYETTEVILLE $611 $611.00
CUST. TOTAL..... 611 611.00
27668 WESTERN TEXTILE PRODUCTS 3400 TREE CT MO SAINT LOUIS $635- $635.00-
CUST. TOTAL..... 635- 635.00-
58609 WESTERN ZIRCONIUM 10000 WEST 900 SOUTH UT OGDEN $302 $357 $660.00
CUST. TOTAL..... 302 357 660.00
26450 WESTFIELD TANNING COMPAN 360 CHURCH STREET PA WESTFIELD $27 $27.50
CUST. TOTAL..... 27 27.50
05329 WESTINGHOUSE ELECTRIC CO RD # 4 PA BLAIRSVILLE $26 $26.00
87890 WESTINGHOUSE ELECTRIC CO ROUTE 993 PA MANOR $220 $425 $645.00
56777 WESTINGHOUSE ELECTRIC CO 230 ALPHA DRIVE PA PITTSBURGH $1,468 $1,468.50
87950 WESTINGHOUSE ELECTRIC CO HOOVER ST NORTH SC HAMPTON $614 $731 $1,345.85
88040 WESTINGHOUSE ELECTRIC CO ROUTE 2 HIGHWAY 1 VA ABINGDON $9,249 $3,052 $12,301.92
CUST. TOTAL..... 10,083 3,810 1,893 15,787.27
83019 WESTLAKE PETROCHEMICAL C 900 HWY 108 LA SULPHUR $100- $100.00-
CUST. TOTAL..... 100- 100.00-
86318 WESTLAKE STYRENE P O BOX 2029 LA SULPHUR $700 $700.00
CUST. TOTAL..... 700 700.00
25417 WESTLAND OIL CO INC 2740 VALLEY VIEW DRIVE LA SHREVEPORT $6,749 $6,749.90
CUST. TOTAL..... 6,749 6,749.90
86827 WESTROCK INDUSTRIES LTD 6205 BOUL HEBERT PQ DELSON $1,112 $1,112.26
CUST. TOTAL..... 1,112 1,112.26
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 132
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ---- ------ -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
74601 WESTVACO CORPORATION 180 MOODY CT ENFIELD $3,136 $125 $3,261.80
ROAD
27909 WESTVACO CORPORATION 5625 NEW GA CHAMBLEE $683 $683.40
PEACHTREE
ROAD
87690 WESTVACO CORPORATION HWY 51 S KY WICKLIFFE $55 $55.00
07950 WESTVACO CORPORATION P O BOX 836 LA DE RIDDER $4,714 $1,978 $100 $6,792.45
87700 WESTVACO CORPORATION 300 PRATT MD LUKE $1,424 $1,597 $3,022.13
STREET
87720 WESTVACO CORPORATION 15TH STREET PA TYRONE $2,057 $45 $2,102.30
78202 WESTVACO CORPORATION P O BOX 70848 SC CHARLESTON HTS $15,726 $6,464 $200- $2,887 $24,878.25
87430 WESTVACO CORPORATION P O BOX 70848 SC CHARLESTON HTS $1,786 $98 $1,884.56
07796 WESTVACO CORPORATION P O BOX 2941105 SC N CHARLESTON $21,599 $25,814 $3,096 $12,114 $62,825.13
81049 WESTVACO CORPORATION P O BOX 140 VA COVINGTON $82 $27 $110.00
87740 WESTVACO CORPORATION P O BOX 140 VA COVINGTON #3,108 $229 $3,337.54
CUST. TOTAL 54,291 34,339 2,941 17,179 108,752.56
76292 WESTVACO US ENVELOPE 315 INDUSTRY MA SPRINGFIELD $195 $195.00
DIV AVE
CUST. TOTAL 195 195.00
14606 WEYERHAEUSER CARSON ROAD MS COLUMBUS $55 $693- $638.00-
COMPANY
88020 WEYERHAEUSER BOX 787 NC PLMOUTH $55 $55.00
COMPANY
CUST. TOTAL 110 693- 583.00-
88230 WHEATLAND TUBE P O BOX 608 PA WHEATLAND $230 $230.46
COMPANY
CUST. TOTAL 230 230.46
72503 WHEELING PITTSBURGH P O BOX 192 WV WHEELING $3,344 $4,151 $165 $4,234 $11,896.11
STEEL
CUST. TOTAL 3,344 4,151 165 4,234 11,896.11
74595 WHEELING STEEL CORP MCLISTER AVE OH MARTINS $247 $247.50
FERRY
CUST. TOTAL 247 247.50
56693 WHIP MIX CORP 361 KY LOUISVILLE $2,100 $2,100.00
FARMINGTON
AVENUE
CUST. TOTAL 2,100 2,100.00
75334 WHIRLPOOL 405 EAST 78TH MN BLOOMINGTON $3,767 $2,025 $5,792.50
CORPORATION STREET
CUST. TOTAL 3,767 2,025 5,792.50
08022 WHITE & BARLEY OF MICH 7131 MI DETROIT $313 $313.00
WESTFIELD
CUST. TOTAL 313 313.00
50536 WHITEHALL PLYWOOD RURAL ROUTE 2 NY WHITEHALL $220 $275 $495.00
BOX 216
CUST. TOTAL 220 275 495.00
62430 WILLAMETTE INDUSTRIES 100 W CENTER PA JOHNSONBURG $9,169 $110 $9,279.50
INC ST
CUST. TOTAL 9,169 110 9,279.50
82611 WILLIAM HOUSE INC WEDDING LANE PA SCOTTDALE $226 $226.75
CUST. TOTAL 226 226.75
12400 WILLIAM T BURNETT 1500 BUSH MD BALTIMORE $82 $275 $357.50
COMPANY STREET
CUST. TOTAL 82 275 357.50
74849 WILLIAMSPORT WIREROPE P O BOX 3188 PA WILLIAMSPORT $2,902 $972 $3,874.59
CUST. TOTAL 2,902 972 3,874.59
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 133
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ---- ------ -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
89374 WILSON LABORATORIES 36 HEAD ON DUNDAS $90 $90.00
STREET
CUST. TOTAL 90 90.00
81053 WIM VOS USA INC 2 JOURNAL NJ JERSEY CITY $1,595 $1,595.97
SQUARE
89643 WIM VOS USA INC 500 PLAZA NJ SECAUCUS $136 $136.00
DRIVE
6TH FLOOR
CUST. TOTAL 136 1,595 1,731.97
89330 WISE FOODS 228 RASELEY PA BERWICK $55 $55.00
STREET
CUST. TOTAL 55 55.00
06776 WITCO CHEMICAL P O BOX 9 IL MAPLETON $82 $137- $55.00-
COMPANY
CUST. TOTAL 82 137- 55.00-
55673 WITCO CORPORATION 10100 SANTA CA LOS ANGELES $4,830 $569 $375 $8,969 $14,744.10
MONICA BLVD
65824 WITCO CORPORATION 8733 S DICE RD CA SANTE FE SPRIN $275- $275.00-
89380 WITCO CORPORATION 6200 WEST 51ST IL CHICAGO $27 $192 $347 $567.50
STREET
89410 WITCO CORPORATION P O BOX 308 LA GRETNA $4,102 $1,375 $632 $6,110.16
20624 WITCO CORPORATION 652 DOREMUS NJ NEWARK #1,778 $416 $2,194.50
AVENUE
89420 WITCO CORPORATION P O BOX 551 NJ PERTH AMBOY $220 $1,877 $2,097.50
04563 WITCO CORPORATION P O BOX 108 NJ PHILLIPSBURG $4,642 $4,642.07
04100 WITCO CORPORATION 633 COURT NY BROOKLYN $1,413 $241 $1,654.68
STREET
75245 WITCO CORPORATION 735 CLINTON NY BROOKLYN $335 $335.00
STREET
03627 WITCO CORPORATION 1485 SPEERS ON OAKVILLE $26 $27 $54.25
ROAD
67530 WITCO CORPORATION 2 BRADPENN ON TORONTO $302 $302.50
ROAD
89370 WITCO CORPORATION 77 NORTH PA BRADFORD $8,459 $871 $9,330.77
KENDALL
DRIVE
89440 WITCO CORPORATION P O BOX 336 PA PETROLIA $711 $11,797 $12,509.04
15063 WITCO CORPORATION 15200 ALMEDA TX ALMEDA $90 $90.00
ROAD
70445 WITCO CORPORATION HWY 59/ TX MARSHALL $55 $55.00
P O BOX 1439
CUST. TOTAL 26,267 14,185 1,438 12,520 54,412.07
67801 WOLVERINE TECHNOLOGY 701 LIBERTY MI JACKSON $82 $82.50
CORP STREET
CUST. TOTAL 82 82.50
75385 WOOD CO LTD W C 5 ARTHUR ON GUELPH $137 $137.50
STREET SOUTH
CUST. TOTAL 137 137.50
84320 WOOD FIBER INDUSTRIES P O BOX 3327 VA DANVILLE $1,884 $1,884.53
CUST. TOTAL 1,884 1,884.53
81028 WOODBRIDGE FOAM 6455 E MO KANSAS CITY $7,864 $6,556 $6 $14,427.09
PRODUCTS COMMERCE
AVENUE
71084 WOODBRIDGE FOAM 1999 FORBES ON WHITBY $1,439 $1,439.70
PRODUCTS STREET
01464 WOODBRIDGE FOAM 8214 KIPLING ON WOODBRIDGE $135 $1,072 $1,207.50
PRODUCTS AVENUE
CUST. TOTAL 7,864 8,131 1,079 17,074.29
55330 WOODS WIRE PRODUCTS 511 THIRD IN CARMEL $297 $297.50
AVENUE SW
CUST. TOTAL 297 297.50
65304 WORLDWIDE DISPATCH 3505 E 14TH TX BROWNSVILLE $450 $450.00
STREET
CUST. TOTAL 450 450.00
89820 WORTH CHEMICAL CORP P O BOX 20725 NC GREENSBORO $27 $27.50
58868 WORTH CHEMICAL CORP 515 23RD STREET NC LONG VIEW $402 $402.00
SW
CUST. TOTAL 27 402 429.50
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0
AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 134
<TABLE>
<CAPTION>
TOTAL
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE
- ---- ----- -------- ------- --- ---- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
09851 WORTH INC P O BOX 88104 TN TULLAHOMA $36- $36.00-
CUST. TOTAL 36- 36.00-
54436 WORTHINGTON FOODS INC 824 PROPRIETORS ROAD OH WORTHINGTON $27 $27.50
CUST. TOTAL 27 27.50
88357 WORTHINGTON STEEL CO P O BOX 3050 PA MALVERN $453 $453.00
CUST. TOTAL 453 453.00
77751 WYCO WELL SERVICE 4751 HIGH HILL ROAD OH CAMBRIDGE $2,578 $2,578.00
CUST. TOTAL 2,578 2,578.00
88640 YORK INTERNATIONAL CORP 11935A FM 529 TX HOUSTON $55 $55.00
CUST. TOTAL 55 55.00
04555 YOUNGER BROTHERS 4904 GRIGGS ROAD TX HOUSTON $1,622 $1,622.88
CUST. TOTAL 1,622 1,622.88
25160 ZACLON INC 2981 INDEPENDENCE ROAD OH CLEVELAND $3,847 $10,965 $11,161 $1,771 $27,746.44
CUST. TOTAL 3,847 10,965 11,161 1,771 27,746.44
88097 ZEGO GRP INTERAMERICA DIST. CENTER TX LAREDO $590 $590.00
CUST. TOTAL 590 590.00
55829 ZENECA INC/AG PRODUCTS 3647 SHEPARD ROAD OH PERRY $1,350- $1,350.00-
CUST. TOTAL 1,350- 1,350.00-
04528 ZENECA INC/AGROCHEMICALS RICHMOND PLANT-FREIGHT P CA RICHMOND $14,773 $3,376 $104 $18,254.00
CUST. TOTAL 14,773 3,376 104 18,254.00
66470 ZENECA RESINS INC 730 MAIN ST MA WILMINGTON $55 $55.00
CUST. TOTAL 55 55.00
68365 ZENECA SPECIALTY INKS 1100 FAIRCHILD ROAD NC WINSTON SALEM $1,538 $55 $1,593.44
89551 ZENECA SPECIALTY INKS 1100 FAIRCHILD ROAD NC WINSTON SALEM $137 $137.50
CUST. TOTAL 1,675 55 1,730.94
84282 ZEON CHEMICALS P O BOX 34320 KY LOUISVILLE $10,727 $1,371 $12,098.70
CUST. TOTAL 10,727 1,371 12,098.70
89309 ZEXEL ILLINOIS INC 625 SOUTHSIDE DRIVE IL DECATUR $1,055 $1,055.00
CUST. TOTAL 1,055 1,055.00
08544 ZINC CORP OF AMERICA 300 FRANKFORT ROAD PA MONACA $10,440 $1,305 $130 $11,875.00
CUST. TOTAL 10,440 1,305 130 11,875.00
50276 ZOECON INDUSTRIES 12200 DENTON DRIVE TX DALLAS $225- $225.00-
CUST. TOTAL 225 225.00-
OVER-365-DAYS..... 330,222 *** O TO Z *** 3,952,851 941,044 276,814 947,050 6,117,761.08
OVER-365-DAYS..... 791,103 O-COMPANY TOTAL... 17,099,585 3,965,587 1,036,250 2,440,927 24,542,350.66
</TABLE>
<PAGE>
SCHEDULE 4.1(k)
ADDRESSES OF SELLERS' OFFICES
1. Chief Executive Office:
102 Pickering Way
Lionville, Pennsylvania 19341
2. Principal Place of Business:
102 Pickering Way
Lionville, Pennsylvania 19341
<PAGE>
SCHEDULE 4.1(1)
LOCK-BOX BANKS
[List names and addresses of all Lock-Box Banks
and account numbers of all Permitted Lock-Box
of the Seller at such Lock-Box Banks]
(1) Chemical Leaman Tank Lines, Inc.:
CoreStates Philadelphia National Bank
Fifth and Market Streets
Philadelphia, PA 19101-7618
Lockbox Account No.: 01743121
(2) Quala Systems, Inc.:
CoreStates Philadelphia National Bank
Fifth and Market Streets
Philadelphia, PA 19101-7618
Lockbox Account No.: 01743113
<PAGE>
SCHEDULE 4.1(p)
OTHER NAMES
(1) Chemical Leaman Tank Lines, Inc.
None
(2) Quala Systems, Inc.
"NuBulk Services, Inc."
<PAGE>
EXHIBIT A-1
BUYER NOTE
<PAGE>
REVOLVING CREDIT NOTE
May 14, 1993
Philadelphia, PA
FOR VALUE RECEIVED, Pickering Way Funding Corp., a Delaware corporation
("Maker"), hereby promises to pay to the order of Chemical Leaman Tank Lines,
Inc., a Delaware corporation ("Payee"), the principal amount equal to the
Purchase Price for all Pool Receivables sold by Payee to Maker after the date
hereof under and pursuant to a Receivables Contribution and Purchase Agreement
dated May 14, 1993 among Maker, Payee and Chemical Leaman Tank Lines, Inc. (the
"Agreement"), as shown by the books and records maintained by Payee.
This Note is a Buyer's Note referred to in, and entitled to the benefits of
and is secured by, the Agreement. Capitalized terms used herein and not defined
shall have the meanings assigned to them in the Pooling and Servicing Agreement.
Payments of principal shall be made as provided in the Agreement. Maker
promises to pay interest on the aggregate unpaid principal amount of this Note
on the dates and at the rates provided in the Agreement.
By acceptance of this Note, Payee (and any other holder hereof) agrees that
its rights to receive payment or prepayment of the unpaid principal amount
hereof is and shall be subordinate and junior in right of payment as provided
herein to the payment of the Investor Interests and all indebtedness and other
obligations of Maker now or hereafter incurred under or pursuant to a Pooling
and Servicing Agreement dated as of May 14, 1993 ("Pooling and Servicing
Agreement") by and between Maker, Fidelity Bank, N.A., as trustee ("Trustee")
and Chemical Leaman Corporation.
In the event that a Termination Event shall occur under the Agreement or
the Pooling and Servicing Agreement, then so long as any of the Investor
Certificates remain unpaid and outstanding under the Pooling and Servicing
Agreement, (i) the Payee shall not be entitled to receive any payment on this
Note of any kind or character if and so long as the Investor Certificate are
outstanding and Maker has any unpaid indebtedness or other obligations under the
Pooling and Servicing Agreement, and (ii) all payments and distributions which,
except for the subordination provisions hereof, would have been paid or
distributable to Payee shall be paid or delivered to and for the benefit of the
Trustee for application under the Pooling and Servicing Agreement to the extent
Maker has any outstanding liability under the Pooling and Servicing Agreement.
<PAGE>
The subordination provisions hereof are solely for the purpose of defining
the relative rights of Payee on the one hand and of the Investor Certificate
holders under the Pooling and Servicing Agreement, on the other hand, and
nothing herein shall impair, as between Maker and Payee, the obligations of
Maker.
This Note shall be governed by and construed in accordance with the laws of
the Commonwealth of Pennsylvania.
Payee and any holder of this Note each agree that it will not institute
against Maker any proceeding under any Debtor Relief Law so long as any Investor
Certificate issued under the Pooling and Servicing Agreement shall be
outstanding or there shall not have elapsed one year plus one day since the last
day on which any such Investor Certificates shall have been outstanding.
In addition to and not in limitation of the foregoing and the provisions of
the Agreement, Maker agrees, subject only to any limitation imposed by
applicable law, to pay all reasonable expenses incurred by the Payee in
endeavoring to collect any amounts payable thereunder which are not paid when
due.
Presentment for payment, demand, protest, dishonor and notice of dishonor
and hereby waived.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Maker has
caused this Note to be executed by its duly authorized officer as of the date
first above written.
PICKERING WAY FUNDING CORP.
By:
------------------------------
Vice President
-2-
<PAGE>
EXHIBIT A-2
BUYER NOTE
<PAGE>
REVOLVING CREDIT NOTE
May 14, 1993
Philadelphia, PA
FOR VALUE RECEIVED, Pickering Way Funding Corp., a Delaware corporation
("Maker"), hereby promises to pay to the order of Quala Systems, Inc., a
Delaware corporation ("Payee"), the principal amount equal to the Purchase Price
for all Pool Receivables sold by Payee to Maker after the date hereof under and
pursuant to a Receivables Contribution and Purchase Agreement dated May 14, 1993
among Maker, Payee and Quala Systems, Inc. (the "Agreement"), as shown by the
books and records maintained by Payee.
This Note is a Buyer's Note referred to in, and entitled to the benefits of
and is secured by, the Agreement. Capitalized terms used herein and not defined
shall have the meanings assigned to them in the Pooling and Servicing Agreement.
Payments of principal shall be made as provided in the Agreement. Maker
promises to pay interest on the aggregate unpaid principal amount of this Note
on the dates and at the rates provided in the Agreement.
By acceptance of this Note, Payee (and any other holder hereof) agrees that
its rights to receive payment or prepayment of the unpaid principal amount
hereof is and shall be subordinate and junior in right of payment as provided
herein to the payment of the Investor Interests and all indebtedness and other
obligations of Maker now or hereafter incurred under or pursuant to a Pooling
and Servicing Agreement dated as of May 14, 1993 ("Pooling and Servicing
Agreement") by and between Maker, Fidelity Bank, N.A., as trustee ("Trustee")
and Chemical Leaman Corporation.
In the event that a Termination Event shall occur under the Agreement or
the Pooling and Servicing Agreement, then so long as any of the Investor
Certificates remain unpaid and outstanding under the Pooling and Servicing
Agreement, (i) the Payee shall not be entitled to receive any payment on this
Note of any kind or character if and so long as the Investor Certificates are
outstanding and Maker has any unpaid indebtedness or other obligations under the
Pooling and Servicing Agreement, and (ii) all payments and distributions which,
except for the subordination provisions hereof, would have been paid or
distributable to Payee shall be paid or delivered to and for the benefit of the
Trustee for application under the Pooling and Servicing Agreement to the extent
Maker has any outstanding liability under the Pooling and Servicing Agreement.
<PAGE>
The subordination provisions hereof are solely for the purpose of defining
the relative rights of Payee on the one hand and of the Investor Certificate
holders under the Pooling and Servicing Agreement, on the other hand, and
nothing herein shall impair, as between Maker and Payee, the obligations of
Maker.
This Note shall be governed by and construed in accordance with the laws of
the Commonwealth of Pennsylvania.
Payee and any holder of this Note each agree that it will not institute
against Maker any proceeding under any Debtor Relief Law so long as any Investor
Certificate issued under the Pooling and Servicing Agreement shall be
outstanding or there shall not have elapsed one year plus one day since the last
day on which any such Investor Certificates shall have been outstanding.
In addition to and not in limitation of the foregoing and the provisions of
the Agreement, Maker agrees, subject only to any limitation imposed by
applicable law, to pay all reasonable expenses incurred by the Payee in
endeavoring to collect any amounts payable thereunder which are not paid when
due.
Presentment for payment, demand, protest, dishonor and notice of dishonor
and hereby waived.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Maker has
caused this Note to be executed by its duly authorized officer as of the date
first above written.
PICKERING WAY FUNDING CORP.
By: /s/ Charles E. Fernald
-------------------------------
Vice President
<PAGE>
EXHIBIT B
[FORM OF LOCK-BOX AGREEMENT]
<PAGE>
LOCKBOX AND AGENCY AGREEMENT
This LOCKBOX AND AGENCY AGREEMENT, dated as of May 14, 1993 ("Agreement")
between CORESTATES PHILADELPHIA NATIONAL BANK, a national banking association
(the "Lockbox Bank"), CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation
("Chemical Leaman"), PICKERING WAY FUNDING CORP., a Delaware corporation
("Pickering Way") and FIDELITY BANK, N.A., a national banking association (the
"Trustee"), shall serve as instructions regarding the operation and procedures
for all lockboxes specifically identified herein and any other lockbox now or
hereafter maintained at the Lockbox Bank for custody of property of Chemical
Leaman or Pickering Way and the bank accounts now or hereinafter maintained at
the Lockbox Bank, for the deposit, credit or custody of property of Chemical
Leaman or Pickering Way.
1. Effectiveness. This Agreement shall take effect on the date hereof.
2. Lockbox and Account Identification. This Agreement applies to Lockbox
No. 8500-5-1445 and any successor Lockbox hereafter created at the Lockbox Bank
for Chemical Leaman or Pickering Way (the "Lockbox") and Lockbox Account No.
01743121 or any successor account hereafter created at the Lockbox Bank for
Chemical Leaman or Pickering Way (the "Lockbox Account").
3. Ownership and Security Interest; Agency. Chemical Leaman and Pickering
Way hereby grant to the Trustee a continuing ownership right in, lien upon, and
security interest in, all funds, items, instruments, investments, securities and
other things of value at any time paid, deposited, credited or held (whether for
collection, provisionally or otherwise), and all other property of Chemical
Leaman and Pickering Way from time to time in the possession or under the
control of the Lockbox Bank and all proceeds of all of the foregoing, from time
to time paid, deposited, credited or held in the Lockbox or the Lockbox Account.
The Trustee hereby appoints the Lockbox Bank as the Trustee's agent: for
the Lockbox and the Lockbox Account, and all of such funds, items, instruments,
investments, securities, and other things of value and other such property, and
proceeds thereof, deposited or credited therein, and the Lockbox Bank by its
execution and delivery of this Agreement hereby accepts such appointment and
agree to be bound by the terms of this Agreement. Chemical Leaman and Pickering
Way hereby agree to such appointment of the Lockbox Bank and further agrees that
the Lockbox Bank, on behalf of the Trustee, shall be entitled to exercise, upon
the instructions of the Trustee, any all rights which the Trustee may have under
the Pooling and Servicing
<PAGE>
Agreement dated May 14, 1993 between Pickering Way, the Trustee and Chemical
Leaman Corporation ("Pooling and Servicing Agreement"), or under applicable law
with respect to the Lockbox and the Lockbox Account. The Lockbox Bank agrees to
take such action as shall from time to time be specified in writing from the
Trustee to enable the Trustee to exercise its rights and remedies with respect
to the lien and security interest described in this Section 3.
4. Control of Lockbox and Lockbox Account. The Lockbox (and any related
post office box) and the Lockbox Account shall be under the sole dominion and
control of the Trustee and shall be maintained by the Lockbox Bank in the name
of "Fidelity Bank, National Association, Lockbox Account." Neither Chemical
Leaman or Pickering Way nor any other person or entity claiming by, through or
under Chemical Leaman or Pickering Way shall have any control over the use of,
or any right to withdraw any amount from, the Lockbox or the Lockbox Account.
5. Lockbox Procedures. The Lockbox Bank shall have exclusive and
unrestricted access to, and shall collect the mail addressed or delivered to,
the Lockbox (even though addressed to Chemical Leaman or Pickering Way) on each
Business Day in accordance with the Lockbox Bank's regular collection schedule.
The Lockbox Bank shall follow the following procedures with respect to items so
collected from the Lockbox and other deposited items:
(a) Open mail addressed or delivered to the Lockbox (even though
addressed to Chemical Leaman or Pickering Way) and endorse all items and
remittances contained therein for automatic daily for deposit in the Lockbox
Account.
(b) In performing its obligations with respect to the Lockbox, the
Lockbox Bank may discover from time to time remittances bearing restrictive
legends. Any such items discovered by the Lockbox Bank shall be returned to
Chemical Leaman Corporation or any successor servicer under the Pooling and
Servicing Agreement ("Servicer") unprocessed for further instructions (or,
following the Lockbox Bank's receipt of any notice from the Trustee of the
occurrence of any Termination Event under the Pooling and Servicing Agreement,
to the Trustee), provided, however, that the Lockbox Bank shall have no
responsibility for its failure to discover any items bearing a restrictive
legend, nor for the Lockbox Bank's failure to determine in any manner the
correctness of any remittance. In addition, the Lockbox Bank reserves the right,
should there be a question as to any particular item sent to the Lockbox, to
forward such item to Servicer for inspection and instructions
-2-
<PAGE>
before processing for deposit (except that after the Lockbox Bank receives any
notice from the Trustee of any Termination Event under the Pooling and Servicing
Agreement, it shall forward such items to the Trustee).
(c) The Lockbox Bank shall mail, via overnight mail or courier, to
Servicer all documents (invoices, etc.) received with the remittances. Following
the Lockbox Bank's receipt of any notice from the Trustee of the occurrence of
any Termination Event under the Pooling and Servicing Agreement, such documents
shall be mailed to the Trustee.
(d) The Lockbox Bank shall promptly after receipt mail to Servicer any
mail that does not appear to represent a remittance.
(e) The Lockbox Bank will adhere to the following procedures concerning
irregular items:
(x) The Lockbox Bank will process those checks that lack a
signature.
(y) The Lockbox Bank will return to Servicer any checks postdated
over three days, except that after the Lockbox Bank receives any
notice from the Trustee of any Termination Event, the Trustee may
require the Lockbox Bank to return such item to it. If a check
carries and has violated the phrase "void after x--number of days",
or is dated over one year past, the check will be returned to
Chemical Leaman.
(z) If the numeric and written amounts of the check should disagree
and the amount cannot be verified from a supporting document, the
check shall be returned to the Servicer.
(f) At the close of each banking day, the Lockbox Bank shall deposit
and transfer to General Account No.__ or any successor account hereafter created
at the Lockbox Bank for the Trustee under the Pooling and Servicing Agreement
("Collection Account") all collected remittances and collections received in the
Lockbox Account without further act or instruction. The Lockbox Bank shall
further use its best efforts to notify both the Trustee and Servicer, not later
than 9:00 a.m. of each banking day of all collections and remittances in the
-3-
<PAGE>
Lockbox Account which were transferred to the Collection Account on the
preceding banking day.
(g) Chemical Leaman agrees to indemnify, pay, save harmless and defend
the Lockbox Bank, and any and all of its officers, directors, agents, servants,
and employees, from any and all lawsuits, whether in law or in equity,
administrative procedures or demand, claims, liabilities, damages, costs,
judgments, verdicts, orders, decrees, costs and expenses, including reasonable
attorneys' fees, which the Lockbox Bank, its officers, directors, agents,
servants, and employees or any of them may suffer, incur or pay arising out of,
or in connection with, any lawsuit, administrative procedure or bearing, claim,
demand, liability, loss, damage, judgment, verdict, order or decree brought by
any person, firm, corporation, partnership, association or any other legal
entity arising out of, or connected with (i) the Lockbox Bank's supply of
Chemical Leaman's endorsement of items and remittances addressed or delivered to
each of the Lockbox, (ii) the Lockbox Bank's transfer of such items or
remittances for collection, and (iii) the honor and payment of the items and
remittances to Chemical Leaman.
6. Lockbox Account Procedures. The Lockbox Bank shall adhere to the
following procedures with respect to items forwarded to it for deposit in or
credit to the Lockbox Account:
(a) Apply and credit to the Lockbox Account all wire transfers directly
to the Lockbox Account and apply and credit for deposit to the Lockbox Account
all checks and other items from time to time tendered for deposit therein.
(b) It is understood and agreed that all such items and remittances
credited to the Lockbox Account shall be subject to the usual terms and
conditions of the Lockbox Bank in regard to deposits.
(c) For items which were accepted for credit to the Lockbox Account and
are later returned unpaid, the Lockbox Bank shall debit the Lockbox Account and
redeposit them through a clearing channel selected by the Lockbox Bank. If
returned unpaid a second time, the Lockbox Account shall be debited and the
items returned to the Servicer.
(d) The Lockbox Bank shall follow the instructions from the Trustee as
to the holding and transfer of all collected amounts from time to time on
deposit in the Lockbox Account.
-4-
<PAGE>
7. Statements; Information. The Lockbox Bank shall prepare monthly
statements of credits and debits to the Lockbox Account in its standard forms
and according to its current practices and mail copies of such statements to
such persons or departments of Servicer as Servicer may designate from time to
time and mail one copy of any such statements prepared to the Trustee. In
addition, the Lockbox Bank shall provide the Trustee with such information with
respect to the Lockbox and the Lockbox Account, respectively, as the Trustee may
from time to time reasonably request, and Chemical Leaman and Pickering Way
hereby consents to such information being provided to the Trustee.
8. Compensation. Chemical Leaman hereby agrees to:
(i) pay to the Lockbox Bank the Lockbox Bank's fees and charges with
respect to the Lockboxes as set forth in the Schedule of Lockbox fees previously
provided to Chemical Leaman and all services performed for Chemical Leaman under
this Agreement. It is understood that the Lockbox Bank may change these charges
without prior notice. It is understood and agreed that Chemical Leaman may be
responsible for payment of these charges and all other expenses related to the
provision of services under this Agreement provided, however, the Trustee may
pay such fees and charges incurred by the Lockbox Bank directly to the Lockbox
Bank and such payments by Trustee on behalf of Chemical Leaman shall be deemed
part of the expenses of the Trustee payable under the Pooling and Servicing
Agreement.
(ii) on and after the date a notice of an Termination Event is
given, provide the Trustee with a monthly statement showing the invoices sent
with respect to the Lockbox and the Lockbox Account, the amount thereof and
whether or not such invoices have been paid as of the date of such statement.
9. Exculpation. The Lockbox Bank undertakes to perform only such duties as
are expressly set forth herein. Notwithstanding any other provision of this
Agreement, it is agreed by the parties hereto that the Lockbox Bank shall not be
liable for any action taken by it or any of its directors, officers, agents or
employees in accordance with this Agreement, including, without limitation, any
action so taken at the request of the Trustee, except for the Lockbox Bank's or
such person's own gross negligence or willful misconduct. In no event shall the
Lockbox Bank be liable for losses or delays resulting from computer malfunction,
interruption of communication facilities, labor difficulties or other causes
beyond the Lockbox Bank's reasonable control or for indirect, special or
consequential damages.
-5-
<PAGE>
10. Irrevocable Agreements. Chemical Leaman acknowledges that the
agreements made by it and the authorizations granted by it herein are
irrevocable and that the authorizations granted herein are powers coupled with
an interest.
11. Setoff.
(a) The Lockbox Bank waives, with respect to all of its existing and
future claims against Chemical Leaman, Pickering Way, the Trustee or any
affiliate thereof, all existing and future rights of setoff and banker's liens
against the Lockbox Account and all items (and proceeds thereof) that come into
its possession in connection with the Lockbox Account, including, without
limitation, any failure or collection of any funds transferred to Chemical
Leaman, Provided however, that the Lockbox Bank shall have the rights to charge
the Lockbox Account, without duplication, (i) for all items deposited therein
which are subsequently returned to the Lockbox Bank unpaid and for any return
charges payable by the Lockbox Bank under applicable law, and (ii) for all past
due compensation and expenses with respect to the Accounts as provided in
Section 8 (ii).
(b) If any available funds transferred from the Lockbox Account
subsequently are not collected by the Lockbox Bank for any reason whatsoever,
the Lockbox Bank shall have recourse for reimbursement of such funds to the
Lockbox Account.
12. Miscellaneous. The Agreement constitutes the entire agreement with
respect to the services provided hereunder and is binding upon the parties
hereto and their respective successors and assigns (including any trustee of
Chemical Leaman appointed or elected on any action under the Bankruptcy Reform
Act of 1978, as amended) and shall inure to their benefit. Neither this
Agreement nor any provision hereof may be changed, amended, modified or waived
orally, but only by an instrument in writing signed by the parties hereto,
provided that such instrument need be signed only by the Lockbox Bank and the
Trustee if it does not change any rights or obligations of, or authorization
granted by, Chemical Leaman hereunder and notice hereof is provided by the
Trustee to Chemical Leaman. Any provision if this Agreement which may prove
unenforceable under any law or regulation shall not affect the validity of any
other provision hereof.
13. Governing Law. This Agreement shall be governed by, and interpreted in
accordance with, the laws of the Commonwealth of Pennsylvania without reference
to its principles of conflicts of law. This Agreement may be executed in any
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<PAGE>
number of counterparts which together shall constitute one and the same
instrument.
14. Termination. This Agreement may be terminated by the Trustee or the
Lockbox Bank upon thirty (30) days' advance written notice to the other parties
hereto. All rights of the Lockbox Bank under Section 8 and 9 for the period
prior to any such termination shall survive such termination. After this
Agreement is terminated, the Lockbox Bank may continue to receive mail through
the Lockbox for some time. Chemical Leaman or, if notice of an Termination Event
has occurred, the Trustee agrees to pay the Lockbox Bank's usual and customary
charges for handling this mail.
15. Notices. All notices, requests or other communications given to
Chemical Leaman, Pickering Way, Servicer, the Trustee or the Lockbox Bank shall
be given in writing (including telex, facsimile transmission or similar writing)
at the address or facsimile number specified below:
Trustee: Fidelity Bank, National Association
The Fidelity Building
123 South Broad Street
Philadelphia, Pennsylvania 19103
Telephone: (215) 985-7202
Facsimile: (215) 985-7290
Lockbox CoreStates Philadelphia National Bank
Bank: P.O. Box 7618
Fifth and Market Streets
Philadelphia, Pennsylvania 19101-7618
Telephone: (215) ___-____
Facsimile: (215) ___-____
Chemical Chemical Leaman Tank Lines, Inc.
Leaman: 102 Pickering Way
Lionville, Pennsylvania 19341
Attention: Charles Fernald
Telephone: (215) 363-4215
Facsimile: (215) 363-4233
Pickering Pickering Way Funding Corp.
Way: 102 Pickering Way
Lionville, Pennsylvania 19341
Attention: Charles Fernald
Telephone: (215) 363-4215
Facsimile: (215) 363-4233
-7-
<PAGE>
LOCKBOX AND AGENCY AGREEMENT
This LOCKBOX AND AGENCY AGREEMENT, dated as of May 14, 1993 ("Agreement")
between CORESTATES PHILADELPHIA NATIONAL BANK, a national banking association
(the "Lockbox Bank"), QUALA SYSTEMS, INC., a Delaware corporation ("Quala")
PICKERING WAY FUNDING CORP., a Delaware corporation ("Pickering Way") and
FIDELITY BANK, N.A., a national banking association (the "Trustee"), shall serve
as instructions regarding the operation and procedures for all lockboxes
specifically identified herein and any other lockbox now or hereafter maintained
at the Lockbox Bank for custody of property of Chemical Leaman or Pickering Way
and the bank accounts now or hereinafter maintained at the Lockbox Bank, for the
deposit, credit or custody of property of Quala or Pickering Way.
1. Effectiveness. This Agreement shall take effect on the date hereof.
2. Lockbox and Account Identification. This Agreement applies to Lockbox
No. 8500-5-5855 and any successor Lockbox hereafter created at the Lockbox Bank
for Quala or Pickering Way (the "Lockbox") and Lockbox Account No. 01743113 or
any successor account hereafter created at the Lockbox Bank for Quala or
Pickering Way (the "Lockbox Account").
3. Ownership and Security Interest; Agency. Quala and Pickering Way hereby
grant to the Trustee a continuing ownership right in, lien upon, and security
interest in, all funds, items, instruments, investments, securities and other
things of value at any time paid, deposited, credited or held (whether for
collection, provisionally or otherwise), and all other property of Quala and
Pickering Way from time to time in the possession or under the control of the
Lockbox Bank and all proceeds of all of the foregoing, from time to time paid,
deposited, credited or held in the Lockbox or the Lockbox Account.
The Trustee hereby appoints the Lockbox Bank as the Trustee's agent for the
Lockbox and the Lockbox Account, and all of such funds, items, instruments,
investments, securities, and other things of value and other such property, and
proceeds thereof, deposited or credited therein, and the Lockbox Bank by its
execution and delivery of this Agreement hereby accepts such appointment and
agree to be bound by the terms of this Agreement. Quala and Pickering Way hereby
agree to such appointment of the Lockbox Bank and further agrees that the
Lockbox Bank, on behalf of the Trustee, shall be entitled to exercise, upon the
instructions of the Trustee, and all rights which the Trustee may have under the
Pooling and Servicing Agreement dated May 14, 1993 between Pickering Way, the
Trustee and Chemical Leaman
<PAGE>
Corporation ("Pooling and Servicing Agreement"), or under applicable law with
respect to the Lockbox and the Lockbox Account. The Lockbox Bank agrees to take
such action as shall from time to time be specified in writing from the Trustee
to enable the Trustee to exercise its rights and remedies with respect to the
lien and security interest described in this Section 3.
4. Control of Lockbox and Lockbox Account. The Lockbox (and any related
post office box) and the Lockbox Account shall be under the sole dominion and
control of the Trustee and shall be maintained by the Lockbox Bank in the name
of "Fidelity Bank, National Association, Lockbox Account:" Neither Quala or
Pickering Way nor any other person or entity claiming by, through or under Quala
or Pickering Way shall have any control over the use of, or any right to
withdraw any amount from, the Lockbox or the Lockbox Account.
5. Lockbox Procedures. The Lockbox Bank shall have exclusive and
unrestricted access to, and shall collect the mail addressed or delivered to,
the Lockbox (even though addressed to Quala or Pickering Way) on each Business
Day in accordance with the Lockbox Bank's regular collection schedule. The
Lockbox Bank shall follow the following procedures with respect to items so
collected from the Lockbox and other deposited items:
(a) Open mail addressed or delivered to the Lockbox (even though
addressed to Quala or Pickering Way) and endorse all items and remittances
contained therein for automatic daily deposit in the Lockbox Account.
(b) In performing its obligations with respect to the Lockbox, the
Lockbox Bank may discover from time to time remittances bearing restrictive
legends. Any such items discovered by the Lockbox Bank shall be returned to
Chemical Leaman Corporation or any successor servicer under the Pooling and
Servicing Agreement ("Servicer") unprocessed for further instructions (or,
following the Lockbox Bank's receipt of any notice from the Trustee of the
occurrence of any Termination Event under the Pooling and Servicing Agreement,
to the Trustee), provided, however, that the Lockbox Bank shall have no
responsibility for its failure to discover any items bearing a restrictive
legend, nor for the Lockbox Bank's failure to determine in any manner the
correctness of any remittance. In addition, the Lockbox Bank reserves the right,
should there be a question as to any particular item sent to the Lockbox, to
forward such item to Servicer for inspection and instructions before processing
for deposit (except that after the Lockbox Bank
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<PAGE>
receives any notice from the Trustee of any Termination Event under the Pooling
and Servicing Agreement, it shall forward such items to the Trustee).
(c) The Lockbox Bank shall mail, via overnight mail or courier, to
Servicer all documents (invoices, etc.) received with the remittances. Following
the Lockbox Bank's receipt of any notice from the Trustee of the occurrence of
any Termination Event under the Pooling and Servicing Agreement, such documents
shall be mailed to the Trustee.
(d) The Lockbox Bank shall promptly mail to Servicer any mail that does
not appear to represent a remittance.
(e) The Lockbox Bank will adhere to the following procedures concerning
irregular items:
(x) The Lockbox Bank will process those checks that lack a
signature.
(y) The Lockbox Bank will return to Servicer any checks postdated
over three days, except that after the Lockbox Bank receives any
notice from the Trustee of any Termination Event, the Trustee may
require the Lockbox Bank to return such item to it. If a check
carries and has violated the phrase "void after x--number of days",
or is dated over one year past, the check will be returned to Quala.
(z) If the numeric and written amounts of the check should disagree
and the amount cannot be verified from a supporting document, the
check shall be returned to the Servicer.
(f) At the close of each banking day, the Lockbox Bank shall deposit and
transfer to General Account No. _____ or any successor account hereafter created
at the Lockbox Bank for the Trustee under the Pooling and Servicing Agreement
("Collection Account") all remittances and collections received in the Lockbox
Account without further act or instruction. The Lockbox Bank shall further use
its best efforts to notify both the Trustee and Servicer, not later than 9:00
a.m. of each banking day of all collections and remittances in the Lockbox
-3-
<PAGE>
Account which were transferred to the Collection Account on the preceding
banking day.
(g) Quala agrees to indemnify, pay, save harmless and defend the Lockbox
Bank, and any and all of its officers, directors, agents, servants, and
employees, from any and all lawsuits, whether in law or in equity,
administrative procedures or demand, claims, liabilities, damages, costs,
judgments, verdicts, orders, decrees, costs and expenses, including reasonable
attorneys' fees, which the Lockbox Bank, its officers, directors, agents,
servants, and employees or any of them may suffer, incur or pay arising out of,
or in connection with, any lawsuit, administrative procedure or bearing, claim,
demand, liability, loss, damage, judgment, verdict, order or decree brought by
any person, firm, corporation, partnership, association or any other legal
entity arising out of, or connected with (i) the Lockbox Bank's supply of
Quala's endorsement of items and collected remittances addressed or delivered to
each of the Lockbox, (ii) the Lockbox Bank's transfer of such items or
remittances for collection, and (iii) the honor and payment of the items and
remittances to Quala.
6. Lockbox Account Procedures. The Lockbox Bank shall adhere to the
following procedures with respect to items forwarded to it for deposit in or
credit to the Lockbox Account:
(a) Apply and credit to the Lockbox Account all wire transfers directly
to the Lockbox Account and apply and credit for deposit to the Lockbox Account
all checks and other items from time to time tendered for deposit therein.
(b) It is understood and agreed that all such items and remittances
credited to the Lockbox Account shall be subject to the usual terms and
conditions of the Lockbox Bank in regard to deposits.
(c) For items which were accepted for credit to the Lockbox Account and
are later returned unpaid, the Lockbox Bank shall debit the Lockbox Account and
redeposit them through a clearing channel selected by the Lockbox Bank. If
returned unpaid a second time, the Lockbox Account shall be debited and the
items returned to the Servicer.
(d) The Lockbox Bank shall follow the instructions from the Trustee as
to the holding and transfer of all collected amounts from time to time on
deposit in the Lockbox Account.
-4-
<PAGE>
7. Statements; Information. The Lockbox Bank shall prepare monthly
statements of credits and debits to the Lockbox Account in its standard forms
and according to its current practices and mail copies of such statements to
such persons or departments of Servicer as Servicer may designate from time to
time and mail one copy of any such statements prepared to the Trustee. In
addition, the Lockbox Bank shall provide the Trustee with such information with
respect to the Lockbox and the Lockbox Account, respectively, as the Trustee may
from time to time reasonably request, and Quala and Pickering Way hereby
consents to such information being provided to the Trustee.
8. Compensations. Quala hereby agrees to:
(i) pay to the Lockbox Bank the Lockbox Bank's fees and charges with
respect to the Lockboxes as set forth in the Schedule of Lockbox fees previously
provided to Quala and all services performed for Quala under this Agreement. It
is understood that the Lockbox Bank may change these charges without prior
notice. It is understood and agreed that Quala may be responsible for payment of
these charges and all other expenses related to the provision of services under
this Agreement provided, however, the Trustee may pay such fees and charges
incurred by the Lockbox Bank directly to the Lockbox Bank and such payments by
Trustee on behalf of Quala shall be deemed part of the expenses of the Trustee
payable under the Pooling and Servicing Agreement.
(ii) on and after the date a notice of an Termination Event is
given, provide the Trustee with a monthly statement showing the invoices sent
with respect to the Lockbox and the Lockbox Account, the amount thereof and
whether or not such invoices have been paid as of the date of such statement.
9. Exculpation. The Lockbox Bank undertakes to perform only such duties as
are expressly set forth herein. Notwithstanding any other provision of this
Agreement, it is agreed by the parties hereto that the Lockbox Bank shall not be
liable for any action taken by it or any of its directors, officers, agents or
employees in accordance with this Agreement, including, without limitation, any
action so taken at the request of the Trustee, except for the Lockbox Bank's or
such person's own gross negligence or willful misconduct. In no event shall the
Lockbox Bank be liable for losses or delays resulting from computer malfunction,
interruption of communication facilities, labor difficulties or other causes
beyond the Lockbox Bank's reasonable control or for indirect, special or
consequential damages.
-5-
<PAGE>
10. Irrevocable Agreements. Quala acknowledges that the agreements made by
it and the authorizations granted by it herein are irrevocable and that the
authorizations granted herein are powers coupled with an interest.
11. Setoff.
(a) The Lockbox Bank waives, with respect to all of its existing and
future claims against Quala, Pickering Way, the Trustee or any affiliate
thereof, all existing and future rights of setoff and banker's liens against the
Lockbox Account and all items (and proceeds thereof) that come into its
possession in connection with the Account, including, without limitation, any
failure or collection of any funds transferred to Quala, provided, however, that
the Lockbox Bank shall have the rights to charge the Lockbox Account, without
duplication, (i) for all items deposited therein which are subsequently returned
to the Lockbox Bank unpaid and for any return charges payable by the Lockbox
Bank under applicable law, and (ii) for all past due compensation and expenses
with respect to the Accounts as provided in Section 8(ii).
(b) If any available funds transferred from the Lockbox Account
subsequently are not collected by the Lockbox Bank for any reason whatsoever,
the Lockbox Bank shall have recourse for reimbursement of such funds to the
Lockbox Account.
12. Miscellaneous. The Agreement constitutes the entire agreement with
respect to the services provided hereunder and is binding upon the parties
hereto and their respective successors and assigns (including any trustee of
Quala appointed or elected on any action under the Bankruptcy Reform Act of
1978, as amended) and shall inure to their benefit. Neither this Agreement nor
any provision hereof may be changed, amended, modified or waived orally, but
only by an instrument in writing signed by the parties hereto, provided that
such instrument need be signed only by the Lockbox Bank and the Trustee if it
does not change any rights or obligations of, or authorization granted by, Quala
hereunder and notice hereof is provided by the Trustee to Quala. Any provision
if this Agreement which may prove unenforceable under any law or regulation
shall not affect the validity of any other provision hereof.
13. Governing Law. This Agreement shall be governed by, and interpreted in
accordance with, the laws of the Commonwealth of Pennsylvania without reference
to its principles of conflicts of law. This Agreement may be executed in any
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<PAGE>
number of counterparts which together shall constitute one and the same
instrument.
14. Termination. This Agreement may be terminated by the Trustee or the
Lockbox Bank upon thirty (30) days' advance written notice to the other parties
hereto. All rights of the Lockbox Bank under Section 8 and 9 for the period
prior to any such termination shall survive such termination. After this
Agreement is terminated, the Lockbox Bank may continue to receive mail through
the Lockbox for some time: Quala or, if notice of an Termination Event has
occurred, the Trustee agrees to pay the Lockbox Bank's usual and customary
charges for handling this mail.
15. Notices. All notices, requests or other communications given to Quala,
Pickering Way, Servicer, the Trustee or the Lockbox Bank shall be given in
writing (including telex, facsimile transmission or similar writing) at the
address or facsimile number specified below:
Trustee: Fidelity Bank, National Association
The Fidelity Building
123 South Broad Street
Philadelphia, Pennsylvania 19103
Telephone: (215) 985-7202
Facsimile: (215) 985-7290
Lockbox CoreStates Philadelphia National Bank
Bank: P.O. Box 7618
Fifth and Market Streets
Philadelphia, Pennsylvania 19101-7618
Telephone: (215) ___-____
Facsimile: (215) ___-____
Quala: Quala Systems, Inc.
102 Pickering Way
Lionville, Pennsylvania 19341
Attention: Charles Fernald
Telephone: (215) 363-4215
Facsimile: (215) 363-4233
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<PAGE>
Pickering Pickering Way Funding Corp.
Way: 102 Pickering Way
Lionville, Pennsylvania 19341
Attention: Charles Fernald
Telephone: (215) 363-4215
Facsimile: (215) 363-4233
Servicer: Chemical Leaman Corporation
102 Pickering Way
Lionville, Pennsylvania 19341
Attention: Charles Fernald
Telephone: (215) 363-4215
Facsimile: (215) 363-4233
Any party may change its address or facsimile number for notices hereunder by
notice to each other party hereunder. Each notice, request or other
communication shall be effective (a) if given by facsimile, when such facsimile
is transmitted to the facsimile number specified in this Section and
confirmation of receipt is received by the appropriate party, (b) if given by
mail, five (5) days after such communication is deposited in the mails with
registered first class postage prepaid, addressed as aforesaid or (c) if given
by any other means, when delivered at the address specified in this section.
CORESTATES PHILADELPHIA NATIONAL BANK
By:
--------------------------------
(Assistant) Vice President
FIDELITY BANK, NATIONAL ASSOCIATION,
as Trustee
By:
--------------------------------
(Vice) President
QUALA SYSTEMS, INC.
By:
--------------------------------
(Vice) President
PICKERING WAY FUNDING CORP.
By:
--------------------------------
(Vice) President
-8-
<PAGE>
EXHIBIT C
[FORM OF SERVICER DAILY REPORT]
<PAGE>
SERVICER DAILY REPORT
CHEMICAL LEAMAN CORPORATION
SERVICER DAILY REPORT
FOR ________________ , 199 _
___________________________________
(1) Total Eligible Receivables from Daily
Servicers Report dated ______________,
199__. $______________
(2) Amount of New Pool Receivables since
Daily Servicers Report dated
______________, 199_ $______________
(3) Amount of Cash Collections since Daily
Servicers Report dated ____________, 199_ $______________
(4) Required Minimum Seller Amount * $______________
(5) Discount Reserve Requirement $______________
(6) Reserve Account Required Balance $( $1,000,000)
(7) Total Eligible Receivables [(1)+(2)-(3)] $(_____________)
(8) Unallocated Principal Sub-Account Required
Balance [(4)+(5)+(6)+(7)] $______________
(9) Account Minimums
(a) Reserve Account =
(i) Reserve Account Requirement $ 1,000,000
(ii) Current Balance $______________
(iii) Excess (Deficiency) $
==============
(b) Unallocated Principal Account =
(i) Required Balance (from (8) above) $______________
(ii) Current Balance $______________
(iii) Excess (Deficiency) $______________
(c) Interest Account $______________
- ----------
*From last Servicer Monthly Report or, if none, the Initial
Servicer Report
<PAGE>
(10) Outstanding Fees:
Trustee - $______________
Servicer - $______________
Other - $______________ $
Total ==============
(11) Allocations/Distributions:
(a) Available Cash in Collection Account $_____________
(b) Payment of Fees and Expenses $_____________
(c) Transfer to Interest Sub-Account $_____________
(d) Transfer to (from) Reserve Account $_____________
(e) Transfer to Unallocated Principal
Sub-Account [see (b) (iii)] $_____________
(f) Servicer Fees
(g) Transfer to Seller Sub-Account $
[(a)-(b)+(c)+(d)+(e)+(f)] =============
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<PAGE>
SERVICER DAILY REPORT
CHEMICAL LEAMAN CORPORATION
SERVICER DAILY REPORT
FOR ________________ , 199 _
_______________________________________
(1) Total Eligible Receivables from Daily
Servicers Report dated ______________,
199__. $_____________
(2) Amount of New Pool Receivables since
Daily Servicers Report dated
______________, 199_ $_____________
(3) Amount of Cash Collections since Daily
Servicers Report dated ____________, 199_ $_____________
(4) Required Minimum Seller Amount * $_____________
(5) Discount Reserve Requirement $_____________
(6) Reserve Account Required Balance $( $1,000,000)
(7) Total Eligible Receivables [(1)+(2)-(3)] $_____________
(8) Unallocated Principal Sub-Account Required
Balance [(4)+(5)+(6)+(7)] $_____________
(9) Account Minimums
(a) Reserve Account =
(i) Reserve Account Requirement $ 1,000,000
(ii) Current Balance $_____________
(iii) Excess (Deficiency) $
=============
(b) Unallocated Principal Account =
(i) Required Balance (from (8) above) $_____________
(ii) Current Balance $_____________
(iii) Excess (Deficiency) $_____________
(c) Interest Account $_____________
- ----------
*From last Servicer Monthly Report or, if none, the Initial
Servicer Report
<PAGE>
(10) Outstanding Fees:
Trustee - $______________
Servicer - $______________
Other - $______________ $
Total =============
(11) Allocations/Distributions:
(a) Available Cash in Collection Account $_____________
(b) Payment of Fees and Expenses $_____________
(c) Transfer to Interest Sub-Account $_____________
(d) Transfer to (from) Reserve Account $_____________
(e) Transfer to Unallocated Principal
Sub-Account [see (b) (iii)] $_____________
(f) Servicer Fees
(g) Transfer to Seller Sub-Account $
[(a)-(b)+(c)+(d)+(e)+(f)] =============
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<PAGE>
EXHIBIT D
FORM OF SERVICER MONTHLY REPORT
<PAGE>
SERVICER MONTHLY REPORT
CHEMICAL LEAMAN CORPORATION
SERVICER MONTHLY CERTIFICATE
For the Accounting Period ending _________, 199_
----------------------------------------------------
(I) Pool Receivables Balance
(1) Aggregate principal amount of Pool
Receivables at end of Accounting Period $
(2) Cash Collections of Pool Receivables
during Accounting Period
($ )
(3) New Pool Receivables created
during Accounting Period $
(4) Net Pool Receivables Balance at end of
Accounting Period [sum of (1) through (3)] $
=============
(II) Aging Analysis of Pool Receivables As of end of
Accounting Period:
From Chemical
Invoice Leaman Tank
Date Lines, Inc. Quala Systems. Inc. Total
---- ----------- ------------------- -----
0-30
31-60
61-90
91-120
151-180
181-210
Over 210 $ $ $
----------- ----------- -----------
$ $
=========== ===========
<PAGE>
(III) Eligible Receivables Analysis
(1) Pool Receivables Balance (from I(6) above) $
(2) Concentration Analysis
(a) Obligors having a rating of "AA/Duff+" or equivalent:
(i) - %
(b) Obligors having a rating of "A/Duff-1" or equivalent:
(i) - %
(ii) - %
(c) Obligors having a rating of investment grade:
(i) - %
(ii) - %
(iii) - %
(iv) - %
(d) Obligors exceeding maximum permitted percentage:
Name Excess
---- ------
$
(3) Ineligible Receivables as of end of Accounting Period:
Over 180 Days Past Due $
(210 from invoice date)
Asserted Set-Off $ 0
Excess Concentration Accounts
(From III(2) above) $ 0
Non-U.S. Government Obligors $ 0
U.S. Government Receivables in
Excess of $350,000 $ 0
Non-U.S. Resident Obligor $
Other (________________) $
Total Ineligible Receivables $
=============
(4) Total Eligible Receivables [(1)-(3)] $
=============
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<PAGE>
(5) The Receivables existing on at end
Accounting Period have the respective
aging as set forth in the Exhibit A attached
hereto as of the last day of the Accounting
Period.
(IV) Required Minimum Seller Amount
(A) Required Minimum Seller Percentage:
(1) Minimum 20%
=============
(2) Charge-Off Ratio Minimum
(i) Total Charge-Offs in Accounting
Period $
(ii) Average Outstanding Balance of
Pool Receivable $
(iii) Charge-Off Ratio [(i) divided by (ii)]
(iv) Maximum Permitted Charge-Off
Ratio %
(v) Excess Charge-Off Ratio
[(iii) - (iv)] 0%
(vi) Product of (v) times 1.22 0%
=============
(3) Billing Adjustment Percentage Minimum:
(i) Total Billing Adjustments for
last 3 Accounting Periods
ending April 4, 1993 $
(ii) Total new Pool Receivables for
last 3 Accounting Periods ending
April 4, 1993 $
(iii) Billing Adjustment Percentage
[(i) divided by (ii)]
(iv) Maximum permitted Billing
Adjustment Percentage %
(v) Excess Billing Adjustment
Percentage [(iii)-(iv)] 0%
(vi) Product of (v) times 1.22 0%
=============
(4) Required Initial Minimum Seller
Percentage for Accounting Period
[sum of (i)+(ii)+(iii)]
=============
-3-
<PAGE>
(B) Discount Reserve
(1) Excess of Accrued and unpaid interest
on Investor Certificates over the
amount on deposit in Interest
Sub-Account $
(2) $23,000,000 x [(V(I) (ii)) divided by 4] $
(3) Discount Reserve Requirement [(1)+(2)] $
=============
(C) Unallocated Principal
Sub-Account Required Balance
(1) Principal Amount of Investor
Certificate $ 23,000,000
(2) Required Minimum Seller Percentage
[see IV(A)(4)]
(3) Minimum Seller Amount [(1) divided by (1-(2))] $
(4) Discount Reserve Requirements $
[IV(B)]
(5) Reserve Account Required Balance ($ 1,000,000)
(6) Eligible Receivables [see III(4)] ($ )
(7) Unallocated Principal Sub-account $
Requireed Balance [(3)+(4)+(5)+(6)] =============
V Financial Ratios
(A) Charge-Off Ratio -
(i) Total Pool Receivables Charge-Off
During last 3 Accounting Periods
ending __________, 199_ $
(ii) Average Daily principal balance
of Pool Receivables during
3 Accounting Periods ending
______________, 199_ $
(iii) Maximum Charge-Off Ratio 8%
(iv) Actual Charge-Off Ratio for last
3 Acccounting Periods
April 4, 1993 [(i) divided by (ii)] %
-4-
<PAGE>
(B) Collection Percentage -
(i) Total Collections for last 3
Accounting Periods ending
__________, 199_ $
(ii) Average daily balance of Pool
Receivables for last 3 Accounting
Periods ending __________, 199_ $
(iii) Minimum Collection Percentage 70%
(iv) Actual Closing Percentage
[(i)-(ii)] %
(C) Delinquency Percentage -
(i) Average principal balance of
Eligible Receivables past due
for at least 91 days at end of
each of the last 3 Accounting
Periods ending __________, 199_ $
(ii) Average aggregate principal
balance of Eligible Receivables
at the end of each of the last
3 Accounting Periods ending
___________, 199_ $
(iii) Maximum Delinquency Percentage 15%
(iv) Actual Delinquency Percentage %
(D) Billing Adjustment Percentage -
(i) Aggregate Billing Adjustments
in the last 3 Accounting Periods
ending ________, 199_ $
(ii) Aggregate of all Pool Receivables
created in the last 3 Accounting
Periods ending ___________, 199_ $
(iii) Maximum Billing Adjustment
Percentage 1.25%
(iv) Actual Billing Adjustment
Percentage [(i) divided by (ii)] %
(E) Fixed Charge Ratio -
(i) Operating Income, exclusive of
extraordinary item, interest,
depreciation and amortization,
for Accounting Period ending
___________, 199_
(ii) interest Expense for Accounting
Period ending ___________, 199_
(iii) Minimum Fixed Charge Ratio 2.75%
(iv) Actual Fixed Charge Ratio %
-5-
<PAGE>
(F) Consolidated Shareholders Equity -
(i) Minimum Consolidated Shareholders
Equity $ 21,000,000
(ii) Actual Consolidated Shareholders
Equity on ______________, 199_ $
(G) Average Maturity of Pool Receivables
on end of Accounting Period - 41 Days
(H) Balance in Reserve Account - $ 1,000,000
(I) Interest due of Investor Certificates for
the current Interest Period (_________, 199_ to
_______, 199_) -
(i) Principal Balance of Investor
Certificate $ 23,000,000
(ii) Certificate Rate for initial
Interest Period %
All defined terms used herein shall have the meanings given them in the
Pooling and Servicing Agreement dated May 14, 1993 between Pickering Way Funding
Corp., Chemical Leaman Corporation and Fidelity Bank, National Association, as
Trustee ("Pooling Agreement").
CHEMICAL LEAMAN CORPORATION
Date: , 199 By:
------- - ----------------------------------
Vice President
-6-
<PAGE>
EXHIBIT E
CREDIT AND COLLECTION POLICY
<PAGE>
CHEMICAL LEAMAN TANK LINES, INC.
CREDIT POLICY
I. Mission Statement
The Chemical Leaman Tank Lines Credit Department shall function in concert
with the overall Company strategy and goals. Our primary objective is to provide
our organization with a competitive advantage to enable the Company to maximize
its return on investment.
The Credit Department will be instrumental in building a customer base that
is broad, durable and viable. We will cultivate a positive and constructive
relationship with our customers. Customer contacts will be diplomatic and
friendly, conduced to promote a wholesome respect for the Company and its
business practices.
We will also partnership with the field and sales organizations in order to
effectively carry out our mission. Credit, Sales and Operations are mutually
responsible for accounts receivable collection. Sales and Operations' advice and
assistance are encouraged and imperative for success.
In conclusion, the Credit Department shall endeavor to maximize return on
the investment in receivables while achieving the lowest possible days' sales
outstanding and limiting bad debt losses.
II. Credit Approval
The Credit Department shall define and implement a suitable credit basis on
which to deal with every customer. Standards by which credit risks are accepted
or rejected shall be flexible enough to maximize profitable sales by the
Company. Marginal credit risks will be dealt with on an individual basis that
will depend on the merits of each case. No customer shall be denied the right to
purchase our services until every means of selling to that customer on a safe
and sound basis has been exhausted.
It is the responsibility of the Credit Department to approve Credit. Credit
approval must be obtained on all new accounts prior to signing a contract. John
Heydt will be communicating with you shortly regarding the process to ensure
that no load is handled without first verifying credit approval.
<PAGE>
Credit decisions are based on information developed through credit
investigation. Every effort must be made to obtain as much accurate information
as possible in order to develop a credit profile on new and existing accounts.
A credit application must be completed by every new prospective customer
(see Exhibit I. The application must include three trade references (at least
two bulk carriers are preferred) and a bank reference. in addition, a Dun &
Bradstreet credit report will be reviewed.
ln addition to the trade references and credit report, other references may
be obtained from other members of the tank truck industry credit group.
A credit limit will be assigned once the credit references and credit
report have been analyzed. The terminal location and/or the Sales Department
will be notified of the credit approval or denial. No contract can be entered
into, or load hauled, without first obtaining credit approval on the party
paying the freight. Any potential customer in business less than one year will
be initially assigned a maximum credit limit of $3,000.
Should sales or field personnel disagree with the dicision not to grant
credit to a prospective customer, the Controller and V.P. Sales will serve as a
sounding board.
III. Collection Procedure
The facilitation of accounts receivable collection is the responsibility of
the Credit Department.
Collection activities include customer letters regarding past due balances,
past due statements (automatically sent every six weeks), phone solicitations,
personal visits, and joint credit and sales actions. Collection efforts begin
with telephone contact. Collection calls are initiated when an invoice falls
thirty (30) days past due. Past due balances are monitored through weekly aged
trial balance reports sorted by credit representatives.
Customer objections to payment can be classified into six categories:
1) Billing errors
2) Contract interpretation differences
3) Freight payment service rejections
4) Individual billing disputes
5) Lack of customer attention
6) Customer cash flows.
The Credit Department has structured the attached ACTION MATRIX in an
attempt to provide and resolve customer objections to payment. The matrix is
designed to keep past due receivables at a minimum. The matrix assigns a
-2-
<PAGE>
direction to take for each of the six main objections for payment. Most
importantly, each step is assigned a time limit to get the problem resolved or
it is moved to a higher level of authority to review and administer. The
Company's top level executives will get involved in resolving these issues if
they cannot be suitably handled at the previous levels.
IV. Assigned To Caution Account Status
When an account cannot be resolved through normal credit/collection
procedures, the Credit Supervisor will review the account for caution status.
Before a final decision is made, either the credit representative or Credit
Supervisor will discuss this course of action with the sales person and/or field
representative for consensus. If agreed, customers will be advised of status and
a notice will be sent through system to all terminals that the account has been
put on caution. If an account exceeds their credit limit, the system will
automatically put the account on caution and will not be removed until reviewed
by Credit Supervisor. To determine if an account is on caution, check the /CLOCF
screen to see if a customer number is assigned. If flashing "caution," then
please contact the Credit Department for direction.
V. Write-Off and Adjustment Policy
Everyone in the collection process must focus on collecting the full
amount billed and eliminating revenue adjustments and bad debt write-offs.
However, revenue adjustments must be made when appropriate, based upon the
following levels of authority. Levels of authority have been developed to place
the responsibility for revenue adjustments at the profit center. We are in the
process of generating an aged recievable listing by terminal that billed the
revenue for all balances 90 days or greater past due. Field representatives
should work in concert with sales and collection to ensure that a unified face
is presented to the customer. The following schedule applies for adjustments to
correctly billed legitimate charges disputed by a customer.
o Invoices greater than six - Controller-discretionary
months past due authority for revenue
under $100. adjustment.
o Up to $100 per account - Terminal Manager of terminal
receiving revenue.
o $101 to $500 - Division Director of Sales.
o $501 to $5,000 - Division Vice President.
-3-
<PAGE>
o Over $5,000 - Pricing Committee (members
include the President, Vice
President of Sales, Controller and
Cost Analysis Manager).
Any combination of adjustments, which in total exceed an authority level,
will be considered as a single adjustment and must be submitted to the
appropriate higher level for authorization.
Bad debt accounts should be written off after all collection efforts have
been exhausted. The Credit Supervisor will make this determination after a
thorough analysis. The Credit Supervisor will have authority to write off an
account up to $5,000. Those over $5,000 must be authorized by the Controller.
The Credit Supervisor will also have the authority to place accounts with a
collection agency or an attorney after all internal efforts have been exhausted.
<PAGE>
CREDIT DEPARTMENT ACTION
<TABLE>
<CAPTION>
PROBLEM STEP 1 STEP 2(15-30 DAYS) STEP 3 (31-45 DAYS) STEP 4 (60 DAYS)
- ------- ------ ------------------ ------------------- ----------------
<S> <C> <C> <C> <C>
CLTL Billing Errors Contact the Term. Mgr. If no results, contact Reg. If no results, contact If no results, advise
and/or Billing Gen. Mgr. and Billing Divisional Vice President Controller.
Supervisor for resolution. Supervisor.
Advise: Advise: Advise:
Reg. Gen. Mgr. DVP President
Natl. Acct. Drtr. Div. Drtr. Sales or V.P.-Sales
Natl. Acct. Drtr.
Difference in Contact the parties If no results, contact Reg. If no results, contact If no results,
contract responsible. Gen. Mgr. and/or Div. Divisional Vice President. contact Vice
interpretation. Drtr. of Sales or Natl. President-Sales.
Advise: Acct. Drtr. Advise:
Billing Supervisor Advise: V.P.-Sales Advise:
Div. Drtr. of Sales DVP President
Natl. Acct. Drtr. Controller
Freight payment Contact Term. Mgr. If no results, contact Reg. If no results, contact If no results,
service rejections. and/or Billing Gen. Mgr. and Div. Drtr. Divisional Vice President. contact V.P.
Supervisor of Sales or Natl. Acct. -Sales.
Drtr.
Advise: Advise: Advise:
Natl. Acct. Drtr. DVP President
Controller
Individual billing Contact Term. Mgr. If no results, contact Reg. If no results, contact If no results,
disputes. Div. Sales Mgr. Gen. Mgr., Div. Drtr. Divisional Vice President. contact V.P.
of Sales -Sales, Pricing
Advise: Committee for
Billing Supervisor Advise: adjustment.
Reg. Gen. Mgr. DVP Advise:
Natl. Acct. Drtr. President
Controller
Customer lack of Credit contnues action, Credit advises Div.Drtr. If no results, contact If no results,
attention. but advises Term. Mgr. of Sales, Natl. Acct. Drtr. Divisional Vice President. contact V.P.
and Div. Sales Mgr. Advise: Possible credit -Sales.
DVP restriction Advise:
President
Controller
Customer cash flow Credit continues action Credit continues work- If no results, credit hold. If no results, advise
problems. but advises Term. Mgr. out attempts. Controller. Possible
and Div. Sales Mgr. Advise: Advise: bad debt write-off,
DVP DVP collection agency
Div. Drtr. of Sales V.P.-Sales and/or legal action.
</TABLE>
<PAGE>
Controller
|
Credit Department
|
Supervisor, Credit
Lorena Kilroy
|
General Clerk A -|- General Clerk B (PT)
Lynne Hamm | Nancy Kerstetter
|
Credit Representative -|- Credit Representative
Andrew Harden | Crystal Jilek
|
Credit Representative -|- Credit Representative
Karen Kirylyck | Dawn Lockard
|
Credit Representative -|- Credit Representative
Einar Markussen | Dorothy Pettit
<PAGE>
CHEMICAL LEAMAN TANK LINES, INC.
CREDIT DEPARTMENT
PROFESSIONAL STAFF
Credit Supervisor, Lorena Kilroy:
o 5 years with Chemical Leaman Tank Lines, Inc.
o 7 years professional credit experience.
Credit Representatives:
Dawn Lockard:
o 4 years Chemical Leaman Tank Lines, Inc. credit experience.
Dorothy Pettit:
o 7 years Chemical Leaman Tank Lines, Inc. credit experience.
Andrew Harden:
o 20 years accounting experience with Chemical Leaman Tank Lines, Inc.
o 2 years Chemical Leaman Tank Lines, Inc. credit experience.
Crystal Jilek:
o 6 years Chemical Leaman Tank Lines, Inc. customer service experience.
o 1 year Chemical Leaman Tank Lines, Inc. credit experience.
Einar Markussen:
o 4 years professional credit experience.
o 5 months with Chemical Leaman Tank Lines, Inc. credit.
Karen Kirylyck:
o 4 years professional collection experience.
o 3 months with Chemical Leaman Tank Lines, Inc. credit.
<PAGE>
EXHIBITS
1. Chemical Leaman Tank Lines, Inc. Credit Application.
2. Credit Reference Worksheet.
3. Aged Trial Balance Report (one page).
4. Lock Box Notification Receipt.
<PAGE>
TRADE REFERENCE WORKSHEET
<TABLE>
COMPANY:________________________________ DATE:_________________________
<CAPTION>
HOW LONG PRESENT PAYMENT LAST
TRADE CO. DATE CALLED S/W DOING BUS. HIGH CREDIT BALANCE TERMS HISTORY SALE DATE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1.
- --------------------------------------------------------------------------------------------------------
2.
- --------------------------------------------------------------------------------------------------------
3.
- --------------------------------------------------------------------------------------------------------
4.
- --------------------------------------------------------------------------------------------------------
5.
- --------------------------------------------------------------------------------------------------------
6.
- --------------------------------------------------------------------------------------------------------
APPROVED BY:______________________ DATE:_____________________ CREDIT AMOUNT: $_______________
DECLINED BY:______________________ CONTACTED CUSTOMER: YES__ NO__ DATE:________________
SPOKE WITH:____________________
COMMENTS:
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
</TABLE>
EXHIBIT 2
<PAGE>
<TABLE>
<CAPTION>
[illegible] FNR 3/21/83 C.L. CORP A G E D A C C O U N T S R E C E I V A B L E ENDING DATE 2/20/93 PAGE# 15
S.C. CUST# C U S T O M E R A D D R E S S ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
02691 MALCO CHEMICAL COMPANY RE 19 S ROSE ROAD [illegible] $322 $130 $452
$5.386- CUST. TOTAL..... 45,047 7,421 4,258 3,550- 53,176.57
00732 NATIONAL STARCH & CHEM C P O BOX 6500 NJ BRIDGEWATER $195 $195.48
CUST. TOTAL..... 195 195.48
[illegible] OLD BRIDGE CHEMICAL P O BOX 194 [illegible] $10,136 $10,136.53
$10,136 CUST. TOTAL..... 10,136 10,136.53
59390 OLIN CORPORATION 120 LONG RIDGE RD CT STANFORD $77,483 $4,161 9,465 $438 $91,549.21
[illegible] OLIN CORPORATION 120 LONG RIDGE RD CT STANFORD $13,835 $4,545 $83 $312 $17,775.90
88539 OLIN CORPORATION DO NOT MAIL CT STANFORD $4,883 $2,781 $7,664.50
[illegible] OLIN CORPORATION P O BOX 647 [illegible] [illegible] [illegible] $11,639.00
59360 OLIN CORPORATION P O BOX 2896 LA LAKE CHARLES $325 $40- $285.00
[illegible] OLIN CORPORATION P O BOX [illegible][illegible] [illegible] [illegible] [illegible] [illegible]
59410 OLIN CORPORATION 100 MCKEE ROAD NY ROCHESTER $5,009 $5,009.70
59470 OLIN CORPORATION [illegible] [illegible] $3,272 $3,272.00
$629- CUST. TOTAL.... 118,542 9,567 9,548 $2,611 140,259.39
59910 OWENS CORNING FIBERGLAS 2552 INDUSTRIAL
DRIVE IN VALPARAISO $12,969 $12,969.24
CUST. TOTAL.... 12,969 12,969.24
65176 OXY PETROCHEMICAL [illegible] [illegible] $409 409.54
CUST. TOTAL.... 409 409.54
02173 P P & S CHEMICAL COMPANY 250 CNTRL FLORIDA
PKWY FL ORLANDO $2,387 $2,359 $4,747.10
CUST. TOTAL.... 2,387 2,359 4,747.10
[illegible] P P G INDUSTRIES INC [illegible] [illegible] $166 $82 $247.80
64580 P P G INDUSTRIES INC 1377 OAKLEIGH DR GA E POINT $55 $55.00
[illegible] P P G INDUSTRIES INC [illegible] [illegible] $1,752 [illegible] [illegible] [illegible]
78033 P P G INDUSTRIES INC 1330 PIEDMONT MI TROY $937 $937.40
[illegible] P P G INDUSTRIES INC [illegible] [illegible] $651 $651.80
64660 P P G INDUSTRIES INC RT 4 WASHBURN
SWITCH ROA NC SHELBY $55 $55.00
[illegible] P P G INDUSTRIES INC [illegible] [illegible] [illegible] [illegible] [illegible] [illegible]
08224 P P G INDUSTRIES INC 3800 WEST 143RD
STREET OH CLEVELAND $778 $778 $560 $2,117.36
[illegible] P P G INDUSTRIES INC [illegible] [illegible] [illegible] [illegible] [illegible] [illegible]
83191 P P G INDUSTRIES INC % COMMERCIAL
TRAFFIC CO OH CLEVELAND $282 $101- $181.23
[illegible] P P G INDUSTRIES INC [illegible] [illegible] [illegible] [illegible] [illegible] [illegible]
28435 P P G INDUSTRIES INC 1 P P G PLACE PA PITTSBURGH $3,236 $3,236.00
[illegible] P P G INDUSTRIES INC CHEMICALS GROUP PA PITTSBURGH $27,958 [illegible] [illegible] [illegible] $40,729.12
64740 P P G INDUSTRIES INC 125 COLFAX/
C & R ACCTG PA SPRINGDALE $1,293 $1,293.99
[illegible] P P G INDUSTRIES INC [illegible] [illegible] [illegible] [illegible] [illegible] [illegible]
51984 P P G INDUSTRIES INC SANTEX DIVISION WI APPLETON $25- $25.00-
[illegible] P P G INDUSTRIES INC [illegible] [illegible] [illegible] [illegible] [illegible] [illegible]
18520 P P G INDUSTRIES INC P O BOX 191 WV NEW MARTINSVIL $6,494 $132 $3,689 $10,315.75
[illegible] CUST. TOTAL....[illegible] [illegible] [illegible] [illegible]
[illegible] PETROLITE CORPORATION [illegible] [illegible] [illegible] [illegible] [illegible] [illegible]
00373 PETROLITE CORPORATION 369 MARSHALL AVE MO WEBSTER
GROVES $36,554 $1,409 $158 $7,527 $45,649.49
[illegible] PETROLITE CORPORATION [illegible] [illegible] [illegible] [illegible] [illegible] [illegible]
67218 PETROLITE CORPORATION 16010 BAKERSPOINT
LANE TX HOUSTON $959 $959.31
</TABLE>
EXHIBIT 3
<PAGE>
[LOGO] CHEMICAL LEAMAN TANK LINES, INC.
102 Pickering Way, Exton, PA 19341-0200 o 215-363-4200
"CREDIT APPLICATION"
Customer Name & Address Division or Branch of:
_________________________________ ___________________________________
_________________________________ ___________________________________
_________________________________ ___________________________________
Contact:_________________________ Proprietorship_______ How Long
Partnership _______ In ________
Phone:___________________________ Corporation _______ Business
Amount of Credit Required Per Month $___________________________________________
Bank Reference:_________________________________________________________________
Phone:____________________________ Account No.__________________________________
Trade References: Prefer at least (2) Bulk Carriers.
1. _____________________________________________________________________________
_____________________________________________________________________________
________________________________Phone:_______________________________________
********************************************************************************
2. _____________________________________________________________________________
_____________________________________________________________________________
________________________________Phone:_______________________________________
********************************************************************************
3. _____________________________________________________________________________
_____________________________________________________________________________
________________________________Phone:_______________________________________
The above information is given for the purpose of extending credit and
is true and accurate. I authorize Chemical Leaman Tank Lines, Inc. to
contact each of the above references regarding their credit experience
with my company. I agree to abide by the payment terms as stated on
the invoices submitted by Chemical Leaman Tank Lines, Inc.
Firms Name:__________________________________________Date:______________________
Authorized Signature:________________________________Title:_____________________
________________________________________________________________________________
EXHIBIT 1
<PAGE>
FIRST AMENDMENT TO
RECEIVABLES CONTRIBUTION AND PURCHASE
AGREEMENT
This FIRST AMENDMENT TO RECEIVABLES CONTRIBUTION AND PURCHASE
AGREEMENT (this "Amendment") is made as of December 16, 1994, by and among
Chemical Leaman Tank Lines, Inc. and Quala Systems, Inc., both of which are
Delaware corporations (jointly, the "Sellers", and individually, a "Seller"),
Chemical Leaman Corporation, a Pennsylvania corporation (the "Servicer"), and
Pickering Way Funding Corp., a Delaware corporation (the "Buyer").
Background
1. The Sellers, the Servicer and the Buyer are parties to a
Receivables Contribution and Purchase Agreement dated as of May 14, 1993 (the
"Receivables Purchase Agreement").
2. Pursuant to the Receivables Purchase Agreement, each of the Sellers
sell to the Buyer, on a daily basis, certain of its trade receivables and
related assets generated in the ordinary course of its business. In addition,
the Servicer services the administration and collection of the receivables and
other assets so sold in accordance with the provisions of the Receivables
Purchase Agreement.
3. The Sellers, the Servicer and the Buyer desire to amend the
Receivables Purchase Agreement in order to (i) extend the term of the
Receivables Purchase Agreement, (ii) expand the types of receivables that may be
sold by the Sellers to the Buyer under, the Receivables Purchase Agreement, and
(iii) amend and modify certain other terms and conditions of the Receivables
Purchase Agreement, all as set forth herein.
IN CONSIDERATION of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, agree to the following:
Section 1. Defined Terms. For purposes of this Amendment, except as
otherwise provided in this Amendment, capitalized terms not otherwise defined in
this Amendment shall have the meanings assigned to such terms in the Receivables
Purchase Agreement as amended and supplemented by this Amendment.
Section 2. Amendment to Receivables Purchase Agreement.
(a) The definition of "Designated Obligor" contained in Section 1.1 of
the Receivables Purchase Agreement is hereby amended and restated in its
entirety to read as follows:
<PAGE>
"Designated Obligor" means, at any time, each Obligor which is
entitled to credit under the applicable Credit and Collection Policy
except:
(i) Obligors which are an Affiliate of either of the Sellers;
(ii) Obligors which are employees or independent contractors of
either of the Sellers providing transportation or related services to
either of the Sellers; and
(iii) Obligors which are not based or located in the United
States, Canada or Mexico.
(b) The definition of "Expiration Date" contained in Section 1.1 of
the Receivables Purchase Agreement is hereby amended and restated in its
entirety to read as follows:
"Expiration Date" means the earliest of (i) December 15, 1997,
(ii) the date a Termination Event is declared or occurs automatically,
as applicable, pursuant to Section 8.1 hereof and (iii) the date of
the termination of the Purchase Obligation by Sellers pursuant to
Section 2.4 hereof.
(c) The definition of "Loss Reserve" contained in Section 1.1 of the
Receivables Purchase Agreement is hereby amended and restated in its
entirety to read as follows:
"Loss Reserve" means for the Pool Receivables to be sold by a
particular Seller on any day the product of (a) the Account Balance of
such Pool Receivables as of such day multiplied by (b) the sum of (i)
the Servicer Fee (expressed as a percentage) plus (ii) the greater of
(A) three-eighths of one percent (0.375%) and (B) the Charge-Off
Percentage shown in the most recent Servicer Monthly Report.
(d) The definition of "Pooling and Servicing Agreement" contained in
Section 1.1 of the Receivables Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement dated as of May 14, 1993 between the
<PAGE>
Buyer, the Servicer and the Trustee, as amended by the First
Amendment thereto dated as of December 16, 1994 and as the same may
hereafter be amended, modified or supplemented in writing from time to
time in accordance with its terms.
(e) In Section 2.2(c) of the Receivables Purchase Agreement, the
reference to December 31, 1995 as the final maturity date of the Buyer
Notes is hereby amended to read March 31, 1998, and the maturity of the
Buyer Notes shall be extended accordingly.
Section 3. Effectiveness. The effectiveness of this Amendment is subject to
the following conditions:
(a) The satisfaction of all of the conditions to the effectiveness of
the First Amendment to the Pooling and Servicing Agreement of even date
herewith; and
(b) The execution and delivery by the Buyer and the Trustee of the
First Amendment to the Pooling and Servicing Agreement.
Section 4. Authorization/Ratification.
(a) Each of the Sellers, the Servicer and the Buyer represent and
warrant that (i) it has taken all action necessary to authorize it to
execute, deliver and perform this Amendment, and (ii) each of this
Amendment and the Receivables Purchase Agreement, as amended hereby,
constitute a valid and legally binding obligation of it enforceable against
it in accordance with its terms, except as such enforceability may be
limited by Debtor Relief Laws (as defined in the Pooling and Servicing
Agreement).
(b) Except as expressly set forth in this Amendment, the Receivables
Purchase Agreement is hereby ratified and confirmed in all respects.
Section 5. Governing Law. This Amendment shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania, excluding its
conflict of laws rules.
Section 6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page of this
Amendment by telecopy shall be effective as delivery of a manually executed
counterpart of this Amendment.
<PAGE>
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Amendment as of the first date written above.
Attest: CHEMICAL LEAMAN TANK LINES, INC.
[Illegible] By: /s/ John J. Kilcullen
- ------------------------------ ---------------------------
(Assistant) Secretary (Vice) President
JOHN J. KILCULLEN
---------------------------
Print Name
Attest: QUALA SYSTEMS, INC.
[Illegible] By: /s/ Michael A. DiPiano
- -------------------------------- ---------------------------
(Assistant) Secretary President
MICHAEL A. DiPIANO
---------------------------
Print Name
Attest: CHEMICAL LEAMAN CORPORATION
[Illegible] By: /s/ David M. Boucher
- -------------------------------- ---------------------------
(Assistant) Secretary (Vice) President
DAVID M. BOUCHER
---------------------------
Print Name
Attest: PICKERING WAY FUNDING CORP.
/s/ David M. Boucher By: /s/ Eugene C. Parkerson
- -------------------------------- ---------------------------
(Assistant) Secretary (Vice) President
---------------------------
Print Name
<PAGE>
SECOND AMENDMENT TO RECEIVABLES
CONTRIBUTION AND PURCHASE AGREEMENT
This SECOND AMENDMENT TO RECEIVABLES CONTRIBUTION AND PURCHASE AGREEMENT
(this "Second Amendment") is made as of December 30, 1996, by and among Chemical
Leaman Tank Lines, Inc. ("CLTL"), Quala Systems, Inc. ("Quala"), and Fleet
Transport Company, Inc. ("Fleet"), each of which are Delaware corporations
(CLTL, Quala and Fleet jointly, the "Sellers", and individually. a "Seller"),
Chemical Leaman Corporation, a Pennsylvania corporation (the "Servicer"), and
Pickering Way Funding Corp., a Delaware corporation (the "Buyer").
Background
1. The Sellers (other than Fleet), the Servicer and the Buyer are parties
to a Receivables Contribution and Purchase Agreement dated as of May 14, 1993
(as amended from time to time, including by this Second Amendment, the
"Receivables Purchase Agreement").
2. Pursuant to the Receivables Purchase Agreement, each of the Sellers
(other than Fleet) sells to the Buyer, on a daily basis, certain of its trade
receivables and related assets generated in the ordinary course of its business.
In addition, the Servicer services the administration and collection of the
receivables and other assets so sold in accordance with the provisions of the
Receivables Purchase Agreement.
3. The Sellers, the Servicer and the Buyer desire to amend the Receivables
Purchase Agreement in order to (i) extend the term of the Receivables Purchase
Agreement, (ii) add Fleet as a Seller under the Receivables Purchase Agreement,
and (iii) amend and modify certain other terms and conditions of the Receivables
Purchase Agreement, all as set forth herein.
IN CONSIDERATION of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree to the following:
Section 1. Defined Terms. For purposes of this Second Amendment,
capitalized terms not otherwise defined in this Second Amendment shall have the
respective meanings assigned to such terms in the Receivables Purchase
Agreement, as amended and supplemented from time to time, including by this
Second Amendment.
Section 2. Amendment to Receivables Purchase Agreement.
(a) The definition of "Buyer Notes" contained in Section 1.1 of the
Receivables Purchase Agreement is hereby amended and restated in its entirety to
read as follows:
"Buyer Notes" means the subordinated promissory notes of Buyer payable
to the Sellers as payment of a portion of the purchase price for Pool
Receivables purchased after the Closing Date in the form of Exhibits A-l
and A-2 attached to the Receivables Purchase Agreement and Exhibit A-3
attached to the Second Amendment.
(b) The definition of "Designated Obligor" contained in Section 1.1 of the
Receivables Purchase Agreement is hereby amended and restated in its entirety to
read as follows:
"Designated Obligor" means, at any time, each Obligor which is
entitled to credit under the applicable Credit and Collection Policy
except:
<PAGE>
(i) Obligors which are an Affiliate of any of the Sellers;
(ii) Obligors which are employees or independent contractors of any
of the Sellers providing transportation or related services to any of the
Sellers; and
(iii) Obligors which are not based or located in the United States.
Canada or Mexico.
(c) The definition of "Expiration Date" contained in of the Receivables
Purchase Agreement is hereby restated in its entirety to read as follows:
"Expiration Date" means the earliest of (i) December 15, 1999, (ii)
the date a Termination Event is declared or occurs automatically, as
applicable, pursuant to Section 8.1 hereof, and (iii) the date of the
termination of the Purchase Obligation by Sellers pursuant to Section 2.4
hereof.
(d) The definition of "Pooling and Servicing Agreement" contained in
Section 1.1 of the Receivables Purchase Agreement is hereby amended and restated
in its entirety to read as follows:
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement dated as of May 14, 1993 between the Buyer, the Servicer and the
Trustee, as amended by the First Amendment thereto dated as of December 16,
1994, and further amended by the Second Amendment to Pooling and Servicing
Agreement dated as of December 30, 1996, and as the same may hereafter be
amended, modified or supplemented in writing from time to time in
accordance with its terms.
(e) The definition of "Servicer Monthly Report" mentioned in Section 1.1 of
the Receivables Purchase Agreement is hereby amended and restated in its
entirety to read as follows:
"Servicer Monthly Report" means a monthly report substantially in the
form of Exhibit D attached to the Second Amendment which, among other
things, will identify and provide an aging schedule for any and all Pool
Receivables of each Seller as of the last day of the Accounting Period most
reasonably completed, duly completed and executed by the Servicer and
delivered to the Buyer pursuant to Section 6.2(h) hereof.
(f) All references in the Receivables Purchase Agreement to "either Seller"
shall be deemed to be references to "any Seller".
(g) In Section 2.2(c) of the Receivables Purchase Agreement, the reference
to December 31, 1995 as the final maturity date of the Buyer Notes is hereby
amended to read March 31, 2000, and the maturity of the Buyer Notes shall be
extended accordingly.
Section 3. Joinder by Fleet. Fleet hereby agrees to join in and be bound
by, and receive the benefits of, all of the terms and conditions of the
Receivables Purchase Agreement.
Section 4. Effectiveness. The effectiveness of this Second Amendment is
subject to the following conditions:
-2-
<PAGE>
(a) The satisfaction of all of the conditions to the effectiveness of the
Second Amendment to the Pooling and Servicing Agreement of even date herewith;
(b) The execution and delivery by the Buyer and the Trustee of the Second
Amendment to the Pooling and Servicing Agreement;
(c) The execution and delivery by the Buyer of the Buyer Note in favor of
Fleet;
(d) The execution and delivery by Fleet, Buyer and a Lock-Box Bank, of a
Lock-Box Agreement substantially in the form attached hereto as Exhibit B;
(e) The satisfaction by Fleet of each of the conditions set forth in
Section 3.2 of the Receivables Purchase Agreement;
(f) Fleet's satisfaction of its obligations to Associates, together with
evidence of the filing of UCC-3 termination statements with respect to
Associates' interest in Fleet's Receivables.
Section 5. Authorization/Ratification.
(a) Each of the Sellers, the Servicer and the Buyer represent and warrant
that (i) it has taken all action necessary to authorize it to execute, deliver
and perform this Second Amendment, and (ii) each of this Second Amendment and
the Receivables Purchase Agreement, as amended hereby, constitute a valid and
legally binding obligation of it enforceable against it in accordance with its
terms, except as such enforceability may be limited by Debtor Relief Laws (as
defined in the Pooling and Servicing Agreement).
(b) Except as expressly set forth in this Second Amendment, the Receivables
Purchase Agreement is hereby ratified and confirmed in all respects.
Section 6. Governing Law. This Second Amendment shall be governed and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
excluding its conflict of laws rules.
Section 7. Counterparts. This Second Amendment may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page of this
-3-
<PAGE>
Second Amendment by telecopy shall be effective as delivery of a manually
executed counterpart of this Second Amendment.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Second Amendment to Receivables Contribution and Purchase
Agreement as of the first date written above.
Attest: CHEMICAL LEAMAN TANK LINES, INC.
By: /s/ Susan M. Conapinski By: /s/ Philip J. Ringo
---------------------------- ----------------------------
Name: Name:
Title: (Assistant) Secretary Title: President
Attest: QUALA SYSTEMS, INC.
By: /s/ [Illegible] By: Reuben M. Rosenthal
---------------------------- ----------------------------
Name: Name:
Title: (Assistant) Secretary Title: President
Attest: FLEET TRANSPORT COMPANY. INC.
By: /s/ Susan M. Conapinski By: /s/ David M. Boucher
---------------------------- ----------------------------
Name: Name:
Title: (Assistant) Secretary Title: (Vice) President
Attest: PICKERING WAY FUNDING CORP.
By: /s/ Susan M. Conapinski By: /s/ David M. Boucher
---------------------------- ----------------------------
Name: Name:
Title: (Assistant) Secretary Title: (Vice) President
-4-
<PAGE>
EXHIBIT A-3
REVOLVING CREDIT NOTE
December 30, 1996
Philadelphia, PA
FOR VALUE RECEIVED, Pickering Way Funding Corp., a Delaware corporation
("Maker"), hereby promises to pay to the order of Fleet Transport Company, Inc.,
a Delaware corporation ("Payee"), the principal amount equal to the Purchase
Price for all Pool Receivables sold by Payee to Maker after the date hereof
under and pursuant to a Second Amendment dated December 30, 1996 (the "Second
Amendment") to Receivables Contribution and Purchase Agreement dated May 14,
1993 among Maker, Payee and Chemical Leaman Tank Lines, Inc. and Quala Systems,
Inc. (as amended from time to time, including by the Second Amendment, the
"Agreement"), as shown by the books and records maintained by Payee.
This Note is a Buyer's Note referred to in, and entitled to the benefits of
and is secured by, the Agreement. Capitalized terms used herein and not defined
shall have the meanings assigned to them in the Pooling and Servicing Agreement.
Payments of principal shall be made as provided in the Agreement. Maker
promises to pay interest on the aggregate unpaid principal amount of this Note
on the dates and at the rates provided in the Agreement.
By acceptance of this Note, Payee (and any other holder hereof) agrees that
its rights to receive payment or prepayment of the unpaid principal amount
hereof is and shall be subordinate and junior in right of payment as provided
herein to the payment of the Investor Interests and all indebtedness and other
obligations of Maker now or hereafter incurred under or pursuant to a Second
Amendment dated December 30, 1996 (the "Second Pooling Amendment") to Pooling
and Servicing Agreement dated as of May 14, 1993 (as amended from time to time,
including by the Second Amendment, the "Pooling Agreement") by and between
Maker, First Union National Bank, successor to Fidelity Bank, N.A., as trustee
("Trustee") and Chemical Leaman Corporation.
In the event that a Termination Event shall occur under the Agreement or
the Pooling Agreement, then so long as any of the Investor Certificates remain
unpaid and outstanding under the Pooling Agreement, (i) the Payee shall not be
entitled to receive any payment on this Note of any kind or character if and so
long as the Investor Certificate are outstanding and Maker has any unpaid
indebtedness or other obligations under the Pooling and Servicing Agreement, and
(ii) all payments and distributions which, except for the subordination
provisions hereof, would have been paid or distributable to Payee shall be paid
or delivered to and for the benefit of the Trustee for application under the
Pooling Agreement to the extent Maker has any outstanding liability under the
Pooling Agreement.
The subordination provisions hereof are solely for the purpose of defining
the relative rights of Payee on the one hand and of the Investor Certificate
holders under the Pooling Agreement, on the other hand, and nothing herein shall
impair, as between Maker and Payee, the obligations of Maker.
<PAGE>
This Note shall be governed by and construed in accordance with the laws of
the Commonwealth of Pennsylvania.
Payee and any holder of this Note each agree that it will not institute
against Maker any proceeding under any Debtor Relief Law so long as any Investor
Certificate issued under the Pooling Agreement shall be outstanding or there
shall not have elapsed one year plus one day since the last day on which any
such Investor Certificates shall have been outstanding.
In addition to and not in limitation of the foregoing and the provisions of
the agreement, Maker agrees, subject only to any limitation imposed by
applicable law, to pay all reasonable expenses incurred by the Payee in
endeavoring to collect any amounts payable thereunder which are not paid when
due.
Presentment for payment, demand, protest, dishonor and notice of dishonor
and hereby waived.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Maker has
caused this Note to be executed by its duly authorize the date first above
written.
PICKERING WAY FUNDING CORP.
By:
----------------------------
Vice President
-2-
<PAGE>
EXHIBIT D
SERVICER MONTHLY REPORT
Chemical Leaman Corporation
Servicer Monthly Certificate
For the Accounting Period Ending ______, 199_
- --------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
(I) Pool Receivables Balance
(1) Aggregate principal amount of Pool Receivables at
beginning of Accounting Period
$
(2) Cash Collections of Pool Receivables during Accounting
Period
($ )
(3) New Pool Receivables created during Accounting Period
$
(4) Net Pool Receivables Balance at end of Accounting
Period [sum of (1) through (3)]
$
(II) Aging Analysis of Pool Receivables as of end of Accounting
Period
Days From Chemical
Invoice Leaman Tank Quala Fleet Transport
Date Lines. Inc. Systems. Inc. Company. Inc. Total
---- ----------- ------------- ------------- -----
0 - 30 $ $ $ $
31 - 60
61 - 90
91 - 120
121 - 150
151 - 180
181 - 210
Over 210
$ $ $ $
========== ========== ========== ==========
A-2
<PAGE>
(III) Eligible Receivables Analysis
(1) Pool Receivables Balance (from (I)(4) above) $
(2) Maximum Concentration Limits (per Obligor)
(a) Obligors having a rating of "AA/D-1+" or equivalent (6%
limitation):
(b) Obligors having a rating of "A/D-1" or equivalent (5%
limitation):
(c) Obligors having a rating of "BBB/D-2" or equivalent (4%
limitation):
(d) Non-investment grade Obligors (2% limitation):
(e) Dow Chemical (15% limitation):
(f) E.I. DuPont (12% limitation):
(g) BASF (4% Limitation):
(h) Aristech (3% limitation):
(i) Cytec (3% limitation):
(j) Obligors exceeding maximum permitted
percentages:
(3) Ineligible Receivables as of the end of Accounting Period:
Over 90 days past due (120 days from invoice date) $
Excess Concentration Amounts (from (2)(g) above) $
Non-U.S. Government Obligors $
U.S. Government Receivables in excess of $350,000 $
Canadian Obligors (U.S. Dollar denominated) in excess of
4% $
Mexican Obligors (U.S. Dollar denominated) in excess of
1% $
A-3
<PAGE>
Non-U.S. Dollar denominated Canadian and Mexican (not
covered by currency swaps) $
Total Ineligible Receivables $
=====
(4) Total Eligible Receivables [(1) - (3)] $
=====
(5) Receivables existing at the end of the Accounting Period
have the respective aging as set forth in Exhibit A hereto
as of the last day of the Accounting Period. $
=====
(IV) Required Minimum Seller Amount
(A) Required Minimum Seller Percentage:
(1) Minimum (no Seller Percentage Adjustment
Condition) 15%
(2) Maximum (upon occurrence of Seller Percentage
Adjustment Condition) 20%
(B) Seller Percentage Adjustment Conditions:
(1) If three month average Charge-off Ratio exceeds
1.5%
Actual Charge-off Ratio (from (V)(A)(4) below) --%
(2) If three month average Billing Adjustment
Percentage exceeds 1.25%
Actual Billing Adjustment Percentage (from
(V)(D)(4) below) --%
(3) If three month average Delinquency Percentage
exceeds 4.5%
Actual Delinquency Percentage (from (V)(C)(4)
below) --%
(C) Discount Reserve Requirement
(1) Excess of accrued and unpaid interest on Investor
Certificates over the amount on deposit in the
Interest Sub-account $
(2) Principal amount of Investor Certificate times Certificate
rate for current period /4 $
A-4
<PAGE>
(3) Two months of Trustee fees $
(4) Two months of rating agency fees $
(5) Two months of Servicer fees $
(6) Discount Reserve Requirement
l(B)(1) + (2) + (3) + (4) + (5)] $
=====
(D) Unallocated Principal Sub-account required balance:
(1) Principal amount of Investor Certificate $
(2) Required minimum Seller Percentage
[(IV)(A) and (B)] [15% or 20%]
(3) Minimum Seller Amount [(D)(1) /1-(D)(2)] $
(4) Discount Reserve Requirement
[(IV)(B)(6)] $
(5) Sub-total of (D)(3) + (4) $
(6) Less Eligible Receivables $
[(III)(4)]
(7) Unallocated Principal Sub-account $
[(D)(5) - (6)]
(V) Financial Ratios
(A) Charge-off Ratio
(1) Average principal balance of Receivables charged
off during last three Accounting Periods $
(2) Average daily principal balance of all unpaid
Receivables for the last three Accounting Periods $
(3) Maximum Charge-off Ratio 2.50%
(4) Actual Charge-off Ratio
[(A)(1) / (2)]
(B) Collection Percentage Ratio
A-5
<PAGE>
(1) Average monthly principal balance of all amounts
collected on the Receivables during the last three
Accounting Periods $
(2) Average daily principal balance of unpaid
Receivables for the last three Accounting Periods $
(3) Minimum Collection Percentage 70.00%
(4) Actual Collection Percentage
[(B)( 1 ) / (2)]
(C) Delinquency Percentage Ratio
(1) Average principal balance of Receivables past due
for at least 91 days beyond the original due date or
120 days beyond the original invoice date (but
which are not outstanding more than 180 days
beyond the original due date or 210 days beyond
the original invoice date) at the end of each of the
last three Accounting Periods $
(2) Average aggregate principal balance of all
Receivables at the end of each of the last three
Accounting Periods $
(3) Maximum Delinquency Percentage 6.00%
(4) Actual Delinquency Percentage
[(C)(1)/(2)] %
(D) Billing Adjustment Percentage
(1) Aggregate amount of reductions of Account
Balances on account of Dilution Events during
last three Accounting Periods $
(2) Combined principal balance of all Receivables
generated during last three Accounting Periods $
(3) Maximum Billing Adjustment Percentage 1.50%
(4) Actual Billing Adjustment Percentage
[(D)(1)/(2)] ____%
A-6
<PAGE>
(E) Fixed Charge Ratio
(1) CLC's operating income exclusive of
extraordinary items; interest; depreciation; and
amortization for last twelve Accounting Periods $
(2) CLC's interest expense for last twelve Accounting
Periods $
(3) Minimum Fixed Charge Ratio 2.75x
(4) Actual Fixed Charge Ratio
[(E)(1)/(2)] ____x
(F) Consolidated Shareholders' Equity
(1) CLC minimum required Shareholders' Equity $21,000,000
(2) CLC actual Shareholders' Equity $
(G) Days Sales Outstanding ("DSO")
(1) Average daily principal balance of all unpaid
Receivables during the last three Accounting
Periods [from(V)(A)(2)] $
(2) Aggregate principal balance of all
Receivables created during the last
three Accounting Periods [(V)(D)(2)]/
actual number of days elapsed
during last three Accounting Periods $
(3) Maximum DSO 47 days
(4) Actual DSO [(G)(1)/(2)] __ days
(H) Interest due on Investor Certificate for the current Interest
Period
(1) Principal balance of Investor Certificate $
(2) Certificate Rate for current Interest Period
[(30 day or 90 day) LIBOR + .80%] ___%
- --------------------------------------------------------------
All defined terms used herein shall have the meanings given them in
the Pooling and Servicing Agreement dated as of May 14, 1993 and amended as of
December 16, 1994, and as further
A-7
<PAGE>
amended as of December 30, 1996 by and among Pickering Way Funding Corp.;
Chemical Leaman Corporation; and First Union National Bank, successor to First
Fidelity Bank, N.A.
CHEMICAL LEAMAN CORPORATION
- -------------------------------- -----------------------------
David M. Boucher Date
Senior Vice President &
Chief Financial Officer
A-8
<PAGE>
THIRD AMENDMENT TO RECEIVABLES
CONTRIBUTION AND PURCHASE AGREEMENT
This THIRD AMENDMENT TO RECEIVABLES CONTRIBUTION AND PURCHASE AGREEMENT
(this "Third Amendment") is made as of March 30, 1997, by and among Chemical
Leaman Tank Lines, Inc. ("CLTL"), Quala Systems, Inc. ("Quala"), and Fleet
Transport Company, Inc. ("Fleet"), each of which are Delaware corporations
(CLTL, Quala and Fleet jointly, the "Sellers", and individually, a "Seller"),
Chemical Leaman Corporation, a Pennsylvania corporation (the "Servicer"), and
Pickering Way Funding Corp., a Delaware corporation (the "Buyer").
Background
1. The Sellers, the Servicer and the Buyer are parties to a Receivables
Contribution and Purchase Agreement dated as of May 14, 1993 (as amended from
time to time, including by this Third Amendment, the "Receivables Purchase
Agreement").
2. Pursuant to the Receivables Purchase Agreement, each of the Sellers
sells to the Buyer, on a daily basis, certain of its trade receivables and
related assets generated in the ordinary course of its business. In addition,
the Servicer services the administration and collection of the receivables and
other assets so sold in accordance with the provisions of the Receivables
Purchase Agreement.
3. The Sellers, the Servicer and the Buyer desire to amend the Receivables
Purchase Agreement in order to modify certain terms and conditions of the
Receivables Purchase Agreement, as set forth herein.
IN CONSIDERATION of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree to the following:
Section 1. Defined Terms. For purposes of this Third Amendment, capitalized
terms not otherwise defined in this Third Amendment shall have the respective
meanings assigned to such terms in the Receivables Purchase Agreement, as
amended and supplemented from time to time, including by this Third Amendment.
Section 2. Amendment to Receivables Purchase Agreement. In order to remove
the right of the Sellers to terminate their obligation to make sales of Pool
Receivables to Buyer, the following changes are made:
(a) The definition of "Expiration Date" contained in of the Receivables
Purchase Agreement is hereby restated in its entirety to read as follows:
"Expiration Date" means the earliest of (i) December 15, 1999 and (ii)
the date a Termination Event is declared or occurs automatically, as
applicable, pursuant to Section 8.1 hereof.
(b) The definition of "Pooling and Servicing Agreement" contained in
Section 1.1 of the Receivables Purchase Agreement is hereby amended and restated
in its entirety to read as follows:
<PAGE>
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement dated as of May 14, 1993 between the Buyer, the Servicer and the
Trustee, as amended by the First Amendment thereto dated as of December 16,
1994, and further amended by the Second Amendment thereto dated as of
December 30, 1996, and further amended by the Third Amendment to Pooling
and Servicing Agreement dated as of March 30, 1997, and as the same may
hereafter be amended, modified or supplemented in writing from time to time
in accordance with its terms.
(c) Sections 2.4(b) and 2.4(c) of the Receivables Purchase Agreement are
deleted in their entirety.
Section 3. Effectiveness. The effectiveness of this Third Amendment is
subject to the satisfaction of all of the conditions to the effectiveness of the
Third Amendment to the Pooling and Servicing Agreement of even date herewith and
the execution and delivery thereof by the Buyer, the Servicer and the Trustee.
Section 4. Authorization/Ratification.
(a) Each of the Sellers, the Servicer and the Buyer represent and warrant
that (i) it has taken all action necessary to authorize it to execute, deliver
and perform this Third Amendment, and (ii) each of this Third Amendment and the
Receivables Purchase Agreement, as amended hereby, constitute a valid and
legally binding obligation of it enforceable against it in accordance with its
terms, except as such enforceability may be limited by Debtor Relief Laws (as
defined in the Pooling and Servicing Agreement).
(b) Except as expressly set forth in this Third Amendment, the Receivables
Purchase Agreement is hereby ratified and confirmed in all respects.
Section 5. Governing Law. This Third Amendment shall be governed and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
excluding its conflict of laws rules.
Section 6. Counterparts. This Third Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page of this
Third Amendment by telecopy shall be effective as delivery of a manually
executed counterpart of this Third Amendment.
-2-
<PAGE>
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Third Amendment to Receivables Contribution and Purchase
Agreement as of the first date written above.
Attest: CHEMICAL LEAMAN TANK LINES, INC.
By: /s/ Eugene C. Parkerson By: /s/ Philip J. Ringo
---------------------------- ----------------------------
Name: Name:
Title: Title:
Attest: QUALA SYSTEMS, INC.
By: /s/ Eugene C. Parkerson By: /s/ Mark C. Langley
---------------------------- ----------------------------
Name: Name:
Title: Title:
Attest: FLEET TRANSPORT COMPANY. INC.
By: /s/ Eugene C. Parkerson By: /s/ David M. Boucher
---------------------------- ----------------------------
Name: Name:
Title: Title:
Attest: CHEMICAL LEAMAN CORPORATION
By: /s/ Eugene C. Parkerson By: /s/ David M. Boucher
---------------------------- ----------------------------
Name: Name:
Title: Title:
Attest: PICKERING WAY FUNDING CORP.
By: /s/ Eugene C. Parkerson By: /s/ David M. Boucher
---------------------------- ----------------------------
Name: Name:
Title: (Assistant) Secretary Title: (Vice) President
</TABLE>
-3-
A-11
PICKERING WAY FUNDING CORP.
Seller
CHEMICAL LEAMAN CORPORATION
Servicer
and
FIDELITY BANK, NATIONAL ASSOCIATION
Trustee
PICKERING WAY FUNDING TRUST
POOLING AND SERVICING AGREEMENT
Dated as of May 14, 1993
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE 1 - DEFINITIONS ............................................ 1
Section 1.1. Definitions ....................................... 1
Section 1.2. Other Definitional Provisions ..................... 18
Section 1.3. Investor Certificateholder
Representative .................................... 19
ARTICLE 2 - CONVEYANCE OF RECEIVABLES;
ISSUANCE OF CERTIFICATES ............................... 19
Section 2.1. Conveyance of Receivables ......................... 19
Section 2.2. Acceptance by Trustee ............................. 20
Section 2.3. Representations and Warranties of
the Seller ........................................ 21
Section 2.4. Representations and Warranties of the
Seller Relating to the Receivables
and the Related Security; Notice
of Breach ......................................... 25
Section 2.5. Covenants of the Seller ........................... 26
Section 2.6. Trustee May Perform ............................... 32
Section 2.7. No Assumption of Liability ........................ 33
Section 2.8. Conditions Precedent to Issuance of
Certificates ..................................... 33
Section 2.9. Distribution of Initial Proceeds From
Sale of Investor Certificates ..................... 34
ARTICLE 3 - ADMINISTRATION AND SERVICING
OF RECEIVABLES ......................................... 34
Section 3.1. Acceptance of Appointment and Other
Matters Relating to the Servicer .................. 34
Section 3.2. Duties of the Servicer and the Seller ............. 35
Section 3.3. Permitted Lockboxes ............................... 38
Section 3.4. Servicing Compensation ............................ 39
Section 3.5. Representations, Warranties and
Covenants of the Servicer ......................... 39
Section 3.6. Reports and Records for the Trustee ............... 42
Section 3.7. Monthly Servicer's Certificate .................... 43
Section 3.8. Annual Statements ................................. 43
-i-
<PAGE>
Page
----
Section 3.9. Tax Treatment .................................... 44
Section 3.10. Notices to the Seller ............................ 44
ARTICLE 4 - RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS .............. 44
Section 4.1. Rights of Certificateholders ...................... 44
Section 4.2. Establishment and Administration of
the Accounts ...................................... 45
Section 4.3. Collections, Allocations and
Distributions ..................................... 46
ARTICLE 5 - DISTRIBUTIONS AND REPORTS TO
INVESTOR CERTIFICATEHOLDERS ............................ 49
Section 5.1. Distributions ..................................... 49
Section 5.2. Quarterly Investor Certificateholders'
Statement; Annual Tax Statement ................... 50
ARTICLE 6 - THE CERTIFICATES ....................................... 51
Section 6.1. Certificates ...................................... 51
Section 6.2. Authentication of Certificates .................... 51
Section 6.3. Registration of Transfer and Exchange
of Certificates ................................... 52
Section 6.4. Mutilated, Destroyed, or Stolen
Certificates ...................................... 55
Section 6.5. Persons Deemed Owners ............................. 56
Section 6.6. Appointment of Paying Agent ....................... 56
Section 6.7. Access to List of Certificateholders'
Names and Addresses .............................. 57
Section 6.8. Authenticating Agent .............................. 58
ARTICLE 7 - OTHER MATTERS RELATING TO THE SELLER ................... 59
Section 7.1. Liability of the Seller ........................... 59
Section 7.2. Limitation on Liability ........................... 59
Section 7.3. Indemnification ................................... 60
-ii-
<PAGE>
Page
----
ARTICLE 8 - OTHER MATTERS RELATING TO THE SERVICER ................. 61
Section 8.1. Liability of the Servicer ....................... 61
Section 8.2. Merger or Consolidation of, or
Assumption of the Obligations of,
the Servicer .................................... 61
Section 8.3. Limitation on Liability ......................... 62
Section 8.4. Servicer Indemnification of the Trust
and the Trustee ................................. 63
Section 8.5. The Servicer Not to Resign ...................... 63
Section 8.6. Access to Certain Documentation and
Information Regarding the Receivables
and the Related Security ........................ 64
Section 8.7. Examination of Records; Maintenance of
Back-up Records ................................. 64
ARTICLE 9 - EVENTS OF TERMINATION .................................. 64
Section 9.1. Events of Termination ........................... 64
ARTICLE 10 - SERVICER DEFAULTS ..................................... 67
Section 10.1. Servicer Defaults .............................. 67
Section 10.2. Trustee to Act; Appointment of
Successor ...................................... 70
Section 10.3. Notification to Investor
Certificateholder Representative ............... 72
Section 10.4. Waiver of Past Defaults ........................ 72
ARTICLE 11 - THE TRUSTEE ........................................... 72
Section 11.1. Duties of Trustee .............................. 72
Section 11.2. Certain Matters Affecting the Trustee .......... 75
Section 11.3. Trustee Not Liable for Recitals in
Certificates ................................... 76
Section 11.4. Trustee May Own Certificates ................... 76
Section 11.5. The Servicer to Pay Trustee's Fees
and Expenses ................................... 77
Section 11.6. Eligibility Requirements for Trustee ........... 77
Section 11.7. Resignation or Removal of Trustee .............. 78
Section 11.8. Successor Trustee .............................. 79
Section 11.9. Merger or Consolidation of Trustee ............. 79
Section 11.10. Appointment of Co-Trustee or
Separate Trustee ............................... 80
-iii-
<PAGE>
Page
----
Section 11.11. Tax Return ..................................... 81
Section 11.12. Trustee May Enforce Claims Without
Possession of Certificates ..................... 82
Section 11.13. Suits for Enforcement .......................... 82
Section 11.14. Rights of Investor Certificateholder
Representative to Direct Trustee ............... 83
Section 11.15. Representations and Warranties of the
Trustee ........................................ 83
ARTICLE 12 - TERMINATION ........................................... 84
Section 12.1. Termination of Trust ........................... 84
Section 12.2. Optional Redemption of Investor
Certificates ................................... 85
Section 12.3. Final Payment with Respect to the
Investor Certificates .......................... 86
Section 12.4. Termination Rights of Holder of Seller
Certificate .................................... 88
ARTICLE 13 - MISCELLANEOUS PROVISIONS .............................. 88
Section 13.1. Amendment ...................................... 88
Section 13.2. Protection of Right, Title and
Interest to Trust .............................. 89
Section 13.3. Limitation on Rights of
Certificateholders and Investor
Certificateholder Representative ............... 90
Section 13.4. GOVERNING LAW .................................. 91
Section 13.5. Notices ........................................ 91
Section 13.6. Severability of Provisions ..................... 92
Section 13.7. Assignment ..................................... 92
Section 13.8. Certificates Non-Assessable and Fully
Paid ........................................... 92
Section 13.9. Further Assurances ............................. 92
Section 13.10. Nonpetition Covenant ........................... 92
Section 13.11. No Waiver; Cumulative Remedies ................. 93
Section 13.12. Counterparts ................................... 93
Section 13.13. Third-Party Beneficiaries ...................... 93
Section 13.14. Actions by Certificateholders .................. 93
Section 13.15. Rule 144A Information .......................... 94
Section 13.16. Merger and Integration ......................... 94
Section 13.17. Headings ....................................... 94
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POOLING SERVICING AGREEMENT
POOLING AND SERVICING AGREEMENT, dated as of May 14, 1993, between and
among PICKERING WAY FUNDING CORP., a Delaware corporation, as Seller and
CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation as Servicer, and
FIDELITY BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee.
In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other parties and the
Certificateholders:
ARTICLE 1
DEFINITIONS
Section 1.1. Definitions. Whenever used in this Agreement, the following
words and phrases shall have the following meanings, and the definitions of such
terms are applicable to the singular as well as the plural forms of such terms
and to the masculine as well as the feminine and neuter genders of such terms:
"Accounts" shall mean the Collection Account, the Unallocated Principal
Sub-Account, the Interest Sub-Account, the Seller Sub-Account and the Reserve
Account.
"Accounting Period" means, with respect to the Seller and each Originator,
each of the twelve accounting periods in each of the Seller's and each
Originator's fiscal years which are of varying terms but generally contain
approximately thirty (30) days, as more particularly described on the attached
Exhibit l.l(a) hereto.
"Affiliate" of any Person shall mean any other Person controlling,
controlled by or under common control with such Person.
"Agreement" shall mean this Pooling and Servicing Agreement and all
amendments hereto.
"Amortization Deficiency Amount" shall mean on any Distribution Date during
the Amortization Period, the excess, if any, of the amounts due and owing
pursuant to clauses (ii)(A), (ii)(B) and (ii)(C) of subsection 4.3(b) of this
Agreement over the amounts actually distributed in accordance therewith.
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"Amortization Period" shall mean the period of time from and after the
expiration of the Revolving Period until the Trust Termination Date.
"Applicants" shall have the meaning specified in Section 6.7.
"Approved Rating" shall mean a rating of Duffl+ by Duff or, if not rated by
Duff, shall mean a rating of P-1 by Moody's and a rating of A-1 by S&P, provided
that, if only one of Moody's or S&P rate such entity, such single rating shall
suffice.
"Approved long-term Rating" shall mean a rating of AA by Duff or, if not
rated by Duff, such term shall mean a rating of Aa by Moody's and a rating of AA
by S&P, provided that, if only one of Moody's or S&P rate such entity, such
single rating shall suffice.
"Authorized Newspaper" shall mean a newspaper of general circulation in the
Borough of Manhattan, The City of New York, printed in the English language and
customarily published on each Business Day.
"Billing Adjustment Percentage" shall mean for each Accounting Period the
percentage equivalent of a fraction calculated as of the last day of such
Accounting Period using the financial information set forth in the related
Monthly Servicer's Report with respect to such Accounting Period, which shall
never be less than 0% nor more than 100%, the numerator of which is the
aggregate amount of the reduction of the Account Balance of the Receivables
which occurred during such Accounting Period on account of Dilution Events and
the denominator of which is the combined principal balance of all Receivables
generated during such Accounting Period.
"BIF" shall mean the Bank Insurance Fund administered by the FDIC.
"Business Day" shall mean any day other than a Saturday, a Sunday or a day
on which banking institutions in New York, New York, are authorized or obligated
by law, executive order or governmental decree to be closed.
"Certificate" shall mean any one of the Investor Certificates or the Seller
Certificate.
"Certificateholder" or "Holder" shall mean the Person in whose name a
Certificate is registered in the Certificate Register.
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"Certificate Interest" shall mean interest payable in respect of the
Investor Certificates.
"Certificate Principal" shall mean principal payable in respect of the
Investor Certificates.
"Certificate Rate" shall mean, for initial Interest Period a per annum
rate, calculated by the Trustee based on a three-hundred and sixty (360) day
calendar year, equal to four and five-eighths percent (4-5/8%) and, for each
subsequent Interest Period, a per annum rate, calculated based on a three-
hundred and sixty (360) day calendar year, equal to the LIBOR Rate on the first
day of each subsequent Interest Period or if such day is not a Business Day, on
the immediately preceding Business Day, plus an amount equal to one and one-half
percent (1.5%).
"Certificate Resister" shall mean the register maintained pursuant to
Section 6.3, providing for the registration of the Certificates and transfers
and exchanges thereof.
"Charqe-Off Ratio" shall mean for each Accounting Period the percentage
equivalent of a fraction which shall never be less than 0% nor more than 100%
(computed as of the last day of such Accounting Period using the financial
information set forth in the related Monthly Servicer's Report with respect to
such Accounting Period, the numerator of which is the aggregate principal
balance of all Receivables that have been properly written off in accordance
with the Credit and Collection Policy in such Accounting Period and the
denominator of which is the average outstanding daily principal balance of all
unpaid Receivables for such Accounting Period.
"CLC" means Chemical Leaman Corporation, a Pennsylvania corporation.
"Closing Date" shall mean May 14, 1993.
"Code" means the Internal Revenue Code of 1986, as amended.
"Collections" shall mean any payment by or on behalf of Obligors received
by the Servicer in respect of the Receivables and the Related Security, in the
form of cash, checks, wire transfers, electronic transfers, ACH transfers or
other forms of payment, including, without limitation, all Recoveries.
"Collection Account" shall have the meaning specified in subsection 4.2(a).
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"Collection Percentage" shall mean, for each Accounting Period, the
percentage equivalent of a fraction which shall never be less for than 0% nor
more than 100% (computed as of the last day of such Accounting Period), using
the financial information set forth in the related Monthly Servicer's Report
with respect to such Accounting Period the numerator of which is the aggregate
principal balance of all amounts collected on the Receivables and the Related
Security in such Accounting Period and the denominator of which is the average
daily principal balance of all unpaid Receivables for such Accounting Period.
"Consolidated Shareholders' Equity" shall mean, for CLC and its Affiliates,
at the time of any determination thereof, the sum of the par value (or stated
book value) of all classes of the capital stock of CLC and its Affiliates
(including the par value of all redeemable preferred stock plus (or minus, in
the case of a deficit) the amount of all surplus of CLC and its Affiliates,
whether capital or earned.
"Contract" means an agreement between either of the Originators and any
Person in the form of a legally binding written contract or, in the case of any
open account agreement, an invoice customarily used by the relevant Originator,
pursuant to or under which such Person shall be obligated to pay such Originator
for merchandise or services from time to time.
"Convey" shall mean to transfer, assign, set-over and otherwise convey.
"Corporate Trust Office" shall mean the principal office of the Trustee at
which at any particular time its corporate trust business shall he administered,
which office at the date of the execution of this Agreement and the other
Transaction Documents is located at 123 South Broad Street, M.B.O., 18th Floor,
Philadelphia, PA 19109, Attention: Corporate Trust Administration.
"Credit and Collection Policy" shall mean those receivables credit and
collection policies and practices of the relevant Originator in effect on the
date hereof as set forth in Exhibit 1.1(b) to the Receivables Purchase Agreement
as modified in compliance with the Receivables Purchase Agreement.
"Cut Off Date" shall mean the close of business of the Originators on May
13, 1993.
"Daily Servicer's Report" shall have the meaning specified in subsection
3.6(a).
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"Debtor Relief Laws" shall mean the Bankruptcy Code of the United States of
America and all other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, suspension
of payments or similar debtor relief laws from time to time in effect affecting
the rights of creditors and general principles of equity (whether considered in
a suit at law or in equity).
"Defaulted Receivable" means a Receivable:
(i) as to which any payment, or part thereof, remains unpaid for one
hundred eighty (180) days from the original due date for such payment or two
hundred and ten (210) days from the original invoice date, but only to the
extent that the combined balances of all such past due Receivables exceeds an
amount equal to five percent (5%) of the aggregate unpaid balances of all
otherwise Eligible Receivables;
(ii) as to which the Obligor thereof or any other Person obligated
thereon or owning any Related Security in respect thereof has taken any
action, or suffered any event to occur with respect to such Obligor, of the type
described in Section 9.1(d) hereof; and
(iii) which, consistent with the Credit and Collection Policy, would be
written off the relevant Originator's books as uncollectible or as to which the
relevant Originator has established a reserve for bad debt or considers
collection in full doubtful, to the extent of such reserve or doubt.
"Deficiency Amount" shall mean on any Distribution Date during the
Revolving Period, the excess, if any, of the amounts due and owing pursuant to
clauses (i)(A) and (i)(B) of subsection 4.3(b) of this Agreement over the
amounts actually distributed in accordance therewith.
"Delinquency Percentage" shall mean, for each Accounting Period the
percentage equivalent of a fraction which shall never be less than 0% nor more
than 100% (computed as of the last day of such Accounting Period using the
financial information set forth in the related Monthly Servicer's Report with
respect to such Accounting Period), the numerator of which is the aggregate
principal balance of all Eligible Receivables past due for at least ninety-one
(91) calendar days at the end of such Accounting Period and the denominator of
which is the aggregate unpaid principal balance of all Eligible Receivables in
the Trust on the last day of such Accounting Period.
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"Designated Obligor" means, at any time, each Obligor which is entitled to
credit under the Credit and Collection Policy except:
(i) Obligors which are an Affiliate of either of the Originators, the
Seller or CLC;
(ii) Obligors which are employees or independent contractors of either
of the Originators providing transportation or related services to either
of the Originators; and
(iii) Obligors which are not based or located in either the United
States or Canada or which are not required to pay to the applicable
Originator under its Contract in Dollars in the United States.
"Discount Reserve" means at any time an amount equal to the sum of (a) the
excess of the accrued and unpaid interest on the Investor Certificates over the
amounts on deposit in the Interest Sub-Account, together with all Servicing Fees
and other fees, costs and expenses incurred by the Seller in connection with the
Trust and (b) an amount equal to (i) the then outstanding principal amount of
the Investor Certificates, times (ii) the Certificate Rate then in effect times
(iii) one-fourth.
"Distribution Date" shall mean, June 15, 1993 and the fifteenth day of the
last calendar month occurring in each calendar quarter thereafter or if such
fifteenth day is not a Business Day, the next succeeding Business Day.
Notwithstanding the foregoing, in the event a Total Systems Failure exists on
any Distribution Date, the date of such Distribution Date shall mean the fourth
Business Day after the date on which the Seller or the Servicer delivers
the monthly reports in the form of Exhibit 3.6(b); provided, that in no event
shall a Distribution Date be postponed more than ten (10) Business Days due to a
Total Systems Failure.
"Dollars", "$" or "U.S. $" shall mean United States dollars.
"Duff" shall mean Duff & Phelps Credit Rating Co.
"Early Redemption Premium" shall be defined in Section 12.2 hereof.
"Eligible Account" shall mean a trust account maintained at a federal
depository institution or a state chartered institution subject to regulations
regarding fiduciary funds on deposit substantially similar to 12 C.F.R. 9.10(b).
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"Eligible Receivables" shall mean each Receivable:
(i) which arises under a Contract that, together with such Receivable,
is in full force and effect and constitutes the duly authorized, legal, valid
and binding obligation of the Obligor of such Receivable, enforceable against
such Obligor in accordance with the terms of such Contract, has not been
satisfied, subordinated or rescinded, and is not subject to any asserted
dispute, offset, recoupment, counterclaim, recision or defense whatsoever
(except the potential discharge in bankruptcy of such Obligor under applicable
Debtor Relief Laws) and under which no notice of a performance default by CLC
has been delivered by the Obligor thereunder to CLC, the Seller or the Servicer;
(ii) which is an "account" within the meaning of Section 9-106 of the
UCC of the applicable jurisdictions governing the perfection of the interest of
the Seller and the Trust in the Receivable;
(iii) the Obligor of which is not a government or a governmental
subdivision or agency other than a Government Obligor, but only to the extent
that the combined aggregate balance of all Receivables due from Government
Obligors does not exceed an amount equal to $350,000;
(iv) which is denominated and payable only in Dollars in the United
States;
(v) the Obligor of which is a Designated Obligor;
(vi) which, according to the Contract related thereto, is required to be
paid in full within thirty (30) days of the original billing date therefor as
determined pursuant to the Credit and Collection Policy;
(vii) which, together with the Contract related thereto, does not
contravene in any material respect any Requirements of Law applicable thereto
(including, without limitation, laws, rules and regulations relating to usury,
consumer protection, truth in lending, fair credit billing, fair credit
reporting, equal credit opportunity, fair debt collection practices and privacy)
and with respect to which no party to the Contract related thereto is in
violation of any such law, rule or regulation in any material respect;
(viii) which satisfies all applicable requirements of the Credit and
Collection Policy;
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(ix) in respect of which the Obligor thereof is directed to make
payments to a one of the Permitted Lockboxes;
(x) which was not originated in or subject to the laws of a jurisdiction
whose laws would make such Receivable, the related Contract or the transfer of
such Receivable hereunder or under the Receivables Purchase Agreement unlawful,
invalid or unenforceable;
(xi) which is owned solely by the Seller free and clear of all Liens or
other adverse claims, except for the Lien arising in connection with this
Agreement or under the Receivables Purchase Agreement;
(xii) which no rejection or return of the goods or services which give
rise to such Receivable has occurred and all goods and services in connection
therewith have been finally performed or delivered to and accepted by the
Obligor without dispute;
(xiii) with respect to which all consents, licenses, approvals or
authorizations of, or registrations or declarations with, any Governmental
Authority required to be obtained, effected or given by the Seller and each
Originator in connection with the creation of such Receivable, have been duly
obtained, effected or given and are in full force and effect as of such date of
creation;
(xiv) which is not subject to any asserted offset, counterclaim or
defense provided that, if a Receivable is subject only in part to any of the
foregoing, the Receivable will be an Eligible Receivable to the extent not
subject to such offset, counterclaim or defense;
(xv) which the interest of the Seller and the Trust therein is a first
priority perfected security interest;
(xvi) the Obligor of which qualifies for credit under the Credit and
Collection Policy;
(xvii) the Contract of which does not require the consent of the related
Obligor to sell or assign;
(xviii) as to which the Seller, the Trustee or the Investor
Certificateholder Representative has not notified the Originators that the
Obligor is not acceptable;
(xix) the Obligor of which is a United States resident or a Canadian
Affiliate of a United States resident and which is not located in Mexico;
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(xx) the Obligor of which is not an employee or contractor of CLC, an
Originator, the Seller or any Affiliate thereof;
(xxi) which is exclusive of the portion of any Receivable which would
cause the Receivables Concentration Percentage applicable to the Obligor of such
Receivable to exceed the Maximum Receivable Concentration Percentage applicable
to such Obligor;
(xxii) which Seller has no knowledge at the time of its sale to the
Trust that the indebtedness thereunder will not be paid in full; and
(xxiii) which is not a Defaulted Receivable.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the rules and regulations promulgated thereunder.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.
"Extended Trust Termination Date" shall have the meaning specified in
subsection 12.1(a).
"FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor.
"Fixed Charge Ratio" shall mean, for each Accounting Period, the ratio of
(x) the sum of all of CLC's (i) operating income exclusive of items of
extraordinary income, (ii) interest expense, (iii) depreciation expense and (iv)
amortization expense, over (y) the interest expense of CLC.
"Governmental Authority" shall mean the United States of America, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.
"Government Obligor" means the federal government of the United States of
America, or a governmental subdivision or agency thereof.
"Initial Investor Interest" shall mean $23,000,000.
"Interest Period" shall mean, initially, the period from the close of
business on the Closing Date to the close of
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business on June 15, 1993 and thereafter, the period from the close of
business on the last day of the prior Interest Period to the close of business
on the fifteenth day of the third calendar month thereafter.
"Interest Sub-Account" shall have the meaning specified in subsection
4.2(a).
"Investment Company Act" shall mean the Investment Company Act of 1940, as
amended from time to time.
"Investor Certificate" shall mean any one of the certificates, including,
without limitation, a certificate executed by the Seller and authenticated by
the Trustee substantially in the form of the investor certificate attached
hereto as Exhibit 6.1(a) evidencing an Undivided Trust Interest, other than the
Seller Certificate.
"Investor Certificateholder" shall mean the Holder of record of an
Investor Certificate.
"Investor Certificateholder Representative" shall have the meaning
specified in Section 1.3.
"Investor Interest" shall mean the undivided ownership interest of the
Investor Certificateholder in the Trust representing the right to receive
Collections and other amounts at the times and in the amounts specified in
Article 4 hereof to be deposited in its Accounts or paid to or on behalf of all
Investor Certificateholders.
"Investor's Percentage" shall mean the percentage equivalent of a fraction
calculated using the financial information set forth in the Daily Servicer's
Report, which shall never be less than 0% nor more than 100%, the numerator of
which is $23,000,000 and the denominator of which is the sum of (i) the excess
of (x) the aggregate Account Balance of all Eligible Receivables in the Trust
over (y) the Discount Reserve and (ii) the amount then on deposit in the
Unallocated Principal Sub-Account and the Reserve Account.
"LIBOR Rate" shall mean the rate of interest that is published in the Money
Rates section of the Eastern Edition of the Wall Street Journal under the
section captioned "London Interbank Offered Rates" for dollar deposits with
maturities of three (3) months or, if such interest rate is unavailable, such
comparable published rate as shall be selected by the Trustee in its sole and
absolute discretion.
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"Lien" shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment, participation or equity interest, deposit arrangement, encumbrance,
lien (statutory or other), preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever, including, without
limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of
foregoing and the filing of any financing statement under the UCC (other than
any such financing statement filed for informational purposes only) or
comparable law of any jurisdiction to evidence any of the foregoing; provided
that any assignment pursuant to Section 8.2 hereof and the Lien created by this
Agreement and the other Transaction Documents shall not be deemed to constitute
a Lien.
"Lockbox Bank" shall mean Corestates Bank, N.A.
"Maximum Receivables Concentration Percentage" shall mean two percent (2%)
for all Obligors other than (i) Obligors whose credit qualifies for an
investment grade rating from a Rating Agency, in which case the term Maximum
Receivables Concentration Percentage shall mean four percent (4%), (ii) Obligors
whose credit qualifies for a rating of A/Duff-1 (or if not rated by Duff its
equivalent from another Rating Agency), in which case the term Maximum
Receivables Concentration Percentage shall mean seven percent (7%), (iii)
Obligors whose credit qualifies for a rating of AA/Duffl+ from Duff (or its
equivalent from another Rating Agency), in which case the term Maximum
Receivables Concentration Percentage shall mean 10 percent (10%) and (iv) for
the Obligors listed on Exhibit 1.1(c), the term Maximum Receivables
Concentration Percentage shall mean fifteen percent (15%).
"Minimum Seller Percentage Adjustment" shall mean, with respect to any
Accounting Period during the Revolving Period, the sum of the amount, if any,
expressed as a percentage and calculated as of the end of such Accounting Period
using the financial information set forth in the Monthly Servicer's Report for
such Accounting Period, by which (a) the Charge-Off Ratio exceeds four percent
(4%), multiplied by an amount equal to 1.22 and (b) the Billing Adjustment
Percentage exceeds one percent (1%), multiplied by an amount equal to 1.22.
"Monthly Servicer's Report" shall have the meaning set forth in Section
3.6(b).
"Moody's" shall mean Moody's Investor's Service, Inc.
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"Obligor" shall mean, with respect to any Receivable, any Person or Persons
obligated to make payments pursuant to a Contract, including any guarantor
thereof.
"Officer's Certificate" shall mean a certificate signed by any Vice
President or more senior officer of the Seller, either Originator or the
Servicer, as applicable.
"Opinion of Counsel" shall mean a written opinion of counsel, who may be
counsel for or an employee of the Person providing the opinion, and who shall be
reasonably acceptable to the Trustee, and the Investor Certificateholder
Representative and in the case of an opinion to be delivered to the Seller,
reasonably acceptable to the Seller.
"Originators" shall mean Chemical Leaman Tank Lines, Inc., a Delaware
corporation and Quala Systems, Inc. a Delaware corporation.
"Paying Agent" shall mean any paying agent appointed pursuant to Section
6.6 and shall initially be Fidelity Bank, National Association.
"Permitted Investments" shall mean book-entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form which evidence any of the following:
(A) direct obligations of, and obligations fully guaranteed by, the
United States of America or any agency or instrumentality of the United States
of America, the obligations of which are backed by the full faith and credit of
the United States of America;
(B) demand and time deposits in, certificates of deposits of, bankers'
acceptances issued by, or federal funds sold by, any depository institution or
trust company (including the Trustee and its Affiliates or any agent of the
Trustee and its Affiliates, acting in their respective commercial capacities)
incorporated under the laws of the United States of America, any State thereof
or the District of Columbia or any foreign depository institution with a branch
or agency licensed under the laws of the United States of America or any State,
subject to supervision and examination by Federal and/or State banking
authorities and having an Approved Rating at the time of such investment or
contractual commitment providing for such investment or otherwise approved in
writing by the Rating Agency (B) any other demand or time deposit or certificate
of deposit which is fully insured by the Federal Deposit Insurance Corporation;
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(C) repurchase obligations with respect to (A) any security described in
clause i. above or (B) any other security issued or guaranteed by an agency or
instrumentality of the United States of America, in either case entered into
with a depository institution or trust company (acting as principal) described
in clause ii. (A) above;
(D) short-term securities bearing interest or sold at a discount issued
by any corporation incorporated under the laws of the United States of America
or any State, the short-term unsecured obligations of which have an Approved
Rating at the time of such investment; provided, however, that securities issued
by any particular corporation will not be Permitted Investments to the extent
that investment therein will cause the then outstanding principal amount of
securities issued by such corporation and held as part of the corpus of the
Trust to exceed 10% of amounts held in the Collection Account;
(E) commercial paper having an Approved Rating at the time of such
investment or pledge as security, or
(F) units of a money market fund which invests solely in obligations
described in (A) above or repurchase agreements backed by such obligations,
including money market funds for which the Trustee or any of its affiliates or
subsidiaries provide investment advisory or management services; and
(G) any other investments approved in writing by the Rating Agency.
"Permitted Lockboxes" shall mean the accounts numbered 01743113 and
01743121, established by the Trustee in the name of the Trust for the benefit of
the Certificateholders, and maintained with the Lockbox Bank for the purpose of
collecting payments made by Obligors, and any additional or subsequent accounts
as shall be agreed to by the Trustee and the Investor Certificateholder
Representative and is maintained with a Qualified Depository Institution.
"Person" shall mean any legal person, including any individual,
corporation, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, governmental entity or other entity of
similar nature.
"Qualified Depository Institution" shall mean a depository institution or
trust company organized under the laws of the United States of America or any
one of the states thereof
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or the District of Columbia, with deposit insurance provided by BIF or
SAIF, the long-term deposits of which have an Approved Long-Term Rating.
"Retina Agency" shall mean Duff, or if Duff is no longer rating the
Investor Certificates, Moody's, S&P or any similar entity providing such a
rating and approved by the Investor Certificateholder Representative.
"Rating Agency Condition" shall mean, with respect to any action, that the
Rating Agency shall have notified the Seller, the Servicer and the Trustee in
writing that such action will not result in a reduction or withdrawal of its
rating on any Certificates.
"Receivables" shall mean all Pool Receivables (as such term is defined in
the Receivables Purchase Agreement).
"Receivables Concentration Percentage" shall mean with respect to any
Accounting Period the percentage equivalent of a fraction calculated using the
financial information set forth in the related Monthly Servicer's Report with
respect to such Accounting Period, which shall never be less than 0% nor more
than 100%, the numerator of which is the current outstanding principal balance
of all Eligible Receivables in the Trust owing by any individual Obligor and the
denominator of which is the current aggregate outstanding principal amount of
all Eligible Receivables currently in the Trust.
"Receivables Information" shall have the meaning specified in subsection
2.2(b).
"Receivables Purchase Agreement" shall mean the Receivables Contribution
and Purchase Agreement dated of even date herewith among the Seller, CLC and the
Originators, as the same may be amended, modified or supplemented from time to
time in accordance with its terms.
"Record Date" shall mean, with respect to any Distribution Date, the last
day of the calendar month immediately preceding such Distribution Date, whether
or not such day is a Business Day.
"Recoveries" shall mean all amounts received (net of out-of-pocket costs of
collection), with respect to Receivables previously charged off as
uncollectible.
"Related Security" shall mean with respect to any Receivable:
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(i) all of the Seller's interest in any merchandise (including returned
merchandise) relating to any sale giving rise to such Receivable;
(ii) all other security interests or liens and property subject thereto
from time to time purporting to secure payment of such Receivable, whether
pursuant to the Contract related to such Receivable or otherwise, together with
all financing statements describing any collateral securing such Receivable; and
(iii) all guaranties, insurance and other agreements or arrangements of
whatever character from time to time supporting or securing payment of such
Receivable whether pursuant to the contract related to such Receivable or
otherwise.
"Required Minimum Seller Percentage" shall mean an amount equal to twenty
percent (20%) plus any Minimum Seller Percentage Adjustment.
"Requirements of Law" means any law, treaty, rule or regulation, or
determination of an arbitrator of, the United States of America, any state or
other political subdivision thereof or any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, whether federal, state or local (including any usury law) and,
when used with respect to any Person, the certificate of incorporation and
by-laws or other charter or other governing documents of such Person.
"Reserve Account" shall have the meaning specified in subsection 4.2(a).
"Reserve Amount" shall mean an amount equal to $1,000,000.
"Responsible Officer" shall mean any officer within the Corporate Trust
Office (or any successor group of the Trustee), including any Vice President,
any Assistant Secretary or any other officer of the Trustee customarily
performing functions similar to those performed by any person who at the time
shall be an above designated officer and also, with respect to a subject, a
particular officer to whom any corporate trust matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
"Revolving Period" shall mean the period of time from the Closing Date
until the earlier to occur of the Scheduled Maturity Date or the date of the
declaration of a Termination Event.
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"S&P" shall mean Standard & Poors Corporation.
"SAIF" shall mean the Savings Association Insurance Fund administered by
the FDIC.
"Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.
"Scheduled Maturity Date" shall mean May 13, 1995.
"Seller" shall mean Pickering Way Funding Corp., a Delaware corporation.
"Seller Certificate" shall mean the certificate executed by the Seller and
authenticated by the Trustee, substantially in the form of Exhibit 6.1(b).
"Seller Interest" shall mean at any time an undivided ownership interest in
the Trust not allocated to the Investor Interest, including the right to receive
Collections and other amounts at the time and in the amounts specified in
Article 4 of this Agreement to be paid to or on behalf of the holder of the
Seller Certificate.
"Seller Percentage" shall mean a percentage equal to 100% minus the
Investors Percentage.
"Seller Sub-Account" shall have the meaning specified in subsection 4.2(a).
"Servicer" shall mean initially, CLC, a Pennsylvania corporation, and its
permitted successors and assigns, and thereafter, any Person appointed as
successor as herein provided to service the Receivables and the Related
Security.
"Servicer Default" shall have the meaning specified in Section 10.1(e).
"Servicer Default Consent" shall have the meaning specified in subsection
10.1(e).
"Servicer Termination Notice" shall have the meaning specified in
subsection 10.1(e).
"Servicing Fee" shall have the meaning specified in Section 3.4.
"Servicing Officer" shall mean any officer of the Servicer involved in, or
responsible for, the administration and
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servicing of the Receivables and the Related Security whose name appears on
a list of servicing officers furnished to the Trustee by the Servicer, as such
list may from time to time be amended.
"Successor Servicer" shall have the meaning specified in subsection
10.2(a).
"Termination Event" shall have the meaning specified in Section 9.1.
"Total Systems Failure" means, in respect of any Distribution Date, a total
failure of the computer system (including but not limited to off-site backup
systems) of the Servicer which contain records relating to the Receivables and
the Related Security, the effect of which would make it impossible or
impracticable for the Servicer to perform the acts required to be performed
hereunder on or in anticipation of such Distribution Date.
"Transaction Documents" means this Agreement, the Receivables Purchase
Agreement, the Buyer Notes and each of the documents executed in connection
therewith.
"Transfer Agent and Registrar" shall have the meaning specified in Section
6.3 and shall initially be the Trustee.
"Trust shall mean the trust created by this Agreement, the corpus of which
shall consist of the Trust Assets.
"Trust Assets" shall have the meaning specified in Section 2.1.
"Trust Extension" shall have the meaning specified in subsection 12.1(a).
"Trust Termination Date" shall mean (i) unless a Trust Extension shall have
occurred, the day after the Distribution Date following the date on which funds
shall have been deposited in the Collection Account (A) for the payment of
Investor Certificateholders sufficient to pay in full the Investor Interest
plus accrued interest at the Certificate Rate through the date such funds are
paid to the Investor Certificateholders plus all fees and expenses of the
Trustee, the Servicer and any other Person as specified therein, or (ii) if a
Trust Extension shall have occurred, the Extended Trust Termination Date.
"Trustee" shall mean Fidelity Bank, National Association, a national
banking association, in its capacity as trustee on behalf of the Trust, and its
successors and any corporation resulting from or surviving any consolidation or
merger to which
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it or its successors may be a party and any successor trustee appointed as
herein provided.
"Unallocated Principal Sub-Account" shall have the meaning specified in
subsection 4.2(a).
"UCC" shall mean the Uniform Commercial Code, as amended from time to time,
as in effect in the Commonwealth of Pennsylvania, and any other state where the
filing of a financing statement is required to perfect an interest in the
Receivables and the Related Security and the proceeds thereof, or in any other
specified jurisdiction.
"Undivided Trust Interest" shall mean the undivided interest in the Trust
evidenced by a Certificate.
Section 1.2. Other Definitional Provisions.
1.2.1. Unless otherwise defined herein, capitalized terms defined in the
Receivables Purchase Agreement and used in this Agreement shall have the
respective meanings set forth therein.
1.2.2. All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.
1.2.3. As used herein and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in Section
1.1, and accounting terms partially defined in Section 1.1 to the extent not
defined, shall have the respective meanings given to them under generally
accepted accounting principles. To the extent that the definitions of accounting
terms herein are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained herein shall control.
1.2.4. The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; and Section, subsection,
Schedule and Exhibit references contained in this Agreement are references to
Sections, subsections, Schedules and Exhibits in or to this Agreement, unless
otherwise specified. The Monthly Servicer's Report, the form of which is
attached as Exhibit 3.6(b) to this Agreement, shall be in substantially the form
of Exhibit 3.6(b), with such changes as the Servicer may determine to be
reasonably necessary or desirable; Provided, however, that no such change shall
serve to exclude information required by
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this Agreement or in Exhibit 3.6(b) to this Agreement. The Servicer
shall, upon making such determination, deliver to the Trustee an Officer's
Certificate to which shall be annexed to the form of the related Exhibit, as so
changed. Upon the delivery of such Officer's Certificate to the Trustee, the
related Exhibit, as so changed, shall for all purposes of this Agreement and the
other Transaction Documents constitute such Exhibit. The Trustee may
conclusively rely upon such Officer's Certificate in determining whether the
related Exhibit, as changed, conforms to the requirements of this Agreement and
the other Transaction Documents.
Section 1.3. Investor Certificateholder Representative. The Investor
Certificateholders shall appoint a "representative," "investor representative,"
"agent" or similarly designated Person, (the "Investor Certificateholder
Representative") who shall have the right to vote, or to give or receive any
request, demand, authorization, direction, notice, consent or waiver, hereunder
on behalf of all of the Certificateholders.
ARTICLE 2
CONVEYANCE OF RECEIVABLES;
ISSUANCE OF CERTIFICATES
Section 2.1. Conveyance of Receivables. The Seller does hereby Convey to
the Trust without recourse (except as expressly provided herein), all of its
right, title and interest in and to (i) the Receivables now existing and
hereafter created and arising from time to time, (ii) all Related Security,
(iii) all monies due or to become due with respect thereto, (iv) all rights,
remedies, powers and privileges with respect to the Receivables and the Related
Security, (v) the rights, remedies, powers and privileges of the Seller (but not
its obligations) under the Receivables Purchase Agreement, (vi) all funds on
deposit in each of the Accounts (including investments made with such funds) and
(vii) all proceeds of the foregoing. Such property shall constitute the assets
of the Trust (collectively, the "Trust Assets").
In connection with such Conveyance, on or prior to the Closing Date the
Seller agrees to record and file, at its own expense, a financing statement or
financing statements (including thereafter any continuation statements with
respect to each such financing statements when applicable) with respect to the
Receivables and the Related Security and the other Trust Assets now existing and
hereafter created and the other Trust Assets meeting the requirements of
applicable state law in such manner and in such jurisdictions as are necessary
to perfect the
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Conveyance of the Receivables and the Related Security and the other
Trust Assets to the Trust and the first priority nature of the Trustee's
interest in the Trust Assets, and to deliver a file-stamped copy of each such
financing statement or continuation statement or other evidence of such filing
to the Trustee on or prior to the Closing Date, and in the case of any
continuation statements filed pursuant to this Section 2.1, as soon as
practicable after receipt thereof by the Seller. The foregoing Conveyance shall
be made to the Trust for the benefit of the Certificateholders, and each
reference in this Agreement and the other Transaction Documents to such
Conveyance shall be construed accordingly.
In connection with such Conveyance, the Seller agrees, at its own expense,
on or prior to the Closing Date, to deliver to the Trustee a computer file or
microfiche or written list containing a true and complete list of all such
Obligors, identified by setting forth the Receivable balance as of the Cut Off
Date. Such file or list shall be marked as Exhibit 2.1 to this Agreement,
delivered to the Trustee as confidential and proprietary, and is hereby
incorporated into and made a part of this Agreement.
The parties intend that if, and to the extent that, such Conveyance is not
deemed to be a sale, the Seller shall be deemed hereunder to have granted to the
Trust a first priority perfected security interest in all of the Seller's right,
title and interest in, to and under the Trust Assets now existing and hereafter
created and arising from time to time until the termination of the Trust, and
that this Agreement shall constitute a security agreement under applicable law.
Pursuant to the written request of the Seller, the Trustee shall cause
Certificates in authorized denominations evidencing the entire interest in the
Trust to be duly authenticated and delivered to or upon the order of the Seller
pursuant to Section 6.2.
Section 2.2. Acceptance by Trustee.
(a) The Trustee hereby acknowledges its acceptance, on behalf of the
Trust, of all right, title and interest previously held by the Seller in and to
the Trust Assets now existing and hereafter created from time to time until the
Trust Termination Date, and declares that it shall maintain such right, title
and interest, upon the Trust herein set forth, for the benefit of all
Certificateholders in accordance with the provisions of this Agreement. The
Trustee further acknowledges that, on or prior to the Closing Date, it has
received from the Seller the computer file or microfiche or written list
required
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to be delivered to it pursuant to the third paragraph of Section 2.1.
(b) The Trustee hereby agrees not to disclose to any Person any of the
information contained in the computer files or microfiche or written lists
delivered to the Trustee by the Seller pursuant to Section 2.1 ("Receivables
Information") except as is required in connection with the performance of its
duties hereunder or in enforcing the rights of the Certificateholders or to a
Successor Servicer appointed pursuant to Section 10.2 or as mandated pursuant to
any Requirement of Law applicable to the Trustee or its auditors or counsel. The
Trustee agrees to take such measures as shall be reasonably requested by the
Seller to protect and maintain the security and confidentiality of such
information, and, in connection therewith, shall allow the Seller to inspect the
Trustee's security and confidentiality arrangements from time to time during
normal business hours. If the Trustee is required by law to disclose any
Receivables Information, the Trustee shall provide the Seller with prompt
written notice of any such request or requirement so that the Seller may request
a protective order or other appropriate remedy, unless such notice is prohibited
by law. The Trustee shall use its reasonable efforts to provide the Seller with
written notice no later than five (5) days prior to any disclosure pursuant to
this subsection 2.2(b).
(c) The Trustee shall have no power to create, assume or incur
indebtedness or other liabilities in the name of the Trust other than as
contemplated in this Agreement.
Section 2.3. Representations and Warranties of the Seller. At each time
that any Pool Receivable is conveyed to the Trust and continuing until such time
as the Investor Certificates are paid in full, the Seller represents and
warrants to the Trustee and the Trust as follows:
(a) Organization and Good Standing. The Seller is a corporation duly
organized and validly existing under the laws of the State of Delaware and has
full corporate power, authority and legal right to execute, deliver and perform
its obligations under this Agreement and the other Transaction Documents and to
execute and deliver to the Trustee the Certificates pursuant hereto.
(b) Due Qualification. The Seller is duly qualified to do business and
is in good standing (or is exempt from such requirement) in any state required
in order to conduct its business, and has obtained all necessary licenses and
approvals with respect to the Seller required under applicable law.
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(c) Due Authorization and Execution. The execution and delivery of this
Agreement and the other Transaction Documents by the Seller and the consummation
of the transactions provided for in this Agreement and the other Transaction
Documents have been duly authorized by the Seller by all necessary corporate
action on its part and this Agreement and the other Transaction Documents has
been duly executed by the Seller.
(d) Enforceability. This Agreement and the other Transaction Documents
constitutes a legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except as such enforceability
may be limited by Debtor Relief Laws.
(e) No Conflict. The execution, delivery and performance of this
Agreement and the Receivables Purchase Agreement, the performance of the
transactions contemplated thereby and the fulfillment of the terms hereof and
thereof by the Seller, do not (i) contravene its Certificate of Incorporation or
By-Laws, (ii) violate any provision of, or require any filing, registration,
consent or approval under, any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award presently in effect having
applicability to the Seller, except for such filings, registrations, consents or
approvals, including the filings under the UCC required by this Agreement and
the Receivables Purchase Agreement, as have already been obtained and are in
full force and effect, (iii) result in a breach of or constitute a default or
require any consent under any indenture or loan or credit agreement or any other
agreement, lease or instrument to which the Seller is a party or by which it or
its properties may be bound or affected, or (iv) result in, or require, the
creation or imposition of any Lien upon or with respect to any of the properties
now owned or hereafter acquired by the Seller other than as specifically
contemplated by this Agreement or the Receivables Purchase Agreement.
(f) No Violation. The execution and delivery of this Agreement and the
other Transaction Documents and the Certificates, the performance of the
transactions contemplated by this Agreement and the other Transaction Documents
and the fulfillment of the terms hereof will not conflict with or violate in any
material respect any Requirements of Law applicable to the Seller.
(g) No Proceedings. There are no proceedings pending or, to the best
knowledge of the Seller, threatened against the Seller before any court,
regulatory body, administrative
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agency, or other tribunal or governmental instrumentality (i) asserting the
invalidity of this Agreement, the Receivables Purchase Agreement or the
Certificates, (ii) seeking to prevent the issuance of the Certificates or the
consummation of any of the transactions contemplated by this Agreement, the
Receivables Purchase Agreement or the Certificates, (iii) seeking any
determination or ruling that, in the reasonable judgment of the Seller, would
materially and adversely affect the performance by the Seller of its obligations
under this Agreement or the Receivables Purchase Agreement, (iv) seeking any
determination or ruling that would materially and adversely affect the validity
or enforceability of this Agreement, the Receivables Purchase Agreement or the
Certificates or (v) seeking to affect adversely the income tax attributes of the
Trust.
(h) All Consents Required. All approvals, authorizations, consents,
orders or other actions of any Person or of any governmental body or official
required in connection with the execution and delivery of this Agreement, the
Receivables Purchase Agreement and the Certificates, the performance of the
transactions contemplated by this Agreement or the Receivables Purchase
Agreement and the fulfillment of the terms hereof, have been obtained.
(i) Accuracy of Information. All information heretofore or hereafter
delivered to the Trustee on behalf of the Trust concerning the transaction
described in this Agreement and the other Transaction Documents is true,
accurate and correct.
(j) Principal Place of Business; Other Offices. The principal place of
business and chief executive office of the Seller, and the offices where the
Seller keeps its records concerning the Receivables is located at 102 Pickering
Way, Exton, PA 19341 or, by notice to the Trustee and the Investor
Certificateholder Representative in accordance with Section 13.5, at such other
locations in jurisdictions where all actions reasonably requested by the Trustee
and the Investor Certificateholder Representative to protect and perfect the
Trustees' interest in the Receivables of the Seller have been taken and
completed. During the immediately preceding four (4) calendar month period, the
Seller has not changed the physical location of any of its other offices.
(k) Lockbox Bank. The names and addresses of the Lockbox Bank, together
with the account numbers of the Permitted Lockboxes at such Lockbox Bank, are
specified in Exhibit 2.3(k) hereto (or at such other Lockbox Bank and/or with
such other Permitted Lockboxes, notice of which has been given to the Trustee
and the Investor Certificateholder Representative in accordance herewith).
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(l) Tax Returns. All necessary tax returns have been filed on or prior
to, as appropriate, their scheduled or extended due dates.
(m) Bulk Sales Law. The transfer of Receivables hereunder shall not
constitute "bulk transfers" under, or otherwise be subject to, the Uniform
Commercial Code - Bulk Transfers, including Chapter 61 of the Pennsylvania
Uniform Commercial Code, 13 PA C.S.A. Section 6101, et seq.
(n) Trade Names. The business conducted by the Seller in the United
States within six (6) years prior to and as of the Closing Date has not been
conducted under any corporate, trade or fictitious name.
(o) Litigation. As of the Closing Date, there is no pending or
threatened action proceeding affecting such the Seller or any of its Affiliates
before any court, governmental agency or arbitrator which may materially
adversely affect the assets or the financial condition or operations of the
Seller and its Affiliates taken as a whole or the ability of the Seller to
perform its obligations under this Agreement or the other Transaction Documents,
or which purports to affect the legality, validity or enforceability of this
Agreement or any other Transaction Document.
(p) Servicer Reports. Each Daily Servicer's Report and each Monthly
Servicer's Report (to the extent that information contained therein is supplied
by the Seller or an Affiliate of the Seller), exhibit, financial statement,
document, book, record or report and all information furnished or to be
furnished at any time by or on behalf of the Seller in connection with this
Agreement or the other Transaction Documents is or will be accurate in all
material respects as of its date or (except as otherwise disclosed to the
recipient at such time) as of the date so furnished. In reference to any
financial information, the term "material", as used in this subsection (p.),
shall mean material in relation to the financial information so provided.
(q) Eligible Receivables. Each Receivable which is identified by or on
behalf of the Seller as an Eligible Receivable in a Monthly Servicer's Report or
Daily Servicer's Report, as the case may be, is an Eligible Receivable on and as
of such date.
(r) Solvency of Seller. The Seller is solvent on each date that
Receivables are transferred to the Seller by the Originators pursuant to the
Receivables Purchase Agreement and
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each time that Receivables are transferred by the Seller to the Trust
pursuant to this Agreement.
(s) Transfers Not Fraudulent. No transfer of Receivables under the
Receivables Purchase Agreement or under this Agreement is fraudulent within the
meaning of Section 548(a) of the Bankruptcy Code of the United States of
America.
The representations and warranties set forth in this Section 2.3 shall
survive the transfer and assignment of the respective Receivables to the Trust
and the termination of the rights and obligations of the Servicer pursuant to
Section 10.1 and continue until the Investor Certificates have been repaid in
full.
Section 2.4. Representations and Warranties of the Seller Relating to the
Receivables and the Related Security; Notice of Breach.
(a) Valid Conveyance and Assignment; Eligibility of Receivables.
The Seller hereby represents and warrants to the Trust as of the Closing
Date and as of each date that Receivables are conveyed to the Trust:
(i) This Agreement constitutes either (A) a valid sale to the Trust of
all right, title and interest of the Seller in and to the Receivables and the
Related Security and the other Trust Assets now existing and hereafter created
and arising from time to time until the Trust Termination Date, and such
property will be held by the Trust free and clear of any Lien of any other
Person except for the interest of the Holder of the Seller Certificate or (B) a
grant of a security interest (as defined in the UCC as in effect in any
applicable jurisdiction) in such property to the Trust, which is enforceable
with respect to the Trust Assets now existing and hereafter created until the
Trust Termination Date, upon such creation. To the extent that this Agreement
constitutes the grant of a security interest to the Trust in such property, upon
the filing of the financing statements described in Section 2.1 and in the case
of the Receivables and the Related Security hereafter created and the proceeds
of the foregoing, upon such creation, the Trust shall have a first priority
perfected security interest in such property (subject to Section 9-306 of the
UCC as in effect in any applicable jurisdiction). Neither the Seller nor any
Person claiming through or under the Seller shall have any claim to or interest
in the Accounts to the extent that this Agreement constitutes the grant of a
security interest in such property, except for the interest of the Seller in
such property as a
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debtor for purposes of the UCC as in effect in any applicable
jurisdiction.
(ii) Each Receivable then existing has been Conveyed to the Trust in
compliance, in all material respects, with all Requirements of Law applicable to
the Seller.
(iii) With respect to each Receivable, all consents, licenses, approvals
or authorizations of or registrations or declarations with any Governmental
Authority required to be obtained, effected or given by the Seller in connection
with the Conveyance of such Receivable to the Trust have been duly obtained,
effected or given and are in full force and effect.
(iv) As of the Cut Off Date, (A) Exhibit 2.1 to this Agreement and the
related computer file or microfiche or written list is an accurate and complete
listing in all material respects of all the Obligors, (B) the information
contained therein with respect to the identity of such Obligors and the
Receivables and the Related Security described therein is true and correct in
all material respects, (C) each Receivable described therein is an Eligible
Receivable and (D) the aggregate Account Balance of all Eligible Receivables was
$23,043,168.
(b) Survival. The representations and warranties set forth in this
Section 2.4 shall survive the Conveyance of any of the respective Receivables
and the other Trust Assets to the Trust and the termination of the rights and
obligations of the Servicer pursuant to Section 10.1 and continue until the
Investor Certificates are repaid in full.
(c) Notice of Breach. Upon discovery by the Seller, the Servicer or the
Trustee of a breach of any of the representations and warranties set forth in
Section 2.3 or 2.4, the party discovering such breach shall give notice to the
other parties hereto and the Investor Certificateholder Representative as soon
as practicable and in any event within ten (10) Business Days following such
discovery.
Section 2.5. Covenants of the Seller. The Seller hereby covenants that:
(a) Receivables to be Accounts. The Seller will take no action to cause
any Receivable to be evidenced by any instrument (as defined in the UCC as in
effect in any applicable jurisdiction). Each Receivable shall be payable
pursuant to a Contract which does not create a Lien on any goods purchased
thereunder. The Seller will take no action to cause any Receivable to be
anything other than an "account" or the
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"proceeds" thereof for purposes of the UCC as in effect in any
applicable jurisdiction.
(b) Credit and Collection. The Seller shall (and shall cause the
Servicer to) comply with and perform its obligations under the Credit and
Collection Policy except insofar as any failure to comply or perform would not
materially and adversely affect the rights of the Trust or the
Certificateholders. The Seller may change the terms and provisions of the
Credit and Collection Policy in any respect, unless such change (i) would be
reasonably likely to have a material adverse effect on the collectibility of the
Receivables and the Related Security or (ii) would materially change the general
credit requirements imposed on Obligors and the Related Security, in which event
such change may only be made with the consent of the Investor Certificateholder
Representative; provided that if any change made without the consent of the
Investor Certificateholder Representative is later determined by the Seller or
any Investor Certificateholder Representative to have had a material adverse
effect on the collectibility of the Receivables and the Related Security or on
the general credit requirements imposed on Obligors, then the Seller shall
promptly revise its Credit and Collection Policy in order to prevent any such
material adverse effect from occurring thereafter.
(c) Notice of Adverse Claims. The Seller shall notify the Trustee and
the Investor Certificateholder Representative after becoming aware of any Lien
on any Receivable.
(d) Information Provided to Rating Agency. The Seller will use its best
efforts to cause all information provided to the Rating Agency pursuant to this
Agreement and the other Transaction Documents or in connection with any action
required or permitted to be taken under this Agreement and the other Transaction
Documents to be complete and accurate in all material respects.
(e) Offices, Records and Books of Account. The Seller will keep its
principal place of business and chief executive office and the office where it
keeps its records concerning the Receivables and the Related Security at the
address of the Seller set forth under its name on the signature page to the
Agreement and the other Transaction Documents or, upon thirty (30) days' prior
written notice to the Trustee and the Investor Certificateholder
Representative, at any other locations in jurisdictions where all actions
reasonably requested by the Trustee or the Investor Certificateholder
Representative to protect and perfect the Trust's interest in the Receivables
and the Related Security have been taken and completed. The Seller also will
maintain and implement administrative and
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operating procedures (including, without limitation, an ability to
recreate records evidencing Receivables in the event of the destruction of the
originals thereof), and keep and maintain all documents, books, records and
other information reasonably necessary or advisable for the collection of all
Receivables (including, without limitation, records adequate to permit the daily
identification of each Receivable and all Collections of and adjustments to each
existing Receivable).
(f) Compliance with Laws, etc. The Seller will comply in all material
respects with all applicable laws, rules, regulations, judgments, decrees and
orders (including, without limitation, those relating to the Receivables, the
Related Security and the related contracts and any other agreements related
thereto).
(g) Certain Reporting Requirements of the Seller. Unless the Trustee
shall otherwise consent in writing, the Seller shall furnish to the Trustee and
the Investor Certificateholder Representative:
(i) Termination Events. As soon as possible, and in any event within
five (5) Business Days after the Seller has obtained knowledge of the occurrence
of any Termination Event or any unmatured Termination Event, a written statement
of a Responsible Officer of the Seller describing such event and the action that
the Seller proposes to take with respect thereto, in each case in reasonable
detail; and
(ii) Other. Promptly, from time to time, such other information,
documents, records or reports respecting the Receivables or the Related Security
or such other information respecting the condition or operations, financial or
otherwise, of the Seller as the Trustee or the Investor Certificateholder
Representative may from time to time reasonably request in order to protect the
interests of the Trustee, the Trust or the Investor Certificateholders under or
as contemplated by this Agreement and the other Transaction Documents.
(h) Sales, Liens, etc. Except for the conveyances hereunder and under
the Receivables Purchase Agreement, the Seller will not sell, pledge, assign (by
operation of law or otherwise) or otherwise dispose of, or grant, create, incur,
assume or permit to exist any Lien upon or with respect to any Receivable,
related contract, Related Security or other Trust Asset, or any interest
therein, or assign any right to receive income from or in respect of any of the
foregoing, and the Seller shall defend the right, title and interest of the
Trust in, to and under the Trust Assets, whether now existing or hereafter
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created, against all claims of third parties claiming through or under
the Seller.
(i) Mergers, Acquisitions, Sales, etc. The Seller shall not:
(i) be a party to any merger or consolidation, or directly or
indirectly purchase or otherwise acquire all or substantially all of the assets
or any stock of any class of, or any partnership or joint venture interest in,
any other Person, or, except pursuant to the Transaction Documents, sell,
transfer, assign, convey or lease all of any substantial part of its assets, or,
directly or indirectly, sell, transfer, assign, convey or lease, whether in one
transaction or a series of transactions, all or any substantial part of its
assets, or sell or assign with or without recourse any Receivables or Related
Security (other than pursuant hereto);
(ii) make, incur or suffer to exist an investment in, equity
contribution to, loan or advance to, or payment obligation in respect of the
deferred purchase price of property from, any other Person other than reasonable
and customary operating expenses; or
(iii) create any direct or indirect subsidiary or otherwise acquire
direct or indirect ownership of any equity interests in any other Person.
(j) Required Net Worth. The Seller shall not permit its net worth at any
time to be less than $5,000,000.
(k) Change in Name. The Seller will not change its corporate name or the
name under or by which it does business, and CLC will not permit any Originator
to change its corporate name or the name under or by which it does business,
unless the Seller shall have given the Servicer and the Trustee prior written
notice thereof and, within twenty-one (21) days after any such change in name,
the Seller shall file (or cause to be filed) such financing statements or
amendments as may be necessary to continue the perfection of the Trust's
security interest in the Receivables, the Related Security and the proceeds
thereof.
(1) Amendment of Certificate of Incorporation; Change in Business. The
seller will not amend its Certificate of Incorporation or By-Laws, or engage in
any business other than as contemplated by the Transaction Documents, without
(i) the written consent of the Trustee and the Investor Certificateholder
Representative and (ii) written confirmation from the Rating Agency that such
amendment or such change in the Seller's
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business will not result in the reduction or withdrawal of the rating of
any of the Investor Certificates.
(m) Amendments to Transaction Documents. The Seller will not amend or
otherwise modify or supplement any Transaction Document to which it is a party
(including, without limitation, the Receivables Purchase Agreement or any Buyer
Note) unless the Trustee shall have given its prior written consent to each such
amendment, modification or supplement, which consent shall not be unreasonably
withheld or delayed.
(n) Enforcement of Transaction Documents. The Seller will enforce the
Receivables and the Related Security, the covenants and agreements of the
Originators in the Receivables Purchase Agreement and the other Transaction
Documents to which Seller is a party to the extent it determines in good faith
that such enforcement is necessary or appropriate, unless instructed otherwise
by the Trustee or by the Trustee at the direction of the Investor
Certificateholder Representative in connection with the exercise of the
Trustee's rights as assignee of the Seller's rights, title and interest in, to
and under the Transaction Documents to which Seller is a party.
(o) Other Indebtedness. The Seller shall not (i) create, incur or permit
to exist any indebtedness, guaranty or liability or (ii) cause or permit to be
used for its account any letters of credit of bankers' acceptances, except for
indebtedness incurred pursuant to the Buyer Notes, other liabilities
specifically permitted to be incurred by the Seller pursuant to or in connection
with the Transaction Documents and reasonable and customary operating expenses.
(p) Separate Corporate Existence. The Seller hereby acknowledges that
the Trustee and the Investor Certificateholders are, and will be, entering into
the transactions contemplated by the Transaction Documents in reliance upon the
Seller's identity as a legal entity separate from the Originators, the Servicer
and CLC. Therefore, from and after the Closing Date, the Seller shall take all
reasonable steps to continue its identity as a separate legal entity and to make
it apparent to third Persons that the Seller is an entity with assets and
liabilities distinct from those of the Servicer, CLC, the Originators and any
other Person, and that the Seller is not a division of the Servicer, CLC, any
Originator or any other Person. Without limiting the generality of the
foregoing, the Seller shall take such actions as shall be required in order
that:
(i) the Seller will be a limited purpose corporation whose primary
activities will be restricted in its
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Certificate of Incorporation to purchasing Receivables and Related
Security from the Originators, entering into agreements for the servicing of
such Receivables and Related Security, transferring Receivables and Related
Security to the Trust and conducting such other activities as it deems necessary
or appropriate to carry out its primary activities;
(ii) Not less than one member of the Seller's Board of Directors (the
"Independent Director") will be an individual who is not a direct, indirect or
beneficial stockholder, officer, director, employee, affiliate, associate,
customer, agent, counsel, investment banker or supplier of CLC, the Seller or
any Originator or any of their Affiliates. The Seller's Board of Directors will
not approve, or take any other action to cause the filing of, a voluntary
bankruptcy petition with respect to the Seller unless the Independent Director
will approve the taking of such action in writing prior to the taking of such
action;
(iii) The Seller will restrict its Independent Director from at any
time serving as a trustee in bankruptcy for any Affiliate of CLC, any Originator
or the Seller;
(iv) The Seller will compensate any of its employees, consultants or
agents from the Seller's own funds for services provided to the Seller, except
as provided herein in respect of Servicing Fee;
(v) The Seller will contract with the Servicer to perform for the
Seller on behalf of the Trust, as owner of the Receivables all operations
required on a daily basis to service the Receivables. The Seller will not incur
any material indirect or overhead expenses for items shared between the Seller
and any Affiliate thereof which are not reflected in the Servicing Fee, such as
legal, auditing and other professional services, that will be allocated to the
extent practical on the basis of actual use or the value of services rendered,
and otherwise on a basis reasonably related to the actual use or the value of
services rendered, it being understood that CLC will pay all expenses relating
to the preparation, negotiation, execution and delivery of the Transaction
Documents, including, without limitation, legal, commitment, agency and other
fees;
(vi) The Seller's operating expenses or liabilities will not be paid
by any Affiliate of CLC, any Originator or the Seller;
(vii) The Seller will maintain separate corporate records and books
of account and will have separate
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telephone numbers, mailing addresses, stationery and other business
forms;
(viii) All financial statements of CLC or any Affiliate thereof that
are consolidated to include the Seller and are used other than for internal
purposes by CLC or any Affiliate thereof will contain detailed notes clearly
stating that (A) all of the Seller's assets are owned by the Seller, and (B) the
Seller is a separate corporate entity with creditors who have received ownership
of and security interests in the Seller's assets;
(ix) The Seller will act solely in its corporate name and through its
duly authorized officers or agents so as not to mislead others as to the
identity of the company with which those others are concerned;
(x) The Seller will not commingle its assets or funds with those of
any Originator, CLC or any affiliate thereof;
(xi) The Seller will not, directly or indirectly, be named and will
not enter into an agreement to be named as a direct or contingent beneficiary or
loss payee on any insurance policy covering the property of any Originator, CLC
or any Affiliate thereof; and
(xii) The Seller will maintain arm's-length relationships with each
Originator, CLC and any Affiliate thereof. Any such Person that renders or
otherwise furnishes services to the Seller will be compensated by Seller at
market rates for such services. Neither the Seller nor any such Person will be
or will hold itself out to be responsible for the debts of the other or the
decisions or actions respecting the daily business and affairs of the other. All
business correspondence of Seller shall be in its own name only.
(q) Preservation of Corporate Existence. The Seller shall take all
actions necessary to maintain its current status as a corporation in good
standing under the laws of the State of Delaware.
(r) Future Contracts. The Seller shall use all reasonable efforts to
insert a clause in the future Contracts with Obligors waiving the offset rights
of each such Obligor.
Section 2.6. Trustee May Perform. If the Seller fails to perform any of its
agreements or obligations under this Agreement and the other Transaction
Documents, the Trustee may (but shall not be obligated to) itself perform, or
cause the
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performance of, such agreement or obligation, and the expenses incurred in
connection therewith shall be payable by the Seller as provided in Section 11.5.
Section 2.7. No Assumption of Liability. Nothing in this Agreement and
the other Transaction Documents shall constitute or is intended to result in
the creation or assumption by the Trust, the Trustee, the Investor
Certificateholder Representative or any Certificateholder of any obligation of
the Seller or the Servicer or any other Person to any Obligor in connection with
the Receivables and the Related Security or any other agreements or instruments
relating thereto or in connection with the Receivables Purchase Agreement.
Section 2.8. Conditions Precedent to Issuance of Certificates. The
Certificates shall not be issued until the conditions precedent set forth below
are satisfied to the reasonable satisfaction of the Trustee and the Investor
Certificateholder Representative:
(a) Conditions Precedent Under Receivables Purchase Agreement. The Buyer
shall certify in writing to the Trustee and the Investor Certificateholder
Representative that each of the conditions precedent set forth in Sections 3.2
and 3.3 of the Receivables Purchase Agreement have been satisfied and the
Trustee and the Investor Certificateholder Representative or their respective
counsel shall have received copies of all documents delivered under such
Sections.
(b) Additional Pre-Closing Documents. Each of the documents described in
Exhibit 2.8(b) shall have been executed and delivered by and to the appropriate
parties thereto and the Trustee and the Investor Certificateholder
Representative or their respective counsel shall have received copies thereof.
(c) Correctness and Accuracy of Representations, Warranties and
Covenants; Termination Events. The representation and warranties made by the
Seller, the Servicer and each of the Originators in the Transaction Documents to
which it is a party shall be true and correct in all material respects on and as
of the Closing Date as if made on the Closing Date (except to the extent a
different date is specified in any such document); the Seller, each Originator
and the Servicer shall have performed and complied with all of the agreements
and conditions in each of the Transaction Documents required to be performed or
complied with by it on or before the Closing Date; and no event shall have
occurred or condition shall exist which would constitute a "Termination Event"
under this Agreement or the Receivables Purchase Agreement or with the lapse of
time or giving of notice on both, would constitute such a Termination Event.
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(d) Opinions. The Trustee and the Investor Certificateholder
Representative shall have received opinion letters, dated the Closing Date, of
Pepper, Hamilton and Scheetz as to the matters set forth in Exhibit 2.8(d)
hereof.
Section 2.9. Distribution of Initial Proceeds From Sale of Investor
Certificates. On the Closing Date, the Trustee shall allocate the proceeds
received in connection with the issuance of the Investor Certificates into the
Accounts in the manner set forth below:
(i) Reserve Account - $1,000,000;
(ii) Unallocated Principal Sub-Account -
$4,976,363; and
(iii) Seller Sub-Account - $17,023,637
ARTICLE 3
ADMINISTRATION AND SERVICING
OF RECEIVABLES
Section 3.1. Acceptance of Appointment and Other Matters Relating to the
Servicer.
(a) The servicing, administering and collection of the Receivables and
the Related Security shall be conducted by the Persons designated as the
Servicer hereunder from time to time in accordance with this Section 3.1. Until
the Trustee gives a Servicer Termination Notice to CLC pursuant to Section 10.1,
CLC is hereby designated as, and CLC hereby agrees to act as, the Servicer under
this Agreement and the other Transaction Documents with respect to the
Receivables and the Related Security, and the Certificateholders by their
acceptance of the Certificates consent to CLC acting as the Servicer.
(b) Delegation of Certain Servicing Activities. In the ordinary course
of business, the Servicer may at any time delegate its duties hereunder with
respect to the Receivables and the Related Security to any of the Originators
who agree to conduct such duties in accordance with the Credit and Collection
Policy and this Agreement and the other Transaction Documents on behalf of the
Trust as the owner of the Receivables. Each such Originator to whom any such
duties are delegated in accordance with this Section 3.1(b) is herein called a
"Sub-Servicer". Notwithstanding any such delegation by the Servicer, the
Servicer shall remain liable for the performance of all duties and obligations
of the Servicer pursuant to the terms of this Agreement and the other
Transaction Documents and such delegation shall not
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relieve the Servicer of its liability and responsibility with respect to
such duties. The fees and expenses of any such Sub-Servicers shall be as agreed
between the Servicer and such Sub-Servicers from time to time and none of the
Trust, the Trustee or the Certificateholders shall have any responsibility
therefore.
(c) Termination. The designation of the Servicer (and each Sub-Servicer)
under this Agreement (and, in the case of any Sub-Servicer, under this Agreement
and the other Transaction Documents or other document in which the Servicer
makes a delegation of servicing duties to such Sub-Servicer) shall automatically
cease and terminate upon termination of the Trust pursuant to Section 12.1.
Section 3.2. Duties of the Servicer and the Seller.
(a) Appointment of the Servicer as Agent; Duties in General. Each of the
Seller and the Trustee hereby appoints the Servicer from time to time designated
pursuant to Section 3.1 as its agent to enforce their respective rights and
interests in and under the Receivables and the Related Security. The Servicer
shall collect, administer and service the Receivables and the Related Security
in accordance with its customary and usual servicing procedures for servicing
comparable receivables and in accordance with the Credit and Collection Policy
and applicable Requirements of Law. As agent for the Seller and the Trust, the
Servicer shall, subject to the terms and provisions of this Agreement and the
other Transaction Documents, have full power and authority, acting alone or
through any Person properly designated by it in accordance with Section 3.1(b),
to do any and all things in connection with such servicing and administration
which it may deem necessary or appropriate. The Trustee shall furnish the
Servicer with any documents necessary or appropriate to enable the Servicer to
carry out its servicing and administrative duties hereunder.
The Servicer shall take or cause to be taken all such actions as it
deems necessary or appropriate to collect each Receivable and Related Security
(and shall cause each Sub-Servicer, if any, to take or cause to be taken all
such actions as the Servicer deems necessary or appropriate to collect each
Receivable and Related Security transferred by it to Seller) from time to time,
all in accordance with applicable law and in accordance with the Credit and
Collection Policy.
Without limiting the generality of the foregoing and subject to Section
10.1, the Servicer or its designee is hereby authorized and empowered, unless
such power and authority is revoked by the Trustee on account of the occurrence
of a Servicer Default pursuant to Section 10.1, (i) to instruct the Trustee to
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make withdrawals and payments from the Accounts as set forth in this
Agreement and the other Transaction Documents, (ii) to execute and deliver, on
behalf of the Trust for the benefit of the Certificateholders, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments, with respect to the Receivables
and the Related Security, (iii) to make any filings, reports, notices,
applications and registrations with, and to seek any consents or authorizations
from, the Securities and Exchange Commission and any state securities authority
on behalf of the Trust as may be necessary or appropriate to comply with any
federal or state securities laws or reporting requirements or other laws or
regulations, and (iv) after the delinquency of any Receivable or any default in
connection with a Related Security and to the extent permitted under and in
compliance with all applicable laws, rules, regulations, judgments, orders and
decrees of courts and other governmental authorities (whether federal, state,
local or foreign) and all other tribunals, to commence collection proceedings
with respect to the Receivables and the Related Security and otherwise to
enforce the rights and interests of the Trust and the Certificateholders in, to
and under such Receivables and the Related Security, unless the Trustee, at the
direction of the Investor Certificateholder Representative, otherwise revokes
such authority in writing. The Trustee shall promptly comply with the
instructions of the Servicer to withdraw funds and make payments from the
Accounts pursuant to the terms of this Agreement and the other Transaction
Documents. The Trustee shall furnish the Servicer with any powers of attorney
and other instruments and documents that are necessary or appropriate to enable
the Servicer to carry out its servicing and administrative duties hereunder.
(b) Identification and Transfer of Collections Other than Collections of
Receivables. Following notification that collections of any receivable or other
intangible which is not a Collection of a Receivable or a Related Security have
been deposited into a Permitted Lockboxes or the Accounts, the Servicer shall
cause all such collections to be segregated, apart and in different accounts,
from the Permitted Lockboxes and the Accounts. Without limiting the provisions
of Section 3.1, the Servicer shall cause Collections and all other Trust Assets
that consist of cash or cash equivalents to be deposited into the Permitted
Lockboxes and the Accounts pursuant to the terms and provisions of Article 4 of
this Agreement. The Servicer and, to the extent applicable, the Trustee, shall
hold all such funds in trust, separate and apart from such Person's other funds.
On each Business Day, after such misapplied collections have been reasonably
identified by the Servicer to the Trustee, the Servicer shall instruct the
Trustee to turn over to the Seller all such misapplied collections less all
reasonable and
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appropriate out-of-pocket costs and expenses, if any, incurred by the
Servicer in collecting such receivables.
(c) Documents and Records. At any time when CLC shall not be the
Servicer, CLC shall, upon the request of the then-acting Servicer, cause each
Originator to deliver to the Servicer, and the Servicer shall hold in trust for
the Seller and the Trustee in accordance with their respective interest, copies
of all records (including, without limitation, computer tapes or disks and
purchase orders and invoices related to the Receivables and the Related
Security) that evidence or relate to the Receivables and Related Security of
such Originator.
(d) Authorization to Act as the Seller's Agent. Without limiting the
generality of Section 3.2(a), the Seller hereby appoints the Servicer as its
agent for the following purposes: (i) specifying accounts to which payments are
to be made to the Seller, (ii) making transfers among, and deposits to and
withdrawals from, all deposit accounts of the Seller for the purposes described
in this Agreement and the Receivables Purchase Agreement, and (iii) arranging
payment by the Seller of all fees, expenses and other amounts payable by the
Seller pursuant to this Agreement and the Receivables Purchase Agreement. The
Seller irrevocably agrees that (A) it shall be bound by all actions taken by the
Servicer pursuant to the preceding sentence, and (B) the Trustee and the banks
holding all deposit accounts of the Seller are entitled to accept submissions,
determinations, selections, specifications, transfers, deposits and withdrawal
requests, and payments from the Servicer on behalf of the Seller.
(e) Grant of Power of Attorney. The Seller and the Trustee hereby each
grant to the Servicer a power of attorney, with full power of substitution, to
take in the name of the Seller and the Trustee all steps which are necessary or
appropriate to endorse, negotiate, deposit or otherwise realize on any writing
of any kind held or transmitted by the Seller or transmitted or received by the
Trustee (whether or not from the Seller) in connection with any Receivable or
Related Security. The power of attorney that the Seller and the Trustee have
granted to the Servicer pursuant to this Section 3.2(e) may be revoked by the
Trustee upon a Servicer Default or at the direction of the Investor
Certificateholder Representative, and shall be revoked by the Seller, on the
date on which the Trustee shall be entitled to exercise the powers granted to
the Trustee pursuant to Section 3.2(a).
(f) Turnover of Collections. If the Servicer, the Seller or any of their
respective agents or representatives shall at any time receive any cash, checks
or other instruments constituting Collections, such recipient shall segregate
such
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payments and hold such payments in trust for and in a manner acceptable
to the Trustee and shall, promptly upon receipt (and in any event within two (2)
Business Days following receipt), remit all such cash, checks, and instruments,
duly endorsed or with duly executed instruments of transfer, to the Collection
Account.
(g) Computer Software, Hardware and Services. The Seller shall use
reasonable efforts to provide the Servicer with such sublicenses and/or
assignments of contracts as the Servicer or the Trustee shall require with
regard to all services and computer hardware or software that relate to the
servicing of the Receivables or the Related Security.
Section 3.3. Permitted Lockboxes.
(a) The Permitted Lockboxes shall be maintained in the name of the
Trustee on behalf of the Trust pursuant to a lockbox agreement substantially in
the form of Exhibit 3.3 hereto (the "Lockbox Agreement"). Unless instructed
otherwise by the Servicer or, after the occurrence and continuance of a Servicer
Default, the Trustee, the Lockbox Bank shall be instructed to remit, on a daily
basis, via overnight or same day transfer, all amounts deposited in the
Permitted Lockboxes maintained with it to the Collection Account. None of the
Originators, the Seller, the Servicer, or any Person claiming by, through or
under any Originator, the Seller or the Servicer shall have any control over the
use of, or any right to withdraw any item or amount from, the Permitted
Lockboxes except as expressly provided in this Agreement and the other
Transaction Documents or the Lockbox Agreement. The Servicer and the Trustee are
each hereby irrevocably authorized and empowered, as the Seller's
attorney-in-fact, to endorse any item deposited in a lockbox or presented for
deposit in the Permitted Lockboxes requiring the endorsement of the Seller,
which authorization is coupled with an interest.
(b) The Servicer shall instruct (or shall cause the Originators to
instruct) all Obligors to make all payments due to the Seller or any of the
Originators relating to or constituting Collections (or any proceeds thereof) to
the Lockbox Bank for deposit in the Permitted Lockboxes. If the Servicer, the
Seller or any Originator receives any Collections or any other payment of
proceeds of any other Related Security, the Servicer shall cause such recipient
to segregate such payments and hold such payments in trust for the Trustee, and
such Person shall as soon as practicable, but not later than the second Business
Day following receipt of such item by such Person, deposit such payment in the
Permitted Lockboxes or the Collection Account. The Servicer (if CLC) shall, and
shall cause the Seller and the Originators to, use reasonable efforts to prevent
the
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deposit of any amounts other than Collections and other Trust Assets in
the Permitted Lockboxes. In the event that the Servicer is notified by any
Originator that any amount other than Collections or other Trust Assets have
been deposited in the Permitted Lockboxes, the Servicer shall promptly instruct
the appropriate Lockbox Bank and the Trustee to segregate such amount, and shall
direct such Lockbox Bank or the Trustee (as appropriate) to turn over such
amounts to the applicable Originator to whom such amounts are owed.
(c) The Trustee will instruct the Lockbox Bank and, if the Trustee fails
so to instruct, the Trustee hereby grants to the Servicer the authority
to instruct the Lockbox Bank, to transfer on a daily basis to the Collection
Account all amounts on deposit in the Lockbox Accounts maintained with such
Lockbox Bank.
Section 3.4. Servicing Compensation.
(a) As compensation for its servicing activities hereunder and
reimbursement for its expenses as set forth in the immediately following
paragraph, on each Distribution Date in accordance with the provisions of
Section 4.3(b), the Servicer shall be entitled to receive solely from the assets
of the Trust a servicing fee in respect of any Interest Period prior to the
termination of the Trust pursuant to Section 12.1 (with respect to each Interest
Period, the "Servicing Fee") which shall equal .03125% of all Receivables
collected by the Servicer during such Interest Period, calculated using the
financial information set forth on the three (3) immediately preceding Monthly
Servicer's Reports.
(b) The Servicer's expenses include the amounts due to the Trustee
pursuant to Section 11.5 and the reasonable fees and disbursements of
independent public accountants and all other expenses incurred by the Servicer
in connection with its activities hereunder; provided, that the Servicer shall
not be liable for any liabilities, costs or expenses of the Trust, the Investor
Certificateholder Representative or the Investor Certificateholders arising
under any tax law, including without limitation any federal, state or local
income or franchise taxes or any other tax imposed on or measured by income (or
any interest or penalties with respect thereto or arising from a failure to
comply therewith). The Servicer shall be required to pay such expenses as for
its own account and shall not be entitled to any payment therefor other than the
Servicing Fee.
Section 3.5. Representations, Warranties and Covenants of the Servicer.
CLC, as initial Servicer, hereby makes, and any Successor Servicer by its
appointment hereunder shall make, the
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following representations, warranties and covenants (the representations
and warranties below to be modified, if appropriate, with respect to any
Successor Servicer to reflect a different jurisdiction of organization or type
of institution) on which the Trustee has relied in accepting the Receivables and
the Related Security in trust:
(a) Organization and Good Standing. The Servicer is a corporation duly
organized and validly existing under the laws of the Commonwealth of
Pennsylvania and has full corporate power, authority and legal right to own its
properties and conduct its business as such properties are presently owned and
such business is presently conducted, and to execute, deliver and perform its
obligations under this Agreement and the other Transaction Documents.
(b) Due Qualification. The Servicer is not required to qualify nor
register as a foreign corporation in any state in order to service the
Receivables and the Related Security as required by this Agreement and the other
Transaction Documents and has obtained all licenses and approvals necessary in
order to so service the Receivables and the Related Security as required under
applicable law. if the Servicer shall be required by any Requirement of Law to
so qualify or register or obtain such license or approval, then it shall do so.
(c) Due Authorization and Execution. The execution, delivery and
performance of this Agreement and the other Transaction Documents have been duly
authorized by the Servicer by all necessary corporate action on the part of the
Servicer and this Agreement and the other Transaction Documents has been duly
executed by the Servicer.
(d) Binding Obligation. This Agreement and the other Transaction
Documents constitute the legal, valid and binding obligations of the Servicer,
enforceable in accordance with their respective terms, except as enforceability
may be limited by Debtor Relief Laws.
(e) No Violation. The execution and delivery of this Agreement and the
other Transaction Documents by the Servicer, and the performance of the
transactions contemplated by this Agreement and the other Transaction Documents
and the fulfillment of the terms hereof applicable to the Servicer, will not
conflict with, violate, result in any breach of any of the material terms and
provisions of, constitute (with or without notice or lapse of time or both) a
default under, or require any authorization, consent, order or approval of or
registration or declaration with any Governmental Authority (other than as have
been obtained) under, any Requirement of Law applicable to the
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Servicer or any indenture, contract, agreement, mortgage, deed of trust
or other instrument to which the Servicer is a party or by which it is bound.
(f) No Proceedings. There are no proceedings pending or, to the best
knowledge of the Servicer, threatened against the Servicer before any court,
regulatory body, administrative agency or other tribunal or governmental
instrumentality seeking to prevent the consummation of any of the transactions
contemplated by this Agreement and the other Transaction Documents, or seeking
any determination or ruling that, in the reasonable judgment of the Servicer,
would materially and adversely affect the performance by the Servicer of its
obligations under this Agreement and the other Transaction Documents, or seeking
any determination or ruling that would materially and adversely affect the
validity or enforceability of this Agreement and the other Transaction
Documents.
(g) Compliance with Requirements of Law. The Servicer shall duly satisfy
all obligations on its part to be fulfilled under or in connection with each
Receivable, will maintain in effect all qualifications required under
Requirements of Law in order to service properly each Receivable, and will
comply in all material respects with all other Requirements of Law in connection
with servicing each Receivable and the Related Security, the failure to comply
with which would have a material adverse effect on the Certificateholders.
(h) No Rescission or Cancellation. The Servicer shall not permit any
rescission or cancellation of any Receivable except as ordered by a court of
competent jurisdiction or other Governmental Authority.
(i) Protection of Certificateholders' Rights. The Servicer shall take
no action which, nor omit to take any action the omission of which, would impair
the rights of Certificateholders in, or to receive, Collections, nor shall it
reschedule, revise or defer payments due on any Receivable except in accordance
with the Credit and Collection Policy.
(j) Receivables Not to be Evidenced by Promissory Notes. Except in
connection with its enforcement or collection of a Receivable, the Servicer will
take no action to cause any Receivable to be evidenced by any "instrument" (as
defined in the UCC) .
(k) Total Systems Failure. The Servicer shall promptly notify the
Trustee and the Investor Certificateholder Representative of any Total Systems
Failure and shall advise the Investor Certificateholder Representative of the
estimated time
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required in order to remedy such Total Systems Failure and of the
estimated date on which a Monthly Servicer's Report can be delivered. Until a
Total Systems Failure is remedied, the Servicer will (i) furnish to the Trustee
and the Investor Certificateholder Representative such periodic status reports
and other information relating to such Total Systems Failure as the Investor
Certificateholder Representative may reasonably request and (ii) promptly
notify the Trustee and the Investor Certificateholder Representative if the
Servicer believes that such Total Systems Failure cannot be remedied by the
estimated date, which notice shall include a description of the circumstances
which gave rise to such delay, and the action proposed to be taken in response
thereto, and a revised estimate of the date on which a Monthly Servicer's
Report can be delivered. The Servicer shall promptly notify the Investor
Certificateholder Representative when a Total Systems Failure has been remedied.
(1) Required Net Worth. CLC shall not permit its net worth at any time
to be less than $21,000,000.00.
Section 3.6. Reports and Records for the Trustee.
(a) Daily Reports. On each Business Day, the Servicer shall prepare and
forward to the Trustee and the Investor Certificateholder Representative, a
report from the Servicer, signed by a Servicing Officer in the form of Exhibit
3.6(a) setting forth (i) the Collections in respect of the Receivables and the
Related Security processed by the Servicer on or prior to the immediately
preceding Business Day, (ii) the amount of Receivables as of the close of
business on the immediately preceding Business Day and (iii) such other matters
as are set forth in Exhibit 3.6(a) (each, a "Daily Servicer's Report") .
(b) Monthly Servicer's Report. On or prior to the twentieth calendar day
following the end of the immediately preceding Accounting Period, the Servicer
shall prepare and forward to the Trustee and the Investor Certificateholder
Representative a report from the Servicer, signed by a Servicing Officer in the
form of Exhibit 3.6(b) containing the following information with respect to the
most recent Accounting Period ending immediately preceding to such day: (i) a
listing by Obligor of all Receivables outstanding on the last day of the
preceding Accounting Period; (ii) an analysis of the aging of such Receivables
by Obligor on the last day of such preceding Accounting Period; (iii) the
aggregate amount of Collections processed during the preceding Accounting
Period; (iv) the balance on deposit in the Accounts after giving effect to any
distributions to be made on the next succeeding Distribution Date, (v) the sum
of all amounts payable to the Investor Certificateholders
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on the next succeeding Distribution Date and (vi) such other matters as are set
forth in Exhibit 3.6(b) (each, a "Monthly Servicer's Report"), except for the
calculation of the Fixed Charge Ratio and the consolidated shareholders equity,
which shall be provided in a supplemental report from the Servicer to the
Trustee and the Investor Certificateholder Representative on or before the
twenty-fifth calendar day following the end of the immediately preceding
Accounting Period.
Section 3.7. Monthly Servicer's Certificate. The Servicer will deliver
to the Trustee and the Investor Certificateholder Representative, together with
the current Monthly Servicer's Report that is required to be delivered pursuant
to Section 3.6(b), a certificate signed by the Chief Financial Officer or the
Assistant Chief Financial Officer of the Servicer substantially in the form of
Exhibit 3.7 stating that (a) a review of the activities of the Servicer during
the prior Accounting Period and of its performance under this Agreement and the
other Transaction Documents was made under the supervision of the officer
signing such certificate and (b) to the best of such officer's knowledge, based
on such review, the Servicer has fully performed all its obligations under this
Agreement and the other Transaction Documents throughout such Accounting Period,
or, if there has been a default in the performance of any such obligation,
specifying each such default known to such officer and the nature and status
thereof. A copy of such certificate may be obtained by any Investor
Certificateholder by a request in writing to the Trustee addressed to the
Corporate Trust Office.
Section 3.8. Annual Statements.
(a) The Servicer will deliver to the Trustee, the Investor
Certificateholder Representative and the Rating Agency on or before March 31
of each year, beginning with March 31, 1994, an Officer's Certificate stating,
as to each signer thereof, that (i) a review of the activities of the Servicer
during the preceding calendar year and of performance under this Agreement has
been made under such officer's supervision and (ii) to the best of such
officer's knowledge, based on such review, the Servicer has fulfilled all its
obligations under this Agreement throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof and remedies therefor
being pursued.
(b) Annual Independent Public Accountants' Servicing Report. On or
before March 31 of each year, beginning with March 31, 1994 the Servicer at its
expense shall cause a firm of independent public accountants which is a member
of the American Institute of Certified Public Accountants to furnish a
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statement to the Trustee, the Investor Certificateholder Representative
and the Rating Agency to the effect that such firm has examined certain
documents and records relating to the servicing of the receivables and the
reporting requirements with respect thereto and that, on the basis of such
examination, such servicing and reporting requirements have been conducted in
compliance with this Agreement, except for (i) such exceptions as such firm
shall believe to be immaterial and (ii) such other exceptions as shall be set
forth in such statement.
Section 3.9. Tax Treatment. The Seller has structured this Agreement and
the other Transaction Documents and the Investor Certificates with the intention
that the Investor Certificates will qualify under applicable federal, state and
local tax law as indebtedness of the Seller. The Seller, the Servicer, the
Holder of the Seller Certificate and each Investor Certificateholder agrees to
treat and to take no action inconsistent with the treatment of the Investor
Certificates (or beneficial interest therein) as indebtedness of the Seller for
purposes of federal, state and local income or franchise taxes and any other tax
imposed on or measured by income. Each Investor Certificateholder and the
Holder of the Seller Certificate, by acceptance of its Certificate, agree to be
bound by the provisions of this Section 3.9.
Section 3.10. Notices to the Seller. Any Successor Servicer appointed
pursuant to Section 10.2 shall deliver or make available to the Seller each
certificate and report required to be prepared, forwarded or delivered
thereafter pursuant to Sections 3.6, 3.7 and 3.8.
ARTICLE 4
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.1. Rights of Certificateholders. Each Certificate shall
represent an undivided interest in the Trust, including right to receive the
Collections and other amounts at the times and in the amounts specified in this
Article 4 to be deposited in the Collection Account or to be paid to the
Investor Certificateholders. The Seller Certificate shall represent the
remaining undivided interest in the Trust, including the right to receive the
Collections and other amounts at the times and in the amounts specified in this
Article 4 to be paid to the Holder of the Seller Certificate; Provided, however,
that the such Certificate shall not represent any interest in the Collection
Account, except as provided in this Agreement and the other Transaction
Documents and neither the Seller nor the Servicer shall have the right to
withdraw funds from the Accounts or to
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receive funds on deposit therein except as and when provided by this
Agreement and the other Transaction Documents.
Section 4.2. Establishment and Administration of the Accounts.
(a) Establishment of the Accounts. The Trustee for the benefit of the
Certificateholders, shall establish and maintain, with an office or branch of
one or more Qualified Depository Institutions, or in an Eligible Account, in all
cases in the name of the Trustee and on behalf of the Trust, (i) a segregated
trust account for use in connection with the collection and distribution of
certain funds in the manner described in this Agreement (the "Collection
Account"), (ii) three separate segregated trust sub-accounts of the Collection
Account to facilitate such collection and distribution (respectively, the
"Unallocated Principal Sub-Account," the "Interest Sub-Account" and the "Seller
Sub-Account") and (iii) a segregated trust account for use in connection with
the maintenance and allocation of a reserve for the benefit of the Investor
Certificateholders, in an amount initially equal to the Reserve Amount (the
"Reserve Account"), each bearing a designation clearly indicating that the funds
deposited therein are held in trust for the benefit of the Certificateholders.
The Accounts shall be under the sole dominion and control of the Trustee for the
ratable benefit of the Certificateholders. If, at any time, any institution
holding any of the Accounts ceases to be a Qualified Depository Institution or
in an Eligible Account, the Trustee shall within ten (10) Business Days of a
Responsible Officer learning of such event, establish new Accounts meeting the
conditions specified above with a Qualified Depository Institution, or in an
Eligible Account and transfer any cash and/or any investments to such new
Accounts. The Trustee, for the ratable benefit of the Investor
Certificateholders in accordance with their Investor Interests and the Holder of
the Seller Certificate, to the extent of the Seller Interest, shall possess all
right, title and interest in all funds on deposit from time to time in the
Accounts and in all proceeds thereof. Neither the Seller nor the Servicer, nor
any Person claiming by, through or under the Seller or Servicer, shall have any
right, title or interest in, or any right to withdraw any amount from the
Accounts except to the extent provided in this Agreement and the other
Transaction Documents. Pursuant to the authority granted to the Servicer
pursuant to Section 3.2, the Servicer shall have the revocable power to instruct
the Trustee to make withdrawals and payments from the Accounts for the purposes
of carrying out the Servicer's, and where applicable, the Trustee's duties
hereunder. The Servicer agrees that it shall have no right of set-off or
banker's lien against, and no right to otherwise deduct from, any funds held in
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the Accounts for any amount owed to it by the Trustee, the Trust, the
Seller or any Certificateholder.
(b) Administration of the Accounts. Funds on deposit in the Accounts
shall at all times be invested in Permitted Investments. Any such investment
shall mature and such funds shall be available for withdrawal on or prior to the
next following Distribution Date. Subject to the conditions set forth herein,
the Servicer shall have the authority to instruct the Trustee with respect to
the investment of such funds.
Section 4.3. Collections, Allocations and Distributions.
(a) Collections. The Servicer shall cause all Collections and all other
Trust Assets consisting of cash or cash equivalents to be transferred, on or
before the close of business on each Business Day of receipt, from the Permitted
Lockboxes to the Collection Account. In addition, the Servicer shall cause the
Originators to deposit to the Collection Account all amounts payable to the
Seller under the Receivables Purchase Agreement (including Article 7 thereof).
(b) Allocations and Distributions. Based upon the financial information
contained in the then-current Daily Servicer's Report, or, as appropriate, the
then-current Monthly Servicer's Report, the Servicer shall allocate and the
Trustee shall distribute all Collections and all other Trust Assets to each
Investor Certificateholder and to the Holder of the Seller Certificate, in
accordance with the procedures set forth below in this subsection 4.3(b) and
shall instruct the Trustee to withdraw the required amounts from the Accounts to
pay such amounts in accordance with this subsection 4.3(b). The Trustee shall
make such deposits or payments on the dates indicated below by wire transfer.
(i) Allocations During the Revolving Period. On each Business Day
during the Revolving Period, funds on deposit in the Collection Account
shall be allocated by the Servicer in accordance with the following order of
priority:
(A) Certain Fees and Expenses. All amounts necessary to pay all
(1) accrued and unpaid fees due to the Trustee in connection with the
transactions described herein, (2) miscellaneous expenses incurred in connection
with those transactions for the current Interest Period or any previous Interest
Periods and (3) if the Servicer is not CLC, accrued and unpaid Servicing Fees
for the current Interest Period or any previous Interest Periods;
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(B) Investor Certificateholder Interest. An amount equal to (1)
the interest that has accrued or will accrue on the Investor Certificates at the
Certificate Rate for the current Interest Period and (2) any unpaid interest on
the Investor Certificates for any prior Interest Periods (with interest thereon
at the Certificate Rate to the extent legally permissible) shall be transferred
to the Interest Sub-Account for distribution to the Investor Certificateholders
on the next succeeding Distribution Date;
(C) Replenishment of Reserve Account. All amounts necessary to
increase the balance of funds on deposit in the Reserve Account to an amount
equal to the Reserve Amount shall be deposited into the Reserve Account;
(D) Replenishment of Required Minimum Seller Percentage. To the
extent that the Seller Percentage is below the Required Minimum Seller
Percentage, all amounts necessary to increase the Seller Percentage to the
Required Minimum Seller Percentage shall be transferred to the Unallocated
Principal Sub-Account;
(E) Servicer Fees to CLC. If the Servicer is CLC, all amounts
necessary to pay all accrued and unpaid Servicing Fees for the current Interest
Period or any previous Interest Periods.
(F) Remaining Funds. All remaining funds shall be transferred to
the Seller Sub-Account.
(ii) Allocations During the Amortization Period. On each Business
Day during the Amortization Period, funds on deposit in the Collection Account
shall be allocated by the Servicer in accordance with the following order of
priority:
(A) Certain Fees and Expenses. All amounts necessary to pay all
(1) accrued and unpaid fees due to the Trustee in connection with the
transactions described herein for the current Interest Period or any previous
Interest Periods, (2) miscellaneous expenses incurred or expected to be incurred
in connection with those transactions for the current Interest Period or any
previous Interest Periods and (3) if the Servicer is not CLC, accrued and unpaid
Servicing Fees for the current Interest Period or any previous Interest Periods
shall be paid in full;
(B) Investor Certificateholder Interest. An amount equal to (1)
the interest that has accrued or will accrue on the Investor Certificates at the
Certificate Rate for the current Interest Period and (2) any unpaid interest
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on the Investor Certificates for any prior Interest Periods (with
interest thereon at the Certificate Rate to the extent legally permissible)
shall be transferred to the Interest Sub-Account for distribution to the
Investor Certificateholders on the next succeeding Distribution Date;
(C) Investor Certificateholder Principal. The amount necessary to
pay the outstanding principal amount of the Investor Certificates until such
amount shall have been paid in full shall be transferred to the Unallocated
Principal Sub-Account; and
(D) Servicer Fees to CLC. If the Servicer is CLC, all amounts
necessary to pay all accrued and unpaid Servicing Fees for the current Interest
Period or for any previous Interest Periods; and
(E) Remaining Funds. All remaining funds shall be transferred to
the Seller Sub-Account.
(iii) Distributions During the Revolving Period.
(A) Deficiency Amounts. If a Deficiency Amount exists on any
Distribution Date during the Revolving Period, as shown on the most recent
Monthly Servicer's Report, the Trustee shall distribute funds then on deposit in
the Reserve Account in an amount equal to the Deficiency Amount to make on such
Distribution Date the payments listed in clauses (i)(A) and (i)(B) of subsection
4.3(b) of this Agreement.
(B) Funds in the Unallocated Principal Sub-Account. On any
Business Day during the Revolving Period, so long as the amount on deposit in
the Reserve Account is not less than the Reserve Amount, the Seller may direct
the Trustee to pay to the Seller funds on deposit in the Unallocated Principal
Sub-Account to the extent that, after giving effect to any such payment the
Seller Percentage will not be less than the Required Minimum Seller Percentage.
(C) Funds in the Seller Sub-Account. All funds on deposit in the
Seller Sub-Account on any Business Day shall be distributed by the Trustee to
the Seller on such Business Day and shall be applied by the Servicer in
accordance with Section 4.3(c).
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(iv) Distributions During the Amortization Period.
(A) Amortization Deficiency Amounts. If an Amortization Deficiency
Amount exists on any Distribution Date during the Amortization Period as shown
on the most recent Monthly Servicer's Report, the Trustee shall distribute funds
on deposit in the Reserve Account in an amount equal to the Amortization
Deficiency Amount to make the payments listed in clauses (ii)(A), (ii)(B) and
(ii)(C) of subsection 4.3(b) of this Agreement to the extent such funds are
available to do so.
(B) Funds in the Unallocated Principal Sub-Account. During the
Amortization Period, funds in the Unallocated Principal Sub-Account shall be
used by the Trustee to pay the outstanding principal amount of the Investor
Certificates. After such principal has been paid in full and the Trust shall
have been terminated pursuant to Section 12.1, all remaining funds, if any, in
the Unallocated Principal Sub-Account shall be paid to the Seller by the
Trustee.
(c) Application of the Seller's Funds. The Servicer will apply the
funds received by the Seller from the Trust (including, without limitation, all
funds deposited in the Seller Sub-Account) to the payment of the Seller's
obligations in the following order of priority: first, to pay the administrative
and operating expenses of the Seller, including, without limitation, costs and
expenses and indemnities payable under this Agreement and the other Transaction
Documents; second to repay amounts owed to the Originators under the Buyer Notes
in respect of the purchase price for Receivables purchased by the Seller from
the Originators pursuant to the Receivables Purchase Agreement; and third, for
other corporate purposes of the Seller, including the payment of dividends to
the stockholders of the Seller to the extent permitted under this Agreement and
the other Transaction Documents.
ARTICLE 5
DISTRIBUTIONS AND REPORTS TO
INVESTOR CERTIFICATEHOLDERS
Section 5.1. Distributions. On each Distribution Date, the Paying Agent
shall distribute (in accordance with the most recent Monthly Servicer's Report
delivered by Servicer to the Trustee pursuant to Section 3.6(b)) to each
Investor Certificateholder of record on the preceding Record Date (other than
as provided in Section 12.3(b) hereof respecting a final
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distribution) such Investor Certificateholder's pro rata share (based on
the aggregate principal amount represented by Investor Certificates held by such
Investor Certificateholder) of amounts on deposit in the Accounts as are
payable to the Investor Certificateholders pursuant to Section 4.3. Such
distribution shall be made by check mailed to each Certificateholder except
that if all Investor Certificates are registered in the name of Cede & Co., the
nominee registrar for The Depository Trust Company, such distribution to
Investor Certificateholders shall be made in immediately available funds to The
Depository Trust Company. All payments on account of principal and interest to
Certificateholders shall be made from amounts on deposit in the Accounts.
Section 5.2. Quarterly Investor Certificateholders' Statement; Annual Tax
Statement.
(a) On each Distribution Date, the Paying Agent shall forward to each
Investor Certificateholder of record as of the preceding Record Date (other
than as provided in Section 12.3(b) hereof respecting a final distribution) the
statement received by the Paying Agent in connection with the distributions
described in Section 4.3(b).
(b) On or before March 31 of each calendar year beginning with calendar
year 1994, the Servicer shall deliver to the Paying Agent, which shall thereupon
furnish to each Person who at any time during the preceding calendar year was a
Certificateholder, a statement prepared by the Servicer containing the
information which is required to be contained in the regular quarterly report to
Investor Certificateholders as set forth in Section 5.2(a), aggregated for such
calendar year or the applicable portion thereof during which such person was a
Certificateholder, together with such other information as is required to be
provided by an issuer of indebtedness under the Code and such other customary
information as the Servicer deems necessary or desirable to enable the
Certificateholders to prepare their tax returns. Such obligation of the
Servicer shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Paying Agent pursuant to this
Agreement or pursuant to any requirements of the Code as from time to time in
effect. Notwithstanding anything to the contrary in this Agreement, the Trustee
shall from time to time after the date hereof furnish to the appropriate Persons
a Form 1099-INT within the periods required by applicable law.
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ARTICLE 6
THE CERTIFICATES
Section 6.1. Certificates. The Investor Certificates shall be issued in
fully registered form and shall be substantially in the form of Exhibit 6.1(a).
The Seller Certificate shall be substantially in the form of Exhibit 6.1(b). The
Investor Certificates and the Seller Certificate shall, upon issue pursuant
hereto, be executed and delivered by the Seller to the Trustee with instructions
for authentication and redelivery as provided in Sections 2.1 and 6.2. Any
Investor Certificate shall be issuable in a minimum denomination of $500,000 and
integral multiples thereof, and shall be issued upon original issuance in an
aggregate original principal amount equal to the Initial Investor Interest. The
Seller Certificate shall be issued as a single certificate. Each Certificate
shall be executed by manual or facsimile signature on behalf of the Trustee by a
duly authorized signatory. Certificates bearing the manual or facsimile
signature of the individual who was, at the time when such signature was
affixed, authorized to sign on behalf of the Trustee shall not be rendered
invalid, notwithstanding that such individual has ceased to be so authorized
prior to the authentication and delivery of such Certificates or does not hold
such office at the date of such Certificates. No Certificate shall be entitled
to any benefit under this Agreement and the other Transaction Documents, or be
valid for any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein, executed by or on
behalf of the Trustee by the manual signature of a duly authorized signatory,
and such certificate upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Section 6.2. Authentication of Certificates. The Trustee shall
authenticate and deliver the Investor Certificates, upon the written order of
the Seller, to such Person as shall be designated by the Seller, against payment
to the Seller of the applicable Investor Interest (net of any discount). Upon
the receipt of such payment and the issuance of the Investor Certificates, such
Investor Certificates shall be fully paid and non-assessable. The Trustee shall
authenticate and deliver the Seller Certificate to the Seller simultaneously
with the initial Conveyance to the Trust of the Receivables and the Related
Security. Upon the order of the Seller, the Investor Certificates shall be duly
authenticated by or on behalf of the
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Trustee, in authorized denominations equal to (in the aggregate) the
Initial Investor Interest.
Section 6.3. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at the office or agency to be
maintained by a transfer agent and registrar (the "Transfer Agent and
Registrar"), a register (the "Certificate Register") in which, subject to such
reasonable regulations as it may prescribe, the Transfer Agent and Registrar
shall provide for the registration of the Investor Certificates and of transfers
of the Investor Certificates as herein provided. Fidelity Bank, National
Association is hereby initially appointed Transfer Agent and Registrar for the
purposes of registering the Investor Certificates and transfers of the Investor
Certificates as herein provided. Any reference in this Agreement and the other
Transaction Documents to the Transfer Agent and Registrar shall include any
co-transfer agent and co-registrar unless the context otherwise requires. The
Trustee shall be permitted to resign as Transfer Agent and Registrar upon thirty
(30) days' written notice to the Servicer. In the event that the Trustee shall
no longer be the Transfer Agent and Registrar, the Trustee shall appoint a
successor Transfer Agent and Registrar. The Trustee may revoke such appointment,
or any subsequent appointment, and remove the Transfer Agent and Registrar if
the Trustee determines in its sole discretion that the Transfer Agent and
Registrar has failed to perform its obligations under this Agreement and the
other Transaction Documents in any material respect. Any successor Transfer
Agent and Registrar shall be permitted to resign as Transfer Agent and Registrar
upon thirty (30) days notice to the Seller, the Servicer, the Trustee and the
Investor Certificateholder Representative; provided that, such resignation
shall not be effective and the Transfer Agent and Registrar shall continue to
perform its duties as Transfer Agent and Registrar until the Trustee has
appointed a successor Transfer Agent and Registrar reasonably acceptable to the
Seller.
Upon surrender for registration of transfer of any Certificate at any
office or agency of the Transfer Agent and Registrar, the Trustee shall execute,
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Investor Certificates in authorized denominations
of like aggregate Undivided Trust Interests.
At the option of an Investor Certificateholder, Investor Certificates
may be exchanged for other Investor Certificates in authorized denominations of
like aggregate Undivided Trust Interests in the Trust, upon surrender of the
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Investor Certificates to be exchanged at any office or agency of the
Transfer Agent and Registrar maintained for such purpose.
Whenever any Investor Certificates are so surrendered for exchange, the
Seller shall execute, and the Trustee shall authenticate and (unless the
Transfer Agent and Registrar is different than the Trustee, in which case the
Transfer Agent and Registrar shall) deliver, the Investor Certificates which the
Certificateholder making the exchange is entitled to receive. Every Investor
Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in a form satisfactory
to the Trustee and the Transfer Agent and Registrar duly executed by the
Certificateholder thereof or his attorney-in-fact duly authorized in writing.
The preceding provisions of this Section 6.3 notwithstanding, the Trustee
or the Transfer Agent and Registrar, as the case may be, shall not be required
to register the transfer of or exchange any Investor Certificate for a period of
fifteen (15) days preceding the due date for any payment with respect to the
Investor Certificates.
No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Transfer Agent and Registrar may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
All Investor Certificates surrendered for registration of transfer and
exchange shall be canceled by the Transfer Agent and Registrar and disposed of
in a manner satisfactory to the Trustee.
The Seller shall execute and deliver to the Trustee or the Transfer Agent
and Registrar, as applicable, Certificates in such amounts and at such times as
are necessary to enable the Trustee to fulfill its responsibilities under this
Agreement and the other Transaction Documents and the Certificates.
(b) In no event shall the Seller Certificate or any interest therein be
transferred hereunder, in whole or in part to a person other than the Seller or
an Affiliate of the Seller, unless the Seller shall have consented in writing to
such transfer and unless the Trustee shall have received an Opinion of Counsel
that such transfer does not adversely affect the tax treatment of the Investor
Certificates as indebtedness for federal income tax and evidence of the
satisfaction of the Rating Agency Condition.
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(c) No transfer of a Certificate shall be made unless such transfer is
exempt from the registration requirements of the Securities Act and any
applicable state securities laws or is made in accordance with the Securities
Act and such laws. In the event that any such transfer is to be made, unless the
transferor or the transferee has certified that the transferee is a "qualified
institutional buyer" within the meaning of Rule 144A promulgated under the
Securities Act, such transferor or transferee shall deliver, at its expense, to
the Seller and the Trustee (i) a certificate acceptable to the Trustee and the
Seller stating that such transfer is exempt from registration under the
Securities Act and such laws or (ii) if requested by Seller, a written Opinion
of Counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is not subject to registration under the
Securities Act or such laws; provided, however, that no such opinion shall be
required after the expiration of the three (3) year period referred to in Rule
144(k) promulgated under the Securities Act. In addition to the foregoing
restrictions, if the Trustee or the Servicer shall determine, based on the
number of Holders listed in the Certificate Register and the information
contained in representation letters delivered to it from time to time pursuant
to this subsection 6.3(c), that the aggregate number of beneficial owners
(within the meaning of Section 3(c)(1) of the Investment Company Act) of
interests in the Trust and in any other trust that may be integrated with the
Trust as provided in the Investment Company Act may exceed ninety-five (95)
after giving effect to any proposed transfer of a Certificate, the Trustee or
the Servicer may, but is not required to, prohibit such transfer, unless there
is delivered to the Trustee and the Servicer an Opinion of Counsel which shall
not be at the expense of the Trustee, the Servicer or the Seller, acceptable to
and in form and substance satisfactory to the Trustee and the Servicer, that
such transfer will not cause the Trust to become an "investment company" within
the meaning of Section 3 of the Investment Company Act. Neither the Trustee nor
the Servicer shall have any obligation to monitor the number or status of
beneficial owners.
No transfer of a Certificate shall be made unless the Trustee shall have
received a certificate from the transferee of such Certificate to the effect
that the aggregate value of all securities owned by the transferee issued by (i)
issuers who are excluded from the definition of "investment company" for
purposes of the Investment Company Act solely by virtue of Section 3(c)(1) of
the Investment Company Act and (ii) issuers who would, but for Section
3(c)(1)(A) of the Investment Company Act, be issuers described in (i) above,
does not exceed ten percent (10%) of the value of the transferee's assets.
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No transfer of a Certificate shall be made unless the Trustee shall have
received either (i) a representation letter the proposed transferee of such
Certificate to the effect that such proposed transferee is not an employee
benefit plan subject to the fiduciary responsibility provisions of ERISA,
or Section 4975 of the Code, or a Person acting on behalf of any such plan
or using the assets of any such plan or, alternatively, in the case of an
insurance company, that the funds usesd to purchase the Certificates do not
constitute the assets of any separate account, which representation letter shall
not be at the expense of the Trustee, the Servicer or the Seller, or (ii) in
the case of any such Certificate presented for registration in the name of
any employee benefit plan subject to the fiduciary responsibility provisions of
ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a trustee of any such plan, or any other person who is using
the assets of any such plan or, alternatively, in the case of an insurance
company, the assets of any separate account to effect such acquisition, an
Opinion of Counsel, in form and substance satisfactory to, and addressed and
delivered to, the Trustee and the Seller, to the effect that the purchase or
holding of such Certificate will not result in the assets of the Trust being
deemed to be "plan assets" and subject to the fiduciary responsibility
provisions of ERISA of the prohibited transaction provisions of the Code,
will not constitute or result in a prohibited transaction within the meaning
of Section 406 or Section 407 of ERISA or Section 4975 of the Code, and will
not subject the Trustee, the Trust or the Seller to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those expressly undertaken in this Agreement and the other
Transaction Documents, which Opinion of Counsel shall not be at the expense of
the Trustee, the Trust, the Service or the Seller.
Section 6.4. Mutilated, Destroyed, or Stolen Certificates. If (a) any
mutilitated Certificate is surrendered to the Transfer Agent and Registrar,
or the Transfer Agent and Registrar receives evidence to its satisfaction to the
destruction, loss or theft of any Certificate and (b) there is delivered to the
Transfer Agent and Registrar and the Trustee such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
notice to the Trustee that such Certificate has been acquired by a bona fide
purchaser, the Seller shall execute and the Trustee shall authenticate and
(unless the Transfer Agent and Registrar is different from the Trusee, in which
case the Transfer Agent and Registrar shall) deliver (in compliance with
applicable law), in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and aggregate
Undivided Trust Interest. In connection with the issuance of any
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new Certificate under this Section 6.4, the Trustee or the Transfer Agent and
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and the Transfer Agent
and Registrar) connected therewith. Any duplicate Certificate issued pursuant
to this Section 6.4 shall constitute complete and indefeasible evidence of
ownership in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.
Section 6.5. Persons Deemed Owners. Prior to due presentation of a
Certificate for registration and transfer, the Trustee, the Paying Agent, the
Transfer Agent and Registrar and any agent of any of them may treat the Person
in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions pursuant to this Agreement and the
other Transaction Documents and for all other purposes whatsoever, and neither
the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of
any of them shall be affected by any notice to the contrary; provided,
however, for purposes of voting or the giving of any request, demand,
authorization, direction, notice, consent or waiver hereunder, Investor
Certificates owned by the Seller, the Servicer or any Affiliate thereof, shall
be disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Investor Certificates
which a Responsiblle Officer in the Corporate Trust Office of the Trustee knows
to be so owned shall be so disregarded. Investor Certificates so owned that have
been pledged in good faith shall not be disregarded as outstanding, if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Investor Certificates and that the pledgee is not the
Seller, the Servicer or an Affiliate thereof.
Section 6.6. Appointment of Paying Agent.
(a) The Paying Agent shall make distributions to Investor
Certificateholders from the appropriate account or accounts maintained for the
benefit of Certificateholders as specified in this Agreement. Any Paying Agent
shall have the revocable power to withdraw funds from such appropriate account
or accounts for the purpose of making distributions referred to above and shall
report such withdrawals to the Trustee. The Trustee (or the Servicer if the
Trustee is the Paying Agent) may revoke such power and remove the Paying Agent
if the Trustee (or the Servicer if the Trustee is the Paying Agent) determins in
its sole discretion that the Paying Agent shall have failed to
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perform its obligations under this Agreement in any material respect or
for other good cause. The Paying Agent shall initially be the Trustee. The
Trustee shall be permitted to resign as Paying Agent upon thirty (30) days
written notice to the Servicer. In the event that the Trustee shall no longer be
the Paying Agent, the Trustee shall appoint a successor to act as Paying Agent
(which shall be a Qualified Depository Institution). The provisions of Sections
11.1, 11.2 and 11.3 shall apply to the Trustee also in its role as Paying Agent,
for so long as the Trustee shall act as Paying Agent. Any reference in this
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.
(b) The Trustee shall cause the Paying Agent (other than itself) to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee that such Paying Agent will hold all sums, if any,
held by it for payment to the Certificateholders in trust for the benefit of
the Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders, and shall agree, and if the Trustee is the Paying Agent it
hereby agrees, that it shall comply with all requirements of the Code regarding
the withholding by the Trustee of payments in respect of federal income taxes
due from Certificate Owners (consistent with the treatment of the Certificates
as debt instruments for federal income tax purposes).
Section 6.7. Access to List of Certificateholders' Names and Addresses.
The Trustee for so long as it serves as Transfer Agent and Registrar shall
furnish or, if the Trustee is no longer serving as Transfer Agent and Register
cause to be furnished by the Transfer Agent and Registrar to the Servicer or the
Paying Agent, within five (5) Business Days after receipt of a request therefore
from the Servicer or the Paying Agent, respectively, in writing, a list in such
form as the Servicer or the Paying Agent may reasonably require, of the names
and addresses of the Investor Certificateholders as of the most recent Record
Date. Holders of Investor Certificates evidencing Undivided Trust Interests
aggregating not less than ten percent (10%) of the Undivided Trust Interest (the
"Applicants") may apply in writing to the Trustee, and if such application
states that the Applicants desire to communicate with other Investor
Certificateholders with respect to their rights under this Agreement and the
other Transaction Documents and is accompanied by a copy of the communication
which such Applicants propose to transmit, then the Trustee, after having been
adequately indemnified by such Applicants for its costs and expenses, shall
afford or shall cause the Transfer Agent and Registrar to afford such Applicants
access during normal business hours to the most recent list of
Certificateholders and shall give the Servicer
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notice that such request has been made, within five (5) Business Days
after the receipt of such application. The Trustee or the Transfer Agent and the
Registrar, as the case may be, shall keep in as current a form as is reasonably
practicable the most recent list available to it of Certificateholders. Every
Certificateholder, by receiving and holding a Certificate, agrees with the
Trustee that neither the Trustee, the Transfer Agent and Registrar, nor any of
their respective agents shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Certificateholder
hereunder, regardless of the source from which such information was obtained.
Section 6.8. Authenticating Agent.
(a) The Trustee may appoint one or more authenticating agents with
respect to the Certificates which shall be authorized to act on behalf of the
Trustee in authenticating the Certificates in connection with the issuance,
delivery, registration of transfer, exchange or repayment of the Certificates.
Whenever reference is made in this Agreement and the other Transaction Documents
to the authentication of Certificates by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication on behalf of the Trustee by an authenticating agent and a
certificate of authentication executed on behalf of the Trustee by an
authenticating agent. Each authenticating agent must be acceptable to the
Seller.
(b) Any institution succeeding to the corporate agency business of an
authenticating agent shall continue to be an authenticating agent without the
execution or filing of any paper or any further act on the part of the Trustee
or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written
notice of resignation to the Trustee and to the Seller. The Trustee may at any
time terminate the agency of an authenticating agent by giving notice of
termination to such authenticating agent and to the Seller. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time an
authenticating agent shall cease to be acceptable to the Trustee or the Seller,
the Trustee promptly may appoint a successor authenticating agent. Any successor
authenticating agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an authenticating agent. No successor
authenticating agent shall be appointed unless acceptable to the Trustee and the
Seller.
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(d) The Trustee agrees to pay each authenticating agent from time to
time reasonable compensation for its services under this Section 6.8 from funds
on deposit in the Collection Account in accordance with the provisions of
Section 4.3 of this Agreement.
(e) The provisions of Sections 11.1, 11.2 and 11.3 shall be applicable
to any authenticating agent.
(f) Pursuant to an appointment made under this Section 6.8, the
Certificates may have endorsed thereon, in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially the
following form:
"This is one of the certificates described in
the Pooling and Servicing Agreement.
-----------------------------
as Authenticating Agent for
the Trustee,
By:
--------------------------
Authorized Officer"
ARTICLE 7
OTHER MATTERS RELATING
TO THE SELLER
Section 7.1. Liability of the Seller. The Seller shall be liable for each
obligation, representation and warranty of the Seller arising under or related
to the Transaction Documents and shall be liable only to the extent thereof.
Section 7.2. Limitation on Liability. The directors, officers, employees or
agents of the Seller and each Affiliate of the Seller other than the Servicer
and the Originators shall not be under any liability to the Trust, the Trustee,
the Certificateholders, the Investor Certificateholder Representative, or any
other Person hereunder or pursuant to any document delivered hereunder, it being
expressly understood that all such liability is expressly waived and released as
a condition of, and as consideration for, the execution of this Agreement and
the other Transaction Documents and the issuance of the Certificates; provided,
however, that this provision shall not protect the officers, directors,
employees, or agents of the Seller and each Affiliate of the Seller against any
liability which would otherwise be imposed by reason of willful misconduct, bad
faith
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or gross negligence in the performance of their duties. The Seller and any
director, officer, employee or agent may rely in good faith on any document of
any kind prima facie properly executed and submitted by any Person respecting
any matters arising hereunder.
Section 7.3. Indemnification. The Seller and CLC shall indemnify and hold
harmless the Trust, and the Trustee and its Affiliates, and their respective
officers, directors, employees and agents, and the Investor Certificateholders
from and against any loss, liability, expense, damage or injury suffered or
sustained by reason of any acts, omissions or alleged acts or omissions arising
out of or related to the transactions contemplated by this Agreement or the
other Transaction Documents or breaches of the representations, warranties and
covenants of the Seller set forth in this Agreement or in the other Transaction
Documents including, but not limited to, any judgment, award, settlement,
reasonable attorneys' fees and other costs or expenses incurred in connection
with the defense of any actual or threatened action, proceeding or claim
including, without limitation, those arising in connection with:
(a) the delivery by the Seller, the Servicer or either Originator to the
Trustee or the Trust of any false or materially misleading information in
connection with the transactions contemplated by this Agreement or the other
Transaction Documents;
(b) the failure of the Seller or either Originator to comply with any
Requirements of Law in connection with the transactions described in this
Agreement and the other Transaction Documents;
(c) any dispute, claim or offset asserted, made or taken by any Obligor
under any Receivable other than an Insolvency Event affecting such Obligor; or
(d) the failure to maintain the interests of the Trust free and clear of
any claim other than those permitted pursuant to the provisions of this
Agreement and the other Transaction Documents; or
(e) future costs imposed on the Holders of the Investor Certificates due
to future changes imposed by the regulators of such Holders;
provided, however, that the Seller and CLC shall not indemnify the
Trustee to the extent that such acts, omissions or alleged acts or omissions
constitute or are solely caused by fraud, gross negligence, or willful
misconduct by the Trustee; provided,
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further, that the Seller and CLC shall not indemnify the Trust for any
liabilities, costs or expenses of the Trust with respect to any action taken by
the Trustee at the request of the Investor Certificateholders; and provided,
further, that the Seller and CLC shall not indemnify the Trust for any
liabilities, costs or expenses of the Trust or the Trustee arising under any tax
law, including without limitation any federal, state, local or foreign income or
franchise taxes or any other tax imposed on or measured by income (or any
interest or penalties with respect thereto or arising from a failure to comply
therewith) required to be paid by the Trust in connection herewith to any taxing
authority, other than those arising out of a determination of the Investor
Certificates as anything other than indebtedness of the Trust. The provisions of
this indemnity shall run directly to and be enforceable by an injured party
subject to the limitations hereof and shall survive the Trust Termination Date.
ARTICLE 8
OTHER MATTERS RELATING
TO THE SERVICER
Section 8.1. Liability of the Servicer. The Servicer shall be liable
hereunder only to the extent of the obligations specifically undertaken by the
Servicer in such capacity herein.
Section 8.2. Merger or Consolidation of, or Assumption of the
Obligations of, the Servicer. The Servicer shall not consolidate with or merge
into any other Person or convey or transfer its properties and assets
substantially as an entirety to any Person, unless:
(i) if the Servicer is not the surviving entity, the Person formed by
such consolidation or into which the Servicer is merged or which acquires by
conveyance or transfer the properties and assets of the Servicer substantially
as an entirety, shall expressly assume, by an agreement supplemental hereto,
executed and delivered to the Trustee and the Investor Certificateholder
Representative in form satisfactory to the Trustee and the Investor
Certificateholder Representative, the performance of every covenant and
obligation of the Servicer hereunder (to the extent that any right, covenant or
obligation of the Servicer, as applicable hereunder, is inapplicable to the
successor entity, such successor entity shall be subject to such covenant or
obligation, or benefit from such right, as would apply, to the extent
practicable, to such successor entity);
(ii) the Servicer shall have delivered to the Trustee and the Investor
Certificateholder Representative an
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Officer's Certificate of the Servicer, upon which the Trustee and the
Investor Certificateholder may conclusively rely, that such consolidation,
merger, conveyance or transfer and such supplemental agreement comply with this
Section 8.2 and that all conditions precedent herein provided for relating to
such transaction have been complied with and an Opinion of Counsel, upon which
the Trustee may conclusively rely, that such supplemental agreement is legal,
valid and binding with respect to the Servicer;
(iii) the Servicer shall have given at least ten (10) Business Days'
prior notice to the Trustee and the Investor Certificateholder Representative
of such consolidation, merger, conveyance or transfer;
(iv) such assignment and succession will not result in a downgrade or
withdrawal of the current rating of the Investor Certificates by a Rating
Agency;
(v) if the Person described in clause (i) is not an Affiliate of the
Servicer, the Investor Certificateholder Representative shall have consented in
writing to such consolidation, merger, conveyance or transfer.
Section 8.3. Limitation on Liability. The directors, officers, employees
or agents of the Servicer shall not be under any liability to the Trust, the
Trustee, the Certificateholders or any other Person hereunder or pursuant to
any document delivered hereunder, it being expressly understood that all such
liability is expressly waived and released as a condition of, and as
consideration for, the execution of this Agreement and the other Transaction
Documents and the issuance of the Certificates. Except as provided in Section
8.4, the Servicer shall not be under any liability to the Trust, the Trustee,
its officers, directors, employees and agents, the Certificateholders or any
other Person for any action taken or for refraining from the taking of any
action in its capacity as Servicer pursuant to this Agreement and the other
Transaction Documents other than liability for breaches of any of the
representations, warranties and covenants of the Servicer contained in this
Agreement or in the other Transaction Documents; provided, however, that this
provision shall not protect the Servicer against any liability which would
otherwise be imposed by reason of willful misconduct, bad faith or gross
negligence in the performance of duties or by reason of its reckless disregard
of its obligations and duties hereunder. The Servicer may rely in good faith on
any document of any kind properly executed and submitted by any Person
respecting any matters arising hereunder. The Servicer shall not be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the
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Receivables and the Related Security in accordance with this Agreement
and the other Transaction Documents which in its reasonable opinion may involve
it in any expense or liability.
Section 8.4. Servicer Indemnification of the Trust and the Trustee. The
Servicer shall indemnify and hold harmless the Trust and the Trustee and its
Affiliates, and their respective officers, directors, employees and agents, and
the Investor Certificateholders, from and against any loss, liability, expense,
damage or injury suffered or sustained by reason of any acts or omissions or
alleged acts or omissions of the Servicer arising out of or related to the
transactions contemplated by this Agreement or the other Transaction Documents
including, but not limited to, any judgment, award, settlement, reasonable
attorneys' fees and other costs or expenses incurred in connection with the
defense of any actual or threatened action, proceeding or claim; provided,
however, that the Servicer shall not indemnify the Trustee to the extent that
such acts, omissions or alleged acts or omissions constitute or are solely
caused by fraud, gross negligence, or willful misconduct by the Trustee;
provided, further, that the Servicer shall not indemnify the Trust for any
liabilities, costs or expenses of the Trust with respect to any action taken by
the Trustee at the request of the Investor Certificateholders; and provided,
further, that the Servicer shall not indemnify the Trust for any liabilities,
costs or expenses of the Trust, including without limitation any federal, state,
local or foreign income or franchise taxes or any other tax imposed on or
measured by income (or any interest or penalties with respect thereto or arising
from a failure to comply therewith) required to be paid by the Trust in
connection herewith to any taxing authority other than those arising out of a
determination that the Investor Certificates are anything other than
indebtedness of the Trust. Any such indemnification shall not be payable from
the assets of the Trust. The provisions of this indemnity shall run directly to
and be enforceable by an injured party subject to the limitations hereof and
shall survive the Trust Termination Date.
Section 8.5. The Servicer Not to Resign. The Servicer shall not resign from
the obligations and duties hereby imposed on it except upon a determination by
the Servicer that (i) the performance of its duties hereunder is no longer
permissible under applicable Requirements of Law and (ii) there is no reasonable
action which the Servicer could take to make the performance of its duties
hereunder permissible under applicable Requirements of Law. Any such
determination permitting the resignation of the Servicer shall be evidenced by
an Opinion of Counsel to such effect delivered to the Trustee and the Investor
Certificateholder Representative. No such resignation shall become effective
until a Successor Servicer shall have assumed
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the responsibilities and obligations of the Servicer in accordance with
Section 10.2 hereof. The Trustee shall give prompt notice to the Rating Agency
and the Investor Certificateholder Representative upon the appointment of a
Successor Servicer.
Section 8.6. Access to Certain Documentation and Information Regarding the
Receivables and the Related Security. The Servicer shall provide to the Trustee
and the Investor Certificateholder Representative access to documents, books,
computer records, and other information to review such documentation, such
access being afforded without charge but only (i) upon reasonable request, (ii)
during the Servicer's normal business hours (iii) subject to the Servicer's
normal security and confidentiality procedures and (iv) at offices designated by
the Servicer. Nothing in this Section 8.6 shall derogate from the obligation of
the Seller, the Trustee, the Servicer or the Investor Certificateholder
Representative to observe any applicable law prohibiting disclosure of
information regarding the Obligors and the failure of the Servicer to provide
access as provided in this Section 8.6 as a result of such obligations shall not
constitute a breach of this Section 8.6.
Section 8.7. Examination of Records; Maintenance of Back-up Records. The
Servicer shall clearly and unambiguously identify its computer or other records
to reflect that the Receivables and the Related Security have been Conveyed to
the Trust pursuant to this Agreement and the other Transaction Documents. The
Servicer shall, prior to the sale or transfer to a third party of any receivable
held in its custody, examine its computer and other records to determine that
such receivable is not a Receivable. The Servicer shall maintain the appropriate
back-up computer and other records to protect against the loss or destruction of
the records of the Service maintained in connection with this Agreement and the
other Transaction Documents and deliver evidence of the maintenance of such
back-up records to the Trustee upon the delivery to the Servicer by the Trustee
of a written request for such evidence.
ARTICLE 9
EVENTS OF TERMINATION
Section 9.1. Events of Termination. If any one of the following events
(each, a "Termination Event") shall occur:
(a) any failure by the Seller, the Servicer or any Originator to make
any payment or deposit (or to give instructions or notice to the Trustee to make
such payment or
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deposit) when due pursuant to the terms of this Agreement or the
Receivables Purchase Agreement, which failure continues unremedied for two (2)
Business Days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to such person by the Trustee or
the Investor Certificateholder Representative;
(b) failure on the part of the Seller, the Servicer or any Originator to
duly observe or perform in any material respect any other covenants or
agreements of such Person set forth in this Agreement or the Receivables
Purchase Agreement, which failure continues unremedied for a period of ten (10)
days after the day on which notice of such failure, requiring the same to
be remedied, shall have been given by the Trustee or the Investor
Certificateholder Representative;
(c) any representation or warranty made by the Seller, the Servicer (if
CLC) or any Originator in this Agreement, the Receivables Purchase Agreement or
the other Transaction Documents shall prove to have been incorrect in any
material respect when made or when delivered;
(d) the Seller, the Servicer (if CLC) or any Originator voluntarily
seeks, consents to or acquiesces in the benefit or benefits of any Debtor Relief
Law or becomes a party to or is made subject of any proceeding provided for by
any Debtor Relief Law, other than as a creditor or claimant;
(e) the cessation of, or failure to create, a valid first-priority
interest of the Trust in any of the Receivables or the Related Security or in
any other Trust Asset;
(f) the Originators or CLC shall cease to own or control 100% of the
issued and outstanding capital stock of the Seller or CLC shall cease to own or
control 51% of the issued and outstanding capital stock of each Originator;
(g) the Seller shall become unable for any reason to Convey Receivables
to the Trust in accordance with the provisions of this Agreement and the other
Transaction Documents;
(h) the Trust shall become subject to regulation by the Securities and
Exchange Commission as an "investment company" within the meaning of the
Investment Company Act;
(i) CLC fails to maintain (i) an average Fixed Charge Ratio of at least
2.75 to 1 for any twelve (12) consecutive Accounting Periods, or (ii) a minimum
Consolidated Shareholders Equity of at least $21,000,000;
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(j) the average Charge-Off Ratio shall exceed eight percent (8%) for any
three (3) consecutive Accounting Periods;
(k) the average Collection Percentage shall fall below seventy percent
(70%) for any three (3) consecutive Accounting Periods;
(1) the average Delinquency Percentage shall exceed fifteen percent
(15%) for any three (3) consecutive Accounting Periods;
(m) the average Billing Adjustment Percentage exceeds one and
one-quarter percent (1.25%) as of the end of any twelve (12) consecutive
Accounting Periods;
(n) the failure of the Seller or either Originator to pay indebtedness
in an amount equal to or in excess of $2,000,000 in accordance with the
provisions of the documentation evidencing any such indebtedness;
(o) any withdrawal or reduction of the rating of the Investor
Certificates by a Rating Agency;
(p) the failure of the Reserve Account to contain an amount equal to not
less than the Reserve Amount for two (2) consecutive calendar months; or
(q) the Seller Percentage falls below the Required Minimum Seller
Percentage on any calendar day and remains below the Required Minimum Seller
Percentage for five (5) consecutive calendar days after the release of a Monthly
Servicer's Report;
(r) any material adverse change occurs in the operations of CLC or
either Originator; or
(s) the Internal Revenue Service or the Pension Benefit Guaranty
Corporation shall file a notice of one (1) or more Liens with regard to any
Receivable which shall remain in place and unbonded for a period of at least ten
(10) consecutive calendar days;
then in the case of any event described in this Section 9.1 (other than
in Subsection (d) above), after the applicable grace period, if any, set forth
therein, the Trustee, at the direction of the Investor Certificateholder
Representative, by notice given in writing to the Seller and the Servicer, may
declare that a Termination Event has occurred as of the date of such notice; and
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in the case of any event described in Subsection (d) of this Section
9.1, a "Termination Event" shall occur automatically without any notice or
action on the part of the Trustee, the Investor Certificateholder
Representative or any Investor Certificateholder, immediately upon the
occurrence of such event.
ARTICLE 10
SERVICER DEFAULTS
Section 10.1. Servicer Defaults. If any one of the following events
shall occur and be continuing:
(a) any failure by the Servicer to make any payment, transfer or deposit
or to give instructions or notice to the Trustee pursuant to Article 4 within
two (2) Business Days after the date of the receipt by the Servicer of written
notice from the Trustee or the Investor Certificateholder Representative that
such payment, transfer, deposit or withdrawal or such instruction or notice is
required to be made or given, as the case may be, under the terms of this
Agreement and the other Transaction Documents;
(b) failure on the part of the Servicer duly to observe or perform in
any respect any other covenants or agreements of the Servicer set forth in this
Agreement or the Receivables Purchase Agreement which continues unremedied for a
period of ten (10) Business Days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Servicer by the Trustee, or to the Servicer and the Trustee by the Investor
Certificateholder Representative;
(c) any representation, warranty or certification made by the Servicer
in this Agreement and the other Transaction Documents or in any certificate
delivered pursuant to this Agreement and the other Transaction Documents shall
prove to have been incorrect when made, and any adverse effects of such breach
shall not have been cured to the satisfaction of the Investor Certificateholder
Representative within a period of thirty (30) Business Days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Trustee, or to the Servicer and the
Trustee by the Investor Certificateholder Representative;
(d) the Servicer voluntarily seeks, consents to or acquiesces in the
benefit or benefits of any Debtor Relief Law or becomes a party to or is made
subject of any proceeding
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provided for by any Debtor Relief Law, other than as creditor or
claimant;
(e) any Successor Servicer shall fail to meet the eligibility
requirements for a Successor Servicer as set forth in Article 10 hereof;
then, so long as such event shall not have been remedied (and, in the
case of clause (c),
(i) such event shall have had a material adverse effect on the
Certificateholders, and
(ii) a Servicer Default Consent shall have been obtained, and
in the case of clause (b) or (e) (unless such default shall have
resulted from a payment or insolvency default), a Servicer Default Consent shall
have been obtained, the Trustee (and in the case of defaults requiring a
Servicer Default Consent, the Investor Certificateholder Representatives, by
notice thereof to the Trustee) shall declare a default by the Servicer (a
"Servicer Default"). The Trustee shall provide notice of such Servicer
Default to the Seller, the Servicer, the Rating Agency and the Investor
Certificateholder Representative.
The Trustee shall provide notice to the Investor Certificateholder
Representative of any event described in (a) through (e) above upon receipt of
notice thereof. A "Servicer Default Consent" means that the Investor
Certificateholder Representative, within ten (10) Business Days after receipt
of notice pursuant to the preceding sentence, shall have agreed in writing to
declare a Servicer Default.
Upon or after the occurrence of a Servicer Default, the Trustee shall
deliver a notice in writing (a "Servicer Termination Notice") to the Investor
Certificateholder Representative of such Servicer Default. Notice of the giving
of such Servicer Termination Notice shall be provided by the Trustee to the
Seller, the Rating Agency and the Investor Certificateholder Representative.
After receipt by the Servicer of such Servicer Termination Notice, and on the
date that a Successor Servicer shall have been appointed by the Trustee pursuant
to Section 10.2, all authority and power of the Servicer under this Agreement
and the other Transaction Documents shall pass to and be vested in a Successor
Servicer; and, without limitation, the Trustee is hereby authorized and
empowered (upon the failure of the Servicer to cooperate) to execute and
deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all
documents and other instruments upon the failure of the Servicer to execute or
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deliver such documents or instruments, and to do and accomplish all other
acts or things necessary or appropriate to effect the purposes of such transfer
of servicing rights and obligations. The Servicer agrees to cooperate with the
Trustee and such Successor Servicer in effecting the termination of the
responsibilities and rights of the Servicer to conduct servicing hereunder
including, without limitation, the transfer to such Successor Servicer of all
authority of the Servicer to service the Receivables and the Related Security
provided for under this Agreement and the other Transaction Documents,
including, without limitation, all authority over all Collections which shall on
the date of transfer be held by the Servicer for deposit, or which have been
deposited by the Servicer, in the Accounts, or which shall thereafter be
received with respect to the Receivables and the Related Security. The Servicer
shall promptly transfer its electronic records or electronic copies thereof
relating to the Receivables and the Related Security to the Successor Servicer
in such electronic form as the Successor Servicer may reasonably request and
shall promptly transfer to the Successor Servicer all other records,
correspondence and documents necessary for the continued servicing of the
Receivables and the Related Security in the manner and at such times as the
Successor Servicer shall reasonably request. To the extent that compliance with
this Section 10.1 shall require the Servicer to disclose to the Successor
Servicer information of any kind which the Servicer reasonably deems to be
confidential, the Successor Servicer shall be required to enter into such
customary licensing and confidentiality agreements as the Servicer shall deem
necessary to protect its interests.
Notwithstanding the foregoing, a delay in or failure of performance
referred to in subsection 10.1(a), (b) or (c) shall not constitute a Servicer
Default if such delay or failure could not be prevented by the exercise of
reasonable diligence by the Servicer and such delay or failure was caused by an
act of God or the public enemy, acts of declared or undeclared war, public
disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire,
hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods,
power outages or similar causes. The preceding sentence shall not relieve the
Servicer from using its best efforts to perform its obligations in a timely
manner in accordance with the terms of this Agreement and the other Transaction
Documents and the Servicer shall provide the Trustee, the Seller, and the
Investor Certificateholder Representative with an Officer's Certificate giving
prompt notice of such failure or delay by it, together with a description of the
cause of such failure or delay and its efforts so to perform its obligations.
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Section 10.2. Trustee to Act; Appointment of Successor.
(a) On and after the occurrence of a Servicer Default pursuant to
Section 10.1 or a resignation of the Servicer pursuant to Section 8.5, the
Servicer shall continue to perform all servicing functions under this Agreement
and the other Transaction Documents until the date of the appointment of a
Successor Servicer hereunder. The Trustee shall, as promptly as possible after
the giving of a Servicer Termination Notice appoint a successor servicer (the
"Successor Servicer"), and such Successor Servicer shall accept its appointment
by a written assumption in a form acceptable to the Trustee. The Investor
Certificateholder Representative and the Rating Agency must consent in writing
to any Successor Servicer. The Trustee may obtain bids from any potential
successor servicer. If (i) the Trustee is unable to obtain any bids from any
potential successor servicer, or if no such bid is acceptable to the Investor
Certificateholder Representative and (ii) the Servicer delivers an Officer's
Certificate to the effect that it cannot in good faith cure the Servicer Default
which gave rise to a transfer of servicing, then the Trustee shall notify the
Investor Certificateholder Representative of the proposed sale of the
Receivables and the Related Security, and if, within fifteen (15) Business Days
after receipt of such notice, the Investor Certificateholder Representative
shall have consented in writing to the proposed sale of the Receivables and the
Related Security, the Investor Certificateholder Representative shall notify
each Investor Certificateholder of such proposed sale. Should the Investor
Certificateholder Representative fail to consent to such a sale, the original
Servicer shall continue to act as Servicer notwithstanding the occurrence of
such Servicer Default. Should the original Servicer be unable or unwilling to do
so, such sale shall occur notwithstanding the failure of the Investor
Certificateholder Representative to provide the required consent. If such a
sale occurs, the Trustee and the Investor Certificateholder Representative
shall provide each Investor Certificateholder an opportunity to bid on the
Receivables and the Related Security and shall offer the Seller the right of
first refusal to purchase the Receivables and the Related Security on terms
equivalent to the best purchase offer as determined by the Trustee, but in no
event less than an amount due in connection with each of the Certificates on the
date of such purchase (including all interest accrued but unpaid on all of the
outstanding Investor Certificates at the applicable Certificate Rate and all
fees and due but unpaid through the date of such purchase). The proceeds of such
sale shall be deposited in the Collection Account, for distribution to the
Investor Certificateholders, pursuant to Section 12.3 of this Agreement.
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Notwithstanding the above, the Trustee may petition a court of competent
jurisdiction to appoint as the Successor Servicer hereunder any established
entity having a net worth of not less than $50,000,000, and whose regular
business includes the servicing of items similar to the Receivables and the
Related Security.
(b) Upon its appointment, the Successor Servicer shall be the successor
in all respects to the Servicer with respect to servicing functions under this
Agreement and the other Transaction Documents and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Servicer
by the terms and provisions hereof, and all references in this Agreement and the
other Transaction Documents to the Servicer shall be deemed to refer to the
Successor Servicer.
(c) In connection with such appointment and assumption, the Trustee
shall be entitled to such compensation, or may make such arrangements for the
compensation of the Successor Servicer out of Collections from funds on deposit
in the Collection Account, as it and such Successor Servicer shall agree;
provided, however, that no such compensation shall be in excess of the Servicing
Fee permitted to the Servicer pursuant to Section 3.4. The Holder of the Seller
Certificate agrees that if the Servicer is terminated hereunder, it will agree
to deposit a portion of the Collections that it is entitled to receive pursuant
to Article 4 to pay its share of the compensation of the Successor Servicer.
(d) All authority and power granted to the Successor Servicer under this
Agreement and the other Transaction Documents shall automatically cease and
terminate upon termination of the Trust pursuant to Section 12.1 and shall pass
to and be vested in the Seller and, without limitation, the Seller is hereby
authorized and empowered to execute and deliver, on behalf of the Successor
Servicer, as attorney-in-fact or otherwise, all documents and other instruments,
and to do and accomplish all other acts or things necessary or appropriate to
effect the purposes of such transfer of servicing rights. The Successor Servicer
agrees to cooperate with the Seller in effecting the termination of the
responsibilities and rights of the Successor Servicer to conduct servicing on
the Receivables and the Related Security. The Successor Servicer shall transfer
its electronic records relating to the Receivables and the Related Security to
the Seller in such electronic form as the Seller may reasonably request and
shall transfer all other records, correspondence and documents to the Seller in
the manner and at such times as the Seller shall reasonably request. To the
extent that compliance with this Section 10.2 shall require the Successor
Servicer to disclose to the Seller information of any kind which the
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Successor Servicer deems to be confidential, the Seller shall be
required to enter into such customary licensing and confidentiality agreements
as the Successor Servicer shall deem necessary to protect its interests.
Section 10.3. Notification to Investor Certificateholder Representative.
Within two (2) Business Days after the Servicer becomes aware of any Servicer
Default, the Servicer shall give prompt written notice thereof to the Trustee,
the Investor Certificate Representative and the Rating Agency. Upon any
termination or appointment of a Successor Servicer pursuant to this Article 10,
the Trustee shall give prompt written notice thereof to the Investor
Certificateholder Representative and the Rating Agency.
Section 10.4. Waiver of Past Defaults. The Investor Certificateholder
Representative may waive a default by the Servicer or the Seller in the
performance of its obligations and its consequences on behalf of the Investor
Certificateholders. For purposes of this Section 10.4, any failure by the
Servicer or the Seller to make a required payment or deposit pursuant to this
Agreement and the other Transaction Documents within one (1) Business Day after
written notice thereof shall be deemed to adversely affect the Investor
Certificateholders. Upon any such waiver of a past default, such default shall
cease to exist, and any default arising therefrom shall be deemed to have been
remedied for every purpose of this Agreement and the other Transaction
Documents. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon except to the extent expressly so waived.
ARTICLE 11
THE TRUSTEE
Section 11.1. Duties of Trustee.
(a) The Trustee undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement and the other Transaction
Documents. If a Responsible Officer has received written notice that a Servicer
Default has occurred (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Agreement and the
other Transaction Documents, and use the same degree of care and skill in its
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.
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(b) Subject to subsection ll.l(a), no provision of this Agreement and
the other Transaction Documents shall be construed to relieve the Trustee from
liability for its own gross negligent action, its own grossly negligent failure
to act or its own willful misconduct; provided, however, that:
(i) the Trustee shall not be liable for an error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts;
(ii) the Trustee shall not be liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance
with the direction of the Investor Certificateholder Representative, relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee under this Agreement and the other Transaction Documents; and
(iii) the Trustee shall not be charged with knowledge of any failure
by the Servicer referred to in Section 10.1 or the occurrence of any
Termination Event under Section 9.1 unless a Responsible Officer of the Trustee
obtains actual knowledge of such failure or the Trustee receives written notice
of such failure from the Investor Certificateholder Representative.
(c) The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
under this Agreement and the other Transaction Documents or in the exercise of
any of its rights or powers, unless an indemnity satisfactory to it against such
risk or liability is provided, and none of the provisions contained in this
Agreement and the other Transaction Documents shall in any event require the
Trustee to perform, or be responsible for the manner of performance of, any of
the obligations of the Servicer under this Agreement and the other Transaction
Documents, except during such time, if any, as the Trustee shall be the
successor to, and be vested with the rights, duties, powers and privileges of,
the Servicer in accordance with the terms of this Agreement and the other
Transaction Documents.
(d) Except for actions expressly authorized by this Agreement and the
other Transaction Documents, the Trustee shall take no action reasonably likely
to impair the interests of the Trust in any Receivable now existing or hereafter
created or to impair the value of any Receivable now existing or hereafter
created.
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(e) Except as expressly provided in this Agreement and the other
Transaction Documents, the Trustee shall have no power to vary the corpus of the
Trust including, without limitation, the power to (i) accept any substitute
obligation for a Receivable initially assigned to the Trust under Section 2.1
hereof (ii) add any other investment, obligation or security to the Trust, (iii)
withdraw from the Trust any Receivables, except for a withdrawal permitted under
Sections 9.2, 12.1 or 12.2 or Article 4 or (iv) Convey any interest in
Receivables except as provided for herein.
(f) In the event that the Paying Agent or the Transfer Agent and
Registrar shall fail to perform any obligation, duty or agreement in the manner
or on the day required to be performed by the Paying Agent or the Transfer Agent
and Registrar, as the case may be, under this Agreement and the other
Transaction Documents, the Trustee shall be obligated promptly to enforce the
performance of such obligation, duty or agreement in the manner so required.
(g) If the Seller has agreed to transfer any of its receivables (other
than the Receivables) to another Person, upon the written request of the Seller,
and ten (10) Business Days' notice to the Investor Certificateholder
Representative, the Trustee shall enter into such intercreditor agreements with
the transferee of such receivables as are customary and necessary to identify
separately the rights, if any, of the Trust and such other Person in the
Seller's other receivables, and shall provide to the Investor Certificateholder
Representative a copy of each such intercreditor agreement; provided, that the
Trustee shall not be required to enter into any intercreditor agreement which
could adversely affect the interests of the Certificateholders and, upon the
request of the Trustee or the Investor Certificateholder Representative, the
Seller shall deliver to it an Opinion of Counsel (with a copy to the Investor
Certificateholder Representative) on any matters relating to such intercreditor
agreement, reasonably requested by the Trustee or the Investor
Certificateholder Representative.
(h) The Trustee shall notify the Investor Certificateholder
Representative of any Termination Event of which a Responsible Officer has
actual knowledge, within thirty (30) calendar days from the date that the
Trustee first obtained such knowledge.
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Section 11.2. Certain Matters Affecting the Trustee. Except as otherwise
provided in Section 11.1:
(a) the Trustee may conclusively rely on and shall be protected in
acting, or in refraining from acting, on the initial report, the Daily
Servicer's Report, the Monthly Servicer's Report, the annual Servicer's
certificate, the quarterly Certificateholder's statement, any resolution,
Officer's Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine and to
have been signed or presented to it pursuant to this Agreement and the other
Transaction Documents by the proper party or parties; provided, that if CLC is
not the Servicer at the time the Trustee receives any such paper or document,
the Trustee shall provide a copy of such document to the Seller upon the written
request of the Seller;
(b) the Trustee may consult with counsel, and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance
with such Opinion of Counsel;
(c) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement and the other Transaction
Documents, or to institute, conduct or defend any litigation hereunder or in
relation hereto, at the request, order or direction of the Investor
Certificateholder Representative unless the Investor Certificateholder
Representative shall have offered to the Trustee security or indemnity
satisfactory to the Trustee against the costs, expenses and liabilities which
may be incurred therein or thereby; nothing contained herein shall, however,
relieve the Trustee of the obligations, upon the occurrence of any Servicer
Default (which has not been cured), to exercise such of the rights and powers
vested in it by this Agreement and the other Transaction Documents and to use
the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of its own affairs;
(d) the Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement and the other
Transaction Documents;
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(e) the Trustee shall not be bound to make any investigation into the
facts of matters stated in, the initial report, the Daily Servicer's Report, the
Monthly Servicer's Report, the annual Servicer's certificate, the quarterly
Certificateholder's statement, any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing so to do by the Investor
Certificateholder Representative and at its expense;
(f) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys or a custodian, and the Trustee shall not be responsible for any
misconduct or negligence on the part of any such agent, attorney or custodian
appointed with reasonable care by it hereunder; and
(g) except as may be required by subsection ll.l(a), the Trustee shall
not be required to make any initial or periodic examination of any documents or
records related to the Receivables and the Related Security for the purpose of
establishing the presence or absence of defects or the compliance by the Seller
with its representations and warranties or for any other purpose.
Section 11.3. Trustee Not Liable for Recitals in Certificates. The
Trustee assumes no responsibility for the correctness of the recitals contained
herein and in the Certificates (other than the certificate of authentication on
the Certificates). Except as set forth in Section 11.15, the Trustee makes no
representations as to the validity or sufficiency of this Agreement and the
other Transaction Documents or of the Certificates (other than the certificate
of authentication on the Certificates) or of any Receivable or related document.
The Trustee in its individual capacity shall not be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Seller in
respect of the Receivables and the Related Security or deposited in or withdrawn
from the Collection Account (or any other account hereafter established to
effectuate the transactions contemplated by the terms of this Agreement and the
other Transaction Documents) by the Servicer.
Section 11.4. Trustee May Own Certificates. The Trustee and its Affiliates
in their individual or any other capacity may become the owner or pledgee of
Investor Certificates, with the same rights as it would have if it were not
the Trustee.
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Section 11.5. The Servicer to Pay Trustee's Fees and Expenses. The Servicer
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to receive as annual compensation the amount set forth in
Exhibit 11.5 (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in execution of the Trust hereby created and in the exercise and performance
of any of the powers and duties hereunder of the Trustee, payable in accordance
with the provisions of Section 4.3(b), and the Servicer shall pay or reimburse
the Trustee (without reimbursement from the Collection Account or otherwise)
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Agreement and the other Transaction Documents except any such expense,
disbursement or advance as may arise from its own gross negligence or willful
misconduct and except as provided in the following sentence. If the Trustee is
appointed Successor Servicer pursuant to Section 10.2, the provisions of this
Section 11.5 shall not apply to expenses, disbursements and advances made or
incurred by the Trustee in its capacity as Successor Servicer.
The obligations of the Servicer under this Section 11.5 shall survive the
termination of the Trust and the resignation or removal of the Trustee.
Section 11.6. Eligibility Requirements for Trustee. The Trustee hereunder
(or, alternatively, a Person which is the direct or indirect parent corporation
of the Trustee) shall at all times be a corporation organized and doing business
under the laws of the United States of America or any state thereof, authorized
under such laws to exercise corporate trust powers, having a long-term unsecured
debt rating of at least Baa3 by Moody's and BBB- by S&P, having, in the case of
an entity that is subject to risk-based capital adequacy requirements,
risk-based capital of at least $50,000,000 or, in the case of an entity that is
not subject to risk-based capital adequacy requirements, a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority and, prior to its appointment hereunder, must be
acceptable to the Investor Certificateholder Representative. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purpose of this Section 11.6, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 11.6, the Trustee shall resign
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immediately in the manner and with the effect specified in Section 11.7.
Section 11.7. Resignation or Removal of Trustee.
(a) The Trustee may at any time resign and be discharged from the Trust
hereby created by giving written notice thereof to the Seller, the Servicer and
the Investor Certificateholder Representative. Upon receiving such notice of
resignation, the Servicer shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. The Servicer shall
deliver a copy of such instrument to the Investor Certificateholder
Representative. Any such appointment shall be subject to the prior written
consent of the Investor Certificateholder Representative. If no successor
trustee shall have been so appointed and have accepted within thirty (30) days
after the giving of such notice of resignation, the resigning Trustee, upon
notice to the Seller, the Servicer and the Investor Certificate Representative,
may petition any court of competent jurisdiction for the appointment of a
successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 11.6 hereof and shall fail to resign after
written request therefor by the Seller, the Servicer or the Investor
Certificateholder Representative, or if at any time the Trustee shall be legally
unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of
the Trustee or of its property shall be appointed, or any public officer shall
take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Seller, the
Servicer or the Investor Certificateholder Representative may, but shall not be
required to, upon ten (10) days prior written notice to the others, remove the
Trustee and then the Servicer shall promptly appoint a successor trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee.
The Servicer shall deliver a copy of such instrument to the Investor
Certificateholder Representative. If a successor trustee shall not be appointed
within sixty (60) days of the date of such written notice, either the Trustee or
the Investor Certificateholder Representative may petition a court of competent
jurisdiction to appoint a successor trustee. Any such appointment shall be
subject to the prior written consent of the Servicer and the Investor
Certificateholder Representative.
(c) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the
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provisions of this Section 11.7 shall not become effective until
acceptance of appointment by the successor trustee as provided in Section 11.8
hereof and any liability of the Trustee arising hereunder shall survive such
appointment of a successor Trustee.
Section 11.8. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 11.7 hereof
shall execute, acknowledge and deliver to the Seller, the Servicer, the Investor
Certificateholder Representative and its predecessor Trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as Trustee herein. The Trustee shall
promptly notify the Rating Agency of the appointment of the successor Trustee.
The predecessor Trustee shall deliver to the successor trustee all documents and
statements held by it hereunder, and the Seller and the predecessor Trustee
shall execute and deliver such instruments reasonably requested by the Investor
Certificateholder Representative or otherwise required or contemplated
hereunder and do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor trustee all such rights,
powers, duties and obligations. Thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor trustee, without
any further act, shall become fully vested with all the rights, powers, duties
and obligations of its predecessor hereunder with like effect as if originally
named as Trustee herein and therein.
(b) No successor trustee shall accept appointment as provided in this
Section 11.8 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 11.6 hereof.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section 11.8, such successor trustee shall mail notice of such succession
hereunder to the Investor Certificateholder Representative and the Rating
Agency.
Section 11.9. Merger or Consolidation of Trustee. Any Person into which
the Trustee may be merged or converted or with which it may be consolidated, or
any Person resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any Person succeeding to the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided (i) such corporation shall be eligible under the
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provisions of Section 11.6 hereof, and (ii) if such corporation is an
Affiliate of the Seller, the Investor Certificateholder Representative shall
have consented to such corporation as the successor Trustee hereunder, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.
Section 11.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions of this Agreement and the other
Transaction Documents, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Trust may at the time
be located, the Trustee shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Trust, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust, or any part
thereof, and, subject to the other provisions of this Section 11.10, such
powers, duties, obligations, rights and trusts as the Trustee may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
11.6 and no notice to Certificateholders, of the appointment of any co-trustee
or separate trustee shall be required under Section 11.8 hereof.
(b) Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly (it
being understood that such separate trustee or co-trustee is not authorized to
act separately without the Trustee joining in such act), except to the extent
that under any laws of any jurisdiction in which any particular act or acts are
to be performed (whether as Trustee hereunder or as successor to the Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee
or co-trustee, but solely at the direction of the Trustee;
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(ii) no trustee hereunder shall be personally liable by reason of any
act or omission of any other trustee hereunder; and
(iii) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the other
Transaction Documents and the conditions of this Article 11. Each separate
trustee and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement and the other Transaction
Documents, specifically including every provision of this Agreement and the
other Transaction Documents relating to the conduct of, affecting the liability
of, or affording protection to, the Trustee. Every such instrument shall be
filed with the Trustee and a copy thereof given to the Servicer and the Investor
Certificateholder Representative.
(d) Any separate trustee or co-trustee may at any time constitute the
Trustee as its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect to this
Agreement and the other Transaction Documents on its behalf and in its name. If
any separate trustee or co-trustee shall die, become incapable of acting, resign
or be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 11.11. Tax Return. In the event the Trust shall be required to file
tax returns, the Trustee, as soon as practicable after it is made aware of such
requirement, at the expense of the Trust, shall, at the expense of the Trust,
prepare or cause to be prepared any tax returns required to be filed by the
Trust and, to the extent possible, shall file such returns at least five (5)
days before such returns are due to be filed. The Trustee is hereby authorized
to sign any such return on behalf of the Trust. The Servicer shall also prepare
or cause to be prepared all tax information required by law to be distributed to
Certificateholders and shall deliver such information to the Trustee and the
Investor Certificateholder Representative at least five (5) days prior to the
date it is required by law to be distributed to Certificateholders. The
Servicer, the Seller and
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each Originator upon request, shall furnish the Trustee with all such
information known to the any of them as may be reasonably required in connection
with the preparation of all tax returns of the Trust. In no event shall the
Trustee or the Servicer be liable for any liabilities, costs or expenses of the
Trust or the Investor Certificateholders arising under any tax law, including
without limitation federal, state, local or foreign income or excise taxes or
any other tax imposed on or measured by income (or any interest or penalty with
respect thereto or arising from a failure to comply therewith).
Section 11.12. Trustee May Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement and the other
Transaction Documents may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee or agent, after giving the Investor
Certificateholder Representative at least ten (10) Business days' notice of its
intent to institute such proceeding. The Trustee shall be permitted to file any
and all necessary proofs of claims on behalf of any Investor Certificateholder.
Any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit the Certificateholders.
Section 11.13. Suits for Enforcement.
(a) If a Servicer Default shall occur and be continuing, the Trustee,
in its discretion may, and at the written discretion of the Investor
Certificateholder Representative, accompanied by indemnity satisfactory to the
Trustee, shall, for the equal and ratable benefit of the Certificateholders (in
accordance with their respective Undivided Trust Interests) subject to the
provisions of Sections 10.1 and 11.14, proceed to protect and enforce its rights
and the rights of the Certificateholders a suit, action or proceeding in equity
or at law or otherwise, whether for the specific performance of any covenant or
agreement contained in this Agreement and the other Transaction Documents, or in
aid of the execution of any power granted in this Agreement and the other
Transaction Documents, or for the enforcement of any other legal, equitable or
other remedy as the Trustee, being advised by counsel, shall deem most
effectual to protect and enforce any of the rights of the Trustee or the
Certificateholders.
(b) Approval of Plans of Reorganization. Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any
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Certificateholder any plan of reorganization, arrangement, adjustment or
composition affecting any interests in the Receivables and the Related Security
or the rights of any owner thereof, or to authorize the Trustee to vote in
respect of the claim of any Certificateholder.
Section 11.14. Rights of Investor Certificateholder Representative to
Direct Trustee.
(a) The Investor Certificateholder Representative shall, after
furnishing to the Trustee an indemnity satisfactory to it, have the right to
direct the Trustee (i) with respect to the time, method, and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, and (ii) to exercise any right, remedy or
power provided to the Certificateholders (or the Investor Certificate
Representative), and the Trustee shall so act; provided, however, that, subject
to Section 11.1, the Trustee shall have the right to decline to follow any such
direction if the Trustee being advised by counsel determines that the action so
directed may not lawfully be taken, or if the Trustee in good faith shall, by a
Responsible Officer or Responsible Officers of the Trustee, determine that the
proceedings so directed would be illegal or involve it in personal liability;
and provided, further, that nothing in this Agreement and the other Transaction
Documents shall impair the right of the Trustee to take any action deemed proper
by the Trustee and which is not inconsistent with such direction of the Investor
Certificateholder Representative.
(b) In connection with any action taken by the Trustee pursuant to
instructions given in accordance with paragraph (a) above, any legal counsel
retained by the Trustee shall be acceptable to the Certificateholders and the
Trustee shall notify promptly the Investor Certificateholders Representative of
such action. In addition, the Investor Certificateholder Representative may, at
its own cost, elect to participate in such action along with the Trustee, which
participation may include retaining separate counsel.
Section 11.15. Representations and Warranties of the Trustee. The
Trustee, in its individual capacity, represents and warrants that:
(i) the Trustee is a national banking association authorized to
engage in the business of banking under the laws of the United States of
America;
(ii) the Trustee has full power, authority and right to execute,
deliver and perform this Agreement and has
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taken all necessary action to authorize the execution, delivery and
performance by it of this Agreement and the other Transaction Documents; and
(iii) this Agreement has been duly executed and delivered by the
Trustee.
ARTICLE 12
TERMINATION
Section 12.1. Termination of Trust.
(a) The Trust and the respective obligations and responsibilities of the
Seller, the Servicer and the Trustee created hereby (other than the obligation
of the Trustee or the Paying Agent to make payments to Certificateholders as
hereafter set forth) shall terminate, except with respect to the duties and
obligations described in Section 7.3, 8.4, Section 11.5 and subsection 12.3(b),
on the Trust Termination Date; provided, however, that the Trust shall not
terminate on the date specified in clause (b)(i) of the definition of "Trust
Termination Date" if each of the Servicer and the Holder of the Seller
Certificate notify the Trustee in writing, not later than five (5) Business Days
preceding such date, that they desire that the Trust not terminate on such date,
which notice (such notice, a "Trust Extension") shall specify the date on which
the Trust shall terminate (such date, the "Extended Trust Termination Date");
provided, however, that the Extended Trust Termination Date shall be not later
than May 14, 2008. The Servicer and the Holder of the Seller Certificate may, on
any date following the Trust Extension, so long as no Investor Certificates are
outstanding, deliver a notice in writing to the Trustee changing the Extended
Trust Termination Date.
(b) In the event that (i) the Trust has not terminated by the last
Distribution Date occurring in the second calendar quarter preceding the Trust
Termination Date, and (ii) the Investor Interest (after giving effect to all
transfers, withdrawals, deposits and drawings to occur on such date and the
payment of principal on Certificates to be made on the Distribution Date during
such calendar quarter pursuant to Section 4.3(b)(ii) and (iv)) would be greater
than zero, the Servicer shall sell within thirty (30) days after such
Distribution Date all the Receivables and the Related Security. The proceeds of
any sale shall be treated as Collections on the Receivables and the Related
Security and shall be allocated and deposited in accordance with Section 4.3(b)
(ii) and (iv). During such thirty (30) day period, the Servicer shall continue
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to collect payments on the Receivables and the Related Security and allocate
and deposit such payments in accordance with the provisions of Section 4.3.
(c) All principal, interest, fees and expenses with respect to the
Certificates shall be due and payable no later than the Trust Termination Date.
If the Investor Interest is greater than zero on the Trust Termination Date
(after giving effect to all transfers, withdrawals, deposits and drawings to
occur on such date and the payment of principal and interest and fees to be made
on such date), the Trustee will sell or cause to be sold, the Receivables and
pay the proceeds to all Certificateholders, in accordance with the allocation
and payment provisions of Section 4.3, in final payment of all principal of and
accrued interest. The Seller shall be permitted to purchase such Receivables in
such case and shall have a right of first refusal with respect thereto. Any
proceeds of such sale in excess of such principal shall be paid to the Holder of
the Seller Certificate. Upon the Trust Termination Date, final payment of all
amounts allocable to any Investor Certificates shall be made in the manner
provided in Section 12.3.
Section 12.2. Optional Redemption of Investor Certificates.
(a) At any time after May 13, 1994, the Seller shall have the option, by
written notice to the Investors, to redeem the Investor Certificates in whole
(but not in part) for a principal price equal to the unpaid principal balance
due in connection with the Investor Certificates, plus an amount equal to the
applicable Early Redemption Premium, together with an amount equal to all
accrued and unpaid interest, fees costs, and expenses due at the time such
redemption occurs.
(b) For purposes of this Section 12.2 the following terms shall have the
following meanings:
"Called Principal" shall mean, with respect to any Investor
Certificate, the principal of such Investor Certificate that is to be redeemed
pursuant to this Section 12.2.
"Discounted Value" shall mean, with respect to the Called Principal
of any Investor Certificate, the amount obtained by discounting such Called
Principal from the Scheduled Maturity Date to the Settlement Date with respect
to such Called Principal, in accordance with accepted financial practice and at
a discount factor (applied on a quarterly basis, equal to the Reinvestment Yield
with respect to such Called Principal.
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"Early Redemption Premium" shall mean, with respect to any Investor
Certificate, a premium equal to the greater of (a) the excess, if any, of the
Discounted Value of the Called Principal of such Investor Certificate over the
sum of (i) such Called Principal plus (ii) interest accrued thereon as of
(including interest due on) the redemption date with respect to such Called
Principal or (b) One Hundred Thousand Dollars ($100,000).
"Reinvestment Yield" shall mean, with respect to the Called Principal
of any Investor Certificate, the yield to maturity implied by (i) the yields
reported, as of 10:00 A.M. (New York City time) on the fifth Business Day
preceding the Settlement Date with respect to such Called Principal, on the
display designated as "Page 678" on the Telerate Service (or such other display
as may replace Page 678 on the Telerate Service) for actively traded U.S.
Treasury securities having a maturity equal to the Remaining Life of such Called
Principal as of such Settlement Date, or if such yields shall not be reported as
of such time or the yields reported as of such time shall not be ascertainable,
(ii) the Treasury Constant Maturity Series yields reported, for the latest day
for which such yields shall have been so reported as of the fifth Business Day
preceding the Settlement Date with respect to such Called Principal, in Federal
Reserve Statistical Release X.15 (519) (or any comparable successor publication)
for actively traded U.S. Treasury securities having a constant maturity equal to
the Remaining Life of such Called Principal as of such Settlement Date. Such
implied yield shall be determined, if necessary, by (a) converting U.S. Treasury
bill quotations to bond-equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between reported yields.
"Remaining Life" shall mean, with respect to the Called Principal of
any Investor Certificate, the number of months (calculated to the nearest month)
which will elapse from the Settlement Date to the Scheduled Maturity Date.
"Settlement Date" shall mean, with respect to the Called Principal of
any Investor Certificate, the date on which such Called Principal is to be
redeemed pursuant to this Section 12.2.
Section 12.3. Final Payment with Respect to the Investor Certificates.
(a) Written notice of any termination, specifying the Distribution Date
upon which the Investor Certificateholders may surrender their Certificates for
payment of the final distribution with respect to such Certificates and for
cancellation, shall be given (subject to at least two (2)
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Business Days' prior notice from the Servicer to the Trustee) by the
Trustee at the expense of the Trust to the Investor Certificateholders of
record as of the close of business on the Business Day immediately preceding the
date of the delivery of such notice, mailed not later than the fifth day of the
month in which such Distribution Date is to occur specifying (i) the
Distribution Date (which shall be the Distribution Date in the month (x) in
which the deposit is made pursuant to subsection 9.2(b), 10.2(a), or 12.2(a) of
this Agreement or (y) in which the Trust Termination Date occurs) upon which
final payment of such Investor Certificates will be made upon presentation and
surrender of such Investor Certificates at the office or offices therein
designated, (ii) the amount of any such final payment and (iii) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Investor Certificates at
the office or offices therein specified. The Trustee shall give such notice to
the Transfer Agent and Registrar and the Paying Agent at the time such notice is
given to such Investor Certificateholders.
(b) Notwithstanding the termination of the Trust pursuant to subsection
12.1(a) or the occurrence of the Trust Termination Date, all funds then on
deposit in the Collection Account shall continue to be held in trust for the
benefit of the Certificateholders, and the Paying Agent or the Trustee shall
pay such funds to the Certificateholders upon surrender of their Certificates.
In the event that all of the Investor Certificateholders shall not surrender
their Certificates for cancellation within six (6) months after the date
specified in the above-mentioned written notice, the Trustee at the expense of
the Trust shall give a second written notice to the remaining Investor
Certificateholders upon receipt of the appropriate records from the Transfer
Agent and Registrar to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. The Trustee and the Paying Agent
shall pay to the Seller upon written request any funds held by them for the
payment of principal or interest which remains unclaimed for two (2) years
following the Trust Termination Date. After payment to the Seller, Investor
Certificateholders entitled to the such funds may seek recovery only from the
Seller as general creditors unless an applicable abandoned property law
designates another Person.
(c) All Certificates surrendered for payment of the final distribution
with respect to such Certificates and cancellation shall be canceled by the
Transfer Agent and Registrar and be disposed of in a manner satisfactory to the
Trustee and the Seller.
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Section 12.4. Termination Rights of Holder of Seller Certificate. Upon the
termination of the Trust pursuant to Section 12.1, and after payment of all
amounts due hereunder on or prior to such termination and the surrender of the
Seller Certificate, the Trustee shall execute a written reconveyance
substantially in the form of Exhibit 12.4 pursuant to which it shall reconvey to
the Holder of the Seller Certificate (without recourse, representation or
warranty) all right, title and interest of the Trust in the Receivables and the
Related Security, whether then existing or thereafter created, all moneys due or
to become due with respect thereto, any and all proceeds of the foregoing,
except for amounts held by the Trustee pursuant to subsection 12.3(b). The
Trustee shall execute and deliver such instruments of transfer and assignment,
in each case without recourse, as shall be reasonably requested by the Holder of
the Seller Certificate to vest in such Holder all right, title and interest
which the Trust had in the Receivables and the Related Security.
ARTICLE 13
MISCELLANEOUS PROVISIONS
Section 13.1. Amendment.
(a) This Agreement may be amended in writing from time to time by the
Servicer, the Seller and the Trustee upon ten (10) Business Days' notice to the
Investor Certificateholder Representative (along with a copy of the form of the
proposed amendment), without the consent of the Investor Certificateholders;
provided, that such action shall not, as evidenced by an Opinion of Counsel for
the Seller addressed and delivered to the Trustee and the Investor
Certificateholder Representative, adversely affect in any material respect the
interests of any Investor Certificateholder provided, further, that the Rating
Agency Condition shall have been satisfied with respect to such amendment.
(b) This Agreement may also be amended in writing from time to time by
the Servicer, the Seller and the Trustee upon ten (10) Business Days' notice to
the Investor Certificateholder Representative (along with a copy of the form of
the proposed amendment), with the consent of the Investor Certificateholder
Representative.
(c) The Trustee may, but shall not be obligated to, enter into any
Amendment which affects the Trustee's rights, duties or immunities under this
Agreement or otherwise.
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(d) Promptly after the execution of any such amendment, the Servicer
shall furnish a copy of such amendment to the Investor Certificateholder
Representative and to the Rating Agency.
(e) It shall not be necessary to obtain the consent of Investor
Certificateholder Representative under this Section 13.1 to approve the
particular form of any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining such
consents and of evidencing the authorization of the execution thereof by
Investor Certificateholders or Receivables Purchasers shall be subject to such
reasonable requirements as the Trustee may prescribe.
(f) In connection with any amendment, the Trustee may request an Opinion
of Counsel from the Seller or the Servicer to the effect that the amendment
complies with all requirements of this Agreement.
Section 13.2. Protection of Right, Title and Interest to Trust.
(a) The Servicer shall cause this Agreement and the other Transaction
Documents and all certificates of assignment, agreements and documents, and all
amendments hereto and thereto and/or all financing statements and continuation
statements and any other necessary documents covering the Trust's and the
Certificateholders' right, title and interest to the property comprising the
Trust right, title and interest in the Receivables and the Related Security to
be promptly recorded, registered and filed, and at all times to be kept
recorded, registered and filed, all in such manner and in such places as may be
required by law fully to preserve and protect the right, title and interest of
the Certificateholders or the Trust, as the case may be, hereunder to all
property comprising the Trust. The Servicer shall deliver to the Trustee
file-stamped copies of, or filing receipts for, any document recorded,
registered or filed as provided above (with a copy thereof to the Investor
Certificateholder Representative), as soon as available following such
recording, registration or filing. The Seller and the Originators shall
cooperate fully with the Servicer in connection with the obligation set forth
above and shall execute any and all documents reasonably required to fulfill the
intent of this subsection 13.2(a).
(b) Within 30 days after the Seller or the Trustee makes any change in
its name, identity or corporate structure which would make any financing
statement or continuation statement filed in accordance with paragraph (a)
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above materially misleading within the meaning of Section 9-402(7) of the
UCC, the Seller or the Trustee, as applicable, shall give the Trustee and the
Investor Certificateholder Representative, as applicable, notice of any such
change and shall file such financing statements or amendments as may be
necessary to continue the perfection of the Trust's and the Certificateholders'
interest in the property comprising the Trust as contemplated by Section 2.1
hereof.
(c) Each of the Seller and the Servicer shall give the Trustee and the
Investor Certificateholder Representative prompt written notice of any
relocation of any office from which it services Receivables or keeps records
concerning the Receivables and the Related Security or of its principal
executive office and whether, as a result of such relocation, the applicable
provisions of the UCC would require the filing of any amendment of any
previously filed financing or continuation statement or of any new financing
statement and shall file such financing statements or amendments as may be
necessary to continue the perfection of the interests in the Receivables and the
Related Security and the proceeds thereof. Each of the Seller and the Servicer
shall at all times maintain each office from which it services Receivables and
its principal executive office within the United States of America.
Section 13.3. Limitation on Rights of Certificateholders and Investor
Certificateholder Representative.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust, nor shall such death or incapacity
entitle such Certificateholder or legal representatives or heirs to claim an
accounting or to take any action or commence any proceeding in any court for a
partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.
(b) Except as set forth in this Agreement and the other Transaction
Documents, no Certificateholder shall have any right to vote or in any manner
otherwise control the operation and management of the Trust, or the obligations
of the parties hereto, nor shall anything herein set forth, or contained in
the terms of the Certificates be construed so as to constitute the
Certificateholders from time to time as partners or members of an association,
nor shall any Certificateholder be under any liability to any third person by
reason of any action taken by the parties to this Agreement and the other
Transaction Documents pursuant to any provision hereof.
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(c) No Certificateholder shall have any right by virtue of any
provisions of this Agreement and the other Transaction Documents to institute
any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement and the other Transaction Documents, unless the Investor
Certificateholder Representative previously shall have given written notice to
the Trustee, and unless the Investor Certificateholder Representative shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for thirty
(30) days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or
proceeding; it being understood and intended, and being expressly covenanted by
each Certificateholder and with every other Certificateholder and the Trustee,
that no one or more Certificateholder shall have the right in any manner
whatever by virtue or by availing itself or themselves of any provisions of this
Agreement and the other Transaction Documents to affect, disturb or prejudice
the rights of other Certificateholders, or to obtain or seek to obtain priority
over or preference to any other such Certificateholder or, except as expressly
provided in this Agreement and the other Transaction Documents, to enforce any
right under this Agreement and the other Transaction Documents, except in
the manner herein or therein provided and for the benefit of all
Certificateholders, in accordance with their respective Undivided Trust
Interests. For the protection and enforcement of the provisions of this Section
13.3, each and every Certificateholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.
Section 13.4. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REFERENCE
TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 13.5. Notices. All demands, notices, instructions and
communications hereunder shall be in writing and shall be deemed to have duly
given if personally delivered at, sent by facsimile to, sent by courier at or
mailed by registered mail, return receipt requested, (a) in the case of the
Seller to 102 Pickering Way, Exton, PA 19341 ATTN: Chief Financial Officer (b)
in the case of the Trustee, to the Corporate Trust Office (c) in the case of a
Rating Agency, to Duff & Phelps Credit Rating Co., 55 East Monroe Street,
Chicago, Illinois 60603 (d) in the case of the Investor Certificateholder
Representative, to Transamerica Investment Services, 1150 S. Olive Street, Los
Angeles,
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California or (e) in the case of the Servicer to 102 Pickering Way,
Exton, PA 19341 ATTN: Chief Financial Officer. Any notice required or permitted
to be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Certificateholder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 13.6. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement and the other
Transaction Documents shall for any reason whatsoever be held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and the
other Transaction Documents and shall in no way affect the validity or
enforceability of the other provisions of this Agreement and the other
Transaction Documents or of the Certificates or the rights of the
Certificateholders thereof.
Section 13.7. Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Section 8.2, this Agreement and the
other Transaction Documents may not be assigned by the Servicer without the
prior written consent of the Investor Certificateholder Representative.
Section 13.8. Certificates Non-Assessable and Fully Paid. It is the
intention of the parties to this Agreement and the other Transaction Documents
that the Certificateholders shall not be personally liable for obligations of
the Trust, that the Undivided Trust Interests represented by the Certificates
shall be non-assessable for any losses or expenses of the Trust or for any
reason whatsoever, and that Certificates upon authentication thereof by the
Trustee pursuant to Sections 2.1 and 6.2 are and shall be deemed fully paid.
Section 13.9. Further Assurances. The Seller and the Servicer agree to do
and perform, from time to time, any and all acts and to execute any and all
further instruments required or reasonably requested by the Trustee or the
Investor Certificateholder Representative to more fully effect the purposes of
this Agreement and the other Transaction Documents, including, without
limitation, the execution of any financing statements or continuation statements
relating to the Receivables and the Related Security for filing under the
provisions of the UCC of any applicable jurisdiction.
Section 13.10. Nonpetition Covenant. Notwithstanding any prior termination
of this Agreement and the other Transaction Documents, the Servicer, the
Trustee, the Investor Certificateholder
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Representative, the Investor Certificateholders and the Seller, shall not, prior
to the date which is one year and one day after the termination of this
Agreement and the other Transaction Documents with respect to the Trust,
acquiesce, petition or otherwise invoke or cause the Trust to invoke the process
of any Governmental Authority for the purpose of commencing or sustaining a case
against the Trust under any Federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Trust or any substantial part of
its property or ordering the winding up or liquidation of the affairs of the
Trust.
Section 13.11. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Trustee, the Investor
Certificateholder Representative or the Investor Certificateholders, any right,
remedy, power or privilege hereunder, shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exhaustive of any rights,
remedies, and privileges provided by law.
Section 13.12. counterparts. This Agreement may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
Section 13.13. Third-Party Beneficiaries. This Agreement and the other
Transaction Documents shall inure to the benefit of and be binding upon the
parties hereto, the Certificateholders, and the Investor Certificateholder
Representative and their respective successors and permitted assigns. Except as
otherwise provided in this Article 13, no other Person shall have any right or
obligation hereunder.
Section 13.14. Actions by Certificateholders. Any request, demand,
authorization, direction, notice, consent, waiver or other act by a
Certificateholder shall bind such Certificateholder and every subsequent holder
of such Certificate issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done or omitted to
be done by the Trustee or the Servicer in reliance thereon, whether or not
notation of such action is made upon such Certificate.
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Section 13.15. Rule 144A Information. For so long as any of the Investor
Certificates are "restricted securities" within the meaning of Rule 144(a)(3)
under the Securities Act, each of the Seller, the Servicer and the Trustee agree
to cooperate with each other to provide to any Investor Certificateholders and
to any prospective purchaser of Certificates designated by such an Investor
Certificateholder upon the request of such Investor Certificateholder or
prospective purchaser, any information required to be provided to such holder or
prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
under the Securities Act.
Section 13.16. Merger and Integration. Except as specifically stated
otherwise herein, this Agreement and the other Transaction Documents, sets forth
the entire understanding of the parties relating to the subject matter hereof,
and all prior understandings, written or oral, are superseded by this Agreement
and the other Transaction Documents. This Agreement and the other Transaction
Documents may not be modified, amended, waived or supplemented except as
provided herein.
Section 13.17. Headings. The headings herein are for purposes of reference
only and shall not otherwise affect the meaning or interpretation of any
provision hereof.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused
this Agreement to be duly executed by their respective officers as of the day
and year first above written.
PICKERING WAY FUNDING CORP.,
Seller
By: /s/ Charles E. Fernald
----------------------------
Name: Charles E. Fernald
Title: Vice President
102 Pickering Way
Exton, PA 19341
[Executions continued]
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CHEMICAL LEAMAN CORPORATION,
Servicer
By: /s/ Charles E. Fernald
----------------------------
Name: Charles E. Fernald
Title: Senior Vice President
102 Pickering Way
Exton, PA 19341
FIDELITY BANK, NATIONAL
ASSOCIATION, as Trustee
By: /s/ John H. Clapham
----------------------------
Name: John H. Clapham
Title: Assistant Vice President
102 Pickering Way
Exton, PA 19341
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EXHIBIT 1.1(a)
LIST OF ACCOUNTING PERIODS
1993 1994 1995
---- ---- ----
January Jan. 1 - Jan. 31 Jan. 1 - Jan. 30 Jan. 1 - Jan. 29
February Feb. 1 - Feb. 28 Jan. 31 - Feb. 27 Jan. 30 - Feb. 26
March Mar. 1 - Apr. 4 Feb. 28 - Apr. 3 Feb. 27 - Apr. 2
April Apr. 5 - May 2 Apr. 4 - May 1 Apr. 3 - Apr. 30
May May 3 - May 30 May 2 - May 29 May 1 - May 28
June May 31 - July 4 May 30 - July 3 May 29 - July 2
July July 5 - Aug. 1 July 4 - July 31 July 3 - July 30
August Aug. 2 - Aug. 29 Aug. 1 - Aug. 28 July 31 - Aug. 27
September Aug. 30 - Oct. 3 Aug. 29 - Oct. 2 Aug. 28 - Oct. 1
October Oct. 4 - Oct. 31 Oct. 3 - Oct. 30 Oct. 2 - Oct. 29
November Nov. 1 - Nov. 28 Oct. 31 - Nov. 27 Oct. 30 - Nov. 26
December Nov. 29 - Dec. 31 Nov. 28 - Dec. 31 Nov. 27 - Dec. 31
<PAGE>
EXHIBIT 1.l(b)
CREDIT AND COLLECTION POLICY
<PAGE>
CHEMICAL LEAMAN TANK LINES, INC.
CREDIT POLICY
I. Mission Statement
The Chemical Leaman Tank Lines Credit Department shall function in concert
with the overall Company strategy and goals. Our primary objective is to provide
our organization with a competitive advantage to enable the Company to maximize
its return on investment.
The Credit Department will be instrumental in building a customer base that
is broad, durable and viable. We will cultivate a positive and constructive
relationship with our customers. Customer contacts will be diplomatic and
friendly, conducted to promote a wholesome respect for the Company and its
business practices.
We will also partnership with the field and sales organizations in order to
effectively carry out our mission. Credit, Sales and Operations are mutually
responsible for accounts receivable collection. Sales and Operations' advice and
assistance are encouraged and imperative for success.
ln conclusion, the Credit Department shall endeavor to maximize return on
the investment in receivables while achieving the lowest possible days' sales
outstanding and liming bad debt losses.
II. Credit Approval
The Credit Department shall define and implement a suitable credit basis on
which to deal with every customer. Standards by which credit risks are accepted
or rejected shall be flexible enough to maximize profitable sales by the
Company. Marginal credit risks will be dealt with on an individual basis that
will depend on the merits of each case. No customer shall be denied the right to
purchase our services until every means of selling to that customer on a safe
and sound bases has been exhausted.
It is the responsibility of the Credit Department to approve credit. Credit
approval must be obtained on all new accounts prior to signing a contract. John
Heydt will be communicating with you shortly regarding the process to ensure
that no load is handled without first verifying credit approval.
<PAGE>
Credit decisions are based on information developed through credit
investigation. Every effort must be made to obtain as much accurate information
as possible in order to develop a credit profile on new and existing accounts.
A credit application must be completed by every new prospective customer
(see Exhibit 1). The application must include three trade references (at least
two bulk carriers are preferred) and a bank reference. ln addition, a Dun &
Bradstreet credit report will be reviewed.
In addition to the trade references and credit report, other references may
be obtained from other members of the tank truck industry credit group.
A credit limit will be assigned once the credit references and credit
report have been analyzed. The terminal location and/or the Sales Department
will be notified of the credit approval or denial. No contract can be entered
into, or load hauled, without first obtaining credit approval on the party
paying the freight. Any potential customer in business less than one year will
be initially assigned a maximum credit limit of $3,000.
Should sales credit field personnel disagree with the decision not to grant
credit to a prospective customer, the Controller and V.P. Sale' will serve as a
sounding board.
III. Collection Procedure
The facilitation of accounts receivable collection is the responsibility of
the Credit Department.
Collection activities include customer letters regarding past due balances,
past due statements (automatically sent every six weeks), phone solicitions,
personal visits, and joint credit and sales actions. Collection efforts begin
with telephone contact. Collection calls are initiated when invoice falls thirty
(30) days past due. Past due balances are monitored through weekly aged trial
balance reports sorted by credit representatives.
Customer objections to payment can be classified into six categories:
1) Billing errors
2) Contract interpretation differences
3) Freight payment service rejections
4) Individual billing disputes
5) Lack of customer attention
6) Customer cash flows.
The Credit Department has structured the attached ACTION MATRIX in an
attempt to provide and resolve customer objections to payment. The matrix is
designed to keep past due receivables at a minimun. The matrix assigns a
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direction to take for each of the six main objections for payment. Most
importantly each step is assigned a time limit to get the problem resolved or it
is moved to a higher level of authority to review and administer. The Company's
top level executives will get involved in resolving these issues if they cannot
be suitably handled at the previous levels.
IV. Assigned to Caution Account Status
When an account cannot be resolved through normal credit/collection
procedures, the Credit Supervisor will review the account for caution status.
Before a final decision is made, either the credit representative or Credit
Supervisor will discuss this course of action with the sales person and/or field
representative for consensus. If agreed, customers will be advised of status and
a notice will be sent through system to all terminals that the account has been
put on caution. If an account exceeds their credit limit, the system will
automatically put the account on caution and will not be removed until reviewed
by Credit Supervisor. To determine if an account is on caution, check the /CLOCF
screen to see if a customer number is assigned. If flashing "caution," then
please contact the Credit Department for direction.
V. Write-off and Adjustment Policy
Everyone in the collection process must focus on collecting the full amount
billed and eliminating revenue adjustments and bad debt write-offs. However,
revenue adjustments must be made when appropriate, based upon the following
levels of authority. Levels of authority have been developed to place the
responsibility for revenue adjustments at the profit center. We are in the
process of generating an aged receivable listing by terminal that billed the
revenue for all balances 90 days or greater past due. Field representatives
should work in concert with sales and collection to ensure that a unified face
is presented to the customer. The following schedule applies for adjustments to
correctly billed legitimate charges disputed by a customer.
o Invoices greater than six - Controller - discretionary
months past due authority for revenue
under $100. adjustment.
o Up to $100 per account - Terminal Manager of terminal
receiving revenue.
o $101 to $500 - Division Director of Sales.
o $501 to $5,000 - Division Vice President.
-3-
<PAGE>
o Over $5,000 - Pricing Committee (members
include the President, Vice
President of Sales, Controller and
Cost Analysis Manager).
Any combination of adjustments, which in total exceed an authority level,
will be considered as a single adjustment and must be submitted to the
appropriate higher level for authorization.
Bad debt accounts should be written off after all collection efforts have
been exhausted. The Credit Supervisor will make this determination after a
thorough analysis. The Credit Supervisor will have authority to write off an
account up to $5,000. Those over $5,0C0 must be authorized by the Controller.
The Credit Supervisor will also have the authority to place accounts with a
collection agency or an attorney after all internal efforts have been exhausted.
-4-
<PAGE>
<TABLE>
<CAPTION>
CREDIT DEPARTMENT ACTION
- -----------------------------------------------------------------------------------------------------------------------------------
PROBLEM STEP 1 STEP 2 (15-30 DAYS) STEP 3 (31-45 DAYS) STEP 4 (60 DAYS)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLTL Billing Errors Contact the Term Mgr. If no results, contact Reg. If no results, contact If no results, advise
and/or Billing Gen. Mgr. and Billing Divisional Vice President. Controller.
Supervisor for resolution. Supervisor.
Advise: Advise: Advise:
Reg. Gen. Mgr. DVP President
Natl. Acct. Drtr. Div. Drtr. Sales or V.P. - Sales
Natl. Acct. Drtr.
- ------------------------------------------------------------------------------------------------------------------------------------
Difference in contract Contact the parties If no results, contact Reg. If no results, contact If no results, contact
interpretation. responsible. Gen. Mgr. and/or Div Drtr. Divisional Vice President. Vice President-Sales.
of Sales or Natl. Acct.
Drtr.
Advise: Advise: Advise: Advise:
Billing Supervisor DVP V.P. - Sales President
Div. Drtr. of Sales Controller
Natl. Acct. Drtr.
- ------------------------------------------------------------------------------------------------------------------------------------
Freight payment Contact Term Mgr. If no results, contact Reg. If no results, contact If no results, contact
service rejections. and/or Billing Gen. Mgr. and Div. Drtr. Divisional Vice President. V.P. - Sales.
Supervisor. of Sales or Natl. Acct.
Drtr. Advise:
Advise: Advise: President
Natl. Acct. Drtr. DVP Controller
- ------------------------------------------------------------------------------------------------------------------------------------
Individual billing Contact Term. Mgr. Div. If no results, contact Reg. If no results, contact If no results, contact
disputes. Sales Mgr. Gen. Mgr., Div. Drtr. of Divisional Vice President. V.P. - Sales, Pricing
Sales. Committee for
adjustment.
Advise: Advise: Advise:
Billing Supervisor DVP President, Controller
Reg. Gen. Mgr. Nat'l Acct. Drtr.
- ------------------------------------------------------------------------------------------------------------------------------------
Customer lack of Credit continues action, Credit advises. Div. Drtr. If no results, contact If no results, contact
attention. but advises Term. Mgr. of Sales, Natl. Acct. Drtr. Divisional Vice President. V.P. - Sales.
and Div. Sales Mgr. Possible credit
Advise: restriction Advise:
DVP President, Controller
- ------------------------------------------------------------------------------------------------------------------------------------
Customer cash flow Credit continues action Credit continues workout If no results, credit hold. If no results, advise
problems. but advises Term. Mgr. attempts; Controller. Possible
and Div. Sales Mgr. bad debt write-off,
collection agency
and/or legal action.
Advise: Advise:
DVP DVP
Div. Drtr. of Sales V.P. - Sales
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Controller
Credit Department
Supervisor, Credit
Lorena Kilroy
General Clerk A General Clerk B (PT)
Lynne Hamm Nancy Kerstetter
Credit Representative Credit Representative
Andrew Harden Crystal Jilek
Credit Representative Credit Representative
Karen Kirylyck Dawn Lockard
Credit Representative Credit Representative
Einar Marksussen Dorothy Pettit
<PAGE>
CHEMICAL LEAMAN TANK LINES, INC.
CREDIT DEPARTMENT
PROFESSIONAL STAFF
Credit Supervisor, Lorena Kilroy:
- ---------------------------------
o 5 years with Chemical Leaman Tank Lines, Inc.
o 7 years professional credit experience.
Credit Representatives:
- -----------------------
Dawn Lockard:
- -------------
o 4 years Chemical Leaman Tank Line, Inc. credit experience.
Dorothy Pettit:
- ---------------
o 7 years Chemical Leaman Tank Lines, Inc. credit experience.
Andrew Harden:
- --------------
o 20 years accounting experience with Chemical Leaman Tank Lines, Inc.
o 2 years Chemical Leaman Tank Lines, Inc. credit experience.
Crystal Jilek:
- --------------
o 6 years Chemical Leaman Tank Lines, Inc. customer service experience.
o 1 year Chemical Leaman Tanks Lines, Inc. credit experience.
Einar Markussen:
- ----------------
o 4 years professional credit experience.
o 5 months with Chemical Leaman Tank Lines, Inc. credit
Karen Kirylyck:
- ---------------
o 4 years professional collection experience.
o 3 months with Chemical Leaman Tank Lines, Inc. credit.
<PAGE>
[LOGO] Chemical Leaman Tank Lines, Inc.
102 Pickering Way, Exton, PA 19341-0200 o 215-363-4200
o CREDIT APPLICATION o
Customer Name & Address Division or Branch of:
- -------------------------------- -----------------------------------
- -------------------------------- -----------------------------------
- -------------------------------- -----------------------------------
Contact: _______________________ Proprietorship ___ How Long
Partnership ___ In ___
Phone: _________________________ Corporation ___ Business
Amount of Credit Required Per Month $______________________________________
Bank Reference: ____________________________________________________________
Phone: ____________________ Account No. ____________________________________
Trade References: Prefer at least (2) Bulk Carriers.
1. _________________________________________________________________________
_________________________________________________________________________
________________________ Phone: _________________________________________
- -------------------------------------------------------------------------------
2. _________________________________________________________________________
_________________________________________________________________________
________________________ Phone: _________________________________________
- -------------------------------------------------------------------------------
3. _________________________________________________________________________
_________________________________________________________________________
________________________ Phone: _________________________________________
The above information is given for the purpose of extending credit and is true
and accurate. I authorize Chemical Leaman Tank Lines, Inc. to contact each of
the above references regarding their credit experience with my company. I agree
to abide by the payment terms as stated on the invoices submitted by Chemical
Leaman Tank Lines, Inc.
Firms Name: ______________________________________ Date: ____________________
Authorized Signature: ____________________________ Title: ___________________
_____________________________________________________________________________
EXHIBIT 1
<PAGE>
EXHIBITS
1. Chemical Leaman Tank Lines, Inc. Credit Application.
2. Credit Reference Worksheet.
3. Aged Trial Balance Report (one page).
4. Locks Box Notification Receipt.
<PAGE>
TRADE REFERENCE WORKSHEET
<TABLE>
<CAPTION>
COMPANY: ____________________________ DATE:_______________________________
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
HOW LONG PRESENT PAYMENT LAST
TRADE CO. DATE CALLED S/W DOING BUIS. HIGH CREDIT BALANCE TERMS HISTORY SALE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
1.
- ---------------------------------------------------------------------------------------------------------------------------------
2.
- ---------------------------------------------------------------------------------------------------------------------------------
3.
- ---------------------------------------------------------------------------------------------------------------------------------
4.
- ---------------------------------------------------------------------------------------------------------------------------------
5.
- ---------------------------------------------------------------------------------------------------------------------------------
6.
- ---------------------------------------------------------------------------------------------------------------------------------
APPROVED BY: _____________________ DATE: ______________________ CREDIT AMOUNT: $________________________
DECLINED BY: _____________________ CONTACTED CUSTOMER: YES ___ NO ___ DATE: __________________
SPOKE WITH: _________________________
COMMENTS:
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
EXHIBIT 2
<PAGE>
EXHIBIT 1.1. (c)
EI DuPont de Nemours and Company
General Electric Corporation
BASF Corporation
Union Carbide Corporation
Dow Chemical USA/Dow Chemical Canada Inc.
Miles Incorporated
<PAGE>
EXHIBIT 2.1
LIST OF RECEIVABLES AND OBLIGORS
<PAGE>
QUALA SYSTEMS, INC.
SUMMARY
Summary of Quala Systems, Inc. aged accounts receivable as of May 1, 1993
(showing detailed aging less than 90 days from invoice date) total $1,605,435.
===========
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMOS FNR 5/02/93 CO-CODE 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 1
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C 63593 $245 $245.00
CUST. TOTAL...... 245 245.00
01135 A & R TRANSPORT INC. P O BOX 577 IL OTTAWA $6- $6.33-
CUST. TOTAL...... 6- 6.33-
75238 A.B. ROBERTS P O BOX 131389 TX TYLER $1,205 $1,265 $320 $2,790.00
CUST. TOTAL...... 1,205 1,265 320 2,790.00
09948 A G TRUCKING US 33 SOUTH IN GOSHEN $370 $370.00
CUST. TOTAL...... 370 370.00
81375 A J SANDI 400 CHAPMAN STREET MA GREENFIELD $1,166 $1,166.00
CUST. TOTAL...... 1,166 1,166.00
00003 A J WEIGAND INC P O BOX 103 OH DOVER $3,086 $3,086.00
CUST. TOTAL...... 3,086 3,086.00
25619 A T & T P O BOX 105154 GA ATLANTA $199 $199.80
CUST. TOTAL...... 199 199.80
60910 A W MARTIN 108 BLACKS RD CT CHESHIRE 155 $155.00
CUST. TOTAL...... 155 155.00
00130 ABCO P O BOX 335 SC ROEBUCK 1,032 $1,032.00
CUST. TOTAL...... 1,032 1,032.00
73385 ACCOUNTS RECEIVABLE PA LIONVILLE $290- $290.17-
CUST. TOTAL...... 290- 290.17-
03773 ACHEM CORPORATION P O BOX 930 SC COWPENS $770 $1,067 $342 $ 152- $2,026.50
CUST. TOTAL...... 770 1,067 342 152- 2,026.50
09734 ACME RESIN CORPORATION 10330 W ROOSEVELT RD IL WESTCHESTER $195 $195.00
CUST. TOTAL...... 195 195.00
82688 ADM CORP CORN SWEETNERS IL DECATUR $229 $171 $400.00
CUST. TOTAL...... 229 171 400.00
75608 AMD TRANSPORT P O BOX 3574 GA MACON $196 $196.00
CUST. TOTAL...... 196 196.00
74616 ADM TRUCKING INC 2505 N JASPER ST IL DECATUR $2,640 $ 130- $2,510.20
CUST. TOTAL...... 2,640 130- 2,510.20
24524 AERO LIQUID TRANSPORT 1717 FOUR MILE ROAD N/E MI GRAND RAPIDS $ 6- $ 6.22-
03943 AERO LIQUID TRANSPORT 13565 GRAND RIVER DRIVE MI LOWELL $180 $10 $1,069 $1,259.99
CUST. TOTAL...... 180 10 1,063 1,253.77
85504 AFFILIATED 3001 S HICKORY TN CHATTANOOGA $ 1,025- $1,147 $121.68
CUST. TOTAL...... 1,025- 1,147 121.68
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMOS FNR 5/02/93 CO-CODE 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 2
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
76023 AIR PRODUCTS & CHEMICALS 7201 HAMILTON BLVD PA ALLENTOWN $2,734 $1,372 $1,208 $5,315.90
70526 AIR PRODUCTS & CHEMICALS 403 CARLINE ROAD SC LANGLEY 189 $189.00
CUST. TOTAL...... 2,923 1,372 1,208 5,504.90
23132 AK20 CHEMICALS INC 13000 BAY PARK ROAD TX PASADENA $160 $160.00
CUST. TOTAL...... 160 160.00
64026 AL THOMPSON TRUCKING P O BOX 1050 SC CHESTER $1,358 $1,358.00
CUST. TOTAL...... 1,358 1,358.00
89428 ALL FREIGHT SERVICES C/O C.C.E. TRANSPORTATIO TX FRIENDSWOOD 160 $160.00
CUST. TOTAL...... 160 160.00
63716 ALL TANK TRANSPORT 622 WATERLOO RD OH AKRON $3,017 $2,445 $1,375 $7,798 $14,635.97
CUST. TOTAL...... 3017 2,445 1,375 7,798 14,635.97
50105 ALLIANCE TRANSPORTATION P O BOX 1182 WI MILWAUKEE $340 $340.00
CUST. TOTAL...... 340 340.00
23976 ALLIED-SIGNAL INC P O BOX 226 LA GEISMAR $530 $530.00
85183 ALLIED-SIGNAL INC ROUTE 61 PA SHOEMAKERSVILL $4,042 $4,042.00
15005 ALLIED-SIGNAL INC DRAWER 761 VA HOPEWELL $227 $227.50
CUST. TOTAL...... 4,042 757 4,800.18
78219 ALPHA CHEMICAL CORP P O DRAWER S LA RESERVE $235 $235.00
CUST. TOTAL...... 235 235.00
74005 ALTOM TRANSPORT 4946 S CICERO AVE IL CHICAGO $115 $115.00
CUST. TOTAL...... 115 115.00
02150 AMERICAN CYANAMID COMPAN P O BOX 425 CT WALLINGFORD $165 $360 $525.00
03020 AMERICAN CYANAMID COMPAN 2715 MILLER RD MI KALAMAZOO $915 $915.00
CUST. TOTAL...... 1,080 360 1,440.00
04981 AMERICAN INDUSTRIAL CHEM P O BOX 723117 GA ATLANTA $245 $245.00
CUST. TOTAL...... 245 245.00
90133 AMERICAN TANK CONTAINERS P O BOX 424098 MD ELKRIDGE $153 $153.70
CUST. TOTAL...... 153 153.70
55099 AMERICAN TANK TRANSPORT 6317MACAW COURT MD ELKRIDGE $180 $180.20
CUST. TOTAL...... 180 180.20
04803 AMERICHEM INC 340 NORTH AVENUE MI MASON, IN $305 $305.00
CUST. TOTAL...... 305 305.00
72761 AMOCO CHEMICAL CORP P O BOX 1875 TX ALVIN $1,930 $1,750 $3,680.00
CUST. TOTAL...... 1,930 1,750 3,680.00
01682 AMOCO OIL COMPANY 280 WATERFRONT STREET CT NEW HAVEN $310 $310.00
CUST. TOTAL...... 310 310.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMOS FNR 5/02/93 CO-CODE 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 3
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
71627 ANDREW TRANSPORT INC P O BOX 163469 TX FORT WORTH $110 $110.00
CUST. TOTAL...... 110 110.00
53934 ARCHER DANIELS MIDLAND C 1251 BEAVER CHANNEL PKWY IA CLINTON $223 $223.66
04030 ARCHER DANIELS MIDLAND C 2505 N JASPER IL DECATUR $779 $779.00
CUST. TOTAL...... 779 223 1,002.56
06555 ARCO CHEMICAL COMPANY 3801 WEST CHESTER PIKE PA NEWTON SQUARE $305 $305.00
CUST. TOTAL...... 305 305.00
74203 ARISTECH CHEMICAL CORP ISLAND AVENUE PA PITTSBURGH $796 $ 405- $391.00
CUST. TOTAL...... 796 405- 391.00
75313 ARMSWAY TANK TRANSPORT 5378 SEBRING WARNER RD OH GREENVILLE $134 $4 $138.85
CUST. TOTAL...... 134 4 138.85
12059 ASHLAND CHEMICAL COMPANY 860 ENTERPRISE DR CA NEWARK $280 $ 50- $230.00
21700 ASHLAND CHEMICAL COMPANY 7710 POLK STREET MO SAINT LOUIS $606 $230 $836.00
88083 ASHLAND CHEMICAL COMPANY 7410 HALL STREET MO SAINT LOUIS $480 $480.00
05080 ASHLAND CHEMICAL COMPANY RIVERSIDE AVENUE NY RESSELAER $804 $343 $259 $1,407.24
04780 ASHLAND CHEMICAL COMPANY P O BOX 6250 OH AKRON $120 $120.00
56381 ASHLAND CHEMICAL COMPANY P O BOX 173 ATTN K HILL OH COLUMBUS $200 $ 70- $130.00
60998 ASHLAND CHEMICAL COMPANY BOX 2219/QUALAWASH OH COLUMBUS $134 $ 162- $ 28.00-
86823 ASHLAND CHEMICAL COMPANY P O BOX 2219 OH COLUMBUS $ 276- $ 276.00-
87426 ASHLAND CHEMICAL COMPANY 5200 BLAZER PARKWAY OH DUBLIN $ 286- $ 285.00-
22016 ASHLAND CHEMICAL COMPANY 1-95 INDUSTRIAL PARK PA ASTON $248 $248.98
CUST. TOTAL...... 2,424 493 54- 2,863.22
28345 ASHLAND OIL INC 6121 ALMEDA GENOA ROAD TX HOUSTON $3,445 $3,445.00
CUST. TOTAL...... 3,445 3,445.00
71728 AUTUMN IND INC 518 PERKINS-JONES ROAD OH WARREN $640 $640.00
CUST. TOTAL...... 640 640.00
62687 B B & L INC 1301 INDUSTRIAL DRIVE IL LAKE IN THE HI $360 $360.00
CUST. TOTAL...... 360 360.00
53768 BALTIMORE TANK LINES P O BOX 1028 MD GLEN BURNIE $960 $960.36
CUST. TOTAL...... 960 960.36
82003 BARNETT TRANSPORTATION I P O BOX 031605 AL TUSCALOOSA $1,025 $984 $2,009.80
CUST. TOTAL...... 1,025 984 2,009.80
05091 BASF CORPORATION P O DRAWER D/BLDG 201 VA WILLIAMSBURG $140 $140.00
CUST. TOTAL...... 140 140.00
09209 BASF INMONT CORPORATION 3301 BOURKE AVENUE MI DETROIT $175 $175.00
CUST. TOTAL...... 175 175.00
01963 BECKER CORPORATION P O BOX 581180 OK TULSA $170 $170.00
CUST. TOTAL...... 170 170.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMOS FNR 5/02/93 CO-CODE 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 4
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
28738 BEECHAM INC 46 RIVER STREET CT NEW HAVEN $195 $195.00
CUST. TOTAL...... 195 $195.00
88710 BEELMAN BOX 83 IL SAINT LIBORY $ 70- $ 70.00-
CUST. TOTAL...... 70- 70.00-
79562 BEELMAN TRUCK CO P O BOX 507 MO STE GENEVIEVE $207 $ 64- $142.43
CUST. TOTAL...... 207 64- 142.43
05572 BENZSAY & HARRISON RAILROAD AVE NY DELANSON $18 $18.27
CUST. TOTAL...... 18 18.27
68613 BETZ LABORATORIES INC 170 FORBES ROAD MA BRAINTREE $1,800 $4,960 $2,860 $9,620.00
89699 BETZ LABORATORIES INC 3026 SOLANDT ON KANATA $223 $223.56
08910 BETZ LABORATORIES INC 4636 SOMERTON ROAD PA TREVORE $5,888 $1,895 $7,783.68
CUST. TOTAL...... 7,911 4,960 2,860 1,895 17,627.24
75828 BIERLEIN 2903 S GRAHAM MI SAGINAW $170 $170.00
CUST. TOTAL...... 170 170.00
10350 BISHOP CHEMICAL 160 VAN RENSELEAR STREET NY BUFFALO $285 $285.12
CUST. TOTAL...... 285 285.12
09290 BISON LABORATORIES 80 LESLIE STREET NY BUFFALO $88 $88.56
CUST. TOTAL...... 88 88.56
85590 BLACKHOWSKE TRUCK LINES P O BOX 530 MN FAIRMONT $126 $137 $99 $363.11
CUST. TOTAL...... 126 137 99 363.11
84422 BO BACHS TRANSPORT INC 38 SANFORDVILLE RD NY WARWICK $123 $123.00
CUST. TOTAL...... 123 123.00
28632 BONCOSKY TRANSPORTATION 1301 INDUSTRIAL DRIVE IL ALGONQUIN $15,872 $6,045 $ 196- $21,721.88
86087 BONCOSKY TRANSPORTATION RT 51 & PITTSBURGH AVE PA CORAOPOLIS $770 $770.00
81811 BONCOSKY TRANSPORTATION 4 CROWN POINT ROAD NJ PAULSBORO $3,410 $3,410.36
CUST. TOTAL...... 20,052 6,045 196- 25,902.24
06160 BORDEN & REMINGTON P O BOX 2573 MA FALL RIVER $111 $111.30
CUST. TOTAL...... 111 111.30
74610 BORDEN PKG & INDUSTRIAL P O BOX 847 WI SHEBOYGAN $115 $115.00
CUST. TOTAL...... 115 115.00
67932 BORDON CHEMIOCAL 1717 WEST WARD STREET NC HIGH POINT $550 $550.00
CUST. TOTAL...... 550 550.00
72236 BORK TRANSPORT 12440 S STONEY ISLAND IL CHICAGO $180 $66 $246.00
59027 BORK TRANSPORT 1047 ARLINGTON IL DECATUR $110 $110.00
51458 BORK TRANSPORT P O BOX 568 IL SUMMIT $1,959 $3,195 $565 $6,719.68
79422 BORK TRANSPORT P O BOX 500 IL SUMMIT $155 $415 $160 $730.15
CUST. TOTAL...... 2,224 3,790 160 631 6,805.83
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMOS FNR 5/02/93 CO-CODE 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 5
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
84501 BORK TRANSPORT INC P O BOX 1778 IA DESMOINES $145 $145.00
CUST. TOTAL...... 145 145.00
09935 BRIDGELAND TERMINALS LTD 35 ORIOLE PARKWAY ON ELMIRA $280 $280.00
CUST. TOTAL...... 280 280.00
90229 BROWNING-FERRIS INDUSTRI 910 CAMARD RUN PA WEST CHESTER $1,387 $1,387.54
CUST. TOTAL...... 1387 1,387.54
52738 BRYSON RECOVERY SERVICES 411 BURTON ROAD SC LEXINGTON $ 85- $ 85.80-
CUST. TOTAL...... 85- 85.80-
78867 BUCK BAKER TRUCKING 350 TOWNSON STREET CA SAN FRANCISCO $140 $140.00
CUST. TOTAL...... 140 140.00
06823 BUCKMAN LABORATORIES P O BOX 200 MO CADET $228 $228.00
CUST. TOTAL...... 228 228.00
64183 BUESING BULK TRANSPORT 2212 CRESTVIEW DR WI HUDSON $754 $754.15
CUST. TOTAL...... 754 754.15
11940 BUFFALO COLOR CORPORATIO P O BOX 7027 NY BUFFALO $68 $68.04
CUST. TOTAL...... 68 68.04
64998 BUFFALO FUEL CORP 2445 ALLEN AVE NY NIAGARA FALLS $745 $532 $1,052 $2,329.96
CUST. TOTAL...... 745 532 1,052 2,329.96
69345 BUILDERS TRANSPORT P O BOX 7005 SC CAMDEN $ 83- $ 83.20-
CUST. TOTAL...... 83- 83.20-
89489 BULK INC 676 SAVAGE RD BOX 9 PA NORTHAMPTON $490 $490.86
CUST. TOTAL...... 490 490.86
73315 BULK TRANSIT 7177 INDUSTRIAL PKWY ON PLAIN CITY $315 $315.00
CUST. TOTAL...... 315 315.00
52018 BULK TRANSPORT 415 LEMON STREET CA WALNUT $225 $987 $1,078 $1,417 $3,707.00
CUST. TOTAL...... 225 987 1,078 1417 3,707.00
00004 BULK TRANSPORT CO. INC. 1500 PINE MII ESSEXVILLE $92 $92.00
CUST. TOTAL...... 92 92.00
26929 BULKHAUL USA INC 6 COMMERCE DRIVE NJ CRANFORD $392 $392.50
CUST. TOTAL...... 392 392.50
03682 BULKMATIC TRANSPORT 12000 SOUTH DOTY AVENUE IL CHICAGO $ 80- $ 80.00-
77488 BULKMATIC TRANSPORT 3998 MUELLER RD IL DECATUR $110 $130 $240.00
77474 BULKMATIC TRANSPORT 1150 E 145TH STREET IN E CHICAGO $250 $250.56
77461 BULKMATIC TRANSPORT 2001 N CLINE AVENUE IN GRIFFITH $2,804 $1,715 $ 195- $4,323.84
77457 BULKMATIC TRANSPORT 2450 SHEFFIELD IN HAMMOND $150 $150.00
02035 BULKMATIC TRANSPORT 1635 MERWIN OH CLEVELAND $158 $158.00
77470 BULKMATIC TRANSPORT 149 NICHOL AVENUE PA MCKEES ROCKS $150 $150.00
CUST. TOTAL...... 3,314 1,865 130 117- 5,192.40
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMOS FNR 5/02/93 CO-CODE 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 6
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
25613 BURLINGTON INDUSTRIES P O BOX 691 NC BURLINGTON $370 $370.00
CUST. TOTAL...... 370 370.00
12690 BURRIS CHEMICAL COMPANY 4210 AZALEA DRIVE SC CHARLESTON $105 $ 90- $15.00
CUST. TOTAL...... 105 90- 15.00
55932 BUTLER & COMPANY HIGHWAY 18 AL VERNON $186 $186.72
CUST. TOTAL...... 186 186.72
52207 BYNUM TRANSPORT 4609 HIGHWAY 92 EAST FL LAKELAND $407 $ 90- $317.36
CUST. TOTAL...... 407 90- 317.36
83481 C T HARRIS & CO. P O BOX 80 GA SANDERSVILLE $1,215 $ 270- $1,615 $2,560.26
CUST. TOTAL...... 1,215 270- 1,615 2,560.26
55274 C T L DISTRIBUTION INC P O DRAWER 437 FL MULBERRY $3,861 $130 $ 208- $3,783.25
88706 C T L DISTRIBUTION INC P O DRAWER 437 FL MULBERRY $207 $207.36
CUST. TOTAL...... 4,069 130 208- 3,990.61
55271 CALEDONIA LINES INC P O BOX 148 NY CALEDONIA $1,771 $693 $2,465.31
CUST. TOTAL...... 1,771 693 2,465.31
04948 CALGON CORPORATION 18725 EAST SAN JOSE CA CITY OF INDUST $462 $462.00
14403 CALGON CORPORATION P O BOX 5060 MO SAINT LOUIS $240 $240.00
12950 CALGON CORPORATION P O BOX 817 PA PITTSBURGH $616 $616.00
CUST. TOTAL...... 616 702 1,318.00
51008 CALIFORNIA TANK LINES P O BOX 6245 CA STOCKTON $225 $1,360 $1,585.00
CUST. TOTAL...... 225 1,360 1,585.00
38420 CAPE INDUSTRIES HIGHWAY 421 NORTH NC WILMINGTON $160 $160.00
CUST. TOTAL...... 160 160.00
61571 CARBON EXPRESS INC P O BOX 403 NJ WHARTON $12,850 $9,919 $4,257 $3,286 $30,314.57
61572 CARBON EXPRESS INC 382 ROUTE 15 SOUTH NJ WHARTON $487 $213 $718 $1,419.36
CUST. TOTAL...... 13,338 10,132 4,257 4,005 31,733.93
13617 CARDINAL STABILIZERS INC 2010 S BELTLINE BOULEVAR SC COLUMBIA $115 $115.00
CUST. TOTAL...... 115 115.00
50112 CAROLINA CARRIERS INC P O BOX 11127 NC DURHAM $ 195- $ 195.00-
CUST. TOTAL...... 195- 195.00-
53823 CASH PAYMENTS - MISC DO NOT MAIL PA EXTON $4,453 $4,453.76
CUST. TOTAL...... 4,453 4,453.76
70288 CASHION CO 101 CASE ST SC FOUNTAIN INN $335 $335.00
CUST. TOTAL...... 335 335.00
88989 CATES MILK HAULING INC P O BOX 1097 AL COLUMBIANA $1,125 $800 $115 $2,040.00
CUST. TOTAL...... 1,125 800 115 $2,040.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #7
S.C. TOTAL
CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10507 CBSL 4750 S MERRICAC ST IL CHICAGO $201 $65 $233 $499.40
Cust. Total...... 201 65 233 499.40
06083 CECOS INTERNATIONAL INC 27004 SOUTH FROST LA LIVINGSTON $1,965 $1,965.00
Cust. Total...... 1,965 1,965.00
53039 CENTRAL OIL & ASPHALT P O BOX 41 GA DOUGLASVILLE 224- $224.50-
Cust. Total...... 224- 224.50-
51092 CENTRAL TRANSPORT 3804 BEILS LANE KY LOUISVILLE $22,498 $97- $120 $22,521.00
13886 CENTRAL TRANSPORT P O BOX 7007 NC HOGH POINT $3,746 $115 $530 $4,391.27
81217 CENTRAL TRANSPORT 215 SAMPSON ROAD NC WILMINGTON $4,849 $200- $745 $5,395.27
66426 CENTRAL TRANSPORT 5330 FRONTAGE ROAD SC GREENVILLE $115 $115.00
Cust. Total...... 31,208 18 200- 1,395 32,422.27
68786 CERUS INC 86 WESTBORO ROAD MA N GRAFTON $310 $237 $547.00
Cust. Total...... 310 237 547.00
89534 CETCO, INC P O BOX 8567 MO SUGAR CREEK $92 $92.00
Cust. Total...... 92 92.00
76122 CHALLENGE INTERNATIONAL 5005 MITCHELLDALE ST TX HOUSTON $740 $238 $497 $2,929 $4,405.50
Cust. Total...... 740 238 497 2,929 4,405.50
84992 CHEM SERV 5053 NIKE DR OH COLUMBUS $2,655 $2,655.00
Cust. Total...... 2,655 2,655.00
03490 CHEMCENTRAL CORPORATION P O BOX 47280 GA ATLANTA $76 $76.00
10395 CHEMCENTRAL CORPORATION P O BOX 385 IN NEW HAVEN $643 $643.00
04503 CHEMCENTRAL CORPORATION 1825 APPLETON LANE KY LOUISVILLE $65 $65.00
11990 CHEMCENTRAL CORPORATION 3709 RIVER ROAD NY TONAWANDA $813 $813.00
14921 CHEMCENTRAL CORPORATION 2500 VINSON STREET TX DALLAS $525 $525.00
Cust. Total...... 2,122 2,122.00
50559 CHEMFLEET CHEMICAL 8 MEDALLION CENTER NH MERIMACK $145 $140 $100- $185.00
27401 CHEMFLEET CHEMICAL 3091 APPLEBY LINE R-1 ON BURLINGTON $3,012 $261 $45 $3,319.58
Cust. Total...... $3,157 401 55- 3,504.58
02944 CHEMICAL ASSOCIATES INC 1270 S CLEVELAND MASSILL OH AKRON $410 $264 $674.67
67099 CHEMICAL ASSOCIATES INC 1270 CLEVE-MASSILLION RD OH COPLEY $189 $189.10
Cust. Total...... 410 453 863.77
00526 CHEMICAL INTERCHANGE 2932 S BENTWOOD MO SAINT LOUIS $772 $13 $765.80
Cust. Total...... $772 13 765.80
72417 CHEMICAL LEAMAN INTERNAT INTERNATIONAL BILLING ON PA EXTON $1,439 $145 $2,075 $3,659.65
Cust. Total...... 1,439 145 2,075 3,659.65
50958 CHEMICAL LEAMAN TANK LIN 21119 S WILMINGTON AVENU CA LONG BEACH $595 $595.00
77671 CHEMICAL LEAMAN TANK LIN 1301 LOVERIDGE ROAD CA PITTSBURGH $4,400 $4,400.00
01014 CHEMICAL LEAMAN TANK LIN P O BOX 7 GA JONESBORO $495 $495.00
50281 CHEMICAL LEAMAN TANK LIN 17550 FRITZ DRIVE IL LANSING $275 $275.00
Cust. Total......
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #8
S.C. TOTAL
CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
11398 CHEMICAL LEAMAN TANK LIN P O BOX 575 LA LAKE CHARLES $299 $299.60
82284 CHEMICAL LEAMAN TANK LIN LA SULPHUR $288 $288.90
07599 CHEMICAL LEAMAN TANK LIN 4200 JAMES SAVAGE ROAD MI MIDLAND $275 $275.00
01937 CHEMICAL LEAMAN TANK LIN NJ E RUTHERFORD $462 $462.50
07498 CHEMICAL LEAMAN TANK LIN 575 HAGUE AVENUE OH COLUMBUS $225 $225.00
05071 CHEMICAL LEAMAN TANK LIN APPROVAL REQUIRED MMEDI PA LIONVILLE $17,905 $17,905.92
65075 CHEMICAL LEAMAN TANK LIN APPROVAL REQUIRED MMEDI PA LIONVILLE $315- $315.00-
72840 CHEMICAL LEAMAN TANK LIN INTERNATIONAL SERVICE PA LIONVILLE $1,915 $1,915.00
73926 CHEMICAL LEAMAN TANK LIN 1470 S PENNSYLVANIA AVE PA MORRISVILLE $847 $847.40
57791 CHEMICAL LEAMAN TANK LIN TX BAYTOWN $225 $225.00
65857 CHEMICAL LEAMAN TANK LIN 701 S HWY 227 TX CLUTE $275 $275.00
16858 CHEMICAL LEAMAN TANK LIN TX LAREDO $225 $225.00
CUST. TOTAL...... 495 27,899 28,394.37
04194 CHEMICAL SALES COMPANY 4661 MONACO CO DENVER $270 $270.00
00821 CHEMICAL SALES COMPANY 1382 NIAGARA STREET NY BUFALO $169 $169.56
CUST. TOTAL...... $169 $270 439.56
14189 CHEMICAL SOLVENTS INC 1140 INDUSTRY AVENUE VA ROANOKE $380 $380.00
CUST. TOTAL...... $380 380.00
07680 CHEMICAL TRANSFER P O BOX 6036 CA STOCKTON $225 $225.00
CUST. TOTAL ..... 225 225.00
08009 CHEMICAL TRANSPORTATION 14700 S AVALON BLVD CA GARDENA $201 $201.40
CUST. TOTAL...... 201 201.40
06641 CHEMICAL WASTE MANAGEMEN P O BOX 55 AL EMELLE $200 $160 $360.00
89988 CHEMICAL WASTE MANAGEMEN 41-85 DOREMUS AVENUE NJ NEWARK $397 $397.50
CUST. TOTAL...... $597 160 757.50
19892 CHEMISPHERE CORPORATION 2101 CLIFTON MO SAINT LOUIS $1,135 $638 $1,773.75
CUST. TOTAL...... 1,135 638 1,773.75
04735 CHEMRON CORPORATION P O BOX 2299 CA PASO ROBLES $450 $450.00
CUST. TOTAL...... 450 450.00
03952 CHEMTECH INDUSTRIES 139 EAST SOPER STREET MO SAINT LOUIS $435 $1,108 $661 $130 $2,335.00
15230 CHEMTECH INDUSTRIES 1655 DES PERES ROAD MO SAINT LOUIS $25 $130 $155.00
CUST. TOTAL...... 460 1,108 661 $260 $2,490.00
01437 CHEMTOOL INC 8200 RIDGEFIELD ROAD IL CRYSTAL LAKE $230 $230.00
CUST. TOTAL...... 230 230.00
89705 CHOICE TRANSPORTATION 54 BROAD ST NJ RED BANK $3,692 $161 $3,853.50
CUST. TOTAL...... 3,692 161 3,853.50
24191 CIBA GEIGY CORPORATION 205 S JAMES ST DE NEWPORT $360 $221 $487 $1,069.27
CUST. TOTAL...... 360 221 487 1,069.27
77149 CLEAN HARBORS INC 11800 SOUTH STONEY ISLAN IL CHICAGO $707 $525 $134 $1,366.00
88096 CLEAN HARBORS INC 32 BASK RD NY GLENMONT $409 $17 $560 $988.08
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #9
S.C. TOTAL
CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00022 CLEAN HARBORS INC 2900 BROADWAY OH CLEVELAND $480- $480.00-
CUST. TOTAL...... 1,116 525 151 80 1,874.08
73768 CLEAN VENTURE 1160 STATE STREET NJ PERTH AMBOY $167 $167.31
86599 CLEAN VENTURE RD 1 BOX 2028 NJ SWEDESBORO $445 $445.20
CUST. TOTAL...... 445 167 612.51
26955 COMMERCIAL TRANSPORT INC P O BOX 469 IL BELLEVILLE $1,290 $238 $1,528.00
CUST. TOTAL...... 1,290 238 1,528.00
73770 COMMERCIAL CARTAGE CO P O BOX 1829 MO SAINT LOUIS $858 $897 $1,755.50
CUST. TOTAL...... 858 897 1,755.50
54375 CONLEY CORP 6891 SENECA STREET NY ELMA $140 $140.00
CUST. TOTAL...... 140 140.00
56721 CONOCO INC 250 AIRPORT ROAD DE NEW CASTLE $1,629 $1,629.00
87543 CONOCO INC P O BOX 267 NC BREVARD $2,160 $8 $2,168.00
79331 CONOCO INC 3321 HWY 421 N NC WILMINGTON $324 $324.00
81657 CONOCO INC P O DRAWER A SC CAMDEN $1,800 $1,800.00
71463 CONOCO INC P O BOX 1216 TX LA PORTE $3,530 $2,430 $5,960.00
85061 CONOCO INC 1706 FOREMAN RD TX ORANGE $2,945 $360 $3,305.00
CUST. TOTAL...... $12,388 $2,790 8 15,186.22
76376 CONTAINER CARE MAYO SHELL DRIVE TX GALENA PARK $160 $160.00
CUST. TOTAL...... 160 160.00
59101 CONTAINER CARE INTERNATI 500 MAYO SHELL ROAD TX GALENA PARK $2,790 $2,280 $200 $150 $5,420.00
CUST. TOTAL...... 2,790 2,280 200 150 5,420.00
01583 CONTINENTAL INDUSTRIAL C 5010 HOVIS ROAD NC CHARLOTTE $56 $56.50
CUST. TOTAL...... 56 56.50
56266 CONTINENTAL TRANS EXPRES P O BOX 228 LA GREISMAR $2,773- $2,773.40-
CUST. TOTAL...... 2,773- 2,773.40-
81127 CRAWFORD TRANSPORT INC P O BOX 1163 ON GUELPH $957 $957.00
CUST. TOTAL...... 957 957.00
71595 CRODA INC 3901 W ROHR AVE WI MILWAUKEE $833 $833.00
CUST. TOTAL...... 833 833.00
75240 CROMARTIE TRANSPORT P O BOX 123 NC WILMINGTON $1,264 $1,316 $2,580.19
CUST. TOTAL...... 1,264 1,316 2,580.19
11449 CROWLEY MARITIME CORP P O BOX 6466 LA LAKE CHARLES $680 $680.00
11556 CROWLEY MARITIME CORP 1820 CHAPEL AVE, SUITE NJ CHERRY HILL $218- $218.13-
CUST. TOTAL...... 680 218- 461.87
05710 CUSTOM INTERCHEM INC. 4736 ALLUM ROAD TX HOUSTON $200 $525 $725.00
CUST. TOTAL...... 200 525 725.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #10
S.C. TOTAL
CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
85557 CUSTOMIZED TANSPORTATION 9485 REGENCY SQUARE BLVD FL JACKSONVILLE $110 $110.00
CUST. TOTAL...... 110 110.00
12778 DJ KING INC P O BOX 390 CT BRANFORD $.00
CUST. TOTAL...... .00
56424 DSI TRANSPORT 305 REGIONAL ROAD NORTH NC GREENSBORO $1,325 $1,325.00
69997 DSI TRANSPORT 6700 ESSINGTON AVE PA PHILADELPHIA $90- $90.10-
69096 DSI TRANSPORT 150 OLD SPARTANBURG HWY SC WELLFORD $5,384 $1,703 $7,087.25
01741 DSI TRANSPORT P O BOX 674421 TX HOUSTON $290 $64 $354.70
51366 DSI TRANSPORT P O BOX 12031 VA ROANOKE $35- $35.00-
CUST. TOTAL...... 5,674 3,028 60- $8,641.85
83242 DAHER AMERICA INC 120 STANDIFER DRIVE TX HOUSTON $1,100 $1,100.00
CUST. TOTAL...... 1,100 1,100.00
50107 DAHLEN TRANSPORT 640 131ST PLACE IN HAMMOND $227 $176 $746 $22 $1,172.71
50399 DAHLEN TRANSPORT 1680 4TH AVENUE MN NEWPORT $317 $7- $310.07
69846 DAHLEN TRANSPORT 174 OAKS ROAD TX HOUSTON $1,277 $709 $254 $14- $2,226.50
82826 DAHLEN TRANSPORT 174 OAKS ROAD TX HOUSTON $231 $231.12
CUST. TOTAL...... 1,505 1,202 1,001 $231 3,940.40
76308 DANA TANKLINE PLANT ROAD WV NITRO $119 $71 $15- $175.57
CUST. TOTAL...... 119 71 $15- 175.57
53058 DANA TRANSPORT 5723 KENNEDY AVENUE IN HAMMOND $465 $465.00
21193 DANA TRANSPORT P O BOX 370 NJ AVENEL $1,374 $1,374.03
CUST. TOTAL...... $1,839 1,839.03
02754 DELARIA TRANSPORT 327 8TH AVENUE NW MN NEW BRIGHTON $1,976 $136 $2,113.10
CUST. TOTAL...... 1,976 $136 2,113.10
62132 DELGOEBEL P O BOX 476 MN MANKATO $61 $61.29
CUST. TOTAL...... $61 61.29
89962 DEMARTINI OIL EQUIPMENT P O BOX 9 NY GLENMONT $30 $30.15
CUST. TOTAL...... 30 30.15
53205 DETREX CHEMICAL IND 835 INDUSTRIAL AVENUE NJ CINNAMINSON $196 $196.10
CUST. TOTAL...... 196 196.10
76874 DIAMOND TANK RT 1 BOX 175F OH MARIETTA $36 $36.42
CUST. TOTAL...... $36 36.42
68258 DISPOSAL SYSTEMS INC P O BOX 1914 TX DEER PARK $241 $241.00
CUST. TOTAL...... 241 241.00
06287 DOVER CHEMICAL COMPANY 15TH & DAVIS STREETS OH DOVER $530 $530.00
CUST. TOTAL...... 530 530.00
02494 DOW CHEMICAL COMPANY TRAFFIC 922 BLDG MI MIDLAND $7,408 $7,408.00
00972 DOW CHEMICAL COMPANY INTERPLANT FREIGHT PAYAB TX FREEPORT 1,530 $1,530.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #11
S.C. TOTAL
CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
24470 DOW CHEMICAL COMPANY INBOUND ACCOUTNS PAYABLE TX FREEPORT
CUST. TOTAL...... 8,938 $335 $335.00
335 $9,273.00
24110 DOW CORNING CORPORATION P O BOX 0998 MI MIDLAND $750 $840 $750.00
23740 DOW CORNING CORPORATION 2918 PATERSON ST BLDG 3 NC GREENSBORO 840 $840.00
CUST. TOTAL...... 750 1,590.00
12054 DREW CHEMICAL COMPANY ONE DREW CHEMICAL PLAZA NJ BOONTON $4,112 $4,112.80
CUST. TOTAL...... 4,112 4,112.80
89650 DUPONT OF CANADA LTD P O BOX 2020 STREETSVILL ON MISSISSAUGA $121 $121.90
CUST. TOTAL...... 121 121.90
00908 DUPREE TRANSPORT P O BOX 708 LA OPELOUSAS $170 $170.00
CUST. TOTAL...... 170 170.00
74971 E C MORRIS CORP 201 DUADRAL DRIVE OH WADSWORTH $140 $140.00
CUST. TOTAL...... 140 140.00
75850 E I DUPONT BOD BUILDING RM 1600 DE WILMINGTON $659- $200 $460 $1,376 $1,376.81
85378 E I DUPONT 1007 MARKET STREET DE WILMINGTON $357 $768 $955 $2,081.61
85547 E I DUPONT BRANDYWINE BUILDING B-16 DE WILMINGTON $805 $805.60
89975 E I DUPONT CONCORD PLAZA/QUILLEN B DE WILMINGTON $2,760 $2,020 $4,780.00
24960 E I DUPONT P O BOX 1378 KY LOUISVILLE $811 $811.25
28965 E I DUPONT P O BOX 2042 NC CAPE FEAR $130 $440 $570.00
29015 E I DUPONT P O BOX 800 NC KINSTON $145 $280 $425.00
65042 E I DUPONT P O BOX 2042 NC WILMINGTON $3,030 $3,030.00
25080 E I DUPONT NORTH REPAUN0 AVE NJ GIBBSTOWN $1,413 $332- $1,080.64
87053 E I DUPONT P O BOX 631 TN OLD HICKORY $3,986 $26 $4,013.16
51276 E I DUPONT OLD BLOOMINGTON RD TX VICTORIA $160 $160.00
08944 E I DUPONT P O BOX 4000 VAN FRONT ROYAL $1,790 $38 $1,828.40
25917 E I DUPONT 091 WEST DUPONT AVENUE WV BELLE $40 $40.00
83574 E I DUPONT 901 W DUPONT AVE WV BELLE $265 $265.00
CUST. TOTAL...... 7,380 6,829 4,073 2,984 21,267.47
07113 E J MEYERS COMPANY INC P O BOX 200 IL SUMMIT $20 $300 $760 $1,080.00
76375 E J MEYERS COMPANY INC 2201 6TH AVENUE WV CHARLESTON $204 $204.39
53649 E J MEYERS COMPANY INC WV SAINT ALBANS $227- $227.90-
CUST. TOTAL...... $20 $300 736 1,056.49
85991 EAGLE TRANSPORT P O BOX 19844 NC GREENSBORO $250 $250.00
CUST. TOTAL...... 250 250.00
71924 EAST FALLS CORPORATION P O BOX 1032 PA FRAZER $227 $227.80
CUST. TOTAL...... 227 227.80
80965 EASTERN ELECTRIC 9059 RIVER ROAD NJ PENNSAUKEN $77 $77.04
CUST. TOTAL...... 77 77.04
02233 ECOFF TRUCKING P O BOX 1815 FL AUBURNDALE $317 $317.50
77047 ECOFF TRUCKING 2316 W 167TH STREET IL MARKHAM $198 $95 $293.00
09826 ECOFF TRUCKING 6169 WEST 300 NORTH IL GREENFILED $948 $482 $1,430.00
CUST. TOTAL...... 198 948 894 2,040.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #12
S.C. TOTAL
CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
83717 ECOTRON TRANSPORTATION I 6981 PROMWAY N W OH N CANTON $245 $245.00
CUST. TOTAL...... 245 245.00
07244 EDWAR I MEYERS PO BOX D IL SUMMIT $470 $470.00
CUST.TOTAL...... 470 470.00
26312 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $820 $2,440 $3,702 $6,962.50
74672 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $78 $78.00
78878 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $180 $180.00
00155 ELF ATOCHEM 2231 HADEN ROAD TX HOUSTON $320 $320.00
CUST. TOTAL...... 320 820 2,440 3,960 7,540.50
87383 ENSI 194 AVE L NJ NEWARK $169 $169.60
CUST. TOTAL...... 169 169.60
02234 ENTERPRISE TRANSPORTATIO P O BOX 336 LA BREAUX BRIDGE $123- $123.05-
28737 ENTERPRISE TRANSPORTATIO P O BOX 648 LA PORT ALLEN $1,570 $1,570.40
52740 ENTERPRISE TRANSPORTATIO P O BOX 509 TX BAYTOWN $137 $314 $452.40
05205 ENTERPRISE TRANSPORTATIO P O BOX 20176 TX BEAUMONT $813 $813.80
06089 ENTERPRISE TRANSPORTATIO P O BOX M TX FREEPORT $320 $320.00
05426 ENTERPRISE TRANSPORTATIO P O BOX 4324 TX HOUSTON $1,576 $197 $1,773.80
00239 ENTERPRISE TRANSPORTATIO P O DRAWER M TX TEXAS CITY $458 $243 $701.40
CUST. TOTAL...... 4,876 314 317 5,508.75
75943 ENTRANCO INC 6171 WEST 300 NORTH IN GREENFIELD $870 $870.50
CUST. TOTAL...... 870 870.50
07330 ENVIRONMENTAL OIL PO BOX 315 NY SYRACUSE $183 $183.81
CUST. TOTAL...... 183 183.81
84688 ENVIRONMENTAL PRODUCTS & PORT OF ALBANY NY ALBANY $172 $495 $667.84
CUST. TOTAL...... 172 495 667.84
79087 ENVIRONMENTAL TRANSPORTS PO BOX 1127 LA MARRERO $235 $235.00
CUST. TOTAL...... 235 235.00
05677 ERICKSON TRANSPORT 2255 NORTH PACKER MO SPRINGFIELD $6,253 $1,930 $158- $8,025.98
19426 ERICKSON TRANSPORT PO BOX 10068 GS MO SPRINGFIELD $5,453 $2,769 $1,716 $9,938.35
CUST. TOTAL...... 11,706 4,699 158- 1,716 17,964.33
75505 ESCO TRANSPORTATION 3925 OLD GALRIESTON TX HOUSTON $160 $160 $160 $2,593 $3,073.00
CUST. TOTAL...... 160 160 160 2,593 3,073.00
01041 EUROTAINER 580 HOWARD AVE NJ SOMERSET $660 $660.00
CUST. TOTAL...... 660 660.00
81394 EXPRESS TANK 2301 S CLINE IN SCHERERVILLE $1,027 $909 $362 $1,422 $3,720.00
CUST. TOTAL...... 1,027 909 362 1,422 3,720.00
10386 EXXON CHEMICAL AMERICAS 63 SELBY ROAD ON BRAMPTON $227 $227.37
CUST. TOTAL...... 227 227.37
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #13
S.C. TOTAL
CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
79984 EXXON CHEMICAL COMPANY 3825 PLAZA TOWER DRIVE LA BATON ROUGE $1,370 $1,370.00
CUST. TOTAL...... 1,370 1,370.00
05676 EXXON COMPANY U S A 250 E 22ND STREET NJ BAYONNE $287 $287.30
CUST. TOTAL...... 287 287.30
OVER-365-DAYS...9,516 *** A TO E *** 214,732 78,406 22,102 91,387 406,629.90
05210 F M C CORPORATION 440 N 9TH STREET KS LAWRENCE $200 $200.00
CUST. TOTAL...... 200 200.00
60049 FANCHEM LTD 1141 SERVICE ROAD WEST ON OAKVILLE $88 $88.56
CUST. TOTAL...... 88 88.56
32035 FERRO CORPORATION 7050 KRICK ROAD DH BEDFORD $479 $479.65
CUST. TOTAL...... 479 479.65
06477 FLEET TRANSPORT 2200 MICHIGAN AVE AL MOBILE $8 $2,335 $2,343.83
70352 FLEET TRANSPORT P O BOX 031605 AL TUSCALOOSA $2,286 $2,286.85
28410 FLEET TRANSPORT 1830 E 21ST STREET E FL JACKSONVILLE $6 $498 $505.23
69059 FLEET TRANSPORT 2046 SHERMAN AVE FL PANAMA CITY $1,123 $1,123.42
73636 FLEET TRANSPORT P O BOX 1100 GA ALBANY $98 $98.80
00851 FLEET TRANSPORT P O BOX 13429 GA ATLANTA $1,115 $1,115.53
01745 FLEET TRANSPORT P O BOX 5538 GA AUGUSTA $444 $444.41
55731 FLEET TRANSPORT 1201 CEDAR STREET GA BRUNSWICK $349 $349.79
68708 FLEET TRANSPORT 6639 MACON RD GA COLUMBUS $2,553 $2,553.70
04099 FLEET TRANSPORT P O BOX 902 GA SAVANNAH $183 $183.28
80304 FLEET TRANSPORT 12000 S DOTY AVE IL CHICAGO $180 $180.83
76000 FLEET TRANSPORT 3147 W CHAIN-A ROCK RD IL GRANITE CITY $863 $863.50
81728 FLEET TRANSPORT 3710 HIGHWAY 111 IL PONTOON BEACH $309 $309.77
02810 FLEET TRANSPORT P O BOX 675 KY CATLETTSBURG $6,577 $6,577.42
68173 FLEET TRANSPORT 17135 RONALD DRIVE LA PRAIRIEVILLE $17,185 $17,185.79
80107 FLEET TRANSPORT 6852 GREENWOOD ROAD LA SHREVEPORT $448 $448.00
02809 FLEET TRANSPORT 809 EAST SOUTH STREET MD FREDERICK $2,749 $2,749.05
77511 FLEET TRANSPORT PO BOX 60537 NC CHARLOTTE $151 $858 $1,009.58
81434 FLEET TRANSPORT P O BOX 19775 NC GREENSBORO $2,215 $3,540 $5,756.26
50551 FLEET TRANSPORT P O BOX 748 NC LEXINGTON $989 $989.29
26326 FLEET TRANSPORT P O DRAWER 79 NC PAW CREEK $4,721 $4,721.52
75941 FLEET TRANSPORT P O BOX 2597 NC WILMINGTON $522 $1,529 $2,052.30
68594 FLEET TRANSPORT P O BOX 4001 SUITE 317 NJ MATAWAN $243 $243.75
57533 FLEET TRANSPORT ROUTE 1 BOX 371A OH BELPRE $93 $93.28
00529 FLEET TRANSPORT P O BOX L PA PARKER $2,091 $2,091.08
50114 FLEET TRANSPORT 1823 HARMON STREET SC CHARLESTON $1,496 $1,496.29
67039 FLEET TRANSPORT P O BOX 871 SC GREER $122 $122.50
10024 FLEET TRANSPORT PELICAN DRIVE TN CHATTANOOGA $2,187 $2,187.88
71342 FLEET TRANSPORT 1450 CHANNEL AVE TN MEMPHIS $2,131 $2,131.00
23562 FLEET TRANSPORT P O BOX 90885 TN NASHVILLE $943 $943.52
51367 FLEET TRANSPORT 17700 BEAUMONT HIGHWAY TX HOUSTON $2,356 $2,356.45
01744 FLEET TRANSPORT 515 DINWIDDIE AVENUE VA RICHMOND $1,088 $1,088.28
CUST. TOTAL...... 2,889 8 6 63,698 66,602.18
89926 FLEXIBLE FLYER 2010 S BELTLINE SC COLUMBIA $320 $320.00
CUST. TOTAL...... 320 320.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 14
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
09701 FLORIDA ROCK & TANK LINE P O BOX 4667 FL JACKSONVILLE $737 $737.54
57047 FLORIDA ROCK & TANK LINE 5827 N DAVIS HIGHWAY FL PENSACOLA $450 $450.00
09597 FLORIDA ROCK & TANK LINE 1814 CARMICHAEL RD GA AUGUSTA $445 $445.20
80320 FLORIDA ROCK & TANK LINE P O BOX 7738 GA SAVANNAH $643 $643.60
CUST. TOTAL... 1,826 450 2,276.34
09075 FOODLINER INCORPORATED P O BOX 578 WI SHULLSBURG $725 $725.00
CUST. TOTAL... 725 725.00
67419 FORT TRANSFER P O BOX 457 IL MORTON $1,378 $435 $1,813.50
CUST. TOTAL... 1,378 435 1813.50
59571 FREEHOLD CARTAGE INCORPO P O BOX 5010 NJ FREEHOLD $576 $576.72
CUST. TOTAL... 576 576.72
51235 FREEPORT TRANSPORT 1200 BUTLER ROAD PA FREEPORT $180- $180.20-
CUST. TOTAL... 180- $180.20-
02811 FRIENDSHIP TRANSPORT 4508 B WEST MARKET ST NC GREENSBORO $67 $67.50
CUST. TOTAL... 67 67.50
03082 FRONTIER TANK CENTER 3800 CONGRESS PKWY OH RICHFIELD $225- $165 $60.00-
CUST. TOTAL... 225- 165 $60.00-
77273 FRONTIER TRAILER SALES P O BOX 460 OH RICHFIELD $385 $385.00
CUST. TOTAL... 385 385.00
84701 FRUEHAUF CORPORATION 3944 DUNCAN MO SAINT LOUIS $188 $235 $247 $357 $1,027.75
55732 FRUEHAUF CORPORATION 2800 WEST 7TH WV N CHARLESTON $201 $201.03
CUST. TOTAL... 188 235 247 558 1228.78
08071 G A F CORPORATION KREMLIN ROAD WI PEMBINE $62 $62.50
CUST. TOTAL... 62 62.50
04170 G S ROBINS & COMPANY 126 CHOUTEAU AVENUE MO SAINT LOUIS $555 $220 $775.00
CUST. TOTAL... 555 220 775.00
10051 GANNON G M COMPANY INC 3134 POST ROAD RI WARWICK $318 $318.00
CUST. TOTAL... 318 318.00
52568 GAST FUEL & SERVICES INC P O BOX 902 IN WARSAW $175 $175.00
CUST. TOTAL... 175 175.00
50033 GATEWAY TERMINAL FOOT OF LAFAYTTE STREET NJ CARTERET $43 $43.87
CUST. TOTAL... 43 43.87
89990 GENERAL CAR & TRUCK LIN 1689 DAVE CYLE BLVD SC ROCK HILL $300 $300.00
89299 GENERAL CAR & TRUCK LEAS 450 W 76TH ST IA DAVENPORT $315 $315.00
CUST. TOTAL... 615 615.00
32710 GENERAL CHEMICAL CORP 6300 PHILADELPHIA PIKE DE CLAYMONT $259 $259.70
CUST. TOTAL... 259 259.70
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 15
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
24573 GENERAL DYNAMICS CORP P O BOX 949 CT GROTON $200 $200.00
CUST. TOTAL... 200 200.00
33220 GENERAL ELECTRIC COMPANY P O BOX 2369 MA PITTSFIELD $52 $52.00
81276 GENERAL ELECTRIC COMPANY P O BOX 2719 MA PITTSFIELD $350- $208 $2,981- $3,123.00-
89461 GENERAL ELECTRIC COMPANY SILICON PROD DEPT BLDG NY WATERFORD $5,221 $6,864 $4,349 $16,435.00
CUST. TOTAL... 4,871 6,864 4,609 2,981- 13,364.00
33320 GENERAL ELECTRIC PLASTIC ONE NORYL AVENUE NY SELKIRK $149 $149.00
CUST. TOTAL... 149 149.00
82673 GENOVA INC P O BOX 386 NJ WILLIAMSTOWN $1,918 $1,918.51
CUST. TOTAL... $1,918 1,918.51
34140 GEORGIA PACIFIC CORP BOX 68/CHEMICAL DIV NC CONWAY $144 $144.72
CUST. TOTAL... 144 144.72
07499 GLESS BROTHERS P O BOX 219 IA BLUE GRASS $1,173 $1,173.86
CUST. TOTAL... 1,173 1,173.86
89816 GLOBAL SPILL MANAGEMENT P O BOX 1200 PA VALLEY FORGE $238 $238.50
CUST. TOTAL... 238 238.50
71000 GOLD BOND BLDG PRODUCTS INDUSTRIAL DRIVE NH MANCHESTER $128 $128.26
CUST. TOTAL... 128 128.26
19319 GORSKI BULK TRANSPORT 5400 WALKER ROAD ON OLDCASTLE $450 $225 $290 $965.92
CUST. TOTAL... 450 225 290 965.92
60911 GRACE LOGISTICS SERVICES P O BOX 24999 SC GREENVILLE $6,956 $1,162 $8,118.36
CUST. TOTAL... 6,956 1,162 8,118.36
00571 GREAT AMERICAN FOOD SALE NJ SOMERSET $356 $604 $90 $1,050.00
CUST. TOTAL... 356 604 90 1,050.00
89834 GREAT DANE TRAILERS INC 5231 WEST BEAVER STREET FL JACKSONVILLE $250 $250.00
CUST. TOTAL... 250 250.00
35610 GREAT LAKES CHEMICAL CO P O BOX 1878 AR EL DORADO $305 $145 $450.00
CUST. TOTAL... 305 145 450.00
80559 GREAT LAKES ENVIORNMENTAL 2077 MOUND ROAD MI WARREN $88 $88.56
CUST. TOTAL... 88 88.56
62508 GREAT LAKES TERM TRANS P O BOX 361 IL ARGO $115- $115.00-
115- 115.00-
52741 GRIFF JONES TRANSPORT 177 OLD CHURCHMANS ROAD DE NEW CASTLE $492 $2,736 $3,229.78
65723 GRIFF JONES TRANSPORT 180 FOREST HILLS DR SC SPARTANBURG $3,541 $3,177 $3,159 $2,762 $12,639.00
CUST. TOTAL... 3,541 3,177 3,651 5,498 15,868.78
82568 GRIFFITH OIL COMPANY 475 SOLAR STREET NY SYRACUSE $48 $48.15
CUST. TOTAL... 48 48.15
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 16
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
28411 GROENDYKE TANK LINES P O BOX 888 TX BROWNSVILLE $5,975 $7,753 $160 $13,888.60
04040 GROENDYKE TANK LINES P O BOX 7329 TX LONGVIEW $227 $227.00
CUST. TOTAL... 6,202 7,753 160 14,115.60
89647 GRUMMAN ALLIED-LLV DIV RD 1 BOX 441 PA MONTGOMERY $20,850 $20,850.20
CUST. TOTAL... 20,850 20,850.20
74521 GUARDSMAN PRODUCTS INC 145 DIVIDEND ROAD CT ROCKY HILL $550 $550.00
CUST. TOTAL... 550 550.00
52149 H B FULLER COMPANY 12110 HARLAND DR GA COVINGTON $480 $21 $501.20
CUST. TOTAL... 480 21 501.20
86736 H C I GEORGIA INC 11 PIEDMONT CENTER GA ATLANTA $331 $331.00
CUST. TOTAL... 331 331.00
82002 H G ANDERSON TRUCK CORP P O BOX 742 NY RENSSELAER $568 $304 $244 $264 $1,380.90
CUST. TOTAL... 568 304 244 264 1,380.90
36420 HALL CHEMICAL COMPANY GUNTERSVILLE HIGHWAY AL ARAB $600 $600.00
CUST. TOTAL... 600 600.00
72251 HAMPSHIRE CHEMICAL 400 GEORGIA AVE TX DEER PARK $872 $872.44
CUST. TOTAL... 872 $ 872.44
17073 HAMPSHIRE CHEMICAL CORP 739 BATTLEGROUND ROAD TX DEER PARK $168 $168.00
CUST. TOTAL... 168 168.00
10758 HAPAG-LLOYD CONTAINER LI P O BOX 8879 GA SAVANNAH 200 $200.00
CUST. TOTAL... 200 200.00
61031 HARMAC TRANSPORTATION 2695 14TH AVENUE ON MARKHAM $234 $234.36
CUST. TOTAL... 234 234.36
04550 HAWK TRANSPORTATION SERV P O BOX 4967 NH MANCHESTER $859 $280 $137- $1,002.91
CUST. TOTAL... 859 280 137- 1,002.91
89191 HCI CHEMTECH DISTRIBUTION 139 E SOPER STREET MO ST LOUIS $140 $130 $168 $180 $618.75
CUST. TOTAL... 140 130 168 180 618.75
83010 HEIL COMPANY P O BOX 3386 TN KNOXVILLE $250 $250.00
CUST. TOTAL... 250 250.00
76997 HEIL TANK SERVICE 3808 BELLS LANE KY LOUISVILLE $65 $65.00
CUST. TOTAL... 65 65.00
83066 HEIL TRADING COMPANY 3808 BELLS LANE KY LOUISVILLE $310 $310.00
CUST. TOTAL... 310 310.00
64033 HENKEL CORP P O BOX 7044 NC CHARLOTTE $630 $630.00
58024 HENKEL CORP P O BOX 818019 OH CLEVELEND $164 $164.00
50176 HENKEL CORP 300 BROOKSIDE AVENUE PA AMBLER $270- $270.40-
CUST. TOTAL... 794 $270- 523.60
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 17
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
04725 HENKEL CORPORATION 25817 CLAWITER ROAD CA HAYWARD $2,093 $2,093.00
CUST. TOTAL... 2,093 2,093.00
88285 HENKEL TEXTILE CHEMICAL 11709 FRUHAUF DRIVE NC CHARLOTTE $125 $125.99
CUST. TOTAL... 125 125.99
16884 HERCULES INCORPORATED P O BOX 1027 MI KALAMAZOO $7,744 $590 $630 $630- $8,334.74
60030 HERCULES INCORPORATED 411 HERCULES DRIVE MI PARCHMENT $1,190 $1,190.00
CUST. TOTAL... 8,934 590 630 630- 9,524.74
77189 HERMAN BORTHERS INC 2565 ST MARYS AVE NE OMAHA $210 $210.00
78504 HERMAN BORTHERS INC P O BOX 1460 OK PRYOR $384 $384.00
CUST. TOTAL... 594 594.00
08432 HEVI DUTY ELECTRIC CO P O BOX 268 NC GOLDSBORO $140- $140.00-
CUST. TOTAL... 140- 140.00-
38920 HIGH POINT CHEMICAL CORP 255 BEDDINGTON STREET NC HIGH POINT $814 $814.00
CUST. TOTAL... 814 814.00
75111 HIGHWAY PIPELINE SENS ROAD TX LA PORTE $215 $215.00
CUST. TOTAL... 215 215.00
64409 HIGHWAY TRANSPORT INC LA HAHNVILLE $1,337- $1,337.50-
85679 HIGHWAY TRANSPORT INC ROUTE 130 NJ PEDRICKTOWN $649 $649.49
18008 HIGHWAY TRANSPORT INC C/O QUALLAWASH SERVICES PA EXTON $23,132 $252 $23,384.36
87087 HIGHWAY TRANSPORT INC 1917 POLYMER DRIVE TN CHATTANOOGA $129 $129.30
87891 HIGHWAY TRANSPORT INC P O BOX 50068 TN KNOXVILLE $169 $169.75
CUST. TOTAL... 23,132 136- 22,995.40
14790 HOECHST CELANESE CORP 2850 CHERRY ROAD SC ROCK HILL $115 $115.00
CUST. TOTAL... 115 115.00
73164 HOFFMEIER P O BOX 3667 OK TULSA $200- $200.00-
CUST. TOTAL... 200- 200.00-
09739 HOLLY TRANSPORTATION 3155 ALBRECHT AVENUE OH AKRON $5,130 $5 $190- $4,945.00
CUST. TOTAL... 5,130 5 190- 4,945.00
01724 HOLTRA CHEMICAL INC 159 BODEN LANE MA NATICK $130 $130.00
CUST. TOTAL... 130 130.00
84826 HOOVER GROUP INC 2001 WESTSIDE PKWY GA ALPHARETTA $6,000 $6,000.00
CUST. TOTAL... 6,000 6,000.00
90118 HORNER EQUIPMENT COMPANY 400 NORTH 14TH STREET MI SAGINAW $135 $135.00
CUST. TOTAL... 135 135.00
82253 HOT Z TRANSPORT COMPANY 4309 OLD CAVE SPRING ROA VA ROANOKE $190 $190.80
CUST. TOTAL... 190 $190.80
83109 HOUSTON TANK TRAILER INC 223 EAST REPUBLIC AVE TX BAYTOWN $1,322 $1,840 $1,830 $200- $4,792.50
CUST. TOTAL 1,322 1,840 1,830 200- 4,792.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 18
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
81778 HOWELL CHEMICAL CO 1201 SOUTH SHELDON ROAD TX CHANNELVIEW $328 $155 $483.00
CUST. TOTAL 328 155 483.00
74413 HOWELL HYDROCARBONS P O BOX 429 TX CHANNELVIEW $215 $215.00
CUST. TOTAL 215 215.00
17750 HOYER USA INCORPORATED 136 CENTRAL AVENUE NJ CLARK $273 $364 $637.86
78703 HOYER USA INCORPORATED 2 NORTH POINT RD TX HOUSTON $1,543 $1,543.10
CUST. TOTAL 273 1,907 2,180.96
83866 HURRICANE TANK WASH 11000 BEAUMONT HWY TX HOUSTON $1,300 $1,300.00
CUST. TOTAL 1,300 1,300.00
60147 ICI AMERICAS INC MANTUA GROVE RD NJ W DEPTFORD $7,807 $3,387 $11,195.72
CUST. TOTAL 7,807 3,387 11,195.72
78186 IDAHO MILK TRANSPORTING P O BOX 795 IO BURLEY $405 $195 $600.00
CUST. TOTAL 405 195 600.00
40255 IFF 600 STATE HIGHWAY 36 NJ HAZLET $269- $269.64-
CUST. TOTAL 269- 269.64-
05446 IMPERIAL WEST CHEMICAL C 1701 WILBUR AVENUE CA ANTIOCH $625 $625.00
CUST. TOTAL 625 625.00
07245 INDIAN RIVER TRANSPORT P O BOX 2119 FL WINTER HAVEN $1,177 $1,177.00
CUST. TOTAL 1,177 1,177.00
52295 INFINGER TRANSPORTATION P O 70898 SC CHARLESTON $2,447 $1,162 $95 $3,704.50
CUST. TOTAL 2,447 1,162 95 3,704.50
87464 INK COMPANY MARPAX INC DBA SC SPARTANBURG $830 $720 $1,550.00
CUST. TOTAL 830 720 1,550.00
33920 INLAND ROME INC 238 MAYS BRIDGE ROAD GA ROME $143 $143.00
CUST. TOTAL 143 143.00
74110 INTERFLOW USA 363 N SAM HOUSTON PKWY E TX HOUSTON $1,201 $1,180 $2,381.65
CUST. TOTAL 1,201 1,180 2,381.65
64466 INTERNATIONAL CONTAINER 66 YORK STREET NJ JERSEY CITY $487 $1,027 $1,616 $1,975 $5,106.45
CUST. TOTAL 487 1,027 1,616 1,975 5,106.45
04579 INTERPLASTICS CORPORATION P O BOX 1108 OK PRYOR $191 $120 $311.00
CUST. TOTAL 191 120 311.00
58104 INTERPOLYMER CORP 7501 DISTRIBUTION DRIVE KY LOUISVILLE $130 $52 $182.53
CUST. TOTAL 130 52 182.53
74498 INTERSTATE CHEMICAL CO 2797 FREEDLAND ROAD PA HERMITAGE $940 $940.80
CUST. TOTAL 940 940.80
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 19
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
55429 IREDELL MILK TRANSPORTAT P O BOX 1318 NC MOORESVILLE $130 $130.00
CUST. TOTAL 130 130.00
81204 IRON HORSE EQUIP CORP P O DRAWER R CA ADELANTO $70 $70.00
CUST. TOTAL 70 70.00
00562 IVAX INDUSTRIES P O BOX 10027 SC ROCK HILL $1,080 $445 $1,525.00
CUST. TOTAL 1,080 445 1,525.00
73566 J & M 1215 A BANKHEAD HWY AL BIRMINGHAM $93- $93.00-
CUST. TOTAL 93- 93.00-
81698 J & M TANK LINES RT 1 BOX 5 GA AMERICUS $1,327 $1,327.00
CUST. TOTAL 1,327 1,327.00
54622 J P HUNT P O BOX 130 AR LOWELL $140 $140.00
CUST. TOTAL 140 140.00
88217 J P VOJT 201 SPRINGBROOK TRAIL NJ SPARTA $153 $153.70
CUST. TOTAL 153 153.70
63564 JARRELL TRANSPORT P O DRAWER 1117 LA BASTROP $4,320 $4,624 $1,980 $10,924.00
CUST. TOTAL 4,320 4,624 1,980 10,924.00
05169 JOHNSON & JOHNSON P O BOX 67 PR LAS PIEDRAS $700- $700.00-
CUST. TOTAL 700- 700.00-
51286 JOHNSRUD TRANSPORT INC P O BOX 8069 IA DES MOINES $50 $50
89344 JOHNSRUD TRANSPORT INC 200 SE 34TH ST IA DES MOINES $1,279 1,279
CUST. TOTAL 1,279 50 1,329
00977 JONES CHEMICAL COMPANY RIVER ROAD NY WARWICK $339 $106 $445.20
CUST. TOTAL 339 106 445.20
63078 K & D INDUSTRIES WEST 2109 OLMSTEAD ROAD MI KALAMAZOO $683 $460 $1,143.00
CUST. TOTAL 683 460 1,143.00
81273 K & D OF OHIO INC 270 9TH AVE OH MANSFIELD $430 $140 $172- $397.50
CUST. TOTAL 430 140 172- 397.50
70211 K & W TRUCKING 35219 16TH AVE SOUTH WA FEDERAL WAY $90- $90.10-
CUST. TOTAL 90- 90.10-
00507 KALEX CHEMICAL PRODUCTS 235 GARDNER AVENUE NY BROOKLYN $23 $23.85
CUST. TOTAL 23 23.85
01408 KAW TRANSPORT CO P O BOX 11240 MO KANSAS CITY $807 $807.76
55936 KAW TRANSPORT CO MO PLEASANT VLY $132- $132.85-
CUST. TOTAL 807 132- 674.91
05543 KENAN TRANSPORT P O BOX 659 NC WILMINGTON $1,522 $490 $2,012.50
CUST. TOTAL 1,522 490 2,012.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 20
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
87694 KINGS FUEL P O BOX 838 NY TROY $465 $465.48
CUST. TOTAL 465 465.48
88916 KIRK LINES ATTN HENRY YORDAN FL MIAMI $440 $440.00
CUST. TOTAL 440 440.00
43450 KLEEN BRITE LABORATORIES P O BOX 20408 NY ROCHESTER $1,018 $1,018.18
CUST. TOTAL 1,018 1,018.18
82006 KOCH SERVICE INC P O BOX 1227 NC LELAND $1,200 $75 $75- $1,200.00
02714 KOCH SERVICE INC P O BOX 10347 TX CORPUS CHRISTI $243 $243.00
CUST. TOTAL 1,443 75 75- 1,443.00
72828 KOCH SERVICE INCORPORATED P O BOX 6326 TX BEAUMONT $904- $904.22-
57738 KOCH SERVICE INCORPORATED P O BOX 889 TX MONT BELVIEU $200 $200 $400.00
CUST. TOTAL 200 200 904- 504.22-
60406 KOCH SERVICES INCORPORAT P O BOX 377 IA W LIBERTY $215 $215.00
89060 KOCH SERVICES INCORPORAT P O BOX 839 LA JENNINGS $220 $220.00
CUST. TOTAL 220 215 435.00
87336 KRAFT FOODS INCORPORATED 710 N MATHIS ST IL CHAMPAIGN $115 $115.00
CUST. TOTAL 115 115.00
83410 KRAMER CHEMICAL 555 ROUTE 1 SOUTH NJ ISELIN $171 $171.20
CUST. TOTAL 171 171.20
54109 KUHNLE BROS INC 3375 ROCHESTER ROAD NY LAKEVILLE $322 $567 $889.92
CUST. TOTAL 322 567 889.92
50552 KUNHLE P O BOX 375 OH NEWBURY $321 330 $651.84
CUST. TOTAL 321 330 651.84
71773 L & B TRANSPORT CO 624 HWY 190 WEST LA PORT ALLEN $1,602 $1,602.50
CUST. TOTAL 1,602 1,602.50
51233 LACYS EXPRESS P O BOX 130 NJ PEDRICKTOWN $1,591 $21- $1,570.24
CUST. TOTAL 1,591 21- 1,570.24
78334 LAID LAW INVIRONMENTAL P O BOX 321 SC ROEBUCK $265 $155 $420.00
CUST. TOTAL 265 155 420.00
02139 LAIDLAW ENVIRONMENTAL IN ROUTE 11 BOX 3 NC REIDSVILLE $400 $70- $330.00
CUST. TOTAL 400 40- 330.00
00857 LANGER TRANSPORT ROUTE 440 & DANFORTH AVE NJ JERSEY CITY $6,887 $2,170 $8,017 $17,075.36
CUST. TOTAL 6,887 2,170 8,017 17,075.36
79886 LARSON INTERMODAL P O BOX 45 TX GALENA PARK $1,356 $3,210 $1,785 $5,063 $11,415.00
CUST. TOTAL 1,356 3,210 1,785 5,063 11,415.00
83707 LAWSON TRUCKING P O BOX 250350 AL MONTGOMERY $110 110.00
CUST. TOTAL 110 110.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 21
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
50554 LEASEWAY 500 W 138TH ST IL RIVERDALE $255 $255.11
57898 LEASEWAY P O BOX 60537 NC CHARLOTTE $225 $225.20
54620 LEASEWAY 3801 23RD ST SO W OH CANTON $10 $625 $635.77
69879 LEASEWAY 3260 VALLEYVIEW DRIVE OH COLUMBUS $206- 206.70-
CUST. TOTAL 10 899 909.38
89061 LEE-WAY TRUCKING P O BOX 386 WY THERMOPOLIS $175 $175.00
CUST. TOTAL 175 175.00
03948 LEESER TRANSPORTATION ROUTE 3 HIGHWAY 61 S MO PALMYRA $675 $675.00
CUST. TOTAL 675 675.00
65847 LES TRANSPORTS PROVOST 7887 GRENACHE ST PQ VILLE D ANJOU $834 $288 $162- $961.50
CUST. TOTAL 834 288 162 961.50
28412 LESCHACO INCORPORATED RTS 1 & 9 S & INTNL WAY NJ NEWARK $1,283 $521 $250 $2,243 $4,297.00
00615 LESCHACO INCORPORATED 8552 KATY FREEWAY/SUITE TX HOUSTON $777 $1,006 $178 $6,151 $8,113.10
74319 LESCHACO INCORPORATED 8552 KATY FREEWAY TX HOUSTON $413 $413.10
24869 LESCHACO INCORPORATED 5711 SOUTH LABURNUM AVE VA RICHMOND $156 $156.60
CUST. TOTAL 2,060 1,527 428 8,964 12,979.80
77346 LEVY TRANSPORT 258 RUE COMMERCIAL PQ ST HENRI $204 $204.12
CUST. TOTAL 204 204.12
52017 LEWIS TRANSPORT P O BOX 345 KY COLUMBIA $160- $160.00-
CUST. TOTAL... 160- 160.00-
47010 LILLY & COMPANY 1991 NOLTE DR NJ PAULSBORO $551 $551.20
CUST. TOTAL... 551 551.20
10026 LINDEN BULK TRANSPORT 464 TRIMLEY POINT ROAD NJ LINDEN $265 $265.00
CUST. TOTAL... 265 265.00
60039 LINDSEY MOTOR EXPRESS SOUTHSIDE RIVER RAIL INC OH CINCINNATI $3,175 $750 $3,925.00
CUST. TOTAL... 3,175 750 3,925.00
08240 LIQUID CARGO INCORPORATE P O BOX 482 NJ KEARNY $847 $404 $62 $1,314.81
09964 LIQUID CARGO INCORPORATE 1272 LOUGAR STREET ON SARNIA $175 $175.00
CUST. TOTAL... 1,022 404 62 1,489.81
87585 LIQUID TRANSPORT LTC 1331 BARCELONA DRIVE SC GREENVILLE $635 $845 $465 $1,946.40
CUST. TOTAL... 635 845 465 1,946.40
28790 LIQUID TRANSPORT CORP 6171W 300N IN GREENFIELD $5,362 $3,240 $14 $85 $8,702.23
76379 LIQUID TRANSPORT CORP P O BOX 57 IN NEW SALISBURY $178 $16 $195.24
89328 LIQUID TRANSPORT CORP P O BOX 179 NJ CARTERET $139 $139.32
82642 LIQUID TRANSPORT CORP P O BOX 467 OH BELPRE $1,407 $119 $14- $313 $1,825.37
58330 LIQUID TRANSPORT CORP 6426 DIXIE HIGHWAY OH FAIRFIELD $135 $135.00
58202 LIQUID TRANSPORT CORP P O BOX 10119 WV CHARLESTON $576 $156 $732.75
CUST. TOTAL... 7,480 3,538 138 571 11,729.91
65906 LIQUID TRANSPORTERS INC P O BOX 273 IL CHANNAHON $244 $2,827 $3,071.54
</TABLE>
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<TABLE>
<CAPTION>
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 22
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
51103 LIQUID TRANSPORTERS INC P O BOX 1649 KY ASHLAND $2,303 $2,303.58
53487 LIQUID TRANSPORTERS INC STAR ROUTE 1 KY BRANDENBURG $707 $707.45
25997 LIQUID TRANSPORTERS INC 1292 FERN VALLEY ROAD KY LOUISVILLE $139 $139.26
69027 LIQUID TRANSPORTERS INC 3710 CANE RUN RD KY LOUISVILLE 43,429 $535 $145 $10,146 $14,255.48
25743 LIQUID TRANSPORTERS INC 1622 PARKER DRIVE NC CHARLOTTE $2,949 $60 $3,009.00
50954 LIQUID TRANSPORTERS INC 210 ESSEX AVE EAST NJ AVENEL $1,357 $168 $90 $1,615.90
09598 LIQUID TRANSPORTERS INC ROUTE 51 & PITTSBURGH AV PA CORAOPOLIS $1,360 $1,360.80
07702 LIQUID TRANSPORTERS INC 900 PINEVILLE RD TN CHATTANOOGA $222 $222.60
00813 LIQUID TRANSPORTERS INC 1415 PENN CITY RD TX HOUSTON $6,629 $6,629.38
82247 LIQUID TRANSPORTERS INC 1415 PENN CITY RD TX HOUSTON $886 $886.56
CUST. TOTAL... 7,735 947 145 25,373 34,201.55
74197 LLOYD TRANSPORT P O BOX 129 WI PLEASANT PRAIR $1,672 $266 $310 $2,248.56
CUST. TOTAL... 1,672 266 310 2,248.56
05534 LONZA INC 17-17 ROUTE 203 NJ FAIR LAWN $332 $576 $909.25
CUST. TOTAL... 332 576 909.25
59294 LUCKEY TRUCKING INC R R 5 IL STREATOR $154 $130- $24.00
CUST. TOTAL... 154 130- 24.00
61521 M N BOYCHUK STONE CO HIGHWAY 22 WEST NJ SPRINGFIELD $43 $43.20
CUST. TOTAL... 43 43.20
84110 MAIN BROS OIL CO PO BOX 11029 NY ALBANY $160 $160.92
CUST. TOTAL... 160 160.92
66765 MANFREDI 14965 SLOVER CA FONTANA $192 $192.40
71763 MANFREDI 7254 MR HOLLY ROAD NC CHARLOTTE $300- $300.00-
06485 MANFREDI SAWMILL PARKWAY OH HURON $423 $423.36
02216 MANFREDI 11250 KINGSMAN ROAD OH NEWBURY $376 $801 $1,178.17
26683 MANFREDI 14841 SPERRY ROAD OH NEWBURY $811 $375 $1,186.00
CUST. TOTAL... 1,611 801 267 2,679.93
88555 MANFREDI MOTOR TRANSIT 5560 BRENTLINGER DR OH DAYTON $207 $207.36
CUST. TOTAL... 207 207.36
52575 MARCOTTE FARMS INC 1752 N 12000 E ROAD IL MOMENCE $3,991 $70 $4,061.73
CUST. TOTAL... 3,991 70 4061.73
73161 MASON DIXON TANK LINES 210 ESSEX AVE NJ AVENEL $734 $734.26
CUST. TOTAL... 734 734.26
27182 MATLACK INC AL SARALAND $2,115- $2,115.85-
78731 MATLACK INC P O BOX 1791 DE WILMINGTON $2,461 $2,461.56
68107 MATLACK INC 2700 BUCKMAN STREET FL JACKSONVILLE $147 $120 $240- $27.00
51707 MATLACK INC 5530 EXPORT BLVD GA GARDEN CITY $2,756 $316 $464 $125- $3,411.75
82545 MATLACK INC 5530 EXPORT BLVD GA GARDEN CITY $189 $189.00
27183 MATLACK INC 1025 COMMERCE ROD BOX 94 GA MORROW $790 $790.50
02813 MATLACK INC 13925 SOUTH KEELER IL CRESTWOOD $167 $167.00
02545 MATLACK INC P O BOX 701 IN WESTVILLE $1,020 $1,020.00
08246 MATLACK INC P O BOX 5 KY CALVERT CITY $315 $315.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 23
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
07500 MATLACK INC 4107 BELLS LANE KY LOUISVILLE $362 $362.00
50932 MATLACK INC P O BOX 486 LA GONZALES $230 $230.00
03855 MATLACK INC 145 WOODLAND DR LA LA PLACE $1,096 $395 $25 $1,516.40
52571 MATLACK INC 145 WOODLAND DR LA LA PLACE $720 $720.00
87163 MATLACK INC 3822 HWY 1 NORTH LA PORT ALLEN $480 $158 $635.00
03628 MATLACK INC 339 BLISS STREET MA W SPRINGFIELD $2,007 $217 $338 $2,562.92
78995 MATLACK INC 406 RR AVENUE MD FEDERALSBURG $313 $172 $485.50
74992 MATLACK INC 709 EAST MAIN ST MO PALMYRA $80- $80.00-
52297 MATLACK INC 139 E SOPER STREET MO SAINT LOUIS $365 $180 $336 $881.25
81655 MATLACK INC 6041 I-55 SOUTH MS JACKSON $180 $120 $300.00
02544 MATLACK INC 7254 MT HOLLY RD NC CHARLOTTE $2,154 $300 $423- $2,031.60
81663 MATLACK INC 608 DUNN RD NC FAYETTEVILLE $233 $233.00
05096 MATLACK INC 519 PATTON AVENUE NC GREESNBORO $651 $206 $857.00
52220 MATLACK INC 57 RANDOLPH AVENUE NJ AVENEL $145 $207 $215 $567.50
52746 MATLACK INC FOOT E 2ND STREET NJ BAYONNE $1,212 $405 $65 $321 $2,004.63
78211 MATLACK INC 1558 FIRESTONE PARKWAY OH AKRON $1,895 $378 $415 $2,688.93
51374 MATLACK INC 1120 WYANOKE STREET OH IRONTON $195 $195.00
53569 MATLACK INC 7431 YOUNGTOWN & CONN RD OH KINSMAN $455 $10 $465.43
53568 MATLACK INC 8070 HARDING HWY OH LIMA $830 $830.00
52995 MATLACK INC 5745 N RIDGE ROAD OH N MADISON $185 $185.00
59573 MATLACK INC 8101 NORTH EAST 11TH AVE OR PORTLAND $170 $170.00
08551 MATLACK INC IMPERIAL DRIVE PA BENSALEM $190 $190.00
50555 MATLACK INC 103 1/5 KENDALL AVE PA BRADFORD $183 $183.00
06834 MATLACK INC 2895 NEVILLE ROAD PA PITTSBURGH $405 $405.85
09945 MATLACK INC 1647 KING STREET EXTENSI SC CHARLESTON $1,023 $242 $693 $1,959.25
01754 MATLACK INC P O BOX 619 SC FAIRFOREST $5,795 $598 $890 $7,283.50
07513 MATLACK INC P O BOX 619 SC SPARTANBURG $155 $155.00
55434 MATLACK INC 1901 ROSSVILLE AVENUE TN CHATTANOOGA $1,058 $227 $337 $1,622.73
07704 MATLACK INC P O BOX 13165 TN MEMPHIS $120 $167 $287.50
62575 MATLACK INC 1509 ELMHILL PIKE TN NASHVILLE $170 $170.00
27821 MATLACK INC 6365 WASHINGTON BLVD TX BEAUMONT $22 $194- $171.38-
80501 MATLACK INC 404 FM 646 TX DICKINSON $680 $205 $885.00
08248 MATLACK INC 7102 E HWY 332 TX FREEPORT $627 $705 $1,332.00
63184 MATLACK INC 7102 E HWY 332 TX FREEPORT $145 $145.00
28414 MATLACK INC ROUTE 2 & UNION STREET WV NEW MARTINSVIL $167 $167.50
73163 MATLACK INC PO BOX 735 WV NITRO $340 $340.00
CUST. TOTAL... 28,275 3,114 1,868 5,803 39,062.07
63567 MAXWELL TANK LINES R R #6 IL CHANNAHON $194 $801 $995.00
CUST. TOTAL... 194 801 995.00
06192 MC KENZIE TANK LINES INC P O BOX 13507 AL MOBILE $120 $120.00
56098 MC KENZIE TANK LINES INC P O BOX 460 LA HAHNVILLE $436 $436.80
79755 MC KENZIE TANK LINES INC 7327 OLD STATESVILLE RD NC CHARLOTTE $210 $210.60
54164 MC KENZIE TANK LINES INC 11500 CHOATE RD TX PASADENA $1,009 $724 $1,690 $3,423.00
CUST. TOTAL... 1,656 844 1,690 4,190.40
69847 MC NULTY BULK TRANSPORT ROUTE 291 & STEWART AVE PA ESSINGTON $10- $10.90-
CUST. TOTAL... 10- 10.90-
85359 MC TANK TRANSPORT 8555 N GILMORE OH FAIRFIELD, BU $250 $250.00
CUST. TOTAL... 250 250.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 24
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
88506 MCILVAINE TRUCKING INC 7556 CLEVELAND RD OH WOOSTER $1,475 $1,475.60
CUST. TOTAL...
88346 MCKENZIE TANK LINES INC P O BOX 100 GA ORCHARD HILL $760 $760.00
CUST. TOTAL... 760 760.00
82684 MID WEST SERVICE INC 2250 E 15TH AVE IN GARY $350 $350.00
CUST. TOTAL... 350 350.00
81842 MIDLAND ENVIORNMENTAL SE 416 BURGESS ST MI MIDLAND $5- $5.20-
CUST. TOTAL... 5- 5.20-
09841 MILES INC MOBAY ROAD PA PITTSBURGH $5,587 $3,313 $7,740 $25,631 $42,272.12
53100 MILES INC MOBAY ROAD PA PITTSBURGH $139 $139.13
80311 MILES INC PA PITTSBURGH $139 $139.13
85980 MILES INC BOX 10288/BUSHY PARK PLT SC CHARLESTON $374 $45 $161 $580.50
77812 MILES INC 8500 WEST BAY RD TX BAYTOWN $7,675 $7,250 $1,175 $8,154 $24,254.50
CUST. TOTAL... 13,637 10,608 8,915 34,225 67,385.38
57048 MILKY WAY TRANSPORT CO P O BOX 9266 MO SPRINGFIELD $80 $80.00
CUST. TOTAL... 80 80.00
63315 MILLER TRANSPORT 2300 NABORS RD S W AL BIRMINGHAM $330 $330.00
02814 MILLER TRANSPORT P O BOX 2106 AL MOBILE $1,070 $135 $196- $1,009.35
09204 MILLER TRANSPORT 5800 21ST STREET AL TUSCALOOSA $666 $666.30
03083 MILLER TRANSPORT P O BOX 1392 AR EL DORADO $227 $428 $655.00
61995 MILLER TRANSPORT 1321 S JACKSON AR MAGNOLIA $559 $147 $706.05
55544 MILLER TRANSPORT 232 TIE PLANT LANE AR N LITTLE ROCK $578 $578.00
04042 MILLER TRANSPORT P O BOX 7708 GA SAVANNAH $693 $889 $1,583.25
76377 MILLER TRANSPORT 700 E 120TH STREET IL CHICAGO $217 $227 $445.20
57632 MILLER TRANSPORT 7088 GREEWELL SPRING RD LA BATON ROUGE $624 $1,232 $305 $1,005 $3,166.10
02503 MILLER TRANSPORT P O BOX 15488 MS HATTIESBURG $357 $357.00
26634 MILLER TRANSPORT P O BOX 1123 MS JACKSON $2,085 $375 $1,354 $3,815.21
67420 MILLER TRANSPORT P O BOX 768 MS MERIDIAN $265 $265.00
88414 MILLER TRANSPORT 291-B DUKES RD SC ORANGEBURG $654 $654.50
01867 MILLER TRANSPORT 2000 CHANNEL AVENUE TN MEMPHIS $1,786 $980 $2,766.00
59863 MILLER TRANSPORT 5643 OLD MILLINGTON RD TN MEMPHIS $238 $238.00
28774 MILLER TRANSPORT 4640 WASHINGTON BLVD TX BEAUMONT $1,040 $135 $334 $189 $1,698.00
04043 MILLER TRANSPORT P O BOX 388 TX CHANNELVIEW $452 $452.00
50700 MILLER TRANSPORT P O BOX 607 WV NITRO $570 $570.00
CUST. TOTAL... 11,010 4,970 639 3,334 19,954.96
08251 MILLER TRANSPORTERS 15855 WOOD DR TX CHANNELVIEW $1,153 $1,203 $435- $1,921.87
CUST. TOTAL... 1,153 1,203 435- 1,921.87
01755 MISSION PETROLEUM P O BOX 87788 TX HOUSTON $529- $529.06-
CUST. TOTAL... 529- 529.06-
28194 MISSISSIPPI CHEMICAL COR LA BOSSIER CITY $461- $461.44-
60036 MISSISSIPPI CHEMICAL EXP P O BOX 6176 LA BOSSIER CITY $3,712 $675 $4,387.92
88039 MISSISSIPPI CHEMICAL EXP P O BOX 361 WV KENOVA $2,738 $2,738.42
CUST. TOTAL... 6,450 213 6,664.90
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 25
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
89568 MOBIL CHEMICAL CORPORATIONP O BOX 3140 NJ EDISON $1,491 $1,491.95
CUST. TOTAL... 1,491 1,491.95
02847 MOBIL OIL CORPORATION 134 FORBES AVENUE CT NEW HAVEN $155 $155.00
15086 MOBIL OIL CORPORATION P O BOX 839 PA VALLEY FORGE $1,156 $1,156.06
CUST. TOTAL... 155 1,156 1,311.06
15016 MONSANTO COMPANY 1610 MARVIN GRIFFIN RD GA AUGUSTA $1,278 $1,278.41
53490 MONSANTO COMPANY P O BOX 17627 MO SAINT LOUIS $2,250 $2,250.00
58407 MONSANTO COMPANY P O BOX 14307 MO SAINT LOUIS $7- $7.05-
CUST. TOTAL... 1,278 2,250 7- 3,521.36
87131 MONTGOMERY INTERMODAL 71 W UWCHLAN AVE PA EXTON $190 $190.00
CUST. TOTAL... 190 190.00
74738 MONTGOMERY TANK LINES DE NEW CASTLE $550- $550.25-
54110 MONTGOMERY TANK LINES 3108 CENTRAL DRIVE FL PLANT CITY $1,012 24,660 $25,673.01
85268 MONTGOMERY TANK LINES 3108 CENTRAL DRIVE FL PLANT CITY $2,610 $95 $329 $803 $3,837.84
71525 MONTGOMERY TANK LINES GA LAKE CITY $968- $968.24-
27823 MONTGOMERY TANK LINES IL CHICAGO $179- $179.35-
25615 MONTGOMERY TANK LINES P O BOX 465 IL SUMMIT $734 $734.85
01758 MONTGOMERY TANK LINES IN GARY $168- $168.80-
73639 MONTGOMERY TANK LINES LA AMA $385- $385.20-
87390 MONTGOMERY TANK LINES 2020 MULBERRY RD NC CONCORD $879 $879.00
78844 MONTGOMERY TANK LINES 622 1/2 W WATERLOO ROAD OH AKRON $3,805 $3,805.35
59866 MONTGOMERY TANK LINES OH CINCINNATI $73- $73.85-
75849 MONTGOMERY TANK LINES OH IRONTON $63 $63.60
75827 MONTGOMERY TANK LINES OH UNIONTOWN $263- $263.75-
51708 MONTGOMERY TANK LINES PA GROVETON $148- $148.50-
50455 MONTGOMERY TANK LINES PA PARKER $50- $50.35-
76378 MONTGOMERY TANK LINES TN CHATTANOOGA $248 $248.04
72711 MONTGOMERY TANK LINES TX FREEPORT $613 $613.79
CUST. TOTAL... 4,501 95 329 28,141 33,067.19
87944 MONTGOMERY TRUCK LINES 3091 APPLEBEE LANE ON BURLINGTON $412 $102 $515.10
CUST. TOTAL... 412 102 515.10
66682 MONTGOMERY/QUALITY CARRI P O BOX 485 WV NITRO $19 $19.20
CUST. TOTAL... 19 19.20
49495 MOONEY CHEMICAL INC TWO MILE RUN ROAD PA FRANKLIN $680 $680.50
CUST. TOTAL... 680 680.50
90200 MORETEX CHEMICAL COMPANY 314 W HENRY SC SPARTANBURG $190 $190.00
CUST. TOTAL... 190 190.00
06674 MORTON INT'L SPECIALITY 2700 EAST 170TH STREET IL LANSING $5,225 $5,225.00
CUST. TOTAL... 5,225 5,225.00
80936 MORTON INTERNATIONAL SPECIALTY CHEMICALS GROU OH ORRVILLE $185 $185.00
CUST. TOTAL... 185 185.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 26
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
09812 MR FRANK 4747 LINCOLN MALL DR IL MATTESON $516 $562 $231 $253 $1,562.00
CUST. TOTAL... 516 562 231 253 1,562.00
54670 NALCO CHEMICAL COMPANY 7356 GA HWY 54 GA JONESBORO $17,876 $17,876.00
21654 NALCO CHEMICAL COMPANY 1927 NOLTE DRIVE NJ PAULSBORO $7,931 $1,743 $9,675.43
54710 NALCO CHEMICAL COMPANY 7701 HIGHWAY 90-A TX SUGARLAND $4,105 $1,080 $5,185.00
CUST. TOTAL... 29,912 1,080 1,743 32,736.43
24270 NAPPI TRUCKING CORP P O BOX 510 NJ MATAWAN $307 $307 $614.80
CUST. TOTAL... 307 307 614.80
55880 NATIONAL STARCH & CHEM C P O BOX 197 IL MEREDOSIA $128 $128.70
00733 NATIONAL STARCH & CHEM C P O BOX 6500 NJ BRIDGEWATER $1,063 $1,063.04
CUST. TOTAL... 1,191 1,191.74
70043 NEW DIXIE TRANSPORTATION P O BOX 112 VA PROVIDENCE FOR $37- $37.10-
CUST. TOTAL... 37- 37.10-
25616 NEW ENGLAND TRUCK SALES 114 SCHOOL GROUND ROAD CT BRANFORD $4,535 $4,535.40
CUST. TOTAL... 4,535 4,535.40
05560 NEW HAVEN TANK TERMINAL 30 WATERFRONT ST CT NEW HAVEN $155 $155.00
CUST. TOTAL... 155 155.00
75998 NILES CHEMICAL P O BOX 930 IN MISHAWAKA $620 $620.00
CUST. TOTAL... 620 620.00
75771 NIPPON EXPRESS 15402 E VANTAGE PKWY TX HOUSTON $350 $350.55
CUST. TOTAL... 350 350.55
84804 NORTH CANTON TRANSFER 2515 GREENSBURG RD OH N CANTON $20 $20.00
CUST. TOTAL... 20 20.00
57668 NORTRU INC 421 LYCASTE STREET MI DETROIT $967 $967.22
CUST. TOTAL... 967 967.22
60842 NOVA CHEM 7924 WRENWOOD BLVD LA BATON ROUGE $1,498 $635 $2,133.00
CUST. TOTAL... 1,498 635 2,133.00
61002 NOVACOR CHEMICALS INC C/O MERIDIAN TRAFFIC SVC MA BRAINTREE $140 $140.00
CUST. TOTAL... 140 140.00
07615 NUBULK P O BOX 56604 CA HAYWARD $1,860 $1,860.00
53963 NUBULK LAFAYETTE NJ CARTERET $602 $602.60
CUST. TOTAL... 2,462 2,462.60
74917 NUBULK SERVICES INC P O BOX 340 WV FOLLANSBEE $2,392 $2,392.69
CUST. TOTAL... 2,392 2,392.69
OVER-365-DAYS... 142,572 *** F TO N *** 271,905 97,697 31,422 223,288 624,314.73
65354 OAKLEY TRANSPORT 101 ABC CUTOFF RD FL LAKE WALES $2,820 $426 $3,246.07
CUST. TOTAL... 2,820 426 3,246.07
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 27
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
82233 OBRIEN TRANSPORT INC 53 RIVER RD LA AMA $1,217 $1,217.07
CUST. TOTAL........ 1,217 1,217.07
38575 OCCIDENTAL CHEMICAL CORP 673 WALK ROAD NY N TONAWANDA $4,467 $192 $491 $5,150.00
24720 OCCIDENTAL CHEMICAL CORP PO BOX 344 NY NIAGARA FALLS $157 $212 $369.00
26303 OCCIDENTAL CHEMICAL CORP PO BOX 344 NY NIAGARA FALLS $1,011 $157 $354 $1,522.00
78706 OCCIDENTAL CHEMICAL CORP 5000 PACKARD RD NY NIAGARA FALLS $207 $207.36
82296 OCCIDENTAL CHEMICAL CORP 53RD & BUFFALO/BLDG E-3 NY NIAGARA FALLS $980 $980.00
89996 OCCIDENTAL CHEMICAL CORP DUREZ DIVISION NY NIAGARA FALLS $147 $147.96
07934 OCCIDENTAL CHEMICAL CORP PO BOX 809050 TX DALLAS $272 $192 $464.50
79815 OCCIDENTAL CHEMICAL CORP ALATHON POLYMERS DIVISIO TX WADSWORTH $160 $160.00
CUST. TOTAL........ 6,105 698 2,197 9,000.82
07687 ODYSSEY 18405 SOUTH MAIN CA GARDENA $220 220.00
73725 ODYSSEY 18405 SOUTH MAIN CA GARDENA $4,455 $4,455.00
CUST. TOTAL........ 4,675 4,675.00
26443 OHIO POLYCHEMICAL PO BOX 369004 OH COLUMBUS $1,314 $260 $ 25- $1,549.00
CUST. TOTAL........ 1,314 260 25- 1,549.00
82831 OLIN CORPORATION 120 LONG RIDGE RD CT STAMFORD $4,700 $690 $5,390.00
CUST. TOTAL 4,700 690 5,390.00
39570 OLIN HUNT SPECIALTY PROD IL ROLLING MEADOW $ 140- $140.00-
CUST. TOTAL........ 140- 140.00-
05440 OMNI BULK SYSTEMS PO BOX 762 NJ HACKETTSTOWN $59- $59.40-
CUST. TOTAL........ 59- 59.40-
61344 OPIES MILK HAULERS PO BOX 89 MO ELDON $749 $749.12
CUST. TOTAL........ 749 749.12
76295 ORIOLE CHEMICAL CARRIERS PO BOX 303 NJ KEASBEY $71- $ 71.02-
CUST. TOTAL........ $71- 71.02-
55437 OVID TRUCKING 125 E OAK STREET MI OVID $165 $165.00
CUST. TOTAL........ 165 165.00
64997 OWINGS TRANSPORT PO BOX 477 DE TOWNSEND $1,079 $1,079.62
CUST. TOTAL........ 1,079 1,079.62
67080 OZINGA PROS INC 12843 S PULASKI ROAD IL ALSIP $192- $192.50-
CUST. TOTAL........ 192- 192.50-
87607 P & R TANK LINES OF BALT 612 W PATAPSCO AVE MD BALTIMORE $185 $185.76
CUST. TOTAL........ 185 185.76
60640 P B & S CHEMICAL COMPANY PO BOX 20 KY HENDERSON $352 $352.45
05985 P B & S CHEMICAL COMPANY WV PROCTOR $291 $291.50
CUST. TOTAL........ 643 643.95
33970 P D GEORGE COMPANY PO BOX 66756 MO SAINT LOUIS $421 $421.20
CUST. TOTAL........ 421 421.20
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 28
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
18500 P P G INDUSTRIES INC 4829 FAIRLAND ROAD OH BARBERTON $91- $91.75-
CUST. TOTAL........ 91- 91.75-
05434 PASCO PRODUCTS PO BOX 2606 TN CLEVELAND $347 $347.79
CUST. TOTAL........ 347 347.79
90164 PEDRONI FUEL COMPANY WHEAT ROAD NJ VINELAND $418 $418.70
CUST. TOTAL........ 418 418.70
76845 PENCCO PO BOX 2567 TX CORPUS CHRISTI $405 $105- $300.00
CUST. TOTAL........ 405 105- 300.00
82640 PENN TANK LINES 653 SWEDESFORD ROAD PA MALVERN $283 $50 $333.55
90071 PENN TANK LINES PO BOX 7780-5049 PA PHILADELPHIA $153 $153.70
CUST. TOTAL........ 437 50 487.25
00536 PENTRON PO BOX 1809 SC SPARTANBURG $170 $170.00
03947 PENTRON 5200 NAVIGATION TX HOUSTON $412 $962 $1,374.00
CUST. TOTAL........ 170 412 962 1,544.00
51090 PENTRON INC 200 KING ROAD PA WEST CHESTER $879 $519 $420 $1,819.33
CUST. TOTAL........ 879 519 420 1,819.33
77387 PERFORMANCE POLIMERS CO PA TAYLOR $130 $130.00
CUST. TOTAL......... 130 130.00
89663 PERIDOT CHEMICAL CO PO BOX 5 SC CATAWBA $45 $45.00
CUST. TOTAL......... 45 45.00
60035 PETRO CHEMICAL PROCESS 515 LYCAST STREET MI DETROIT $177 $177.55
CUST. TOTAL........ 177 177.55
62388 PETRO-LUBE INC 10566 PLAZA DRIVE MI WHITMORE LAKE $184 $184.00
CUST. TOTAL........ 184 184.00
67218 PETROLITE CORPORATION 16010 BAKERSPOINT LANE TX HOUSTON $105 $105.00
CUST. TOTAL........ 105 105.00
51263 PIERCETON TRUCKING POX 233 IN LAKETON $100 $100.00
CUST. TOTAL........ 100 100.00
64380 PIONEER PLASTICS CORP PIONEER ROAD ME AUBURN $166 $204 $370.44
CUST. TOTAL........ 166 204 370.44
76226 POLSINELLO FUEL INC 49 RIVERSIDE AVE NY RENNSELAER $144 $144.72
CUST. TOTAL........ 144 144.72
72073 POPE TRANSPORT DRAWER 649 NC MOUNT OLIVE $120 $120.00
CUST. TOTAL........ 120 120.00
57051 PROVOST BULK TRANSPORT I 155 SMITH STREET NJ KEASBEY $190 $190.00
50772 PROVOST BULK TRANSPORTAT PO BOX 405 NJ KEASBEY $2,012 $612 $356 $2,981.62
CUST. TOTAL........ 2,202 612 356 3,171.62
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 29
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
83705 PROVOST CARTAGE 1030 SALK ROAD ON PICKERING $1,238 $1,238.76
64301 PROVOST CARTAGE 893 CAMPBELL STREET ON SARNIA $123 $488 $611.00
63181 PROVOST CARTAGE 7887 GRENACHE PO MONTREAL $794 $520 $321- $992.70
CUST. TOTAL........ 2,155 488 520 321- 2,842.46
78431 PUERTO RICAN MARINE MNGM PO BOX 40044 FL JACKSONVILLE $30 $60 $90.00
02926 PUERTO RICAN MARINE MNGM PO BOX 10667 SC CHARLESTON $40 $40.00
CUST. TOTAL......... 30 60 40 130
01252 PUMP & TANK SHOP PO BOX 18156 NC GREENSBORO $475 $95- $380.00
CUST. TOTAL......... 475 95- 380.00
54965 PVS CHEMICALS INC 12260 S CARONDOLET AVE IL CHICAGO $115 $115.00
CUST. TOTAL........ 115 115.00
81876 QUALITY CARRIERS 3108 CENTRAL DRIVE FL PLANT CITY $220 $220.00
56179 QUALITY CARRIERS 53 RIVER ROAD LA AMA $169 $169.40
69613 QUALITY CARRIERS PO BOX 1371 MA BELCHERTOWN $253 $253.87
53780 QUALITY CARRIERS 159 WEST ERIE AVE PA PHILADELPHIA $2,877 $2,877.83
04287 QUALITY CARRIERS 2401 PEARL STREET TX HOUSTON $945 $945.00
25117 QUALITY CARRIERS PO BOX 186 WI PLEASANT PRAIR $1,511 $1,511.99
69044 QUALITY CARRIERS PO BOX 627 WV INWOOD $208 $208.82
CUST. TOTAL........ 6,186 6,186.91
82916 QUALITY TRANSPORT PO BOX 427 SC LAKE CITY $198- $198.00-
CUST. TOTAL........ 198- 198.00-
84600 QUANTUM CHEMICAL CORP 300 DOREMUS AVE NJ NEWARK $240 $240.00
84610 QUANTUM CHEMICAL CORP PO BOX 429596 OH CINCINNATI $240 $240.00
CUST. TOTAL........ 480 480.00
81002 QUEENSWAY TANK LINES 151 REVERCHON PQ POINTE CLAIRE $238 $226 $464.77
CUST. TOTAL........ 238 226 464.77
55737 R J GUERRERA 51 ELM STREET CT NAUGATUCK $2,018 $2,018.00
CUST. TOTAL........ 2,018 2,018.00
80180 R WAYNE BOST TRUCKING IN PO BOX 5990 GA AUGUSTA $3,227 $217 $50 $3,494.90
52918 R WAYNE BOST TRUCKING IN 220 WEST RITCHIE ROAD NC SALISBURY $4,127 $1,167 $5,295.34
CUST. TOTAL........ 7,355 1,384 50 8,790.24
69317 RAY MOLDER CARRIER 3801 23RD STREET OH CANTON $1,385 $1,385.57
CUST. TOTAL........ 1,385 1,385.57
50944 REFINERS TRANSPORT 300 CORNELL DRIVE UNIT A DE WILMINGTON $4,475 $4,475.42
60038 REFINERS TRANSPORT PO BOX 4001 NJ MATAWAN $2,054 $2,054.94
80937 REFINERS TRANSPORT PO BOX 2041 OH HEATH $933 $933.91
64433 REFINERS TRANSPORT PO BOX 86-A PR #4 OH MARIETTA $1,710 $1,710.32
02762 REFINERS TRANSPORT 2706 LEFFERSON ROAD OH MIDDLETOWN $224 $224.20
09827 REFINERS TRANSPORT 2215 NAVARRE AVE OH OREGON $90 $90.00
00658 REFINERS TRANSPORT PO BOX 627 PA E BUTLER $1,796 $1,796.47
57532 REFINERS TRANSPORT BOX 273 PA OIL CITY $405 $405.18
CUST. TOTAL........ 11,690 11,690.44
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 30
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
68450 REICHOLD CHEMICAL COMPAN 5203 HENDERSON ROAD AL TUSCALOOSA $917 $917.50
58675 REICHOLD CHEMICAL COMPAN 101 BLANCHARD STREET PQ STE THERESE $350 $350.96
CUST. TOTAL........... 1,268 1,168.46
4451 RENOSOL CORPORATION 505 HOOVER STREET MI FARWELL $660 $660.00
CUST. TOTAL........... 660 660.00
54787 RESEARCH SOLV & CHEM INC PO DRAWER 20200 AL BIRMINGHAM $285 $366- $81.48-
CUST. TOTAL........... 285 366- 81.48-
80468 RESOURCE TRANSPORT RR 1 BOX 173 PA ROCHESTER MILL $324 $324.62
CUST. TOTAL........... 324 324.62
70889 RESOURCES TRANSPORTATION PO BOX 1914 TX DEER PARK $4,190 $190 $4,380.00
CUST. TOTAL........... 4,190 190 4,380.00
67701 RETECH CORPORATION PO BOX 388 LA SAINT GABRIEL $265 $265.00
CUST. TOTAL........... 265 265.00
9571 REYNOLDS METALS COMPANY 10 GATES ST SC GREENVILLE $70 $70.00
CUST. TOTAL........... 70 70.00
88747 REYNOLDS NATIONWIDE, INC PO BOX 588 OH LONDON, MA $345 $345.00
CUST. TOTAL........... 345 345.00
57972 RHONE POULENC CHEMICAL PO BOX 17600 MO SAINT LOUIS $113 $113.00
89938 RHONE POULENC CHEMICAL PROSPET PLAINS ROAD NJ CRANBURY $152 $152.00
70033 RHONE POULENC CHEMICAL 5900 NORTH HARRISON ST NJ PRICETON $0.00
69170 RHONE POULENC CHEMICAL 6213 HIGHWAY 332-E TX FREEPORT $9,225 $9,225.00
83868 RHONE POULENC CHEMICAL INTERNATIONAL BILLING TX FREEPORT $2,250 $225 $2,475.00
CUST. TOTAL........... 9,377 2,250 338 11,965.00
01000 RHONE POULENC SURFACTANT 3440 FAIRFIELD ROAD MD BALTIMORE $39 $39.46
CUST. TOTAL........... 39 39.46
90230 ROCHESTER CARTAGE MN ROCHESTER $60 $60.00
CUST. TOTAL........... 60 60.00
56725 RODGERS CARTAGE 59TH ST & ARCHER AVENUE IL SUMMIT $175 $175.00
77736 RODGERS CARTAGE 1302 FIFTH AVENUE IN ROBY $235 $235.00
CUST. TOTAL........... 175 235 410.00
09829 ROEDER CARTAGE CO INC 1979 N DIXIE OH LIMA $260 $260.00
CUST. TOTAL........... 260 260.00
73023 ROGERS CARTAGE RT 3 BOX 3118 GA AUBURN $159 $159.75
81631 ROGERS CARTAGE CEDAR CREEK RD GA WINDER $500 $500.00
71271 ROGERS CARTAGE 4428 MIDLOTHIAN TRNPK IL CRESTWOOD $1,294 $1,062 $91- $2,265.04
02763 ROGERS CARTAGE 3245 E EAMES ST IL JOLIET $465 $465.00
76684 ROGERS CARTAGE 1655 RICH ROAD IN RICHMOND $196 $196.10
85351 ROGERS CARTAGE 27007 FORT ST MI GIBRALTAR $190 $190.00
01833 ROGERS CARTAGE 210 WEST ALEXIS ROAD OH TOLEDO $195 $195.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 31
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
55276 ROGERS CARTAGE 30-D BARCELONA DRIVE SC GREENVILLE $1,031 $955 $200 $2,186.00
CUST. TOTAL........... 3,290 2,403 463 6,156.89
80960 ROHM & HAAS COMPANY ATTN TRAN DEPT BLDG 60 PA PHILADELPHIA $226 $226.00
CUST. TOTAL........... 226 226.00
70170 ROLLINS ENVIRONMENTAL SE RT 322 & I-295 NJ BRIDGEPORT $287 $2,491 $2,778.82
CUST. TOTAL........... 287 2,491 2,778.82
26251 ROSS TRANSPORTATION 394 GILES ROAD OH GRAFTON $304 $304.75
CUST. TOTAL........... 304 304.75
77914 ROY BROTHERS INC 764 BOSTON ROAD MA BILLERICA $697 $697.84
CUST. TOTAL........... 697 697.84
09832 RUAN TRANSPORT BOX 855 IA DES MOINES $115 $115.00
60720 RUAN TRANSPORT 2721 INDUSTRIAL STREET WI WISCONSIN RAPI $1,555 $1,555.00
CUST. TOTAL........... 1,555 115 1,670.00
60028 RYDER BULK TRANS SERV 4025 COMMERCE AVENUE AL FAIRFIELD $360 $360.00
CUST. TOTAL........... 360 360.00
69661 RYDER TRUCK RENTAL PO BOX 1281 LA HAHNVILLE $171 $171.00
CUST. TOTAL........... 171 171.00
09740 S & J TRANSPORTATION CO US ROUTE 40 NJ WOODSTOWN $2,029 $285 $2,314.82
CUST. TOTAL........... 2,029 285 2,314.82
89333 S D MYERS 180 SOUTH AVE OH TALLMADGE $255 $255.00
CUST. TOTAL........... 255 255.00
51892 S D WARREN COMPANY R F D #3 ME SKOWHEGAN $372 $372.36
CUST. TOTAL........... 372 372.36
75092 S.E.T. ENVIRMENTAL 450 SUMAC IL WEELING $184 $150 $115 $449.00
CUST. TOTAL........... 184 150 115 449.00
76820 SAFETY KLEEN CORPORATION 11 TIPPING DRIVE CT BRANFORD $124 $124.00
02052 SAFETY KLEEN CORPORATION 777 BIG TIMBER ROAD IL ELGIN $113 $212 $325.00
CUST. TOTAL........... 237 212 449.00
90084 SANDERS OIL COMPANY PO BOX 70 MS LOUISVILLE $160 $160.00
CUST. TOTAL........... 160 160.00
17165 SANDOZ CHEMICALS CORP 4000 MONROE ROAD NC CHARLOTTE $95 $95.00
CUST. TOTAL........... 95 95.00
71900 SCHENECTADY INTERNATIONA CONGRESS ST & 10TH AVE NY SCHENECTADY $2,286 $260 $2,547.71
CUST. TOTAL........... 2,286 260 2,547.71
25415 SCHNEIDER NATIONAL PO BOX 2500 WI GREEN BAY $14,709 $1,626 $55- $16,280.40
57504 SCHNEIDER NATIONAL PO BOX 2700 WI GREEN BAY $2,507 $215 $2,722.74
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 32
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
73387 SCHNEIDER NATIONAL PO BOX 2500 WI GREEN BAY $6,130 $1,012 $31 $195 $7,369.62
CUST. TOTAL........... 23,347 2,638 31 355 26,372.76
88358 SCHNEIDER TANKLINES INC 410 W 19TH STREET LA RESERVE $605 $161 $766.00
CUST. TOTAL........... 605 161 766.00
80710 SCHWERMAN TRUCKING 400 FREEMAN AVE VA CHESAPEAKE $329 $329.40
CUST. TOTAL........... 329 329.40
22115 SCHWERMAN TRUCKING CO PO BOX 5556 GA AUGUSTA $635 $400 $1,035.00
82058 SCHWERMAN TRUCKING CO 205 LISSNER AVE GA SAVANNAH $2,311 $180 $115 $2,376.92
06193 SCHWERMAN TRUCKING CO PO BOX 1601 WI MILWAUKEE $512 $180 $199- $493.38
26334 SCHWERMAN TRUCKING CO 611 S 28TH STREET WI MILWAUKEE $100- $100.05-
CUST. TOTAL........... 3,459 760 414- 3,805.25
54734 SCIENTIC BRAKE PO BOX 840 MI SAGINAW $380 $380.00
CUST. TOTAL........... 380 380.00
72460 SEALAND SERVICE INC PO BOX 6020 NJ ELIZABETH $129 $129.00
CUST. TOTAL........... 129 129.00
73150 SENTRY PAINT TECHNOLOGIE 237 MILLSTREET PA DARBY $901 $292 $1,193.60
CUST. TOTAL........... 901 292 1,193.60
00455 SEVEN UP BOTTLING COMPAN 135 BAYLIS ROAD NY MELVILLE $143- $143.00-
CUST. TOTAL........... 143- 143.00-
58860 SEYLLER TRANSPORTATION I 1301 INDUSTRIAL DRIVE IL ALGONQUIN $18,811 $10,776 $29,587.50
CUST. TOTAL........... 18,811 10,776 29,587.50
72452 SHELL OIL COMPANY PO BOX 2463 TX HOUSTON $432 $432.00
CUST. TOTAL........... 432 432.00
75632 SHENKERS INTL PO BOX 609 LA KENNER $21 $21.20
CUST. TOTAL........... 21 21.20
50706 SICO PA WILLOW STREET $70- $70.00-
CUST. TOTAL........... 70- 70.00-
07255 SICOMAC CARRIERS 273 NEW ROAD NJ PARSIPPANY $145 $145.00
CUST. TOTAL........... 145 145.00
69751 SLAY TRANSPORTATION RT 3 & MONSANTO DR IL SAUGET $214 $214.00
28417 SLAY TRANSPORTATION 1441 HAMPTON AVE MO SAINT LOUIS $524 $95 $389 $1,008.48
72107 SLAY TRANSPORTATION 145 EAST HAZELWOOD AVE NJ RAHWAY $114 $114.49
88251 SLAY TRANSPORTATION 30 EAST BARCELONA DRIVE SC GREENVILLE $625 $659 $1,284.00
CUST. TOTAL........... 1,363 754 503 2,620.97
88715 SONOCO IBC 100 ALEX STREET GA LAVONIA $2,144 $2,144.00
CUST. TOTAL........... 2,144 2,144.00
76660 SOUTHCHEM INCORPORATED PO BOX 1491 NC DURHAM $2,351 $165 $60 $90 $2,666.12
CUST. TOTAL........... 2,351 165 60 90 2,666.12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 33
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
22924 SOUTHEASTERN ADHESIVES C 815-D VIRGINIA ST SW NC LENDIR $200 $200.00
CUST. TOTAL........... 200 200.00
85064 SOUTHERN BULK HAULERS PO BOX 278 SC HARLEYVILLE $135- $135.00-
CUST. TOTAL........... 135- 135.00-
12689 SOUTHERN COATINGS & CHEW PO BOX 160 SC SUMTER $220 $220.00
CUST. TOTAL........... 220 220.00
64072 SOUTHERN LUBRICANTS PO BOX 50308 SC COLUMBIA $136 $136.00
CUST. TOTAL........... 136 136.00
52773 SPECIALIZED TANK SERVICE PO BOX 1727 TX LA PORTE $1,280 $1,160 $357 $160 $2,957.50
CUST. TOTAL........... 1,280 1,160 357 160 2,957.50
71337 SPRINTER SERVICES INC 3000 BROADWAY MI GRANDVILLE $769 $490 $1,259.00
CUST. TOTAL........... 769 490 1,259.00
90032 ST LOUIS COUNTY PARK & R 41 SOUTH CENTRAL AVE MO CLINTON $288 $288.00
CUST. TOTAL........... 288 288.00
05701 STAR CHEMICAL COMPANY 4360 SAN CARLOS DRIVE GA MACON $160 $160.00
CUST. TOTAL........... 160 160.00
89998 STEER TANK LINES INC PO BOX 1819 TX AMARILLO $259 $259.70
CUST. TOTAL........... 259 259.70
71534 STEPHENS ENTERPRIZE 796 BAY BRIDGE RD AL PRICHARD $15- $15.00-
CUST. TOTAL........... 15- 15.00-
83616 STOLT NEILSON INC INTERNATIONAL BILLING NJ SOMERSET $200- $200.00-
57565 STOLT NEILSON INC INTERNATIONAL BILLING TX HOUSTON $365 $2,210 $2,575.00
CUST. TOTAL........... 365 2,010 2,375.00
67555 STOLT-NEILSON 285 DAVIDSON AVENUE NJ SOMERSET $12,051 $7,869 $11 $1,434 $21,366.50
59568 STOLT-NEILSON TX HOUSTON $175- $175.00-
89450 STOLT-NEILSON PO BOX 96438 TX HOUSTON $29,930 $29,930 $21,860 $81,540.00
CUST. TOTAL........... 41,801 37,799 21,871 1,259 102,731.50
51110 SUNDOWN EQUIPMENT 706 MONTEBEK ON MISSISSAUGA $185- $185.00-
CUST. TOTAL........... 185- 185.00-
78634 SUNDOWN TANK LINES LTD PO BOX 147 ON MISSISSAUGA $414 $414.72
CUST. TOTAL........... 414 414.72
81364 SUPERIOR CARRIER 113 ETHAN ALLEN PKWY VT BENNINGTON $1,537 $1,231 $1,444 $2,913.84
CUST. TOTAL........... 1,537 1,231 144 2,913.84
85581 SUPERIOR CARRIERS 3938 GOSHEN INDUSTRIAL GA AUGUSTA $3,249 $3,128 $904 $160- $7,122.00
80326 SUPERIOR CARRIERS 2105 W 162ND STREET IL MARKHAM $752 $195 $339 $1,286.98
28524 SUPERIOR CARRIERS PO BOX 1200 ME PORTLAND $747 $1,809 $525 $225 $3,308.09
60397 SUPERIOR CARRIERS 6028 OLD MT HOLLY RD NC CHARLOTTE $468 $321 $120 $910.48
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 34
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
85582 SUPERIOR CARRIERS 1071 BOULDER RD NC GREENSBORO $967 $1,058 $2,025.00
03029 SUPERIOR CARRIERS BERKSHIRE VALLEY ROAD NJ KENVIL $1,274 $1,908 $869 $845 $4,898.74
58699 SUPERIOR CARRIERS 4963 PROVIDENT DRIVE OH CINCINNATI $1,900 $1,694 $170 $7 $3,771.91
81427 SUPERIOR CARRIERS PO BOX 448 TN CHARLESTON $985 $1,341 $112 $2,440.28
70334 SUPERIOR CARRIERS 101 REGIONAL DR TN KINGSPORT $1,184 $1,224 $141 $12- $2,537.65
60029 SUPERIOR CARRIERS PO BOX 580 VA MARION $19,640 $23,286 $2,046 $601 $45,574.86
CUST. TOTAL........... 31,169 35,967 4,996 1,741 73,875.99
76241 SUPERIOR TANK TRAILER 1423 S WESTERN PARKWAY KY LOUISVILLE $130 $130.00
CUST. TOTAL........... 130 130.00
80250 SURPASS CHEMICAL CO. INC 1254 GROADWAY NY ALBANY $445 $445.20
CUST. TOTAL........... 445 445.20
88441 SUTTLE TRANSPORTATION PO BOX 428 MI GRAYLING $204 $204.12
CUST. TOTAL........... 204 204.12
57534 SUTTLES TRUCK LEASING PO BOX 129 AL DEMOPOLIS $10,101 $3,314 $13,415.73
58079 SUTTLES TRUCK LEASING IN 6725 WEST PIKE OH ZANESVILLE $475 $475.00
88724 SUTTLES TRUCK LEASING, I PO BOX 6686 GA ATLANTA $2,137 $669 $2,806.00
CUST. TOTAL........... 12,713 669 3,314 16,696.73
65023 SUTTONS INTL (N A) INC 25 S MAIN ST/SUITE 10 NJ EDISON $3,254 $1,984 $5,238.00
CUST. TOTAL........... 3,254 1,984 5,238.00
86775 SYNTECH 14822 HOPPER ROAD TX HOUSTON $945 $945.00
CUST. TOTAL........... 945 945.00
19853 T & T CHEMICAL COMPANY 101 NORTH PARK AVE AR EL DORADO $1,041 $1,041.71
CUST. TOTAL........... 1,041 1,041.71
56884 T D S I 36TH & MOORE STREETS PA PHILADELPHIA $307 $307.09
CUST. TOTAL........... 307 307.09
72544 TANK CLEANING SERVICES 1420 CLUMBUS AVE VA PORTSMOUTH $903 $903.80
CUST. TOTAL........... 903 903.80
00242 TANK TRUCK TRANSPORT 15 BRYDON DRIVE ON REXDALE $240 $240.00
82653 TANK TRUCK TRANSPORT 610 DIXON ROAD REXDALE ON REXDALE $223 $223.56
CUST. TOTAL........... 463 463.56
73007 TANKER TRANSPORT NORTH 16TH AVE WA YAKIMA $15- $15.00-
CUST. TOTAL........... 15- 15.00-
67265 TECHNICAL PRODUCTS 3900 TUCKER AVENUE KY LOUISVILLE $166 $166.66
CUST. TOTAL........... 166 166.66
79753 TENNESSEE VALLEY PERFORM 2115 MANUFACTURERS RD TN DAYTON $264- $264.80-
CUST. TOTAL........... 264- 264.80-
78847 TEXACO INT TRADERS INC 2723 YALE STREET TX HOUSTON $230 $163 $219 $77- $535.75
CUST. TOTAL........... 230 163 219 77- 535.75
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 35
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
56940 TEXACO REF & MARKETING PO BOX 4785 TX HOUSTON $170 $170.00
79351 TEXACO REF & MARKETING PO BOX 4785 TX HOUSTON $310 $310.50
CUST. TOTAL........... 480 480.50
08256 THE GEO A RHEMAN CO INC 1069 LINCOLN AVE SC N CHARLESTON $3,997 $11 $4,008.75
CUST. TOTAL........... 3,997 11 4,008.75
63699 TIDEWATER TRANSIT PO BOX 189 NC KINSTON $125- $125.00-
55277 TIDEWATER TRANSIT PO BOX 2133 NC WILMINGTON $212 $225- $13.00-
77066 TIDEWATER TRANSIT 1045 TIDEWATER COURT TN KINGSPORT $145 $145.00
CUST. TOTAL........... 357 350- 7.00
87252 TIDEWATER TRANSPORT P.O BOX 870 SC COWPENS $1,630 $1,630.00
CUST. TOTAL........... 1,630 1,630.00
58084 TIONA PO BOX 90 MD BUTLER $361 $24- $336.80
CUST. TOTAL........... 361 24- 336.80
79551 TIPHOOK plc 1225 NORTH LOOP WEST TX HOUSTON $60 $60.00
CUST. TOTAL........... 60 60.00
85333 TITANK AGENCIES USA INC 4606 FM 1960 WEST TX HOUSTON $5,109 $2,077 $880 $3,147 $11,214.00
CUST. TOTAL........... 5,109 2,077 880 3,147 11,214.00
90245 TOBACCO CONTRACTOR 800 ASPHALT ROAD NC KINSTON $90 $90.00
CUST. TOTAL........... 90 90.00
86890 TOTAL DISTRIBUTION SERVI 106 EATONS NECK ROAD NY NORTHPORT $212 $212.00
CUST. TOTAL........... 212 212.00
71034 TOWNLEY PRODUCTS INC 2294 TRIPALDI WAY CA HAYWARD $74- $74.20-
CUST. TOTAL........... 74- 74.20-
10686 TR-METRO CHEMICALS INC PO BOX 376 NJ RIDGEFIELD $101 $101.65
CUST. TOTAL........... 101 101.65
89336 TRANS ATLANTIC 48647 STREET-RT 285 OH CALDWELL $1,273 $1,273.06
CUST. TOTAL........... 1,273 1,273.06
73064 TRANS OCEAN TANK SERVICE 397-405 ARCHWAY RD EN LONDON $434 $141 $575.50
CUST. TOTAL........... 434 141 575.50
72328 TRANSPORT CO OF TEXAS 5503 AGNES STREET TX CORPUS CHRISTI $91 $91.60-
CUST. TOTAL........... 91 91.60-
68201 TRANSPORT INC PO BOX 400 MN MOORHEAD $3,376 $1,090 4,466.50
CUST. TOTAL........... 3,376 1,090 4,466.50
80533 TRANSPORT SERVICE RT 3/SUITE A GA WINDER $297 $132 $429.52
88153 TRANSPORT SERVICE 751 TERY DRIVE IL JOLIET $169 $430 $196 $795.81
CUST. TOTAL........... 169 727 328 1,225.33
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 36
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
28525 TRANSPORT SERVICE CO 5140 WEST 41ST STREET IL CHICAGO $2,226 $2,226.57
02820 TRANSPORT SERVICE CO 908 ELM STREET STE 101 IL HINSDALE $6,057 $6,859 $840 $2,396 $16,153.41
88051 TRANSPORT SERVICE CO 9312 SOUTH RIVER ROAD LA PLAQUEMINE $190 $190.50
58704 TRANSPORT SERVICE CO SALZBURG ROAD MI MIDLAND $137 $137.48
CUST. TOTAL........... 6,057 6,859 840 4,951 18,707.96
72212 TRANSPORT SERVICES 1949 VICTORIA STREET TX FREEPORT $172 $172.00
CUST. TOTAL........... 172 172.00
76769 TRANSPORT SERVICES CO PO BOX 511 TN LOUDON $202 $202.30
CUST. TOTAL........... 202 202.30
26636 TRI ALLWASTE 50-C CAVEN POINT AVENUE NJ JERSEY CITY $163 $163.38
CUST. TOTAL........... 163 163.38
70353 TRI COUNTY 3432 GEMBRIT CIRCLE MI KALAMAZOO $95 $95.00
CUST. TOTAL........... 95 95.00
88465 TRI TANK CO 115 FARRELL RD NY SYRACUSE $203 $203.30
CUST. TOTAL........... 203 203.30
86842 TRIMAC 3453 ENTERPRISE AVE CA HAYWARD $4,660 $900 $5,560.00
83939 TRIMAC 3710 CAVE RUN ROAD KY LOUISVILLE $135 $346 $909 $1,390.49
83812 TRIMAC CROWN POINT ROAD NJ PAULSBORO $426 $426.00
62273 TRIMAC PINEVILLE ROAD TN CHATTANOOGA $613 $200 $813.63
CUST. TOTAL........... 5,834 900 346 1,109 8,190.12
89941 TRIMAC #52 4025 COMMERCE AVENUE AL FAIRFIELD $155 $155.00
CUST. TOTAL........... 155 155.00
28419 TRIMAC BULK TRANS INC KY LOUISVILLE $105 $105.15
81237 TRIMAC BULK TRANS INC 1415 PENN CITY RD TX HOUSTON $746 $2,818 $3,564.56
CUST. TOTAL........... 746 2,923 3,669.71
79552 TRIMAC BULK TRANSPORTATI RT 2 BOX 217 SC ORANGEBURG $250 250.56
CUST. TOTAL........... 250 250.56
50846 TRIMAC TRANSPORT SYSTEMS PO BOX 3500 AB CALGARY $455 $205 $907 $1,567.03
51156 TRIMAC TRANSPORT SYSTEMS RT 1 BOX 72A AL DECATUR $201 $201.96
80314 TRIMAC TRANSPORT SYSTEMS PO BOX 2605 AL MOBILE $201 $200 $293 $362 $1,057.73
82101 TRIMAC TRANSPORT SYSTEMS 3453 ENTERPRISE AVENUE CA HAYWARD $1,410 $1,410.00
82010 TRIMAC TRANSPORT SYSTEMS 719 E 120TH STREET IL CHICAGO $129 $129.00
58329 TRIMAC TRANSPORT SYSTEMS PO BOX 1649 KY ASHLAND $261 $261.94
07254 TRIMAC TRANSPORT SYSTEMS 5385 HOOPER ROAD LA BATON ROUGE $296 $579 $875.59
82005 TRIMAC TRANSPORT SYSTEMS PO BOX 1020 LA HAHNVILLE $974 $435 $1,401.19
57846 TRIMAC TRANSPORT SYSTEMS PO BOX 2410 MI MIDLAND $370 $370.00
72505 TRIMAC TRANSPORT SYSTEMS 1622 PARKER DR NC CHARLOTTE $916 $120 $1,036.84
59022 TRIMAC TRANSPORT SYSTEMS 5000 MONTROSE ROAD ON NIAGARA FALLS $1,033 $1,033.56
01123 TRIMAC TRANSPORT SYSTEMS 2330 WYECROFT RD ON OAKVILLE $130 $130.00
09261 TRIMAC TRANSPORT SYSTEMS 1453 CONFEDERATION ST ON SARNIA $340 $1,392 $1,732.00
67422 TRIMAC TRANSPORT SYSTEMS PO BOX 488 ON SARNIA $148 $621 $769.40
52747 TRIMAC TRANSPORT SYSTEMS 121 DELTA TX PASADENA $687 $687.06
CUST. TOTAL........... 4,395 865 423 6,987 12,672.30
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 37
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
78843 TRIMAC TRANSPORTATION RT 1 PO BOX 365 KY BRANDENBURG $180 $180.00
CUST. TOTAL........... 180 180.00
89817 TRUCK TRANSPORT IA MADISON $102 $102.36
CUST. TOTAL........... 102 102.36
74613 TRUCK TRANSPORT INC 901 N 61ST STREET IL EDGEMONT $986 $986.50
07943 TRUCK TRANSPORT INC PO BOX 370 LA LA PLACE $716 $716.84
04198 TRUCK TRANSPORT INC 2275 CASSENS DRIVE MO FENTON $517 $517.05
53062 TRUCK TRANSPORT INC 10825 WATSON ROAD MO SAINT LOUIS $232 $232.86
80851 TRUCK TRANSPORT INC 7717 ALABAMA ST MO SAINT LOUIS $5,704 $3,776 $3,566 $13,047.85
78250 TRUCK TRANSPORT INC PO BOX 1426 TX LA PORTE 135 135.00
CUST. TOTAL........... 5,704 3,776 6,155 15,636.10
83620 US ARMY FINANCE & ACCTG OFF NJ FORT DIX $3,305 $441 $3,747.04
CUST. TOTAL........... 3,305 441 3,747.04
82191 ULRICH CHEMICAL CO 3111 NORTH POST RD IN INDIANAPOLIS $145 $435 $580.00
CUST. TOTAL........... 145 435 580.00
13731 UNION CARBIDE CORPORATIO 39 OLD RIDGEBERRY ROAD CT DANBURY $353 $353.80
76296 UNION CARBIDE CORPORATIO 39 OLD RIDGEBERRY ROAD CT DANBURY $739 $35 $774.44
26319 UNION CARBIDE CORPORATIO PO BOX 4488 WV CHARLESTON $184- $184.18-
83870 UNION CARBIDE CORPORATIO PO BOX 4008/EDI BILLING WV CHARLESTON $646 $646.25
71255 UNION CARBIDE CORPORATIO PO BOX 8004/BLDG 82-248 WV S CHARLESTON $947- $947.40-
01917 UNION CARBIDE CORPORATIO PO BOX 180 WV SISTERVILLE $9,062 $625 $95- $185 $9,778.50
CUST. TOTAL........... 9,802 625 95- 89 10,421.21
65926 UNION PACIFIC RAILROAD C 1416 DODGE STREET NE OMAHA $6,680 $616- $6,064.00
CUST. TOTAL........... 6,680 616- 6,064.00
86267 UNITED TRANSPORT OF E LO BOX 428 MA EAST LONGMEADO $140 $343- $203.00-
CUST. TOTAL........... 140 343- 203.00-
84335 UNITED TRANSPORT TANK CN 15600 JOHN F KENNEDY BV TX HOUSTON $275 $275.00
89483 UNITED TRANSPORT TANKCON 150 CLOVE ROAD NJ LITTLE FALLS $499 $1,794 $2,293.36
CUST. TOTAL........... 774 1,794 2,568.36
81494 UNITEK ENVIRONMENTAL 2889 MOKUMOA ST HI HONDLULU $7,634 $7,634.00
CUST. TOTAL........... 7,634 7,634.00
85835 UNIVERSAL PETROLEUM TANK 1136 E 9TH STREET FL JACKSONVILLE $250 $267 $517.50
CUST. TOTAL........... 250 267 517.50
08278 UNOCAL CORPORATION 1350 E BATTLES ROAD CA SANTA MARIA $560 $560.00
CUST. TOTAL........... 560 560.00
85570 UPJOHN COMPANY 7171 PORTAGE ROAD MI KALAMAZOO $560 $560.00
CUST. TOTAL........... 560 560.00
55279 USHER TRANSPORT 3801 SHANKS LANE KY LOUISVILLE $7,981 $4,505 $20- $12,466.50
CUST. TOTAL........... 7,981 4,505 20- 12,466.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 38
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
03598 V C TANKS LINES 1020 KENNEDY AVENUE IN SCHERERVILLE $1,583 $922 $392 $85 $2,982.91
CUST. TOTAL........... 1,583 922 392 85 2,982.91
53030 VALSPAR CORPORATION 1647 ENGLISH ROAD NC HIGH POINT $2,148 $2,148.00
CUST. TOTAL........... 2,148 2,148.00
10226 VAN WATERS & ROGERS 2256 JUNCTION AVE CA SAN JOSE $200- $200.00-
85610 VAN WATERS & ROGERS 4300 HOLLY STREET CO DENVER $235 $235.00
04945 VAN WATERS & ROGERS 59865 MARKET STREET IN SOUTH BEND $411 $411.00
50182 VAN WATERS & ROGERS 34200 VWR LANE LA GEISMAR $2,477 $1,329- $1,148.38
54489 VAN WATERS & ROGERS LA SAINT GABRIEL $154- $154.18-
04298 VAN WATERS & ROGERS 26601 RICHMOND ROAD OH BEDFORD HGHTS $220 $220.00
28261 VAN WATERS & ROGERS PO BOX 4579 TX HOUSTON $1,610 $160 $1,770.00
CUST. TOTAL........... 4,733 160 1,463- 3,430.20
88714 VC TANK LINES PO BOX 147 IN SCHERERVILLE $129 $118 $115 $362.82
CUST. TOTAL........... 129 118 115 362.82
08099 VIRKLER CHEMICAL COMPANY 12345 STEEL CREEK ROAD NC CHARLOTTE $1,145 $950 $2,095.00
CUST. TOTAL........... 1,145 950 2,095.00
05610 VISTA CHEMICAL PO BOX 727 LA WESTLAKE $290 $290.00
19020 VISTA CHEMICAL PO BOX 219798 TX HOUSTON $136 $136.74
CUST. TOTAL........... $426 426.74
74599 VOLUME TRANSPORT 1230 SHAWSON DR ON MISSISSAUGA $102 $102.60
CUST. TOTAL........... 102 102.60
86260 VULCAN MATERIAL CORP ASHLAND ROAD LA GEISMAR $235 $235.00
CUST. TOTAL........... 235 235.00
61013 W R GRACE & COMPANY 5210 PHILLIPS LEE DRIVE GA ATLANTA $35 $35.00
19916 W R GRACE & COMPANY PO BOX 286 IL WATSEKA $236 $236.00
03455 W R GRACE & COMPANY 460 HOLLYWOOD AVENUE NJ S PLAINSFIELD $514 $514.53
78570 W R GRACE & COMPANY PO BOX 24999 SC GREENVILLE $75 $70 $145.00
59114 W R GRACE & COMPANY 400 GEORGIA AVENUE TX DEER PARK $200 $200.00
CUST. TOTAL........... 75 70 985 1,130.53
10577 W R GRACE CONSTRUCTION D 2133 85TH STREET NJ N BERGEN $201 $201.40
CUST. TOTAL........... 201 201.40
77662 W T S OF HUSTON INC 2723 YALE STREET TX HOUSTON $520 $870 $520 $790 $2,700.00
CUST. TOTAL........... 520 870 520 790 2,700.00
61034 WYNE BOST TRUCKING ROUTE 11 NC SAILISBURY $1,549 $455 $2,004.00
CUST. TOTAL........... 1,549 455 2,004.00
53309 WEST CENTRAL ENVIRONMTL PO BOX 83 NY RENSSELAER $1,721 $586 $890 $3,198.25
CUST. TOTAL........... 1,721 586 890 3,198.25
81359 WESTBANK HARBOR SERVICES 35108 SR7 OH SARDIS $2 $2.40
CUST. TOTAL........... 2 2.40
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 39
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
54924 WESTERN COMMERICAL TRANS PO BOX 270 TX FORT WORTH $115 $115.00
CUST. TOTAL........... 115 115.00
76408 WHARTON TRANSPORT PO BOX 13068 TN MEMPHIS $270 $80 $350.70
CUST. TOTAL........... 270 80 350.70
07515 WHEELER TRANSPORT PO BOX 24248 NE OMAHA $1,622 $108- $1,514.50
CUST. TOTAL........... 1,622 108- 1,514.50
08561 WIKEL BULK EXPRESS ROUTE 13 OH HURON $685 $1,091 $1,776.00
CUST. TOTAL........... 685 1,091 1,776.00
90163 WILCUR INC 145 ROREST ROAD IL LA GRANGE PARK $174 $174.00
CUST. TOTAL........... 174 174.00
89871 WILEY SANDERS AL MOBILE $449 $449.82
90240 WILEY SANDERS PO DRAWER 707 AL TROY $1,125 $1,125.40
CUST. TOTAL........... 1,575 1,575.22
66789 WILLETT COMPANY 211 E COLUMBUS DRIVE IN E CHICAGO $170 $170.00
CUST. TOTAL........... 170 170.00
88145 WILMINGTON COCA-COLA BOTTLING WORKS INC NC WILMINGTON $365 $365.00
CUST. TOTAL........... 365 365.00
81053 WIM VOS USA INC 2 JOURNAL SQUARE NJ JERSEY CITY $520 $520 $1,040.00
89643 WIM VOS USA INC 500 PLAZA DRIVE 6TH FLR NJ SECAUCUS $260 $260.00
CUST. TOTAL........... 520 260 520 1,300.00
04100 WITCO CORPORATION 633 COURT STREET NY BROOKLYN $384 $384.00
CUST. TOTAL........... 384 384.00
58080 WYNNE TRANSPORT PO BOX 1046 DTS NE OMAHA $2,044 $2,044.85
CUST. TOTAL........... 2,044 2,044.85
00815 YELLOWSTONE VALLEY CHEM PO BOX 957 MT BILLINGS $220- $220.00-
CUST. TOTAL........... 220- 220.00-
83538 YOUNGER BROTHERS 796 BAY BRIDGE ROAD AL PRICHARD $26- $26.50-
05212 YOUNGER BROTHERS 99 UNIVERSITY AVENUE GA ATLANTA $1,170 $1,551 $566 $644- $2,643.00
03031 YOUNGER BROTHERS PO BOX 15607 LA BATON ROUGE $1,482 $2,677 $110 $4,270.50
89662 YOUNGER BROTHERS PO BOX 16471 LA LAKE CHARLES $182 $182.00
04555 YOUNGER BROTHERS 4904 GRIGGS ROAD TX HOUSTON $1,645 $2,157 $420 $4,920 $9,142.50
06534 YOUNGER BROTHERS PO BOX 14048 TX HOUSTON $300 $247 $548.43
84614 YOUNGER BROTHERS 2575 W BELLFORTE TX HOUSTON $210 $238 $172 $620.00
03864 YOUNGER BROTHERS PO BOX 984 WV SAINT ALBANS $138 $180 $318.75
CUST. TOTAL........... 4,807 6,944 1,585 4,360 17,698.68
90247 3 R INCORPORATED OF CHAR 2900 RIVERS AVENUE SC CHARLESTON $50 $50.00
CUST. TOTAL........... 50 50.00
70042 7-7 INC 607 FREEDLANDER RD OH WOOSTER $185 $30 $215.00
CUST. TOTAL........... 185 30 215.00
OVER-365-DAYS... 55,139 *** O TO Z *** 309,264 139,889 34,548 90,787 574,490.64
365-DAYS... 207,229 6-C TOTAL.......... 795,903 316,993 88,074 405,463 1, 435.27
</TABLE>
<PAGE>
QUALA SYSTEMS, INC.
SUMMARY
Summary of Quala Systems, Inc. aged accounts receivable as of May 1, 1993
(showing detailed aging over 90 days from invoice date) total $1,605,435
<PAGE>
<TABLE>
<CAPTION>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 063593 .00 .00 .00 .00 .00 245.00
6 001135 A & R TRANSPORT INC .00 .00 .00 .00 .00 6.33-
6 075238 A B ROBERTS 2,470.00 320.00 .00 .00 .00 .00
6 009948 A G TRUCKING 370.00 .00 .00 .00 .00 .00
6 081375 A J SANDI 1,166.00 .00 .00 .00 .00 .00
6 000003 A J WEIGAND INC 3,086.00 .00 .00 .00 .00 .00
6 025619 A T & T .00 .00 .00 .00 .00 199.80
6 060910 A W MARTIN 155.00 .00 .00 .00 .00 .00
6 000130 ABCO 1,032.00 .00 .00 .00 .00 .00
6 073385 ACCOUNTS RECEIVABLE .00 290.17- .00 .00 .00 .00
6 003773 ACHEM CORPORATION 2,179.00 .00 .00 .00 .00 152.50-
6 009734 ACME RESIN CORPORATION 195.00 .00 .00 .00 .00 .00
6 082688 ADM CORP 400.00 .00 .00 .00 .00 .00
6 075608 ADM TRANSPORT 196.00 .00 .00 .00 .00 .00
6 074616 ADM TRUCKING INC 2,510.20 .00 .00 .00 .00 .00
6 003943 AERO LIQUID TRANSPORT 190.00 .00 147.00 15.00 169.60 738.39
6 024524 AERO LIQUID TRANSPORT .00 .00 .00 .00 .00 6.22-
6 085504 AFFILIATED 1,025.84- .00 .00 .00 .00 1,147.52
6 070526 AIR PRODUCTS & CHEMICALS 189.00 .00 .00 .00 .00 .00
6 076023 AIR PRODUCTS & CHEMICALS 4,107.50 1,208.40 .00 .00 .00 .00
6 023132 AKZO CHEMICALS INC 160.00 .00 .00 .00 .00 .00
6 064026 AL THOMPSON TRUCKING 1,358.00 .00 .00 .00 .00 .00
6 089488 ALL FREIGHT SERVICES 160.00 .00 .00 .00 .00 .00
6 083716 ALL TANK TRANSPORT 6,672.50 1,365.00 2,135.00 1,280.00 3,183.47 .00
6 050105 ALLIANCE TRANSPORTATION S 340.00 .00 .00 .00 .00 .00
6 015005 ALLIED-SIGNAL INC 227.50 .00 .00 .00 .00 .00
6 023976 ALLIED-SIGNAL INC 530.00 .00 .00 .00 .00 .00
6 085183 ALLIED-SIGNAL INC 4,042.68 .00 .00 .00 .00 .00
6 078219 ALPHA CHEMICAL CORP 235.00 .00 .00 .00 .00 .00
6 074005 ALTOM TRANSPORT 115.00 .00 .00 .00 .00 .00
6 002150 AMERICAN CYANAMID COMPANY 165.00 360.00 .00 .00 .00 .00
6 003020 AMERICAN CYANAMID COMPANY 915.00 .00 .00 .00 .00 .00
6 004981 AMERICAN INDUSTRIAL CHEM 245.67 .00 .00 .00 .00 .00
6 090133 AMERICAN TANK CONTAINERS 153.70 .00 .00 .00 .00 .00
6 055099 AMERICAN TANK TRANSPORT 182.20 .00 .00 .00 .00 .00
6 004803 AMERICHEM INC 305.00 .00 .00 .00 .00 .00
6 072761 AMOCO CHEMICAL CORP 3,680.00 .00 .00 .00 .00 .00
6 001682 AMOCO OIL COMPANY 310.00 .00 .00 .00 .00 .00
6 071627 ANDREW TRANSPORT INC 110.00 .00 .00 .00 .00 .00
6 004030 ARCHER DANIELS MIDLAND CO 779.00 .00 .00 .00 .00 .00
6 053934 ARCHER DANIELS MIDLAND CO 223.56 .00 .00 .00 .00 .00
6 006555 ARCO CHEMICAL COMPANY 305.00 .00 .00 .00 .00 .00
6 074203 ARISTECH CHEMICAL CORP 796.00 .00 .00 .00 .00 405.00-
6 075313 ARMSWAY TANK TRANSPORT 134.35 .00 .00 .00 .00 4.50
6 004780 ASHLAND CHEMICAL COMPANY 120.00 .00 .00 .00 .00 .00
6 005080 ASHLAND CHEMICAL COMPANY 1,148.04 .00 259.20 .00 .00 .00
6 012059 ASHLAND CHEMICAL COMPANY 230.00 .00 .00 .00 .00 .00
6 021700 ASHLAND CHEMICAL COMPANY 606.00 .00 .00 .00 .00 230.00
6 022016 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 248.98
6 056381 ASHLAND CHEMICAL COMPANY 200.00 .00 .00 .00 .00 70.00-
6 060998 ASHLAND CHEMICAL COMPANY 134.00 .00 .00 .00 162.00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 086823 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 276.00- .00
6 087426 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 285.00- .00
6 088083 ASHLAND CHEMICAL COMPANY 480.00 .00 .00 .00 .00 .00
6 028345 ASHLAND OIL INC 3,445.00 .00 .00 .00 .00 .00
6 071728 AUTUMN IND INC 640.00 .00 .00 .00 .00 .00
6 062687 B B & L INC 360.00 .00 .00 .00 .00 .00
6 053768 BALTIMORE TANK LINES 960.36 .00 .00 .00 .00 .00
6 082003 BARNETT TRANSPORATION IN 2,009.80 .00 .00 .00 .00 .00
6 005091 BASF CORPORATION .00 140.00 .00 .00 .00 .00
6 009209 BASF INMONT CORPORATION 175.00 .00 .00 .00 .00 .00
6 001963 BECKER CORPORATION 170.00 .00 .00 .00 .00 .00
6 028738 BEECHAM INC 195.00 .00 .00 .00 .00 .00
6 088710 BEELMAN .00 .00 .00 70.00- .00 .00
6 079562 BEELMAN TRUCK CO 207.00 .00 5.43 .00 .00 70.00-
6 005572 BENZSAY & HARRISON .00 .00 .00 .00 .00 18.27
6 008910 BETZ LABORATORIES INC 5,888.40 .00 1,895.28 .00 .00 .00
6 068613 BETZ LABORATORIES INC 9,620.00 .00 .00 .00 .00 .00
6 089699 BETZ LABORATORIES INC 223.56 .00 .00 .00 .00 .00
6 075828 BIERLEIN 170.00 .00 .00 .00 .00 .00
6 010350 BISHOP CHEMICAL .00 .00 88.56 .00 196.56 .00
6 009290 BISON LABORATORIES 88.56 .00 .00 .00 .00 .00
6 085590 BLACKHOWSKE TRUCK LINES I 363.11 .00 .00 .00 .00 .00
6 084422 BO BACHS TRANSPORT INC 123.00 .00 .00 .00 .00 .00
6 026632 BONCOSKY TRANSPORTATION 21,917.88 .00 .00 .00 .00 196.00-
6 086087 BONCOSKY TRANSPORTATION 770.00 .00 .00 .00 .00 .00
6 081811 BONCOSKY TRANSPORTATION I 3,410.36 .00 .00 .00 .00 .00
6 006160 BORDEN & REMINGTON .00 .00 111.30 .00 .00 .00
6 074610 BORDEN PKG & INDUSTRIAL P 115.00 .00 .00 .00 .00 .00
6 057932 BORDON CHEMICAL 550.00 .00 .00 .00 .00 .00
6 051458 BORK TRANSPORT 5,154.68 565.00 .00 .00 .00 .00
6 059027 BORK TRANSPORT 110.00 .00 .00 .00 .00 .00
6 072236 BORK TRANSPORT 180.00 .00 .00 .00 225.00 159.00-
6 079422 BORK TRANSPORT 730.15 .00 .00 .00 .00 .00
6 084501 BORK TRANSPORT INC 145.00 .00 .00 .00 .00 .00
6 009935 BRIDGELAND TERMINALS LTD 280.00 .00 .00 .00 .00 .00
6 090229 BROWNING-FERRIS INDUSTRIE 1,387.54 .00 .00 .00 .00 .00
6 052738 BRYSON RECOVERY SERVICES .00 .00 .00 .00 .00 85.80-
6 078867 BUCK BAKER TRUCKING 140.00 .00 .00 .00 .00 .00
6 006623 BUCKMAN LABORATORIES .00 .00 .00 .00 .00 228.00
6 064183 BUESING BULK TRANSPORT 754.15 .00 .00 .00 .00 .00
6 011940 BUFFALO COLOR CORPORATION 68.04 .00 .00 .00 .00 .00
6 064998 BUFFALO FUEL CORP 2,329.96 .00 .00 .00 .00 .00
6 068345 BUILDERS TRANSPORT .00 .00 .00 .00 83.20- .00
6 089489 BULK INC 490.86 .00 .00 .00 .00 .00
6 073315 BULK TRANSIT 315.00 .00 .00 .00 .00 .00
6 052018 BULK TRANSPORT 2,046.00 942.00 476.00 .00 .00 243.00
6 000004 BULK TRANSPORT CO. INC. 92.00 .00 .00 .00 .00 .00
6 026929 BULKHAUL USA INC 392.50 .00 .00 .00 .00 .00
6 002035 BULKMATIC TRANSPORT .00 .00 .00 .00 .00 158.00
6 003682 BULKMATIC TRANSPORT .00 .00 .00 .00 .00 80.00-
6 077457 BULKMATIC TRANSPORT 150.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 077461 BULKMATIC TRANSPORT 4,519.00 .00 .00 .00 .00 195.16-
6 077470 BULKMATIC TRANSPORT .00 150.00 .00 .00 .00 .00
6 077474 BULKMATIC TRANSPORT 250.56 .00 .00 .00 .00 .00
6 077488 BULKMATIC TRANSPORT 110.00 130.00 .00 .00 .00 .00
6 025613 BURLINGTON INDUSTRIES 370.00 .00 .00 .00 .00 .00
6 012690 BURRIS CHEMICAL COMPANY 105.00 90.00- .00 .00 .00 .00
6 055932 BUTLER & COMPANY 186.72 .00 .00 .00 .00 .00
6 052207 BYNUM TRANSPORT 407.36 .00 .00 .00 .00 90.00-
6 083481 C T HARRIS & CO 945.00 .00 260.00 .00 361.00 994.26
6 055274 C T L DISTRIBUTION INC 3,991.90 .00 .00 .00 .00 208.65-
6 088706 C T L DISTRIBUTION INC 207.35 .00 .00 .00 .00 .00
6 055271 CALEDONIA LINES INC 2,465.31 .00 .00 .00 .00 .00
6 004948 CALGON CORPORATION 462.00 .00 .00 .00 .00 .00
6 012950 CALGON CORPORATION 616.00 .00 .00 .00 .00 .00
6 014403 CALGON CORPORATION 240.00 .00 .00 .00 .00 .00
6 051008 CALIFORNIA TANK LINES 1,585.00 .00 .00 .00 .00 .00
6 038420 CAPE INDUSTRIES 160.00 .00 .00 .00 .00 .00
6 061571 CARBON EXPRESS INC 26,605.84 1,401.07 775.19 205.20 267.60 1,059.67
6 061572 CARBON EXPRESS INC 701.00 20.00 508.36 83.00 32.00 75.00
6 013617 CARDINAL STABILIZERS INC 115.00 .00 .00 .00 .00 .00
6 050112 CAROLINA CARRIERS INC .00 .00 .00 .00 .00 195.00-
6 053823 CASH PAYMENTS - MISC .00 .00 .00 .00 115.00 4,338.76
6 070288 CASHION CO 335.00 .00 .00 .00 .00 .00
6 088989 CATES MILK HAULING INC 1,925.00 .00 .00 115.00 .00 .00
6 010507 CBSL 266.40 178.00 .00 .00 55.00 .00
6 006083 CECOS INTERNATIONAL INC .00 .00 .00 .00 .00 1,965.00
6 053039 CENTRAL OIL & ASPHALT .00 .00 .00 .00 .00 224.50-
6 013886 CENTRAL TRANSPORT 3,861.27 .00 .00 .00 115.00 415.00
6 051092 CENTRAL TRANSPORT 22,401.00 .00 .00 .00 .00 120.00
6 066426 CENTRAL TRANSPORT 115.00 .00 .00 .00 .00 .00
6 081217 CENTRAL TRANSPORT 4,849.50 200.00- .00 .00 .00 745.50
6 068786 CERTUS INC 547.00 .00 .00 .00 .00 .00
6 089534 CETCO, INC 92.00 .00 .00 .00 .00 .00
6 076122 CHALLENGE INTERNATIONAL 1,227.50 477.00 .00 415.00 .00 2,286.00
6 084992 CHEM SERV .00 .00 .00 .00 .00 2,655.00
6 003490 CHEMCENTRAL CORPORATION 76.00 .00 .00 .00 .00 .00
6 004503 CHEMCENTRAL CORPORATION 65.00 .00 .00 .00 .00 .00
6 010396 CHEMCENTRAL CORPORATION 643.00 .00 .00 .00 .00 .00
6 011990 CHEMCENTRAL CORPORATION 813.24 .00 .00 .00 .00 .00
6 014921 CHEMCENTRAL CORPORATION 525.00 .00 .00 .00 .00 .00
6 027401 CHEMFLEET CHEMICAL 3,274.58 .00 .00 .00 .00 45.00
6 050559 CHEMFLEET CHEMICAL 285.00 .00 .00 .00 .00 100.00-
6 002944 CHEMICAL ASSOCIATES INC 410.00 .00 .00 .00 .00 264.67
6 067099 CHEMICAL ASSOCIATES INC .00 175.00 14.10 .00 .00 .00
6 000526 CHEMICAL INTERCHANGE 680.20 42.96 56.08 6.56 .00 .00
6 072417 CHEMICAL LEAMAN INTERNATI 1,584.65 1,130.00 545.00 .00 400.00 .00
6 001014 CHEMICAL LEAMAN TANK LINE 495.00 .00 .00 .00 .00 .00
6 001937 CHEMICAL LEAMAN TANK LINE .00 .00 462.50 .00 .00 .00
6 005071 CHEMICAL LEAMAN TANK LINE .00 5,132.38 12,773.54 .00 .00 .00
6 007498 CHEMICAL LEAMAN TANK LINE .00 .00 225.00 .00 .00 .00
6 007599 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 011398 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 229.60
6 016858 CHEMICAL LEAMAN TANK LINE .00 .00 225.00 .00 .00 .00
6 050281 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 .00
6 050958 CHEMICAL LEAMAN TANK LINE .00 .00 595.00 .00 .00 .00
6 057791 CHEMICAL LEAMAN TANK LINE .00 .00 225.00 .00 .00 .00
6 065075 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 315.00-
6 065857 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 .00
6 072840 CHEMICAL LEAMAN TANK LINE .00 .00 .00 1,750.00 .00 165.00
6 073926 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 572.45
6 077671 CHEMICAL LEAMAN TANK LINE .00 .00 4,400.00 .00 .00 .00
6 082284 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 288.90
6 000821 CHEMICAL SALES COMPANY 169.56 .00 .00 .00 .00 .00
6 004194 CHEMICAL SALES COMPANY .00 .00 .00 .00 .00 270.00
6 014189 CHEMICAL SOLVENTS INC 380.00 .00 .00 .00 .00 .00
6 007650 CHEMICAL TRANSFER 225.00 .00 .00 .00 .00 .00
6 008009 CHEMICAL TRANSPORTATION .00 .00 201.40 .00 .00 .00
6 006641 CHEMICAL WASTE MANAGEMENT 200.00 .00 160.00 .00 .00 .00
6 089988 CHEMICAL WASTE MANAGEMENT 397.50 .00 .00 .00 .00 .00
6 019892 CHEMISPHERE CORPORATION 1,773.75 .00 .00 .00 .00 .00
6 004735 CHEMRON CORPORATION 450.00 .00 .00 .00 .00 .00
6 003952 CHEMTECH INDUSTRIES 2,205.00 130.00 .00 .00 .00 .00
6 016230 CHEMTECH INDUSTRIES .00 130.00 .00 .00 .00 25.00
6 001437 CHEMTOOL INC 230.00 .00 .00 .00 .00 .00
6 089705 CHOICE TRANSPORTATION 3,853.50 .00 .00 .00 .00 .00
6 024191 CIBA GEIGY CORPORATION 360.40 708.87 .00 .00 .00 .00
6 000022 CLEAN HARBORS INC .00 165.00 .00 .00 .00 645.00-
6 068096 CLEAN HARBORS INC 427.13 .00 .00 .00 .00 560.95
6 077149 CLEAN HARBORS INC 1,232.00 134.00 .00 .00 .00 .00
6 073768 CLEAN VENTURE .00 .00 .00 .00 .00 167.31
6 085599 CLEAN VENTURE 445.20 .00 .00 .00 .00 .00
6 026958 COMMERCIAL TRANSPORT INC 1,528.00 .00 .00 .00 .00 .00
6 073770 COMMERCIAL CARTAGE CO 1,555.50 200.00 .00 .00 .00 .00
6 054375 CONLEY CORP 140.00 .00 .00 .00 .00 .00
6 056721 CONOCO INC 1,629.22 .00 .00 .00 .00 .00
6 071463 CONOCO INC 5,960.00 .00 .00 .00 .00 .00
6 079331 CONOCO INC 324.00 .00 .00 .00 .00 .00
6 081657 CONOCO INC 1,800.00 .00 .00 .00 .00 .00
6 085061 CONOCO INC 3,305.00 .00 .00 .00 .00 .00
6 087543 CONOCO INC 2,168.00 .00 .00 .00 .00 .00
6 075376 CONTAINER CARE .00 .00 .00 .00 .00 160.00
6 059101 CONTAINER CARE INTERNATIO 5,270.00 .00 .00 .00 .00 150.00
6 001583 CONTINENTAL INDUSTRIAL CH 56.50 .00 .00 .00 .00 .00
6 056266 CONTINENTAL TRANS EXPRESS .00 .00 .00 .00 .00 2,773.40-
6 081127 CRAWFORD TRANSPORT INC 957.00 155.00 155.00- .00 .00 .00
6 071595 CRODA INC 833.00 .00 .00 .00 .00 .00
6 075240 CROMARTIE TRANSPORT 2,580.19 .00 .00 .00 .00 .00
6 011449 CROWLEY MARITIME CORP 680.00 .00 .00 .00 .00 .00
6 011556 CROWLEY MARITIME CORP .00 .00 .00 .00 .00 218.13-
6 005710 CUSTOM INTERCHEM INC. 200.00 .00 .00 .00 325.00 200.00
6 085557 CUSTOMIZED TRANSPORTATION .00 .00 .00 .00 .00 110.00
6 012778 D J KING INC .00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 001741 D S I TRANSPORT 290.30 .00 .00 .00 .00 64.40
6 051366 D S I TRANSPORT .00 .00 .00 .00 .00 35.00-
6 056424 D S I TRANSPORT 1,325.00 .00 .00 .00 .00 .00
6 069096 D S I TRANSPORT 7,087.25 .00 .00 .00 .00 .00
6 069997 D S I TRANSPORT .00 .00 .00 .00 .00 90.10-
6 083242 DAHER AMERICA INC 1,100.00 .00 .00 .00 .00 .00
6 050107 DAHLEN TRANSPORT 1,150.71 .00 .00 .00 .00 22.00
6 050399 DAHLEN TRANSPORT 317.50 .00 .00 .00 .00 7.43-
6 069846 DAHLEN TRANSPORT 2,240.70 166.00 .00 .00 180.20- .00
6 082826 DAHLEN TRANSPORT .00 .00 .00 .00 .00 231.12
6 076308 DANA TANKLINE 190.78 .00 .00 .00 .00 15.21-
6 021193 DANA TRANSPORT .00 .00 .00 .00 294.60 1,079.43
6 053058 DANA TRANSPORT .00 .00 .00 .00 .00 465.00
6 002754 DELARIA TRANSPORT 1,976.60 .00 .00 .00 .00 136.50
6 062132 DELGOEBEL .00 .00 .00 .00 .00 61.29
6 089962 DEMARTINI OIL EQUIPMENT I 30.15 .00 .00 .00 .00 .00
6 053205 DETREX CHEMICAL IND 196.10 .00 .00 .00 .00 .00
6 076834 DIAMOND TANK .00 .00 .00 22.36 .00 14.06
6 068258 DISPOSAL SYSTEMS INC 241.00 .00 .00 .00 .00 .00
6 006287 DOVER CHEMICAL COMPANY 530.00 .00 .00 .00 .00 .00
6 000972 DOW CHEMICAL COMPANY 1,530.00 .00 .00 .00 .00 .00
6 002494 DOW CHEMICAL COMPANY 7,408.00 .00 .00 .00 .00 .00
6 024470 DOW CHEMICAL COMPANY .00 335.00 .00 .00 .00 .00
6 023740 DOW CORNING CORPORATION .00 .00 .00 840.00 .00 .00
6 024110 DOW CORNING CORPORATION 750.00 .00 .00 .00 .00 .00
6 012054 DREW CHEMICAL COMPANY .00 .00 .00 .00 .00 4,112.80
6 089650 DUPONT OF CANADA LTD 121.90 .00 .00 .00 .00 .00
6 000908 DUPREE TRANSPORT 170.00 .00 .00 .00 .00 .00
6 074971 E C MORRIS CORP .00 140.00 .00 .00 .00 .00
6 008944 E I DUPONT 1,790.00 .00 .00 38.40 .00 .00
6 024960 E I DUPONT 811.25 .00 .00 .00 .00 .00
6 025080 E I DUPONT .00 1,413.14 .00 .00 .00 332.50-
6 025917 E I DUPONT .00 .00 .00 .00 .00 40.00
6 028965 E I DUPONT 130.00 .00 .00 180.00 260.00 .00
6 029015 E I DUPONT .00 145.00 280.00 .00 .00 .00
6 051276 E I DUPONT .00 160.00 .00 .00 .00 .00
6 065042 E I DUPONT 3,030.00 .00 .00 .00 .00 .00
6 075850 E I DUPONT .81 260.00 .00 1,300.00 .00 184.00-
6 083574 E I DUPONT .00 265.00 .00 .00 .00 .00
6 085378 E I DUPONT 1,125.72 .00 .00 .00 519.40 436.49
6 085547 E I DUPONT 805.60 .00 .00 .00 .00 .00
6 087053 E I DUPONT 3,986.66 .00 185.50- 212.00 .00 .00
6 089975 E I DUPONT 4,780.00 .00 .00 .00 .00 .00
6 007113 E J MEYERS COMPANY INC 20.00 690.00 275.00 .00 95.00 .00
6 053649 E J MEYERS COMPANY INC .00 .00 .00 .00 .00 227.90-
6 076375 E J MEYERS COMPANY INC .00 .00 .00 277.56 212.50 285.67-
6 085991 EAGLE TRANSPORT 250.00 .00 .00 .00 .00 .00
6 071924 EAST FALLS CORPORATION 227.90 .00 .00 .00 .00 .00
6 080965 EASTERN ELECTRIC .00 .00 .00 .00 .00 77.04
6 002233 ECOFF TRUCKING .00 .00 .00 .00 .00 317.50
6 009826 ECOFF TRUCKING 948.00 320.00 .00 .00 .00 162.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 077047 ECOFF TRUCKING 198.00 .00 .00 .00 .00 95.00
6 083717 ECOTRON TRANSPORTATION IN 245.00 .00 .00 .00 .00 .00
6 007244 EDWAR I MYERS .00 150.00 .00 .00 320.00 .00
6 000155 ELF ATOCHEM 320.00 .00 .00 .00 .00 .00
6 026312 ELF ATOCHEM 3,260.00 1,260.00 1,032.50 240.00 400.00 770.00
6 074672 ELF ATOCHEM .00 .00 .00 .00 .00 78.00
6 078878 ELF ATOCHEM .00 .00 .00 .00 .00 180.00
6 087383 ENSI .00 .00 .00 169.60 .00 .00
6 000239 ENTERPRISE TRANSPORTATION 458.40 .00 .00 .00 .00 243.00
6 002234 ENTERPRISE TRANSPORTATION .00 .00 .00 .00 .00 123.05-
6 005205 ENTERPRISE TRANSPORTATION 813.80 .00 .00 .00 .00 .00
6 005426 ENTERPRISE TRANSPORTATION 1,576.20 .00 .00 .00 197.60 .00
6 006089 ENTERPRISE TRANSPORTATION 320.00 .00 .00 .00 .00 .00
6 028737 ENTERPRISE TRANSPORTATION 1,570.40 .00 .00 .00 .00 .00
6 052740 ENTERPRISE TRANSPORTATION 452.40 .00 .00 .00 .00 .00
6 075943 ENTRANCO INC .00 .00 .00 .00 .00 870.50
6 007330 ENVIRONMENTAL OIL .00 .00 .00 160.92 .00 22.89
6 084688 ENVIRONMENTAL PRODUCTS & 160.92 207.40 15.92 11.92 .00 271.68
6 079087 ENVIRONMENTAL TRANSPORTS .00 .00 .00 .00 .00 235.00
6 005677 ERICKSON TRANSPORT 8,025.98 .00 .00 .00 .00 .00
6 019426 ERICKSON TRANSPORT 8,222.35 .00 .00 .00 155.00 1,561.00
6 075505 ESCO TRANSPORTATION 480.00 .00 370.00 580.00 1,340.00 303.00
6 001041 EUROTAINER .00 660.00 .00 .00 .00 .00
6 081394 EXPRESS TANK 2,203.00 299.00 783.00 435.00 .00 .00
6 010386 EXXON CHEMICAL AMERICAS .00 .00 .00 .00 .00 227.37
6 079984 EXXON CHEMICAL COMPANY .00 .00 1,370.00 .00 .00 .00
6 005676 EXXON COMPANY U S A .00 .00 .00 .00 .00 287.30
6 005210 F M C CORPORATION .00 .00 200.00 .00 .00 .00
6 060049 FANCHEM LTD 88.56 .00 .00 .00 .00 .00
6 032035 FERRO CORPORATION 479.65 .00 .00 .00 .00 .00
6 000529 FLEET TRANSPORT .00 .00 .00 .00 .00 2,091.08
6 000851 FLEET TRANSPORT .00 .00 .00 .00 .00 1,115.53
6 001744 FLEET TRANSPORT .00 .00 .00 .00 .00 1,088.28
6 001745 FLEET TRANSPORT .00 .00 .00 .00 .00 444.41
6 002809 FLEET TRANSPORT .00 .00 .00 .00 .00 2,749.05
6 002810 FLEET TRANSPORT .00 .00 .00 .00 .00 6,577.42
6 004099 FLEET TRANSPORT .00 .00 .00 .00 .00 183.28
6 006477 FLEET TRANSPORT 8.00 .00 160.00 .00 .00 2,175.83
6 010024 FLEET TRANSPORT .00 .00 .00 .00 .00 2,187.88
6 023562 FLEET TRANSPORT .00 .00 .00 .00 .00 943.52
6 026326 FLEET TRANSPORT .00 .00 .00 .00 .00 4,721.52
6 028410 FLEET TRANSPORT 6.76 .00 .00 .00 .00 498.47
6 050114 FLEET TRANSPORT .00 .00 .00 .00 .00 1,496.29
6 050551 FLEET TRANSPORT .00 .00 .00 .00 .00 989.29
6 051367 FLEET TRANSPORT .00 .00 .00 .00 .00 2,356.45
6 055731 FLEET TRANSPORT .00 .00 .00 .00 .00 349.79
6 057533 FLEET TRANSPORT .00 .00 .00 .00 .00 93.28
6 067039 FLEET TRANSPORT .00 .00 .00 .00 .00 122.50
6 058173 FLEET TRANSPORT .00 .00 .00 .00 .00 17,185.79
6 068594 FLEET TRANSPORT .00 .00 .00 .00 .00 243.75
6 068708 FLEET TRANSPORT .00 .00 .00 .00 .00 2,553.70
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 069059 FLEET TRANSPORT .00 .00 .00 .00 .00 1,123.42
6 070352 FLEET TRANSPORT .00 .00 .00 .00 .00 2,286.85
6 071342 FLEET TRANSPORT .00 .00 .00 .00 .00 2,131.00
6 073636 FLEET TRANSPORT .00 .00 .00 .00 .00 98.80
6 075941 FLEET TRANSPORT 522.34 .00 .00 .00 .00 1,529.96
6 076000 FLEET TRANSPORT .00 .00 .00 .00 .00 863.50
6 077511 FLEET TRANSPORT 151.20 .00 .00 .00 .00 858.38
6 080107 FLEET TRANSPORT .00 .00 .00 .00 .00 448.00
6 080304 FLEET TRANSPORT .00 .00 .00 .00 .00 180.83
6 081434 FLEET TRANSPORT 2,215.50 .00 122.44 190.00 .00 3,228.32
6 081728 FLEET TRANSPORT .00 .00 .00 .00 .00 309.77
6 089926 FLEXIBLE FLYER 320.00 .00 .00 .00 .00 .00
6 009597 FLORIDA ROCK & TANK LINES 445.20 .00 .00 .00 .00 .00
6 009701 FLORIDA ROCK & TANK LINES 737.54 .00 .00 .00 .00 .00
6 057047 FLORIDA ROCK & TANK LINES .00 .00 .00 .00 450.00 .00
6 080320 FLORIDA ROCK & TANK LINES 643.60 .00 .00 .00 .00 .00
6 009075 FOODLINER INCORPORATED 725.00 .00 .00 .00 .00 .00
6 067419 FORT TRANSFER 1,813.50 .00 .00 .00 .00 .00
6 059571 FREEHOLD CARTAGE INCORPOR 576.72 .00 .00 .00 .00 .00
6 051235 FREEPORT TRANSPORT .00 180.20- .00 .00 .00 .00
6 002811 FRIENDSHIP TRANSPORT .00 .00 .00 .00 .00 67.50
6 003082 FRONTIER TANK CENTER .00 60.00- .00 .00 .00 .00
6 077273 FRONTIER TRAILER SALES 385.00 .00 .00 .00 .00 .00
6 055732 FRUEHAUF CORPORATION .00 .00 .00 .00 .00 201.03
6 084701 FRUEHAUF CORPORATION 670.50 .00 .00 .00 .00 357.25
6 008071 GAF CORPORATION .00 62.50 .00 .00 .00 .00
6 004170 G S ROBINS & COMPANY 555.00 .00 220.00 .00 .00 .00
6 010051 GANNONG M COMPANY INC .00 .00 318.00 .00 .00 .00
6 052568 GAST FUEL & SERVICES INC 175.00 .00 .00 .00 .00 .00
6 050033 GATEWAY TERMINAL .00 .00 .00 .00 .00 43.87
6 089990 GENERAL CAR & TRUCK LINE 300.00 .00 .00 .00 .00 .00
6 089299 GENERAL CAR & TRUCK LEASE 315.00 .00 .00 .00 .00 .00
6 032710 GENERAL CHEMICAL CORP 259.70 .00 .00 .00 .00 .00
6 024573 GENERAL DYNAMICS CORP .00 .00 .00 .00 .00 200.00
6 033220 GENERAL ELECTRIC COMPANY .00 52.00 .00 .00 .00 .00
6 081276 GENERAL ELECTRIC COMPANY 246.00- 1,206.00 .00 275.00 125.00 4,483.00-
6 089461 GENERAL ELECTRIC COMPANY 15,067.00 1,365.00 .00 .00 .00 .00
6 033320 GENERAL ELECTRIC PLASTICS .00 .00 149.00 .00 .00 .00
6 082673 GENOVA INC .00 .00 .00 .00 .00 1,918.51
6 034140 GEORGIA PACIFIC CORP 144.72 .00 .00 .00 .00 .00
6 007499 GLESS BROTHERS 1,173.86 .00 .00 .00 .00 .00
6 089816 GLOBAL SPILL MANAGEMENT 238.50 .00 .00 .00 .00 .00
6 071000 GOLD BOND BLDG PRODUCTS .00 .00 .00 .00 .00 128.26
6 019319 GORSKI BULK TRANSPORT 675.92 .00 .00 .00 290.00 .00
6 060911 GRACE LOGISTICS SERVICES 6,956.12 170.00 .00 150.00 .00 842.24
6 000571 GREAT AMERICAN FOOD SALES 960.00 .00 90.00 .00 .00 .00
6 089834 GREAT DANE TRAILERS INC 250.00 .00 .00 .00 .00 .00
6 035610 GREAT LAKES CHEMICAL CO 450.00 .00 .00 .00 .00 .00
6 080559 GREAT LAKES ENVIRONMENTAL 88.56 .00 .00 .00 .00 .00
6 062508 GREAT LAKES TERM TRANS .00 .00 .00 .00 .00 115.00-
6 052741 GRIFF JONES TRANSPORT 180.20 875.56 1,148.51 287.26 296.80 441.45
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 065723 GRIFF JONES TRANSPORT 9,042.00 2,729.00 868.00 .00 .00 .00
6 082568 GRIFFITH OIL COMPANY 48.15 .00 .00 .00 .00 .00
6 004040 GROENDYKE TANK LINES 227.00 .00 .00 .00 .00 .00
6 028411 GROENDYKE TANK LINES 13,728.60 .00 .00 .00 160.00 .00
6 089647 GRUMMAN ALLIED-LLV DIV 20,850.20 .00 .00 .00 .00 .00
6 074521 GUARDSMAN PRODUCTS INC .00 .00 .00 .00 .00 550.00
6 052149 H B FULLER COMPANY 480.00 .00 .00 .00 .00 21.20
6 086736 H C I GEORGIA INC 331.00 .00 .00 .00 .00 .00
6 082002 H G ANDERSON TRUCK CORP 1,116.00 .00 112.00 .00 .00 152.90
6 036420 HALL CHEMICAL COMPANY 600.00 .00 .00 .00 .00 .00
6 072251 HAMPSHIRE CHEMICAL .00 .00 .00 .00 .00 872.44
6 017073 HAMPSHIRE CHEMICAL CORP .00 .00 .00 .00 .00 168.00
6 010758 HAPAG-LLOYD CONTAINER LIN .00 .00 .00 .00 .00 200.00
6 061030 HARMAC TRANSPORTATION 234.36 .00 .00 .00 .00 .00
6 004550 HAWK TRANSPORTATION SERV 859.81 280.80 .00 .00 .00 137.80-
6 089191 HCI CHEMTECH DISTRIBUTION 270.00 348.75 .00 .00 .00 .00
6 083010 HEIL COMPANY 250.00 .00 .00 .00 .00 .00
6 076997 HEIL TANK SERVICE 65.00 .00 .00 .00 .00 .00
6 083066 HEIL TRADING COMPANY 310.00 .00 .00 .00 .00 .00
6 050176 HENKEL CORP .00 .00 .00 .00 .00 270.40-
6 058024 HENKEL CORP 164.00 .00 .00 .00 .00 .00
6 064033 HENKEL CORP 630.00 .00 .00 .00 .00 .00
6 004725 HENKEL CORPORATION 2,093.00 .00 .00 .00 .00 .00
6 088285 HENKEL TEXTILE CHEMICAL 125.99 .00 .00 .00 .00 .00
6 016884 HERCULES INCORPORATED 8,964.74 630.00 .00 .00 .00 .00
6 060030 HERCULES INCORPORATED 1,190.00 .00 .00 .00 .00 .00
6 077189 HERMAN BROTHERS INC 210.00 .00 .00 .00 .00 .00
6 078504 HERMAN BROTHERS INC 384.00 .00 .00 .00 .00 .00
6 008432 HEVI DUTY ELECTRIC CO .00 .00 .00 .00 .00 140.00-
6 038920 HIGH POINT CHEMICAL CORP 814.00 .00 .00 .00 .00 .00
6 075111 HIGHWAY PIPELINE .00 .00 .00 .00 .00 215.00
6 018008 HIGHWAY TRANSPORT INC 23,132.08 .00 .00 10.60 .00 241.68
6 064409 HIGHWAY TRANSPORT INC .00 .00 .00 .00 .00 1,337.50-
6 085679 HIGHWAY TRANSPORT INC .00 .00 .00 .00 .00 649.49
6 087087 HIGHWAY TRANSPORT INC .00 .00 .00 .00 .00 129.30
6 087891 HIGHWAY TRANSPORT INC .00 169.75 .00 .00 .00 .00
6 014790 HOECHST CELANESE CORP 115.00 .00 .00 .00 .00 .00
6 073164 HOFFMEIER .00 200.00- .00 .00 .00 .00
6 009739 HOLLY TRANSPORTATION 5,135.00 190.00- .00 .00 .00 .00
6 001724 HOLTRA CHEMICAL INC 130.00 .00 .00 .00 .00 .00
6 084826 HOOVER GROUP INC 6,000.00 .00 .00 .00 .00 .00
6 090118 HORNER EQUIPMENT COMPANY 135.00 .00 .00 .00 .00 .00
6 082253 HOT Z TRANSPORT COMPANY 190.80 .00 .00 .00 .00 .00
6 083109 HOUSTON TANK TRAILER INC 4,992.50 .00 200.00- .00 .00 .00
6 081778 HOWELL CHEMICAL CO 483.00 .00 .00 .00 .00 .00
6 074413 HOWELL HYDROCARBONS .00 .00 215.00 .00 .00 .00
6 017750 HOYER USA INCORPORATED 273.00 .00 127.20 .00 .00 237.66
6 078703 HOYER USA INCORPORATED .00 .00 .00 .00 283.40 1,259.70
6 083866 HURRICANE TANK WASH .00 1,300.00 .00 .00 .00 .00
6 060147 ICI AMERICAS INC 11,195.72 .00 .00 .00 .00 .00
6 078186 IDAHO MILK TRANSPORT INC 600.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 040255 I F F .00 .00 .00 .00 .00 269.64-
6 005446 IMPERIAL WEST CHEMICAL CO 625.00 .00 .00 .00 .00 .00
6 007245 INDIAN RIVER TRANSPORT 1,177.00 .00 .00 .00 .00 .00
6 052295 INFINGER TRANSPORTATION 3,609.50 .00 .00 .00 .00 95.00
6 087464 INK COMPANY 1,500.00 50.00 .00 .00 .00 .00
6 033920 INLAND ROME INC .00 143.00 .00 .00 .00 .00
6 074110 INTERFLOW USA 1,201.25 .00 .00 .00 145.60 1,034.80
6 064466 INTERNATIONAL CONTAINER 2,712.65 418.50 .00 .00 1,295.00 680.30
6 004579 INTERPLASTICS CORPORATION 191.00 .00 .00 250.00 .00 130.00-
6 058104 INTERPOLYMER CORP 130.00 .00 .00 .00 .00 52.53
6 074498 INTERSTATE CHEMICAL CO 940.80 .00 .00 .00 .00 .00
6 055429 IREDELL MILK TRANSPORTATION 130.00 .00 .00 .00 .00 .00
6 081204 IRON HORSE EQUIP CORP 70.00 .00 .00 .00 .00 .00
6 000562 IVAX INDUSTRIES 1,080.00 .00 .00 .00 .00 445.00
6 073566 J & M .00 .00 .00 .00 .00 93.00-
6 081698 J & M TANK LINES .00 250.00 550.70 526.30 .00 .00
6 054622 J P HUNT 140.00 .00 .00 .00 .00 .00
6 088217 J P VOJT .00 153.70 .00 .00 .00 .00
6 063564 JARRELL TRANSPORT 10,924.00 .00 .00 .00 .00 .00
6 005169 JOHNSON & JOHNSON .00 .00 .00 .00 .00 700.00-
6 051286 JOHNSRUD TRANSPORT INC .00 .00 .00 50.00 .00 .00
6 089344 JOHNSRUD TRANSPORT INC 1,279.00 .00 .00 .00 .00 .00
6 000977 JONES CHEMICAL COMPANY 445.20 .00 .00 .00 .00 .00
6 063078 K & D INDUSTRIES WEST 1,143.00 .00 .00 .00 .00 .00
6 081273 K & D OF OHIO INC 570.00 172.50- .00 .00 .00 .00
6 070211 K & W TRUCKING .00 .00 .00 .00 .00 90.10-
6 000507 KALEX CHEMICAL PRODUCTS .00 23.85 .00 .00 .00 .00
6 001408 KAW TRANSPORT CO 807.76 .00 .00 .00 .00 .00
6 055936 KAW TRANSPORT CO .00 .00 .00 .00 .00 132.85-
6 005543 KENAN TRANSPORT 1,522.50 305.00 .00 .00 .00 185.00
6 087694 KINGS FUEL 465.48 .00 .00 .00 .00 .00
6 088916 KIRK LINES .00 440.00 .00 .00 .00 .00
6 043450 KLEEN BRITE LABORATORIES 1,018.18 .00 .00 .00 .00 .00
6 002714 KOCH SERVICE INC 243.00 .00 .00 .00 .00 .00
6 082006 KOCH SERVICE INC 1,275.00 75.00- .00 .00 .00 .00
6 057738 KOCH SERVICE INCORPORATED 400.00 .00 .00 .00 .00 .00
6 072828 KOCH SERVICE INCORPORATED .00 .00 .00 .00 .00 904.22-
6 060406 KOCH SERVICES INCORPORATE 215.00 .00 .00 .00 .00 .00
6 089060 KOCH SERVICES INCORPORATE 220.00 .00 .00 .00 .00 .00
6 087336 KRAFT FOODS INCORPORATED .00 .00 .00 .00 .00 115.00
6 083410 KRAMER CHEMICAL .00 .00 .00 .00 .00 171.20
6 054109 KUHNLE BROS INC 889.92 .00 .00 .00 .00 .00
6 050552 KUNHLE 651.84 .00 .00 .00 .00 .00
6 071773 L & B TRANSPORT CO 1,602.50 .00 .00 .00 .00 .00
6 051233 LACYS EXPRESS 1,570.24 .00 .00 .00 .00 .00
6 078334 LAID LAW ENVIRONMENTAL 420.00 .00 .00 .00 .00 .00
6 002139 LAIDLAW ENVIRONMENTAL INC 400.00 .00 .00 .00 .00 70.00-
6 000857 LANGER TRANSPORT 8,862.97 195.00 .00 160.92 160.92 7,695.55
6 079886 LARSON INTERMODAL 6,306.90 2,765.00 .00 .00 80.00 2,263.10
6 083707 LAWSON TRUCKING 110.00 .00 .00 .00 .00 .00
6 050554 LEASEWAY .00 .00 .00 .00 .00 255.11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6 054620 LEASEWAY .00 10.00 .00 .00 .00 625.77
6 057898 LEASEWAY .00 .00 .00 .00 .00 225.20
6 069879 LEASEWAY .00 .00 .00 .00 .00 206.70-
6 089061 LEE-WAY TRUCKING 175.00 .00 .00 .00 .00 .00
6 003948 LEESER TRANSPORTATION 675.00 .00 .00 .00 .00 .00
6 065847 LES TRANSPORTS PROVOST 1,123.50 .00 .00 .00 .00 162.00-
6 000615 LESCHACO INCORPORATED 1,961.50 3,415.00 .00 .00 .00 2,736.60
6 024869 LESCHACO INCORPORATED .00 .00 .00 .00 .00 156.60
6 028412 LESCHACO INCORPORATED 1,804.00 1,488.00 280.00 215.00 250.00 260.00
6 074319 LESCHACO INCORPORATED .00 .00 .00 .00 .00 413.10
6 077346 LEVY TRANSPORT 204.12 .00 .00 .00 .00 .00
6 052017 LEWIS TRANSPORT .00 .00 .00 .00 .00 160.00-
6 047010 LILLY & COMPANY 551.20 .00 .00 .00 .00 .00
6 010026 LINDEN BULK TRANSPORT 265.00 .00 .00 .00 .00 .00
6 060039 LINDSEY MOTOR EXPRESS 3,925.00 .00 .00 .00 .00 .00
6 008240 LIQUID CARGO INCORPORATED 1,252.36 .00 .00 .00 .00 62.45
6 009964 LIQUID CARGO INCORPORATED 175.00 .00 .00 .00 .00 .00
6 087585 LIQUID TRANSPORT LTC 1,481.40 .00 .00 .00 465.00 .00
6 028790 LIQUID TRANSPORT CORP 8,602.93 76.00- .00 .00 .00 175.30
6 058202 LIQUID TRANSPORT CORP 576.50 11.25 .00 .00 .00 145.00
6 058330 LIQUID TRANSPORT CORP 135.00 .00 .00 .00 .00 .00
6 076379 LIQUID TRANSPORT CORP 178.75 .00 .00 .00 .00 16.49
6 082642 LIQUID TRANSPORT CORP 1,526.40 7.70 .00 .00 .00 291.27
6 089328 LIQUID TRANSPORT CORP 139.32 .00 .00 .00 .00 .00
6 000813 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 6,629.38
6 007702 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 222.60
6 009598 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 1,360.80
6 025743 LIQUID TRANSPORTERS INC 2,949.00 .00 .00 .00 .00 60.00
6 025997 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 139.26
6 050954 LIQUID TRANSPORTERS INC 1,525.80 .00 .00 .00 .00 90.10
6 051103 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 2,303.58
6 053487 LIQUID TRANSPORTERS INC .00 .00 169.56 .00 .00 537.89
6 085908 LIQUID TRANSPORTERS INC 244.00 .00 .00 .00 .00 2,827.54
6 069027 LIQUID TRANSPORTERS INC 4,109.00 716.00 186.50 204.00- 747.00 8,700.98
6 082247 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 886.56
6 074197 LLOYD TRANSPORT 1,672.56 576.00 .00 .00 .00 .00
6 005534 LONZA INC 332.50 .00 576.75 .00 .00 .00
6 059294 LUCKEY TRUCKING INC 154.00 .00 .00 .00 .00 130.00-
6 061521 M N BOYCHUK STONE CO .00 43.20 .00 .00 .00 .00
6 084110 MAIN BROS OIL CO 160.92 .00 .00 .00 .00 .00
6 002216 MANFREDI 1,176.17 .00 .00 .00 .00 .00
6 006485 MANFREDI 423.36 .00 .00 .00 .00 .00
6 025653 MANFREDI 811.00 .00 .00 .00 .00 375.00
6 066765 MANFREDI .00 .00 .00 .00 .00 192.40
6 071763 MANFREDI .00 .00 .00 .00 .00 300.00-
6 088555 MANFREDI MOTOR TRANSIT 207.36 .00 .00 .00 .00 .00
6 052575 MARCOTTE FARMS INC 4,061.73 .00 .00 .00 .00 .00
6 073161 MASON DIXON TANK LINES .00 .00 .00 .00 .00 734.26
6 001754 MATLACK INC 6,393.50 .00 .00 .00 .00 890.00
6 002544 MATLACK INC 2,454.60 .00 .00 .00 .00 423.00-
6 002545 MATLACK INC 1,020.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
6 002813 MATLOCK INC 167.00 .00 .00 .00 .00 .00
6 003628 MATLOCK INC 2,224.53 .00 .00 .00 .00 338.39
6 003855 MATLOCK INC 1,491.40 .00 235.00 .00 .00 210.00-
6 005096 MATLOCK INC 651.00 .00 .00 .00 206.00 .00
6 006834 MATLOCK INC 405.85 .00 .00 .00 .00 .00
6 007500 MATLOCK INC .00 362.00 .00 .00 .00 .00
6 007513 MATLOCK INC 155.00 .00 .00 .00 .00 .00
6 007704 MATLOCK INC 287.50 .00 .00 .00 .00 .00
6 008246 MATLOCK INC 315.00 .00 .00 .00 .00 .00
6 008248 MATLOCK INC 627.00 .00 .00 .00 .00 705.00
6 008551 MATLOCK INC .00 .00 .00 .00 190.00 .00
6 009945 MATLOCK INC 1,023.75 527.00 .00 .00 .00 408.50
6 027182 MATLOCK INC .00 .00 .00 .00 .00 2,115.85-
6 027183 MATLOCK INC 790.52 .00 .00 .00 .00 .00
6 027821 MATLOCK INC 22.62 .00 .00 .00 .00 194.00
6 028414 MATLOCK INC 167.50 .00 .00 .00 .00 .00
6 050555 MATLOCK INC 183.00 .00 .00 .00 .00 .00
6 050932 MATLOCK INC .00 .00 .00 230.00 .00 .00
6 051374 MATLOCK INC 195.00 .00 .00 .00 .00 .00
6 051707 MATLOCK INC 3,536.75 .00 .00 .00 125.00- .00
6 052220 MATLOCK INC 145.00 422.50 .00 .00 .00 175.00
6 052297 MATLOCK INC 545.00 161.25 .00 .00 .00 .00
6 052571 MATLOCK INC .00 490.00 .00 230.00 .00 .00
6 052746 MATLOCK INC 1,683.08 .00 .00 45.00 .00 276.55
6 052995 MATLOCK INC 185.00 .00 .00 .00 .00 .00
6 053568 MATLOCK INC 830.00 .00 .00 .00 .00 .00
6 053569 MATLOCK INC 455.00 .00 .00 .00 .00 10.43
6 055434 MATLOCK INC 1,285.62 .00 .00 .00 .00 337.11
6 059573 MATLOCK INC 170.00 .00 .00 .00 .00 .00
6 062575 MATLOCK INC 170.00 .00 .00 .00 .00 .00
6 063184 MATLOCK INC 145.00 .00 .00 .00 .00 .00
6 068107 MATLOCK INC 147.00 .00 .00 .00 .00 240.00-
6 073163 MATLOCK INC 340.00 .00 .00 .00 .00 .00
6 074992 MATLOCK INC .00 .00 .00 .00 .00 80.00-
6 078211 MATLOCK INC 2,273.00 215.00 .00 .00 .00 200.83
6 078731 MATLOCK INC .00 1,334.90 .00 .00 .00 1,126.66
6 078995 MATLOCK INC 313.00 172.50 .00 .00 .00 .00
6 080501 MATLOCK INC 680.00 205.00 .00 .00 .00 .00
6 081655 MATLOCK INC 180.00 120.00 .00 .00 .00 .00
6 081663 MATLOCK INC .00 .00 .00 .00 233.00 .00
6 082545 MATLOCK INC 189.00 .00 .00 .00 .00 .00
6 087163 MATLOCK INC 480.00 .00 .00 .00 .00 155.00
6 063567 MAXWELL TANK LINES 194.00 .00 .00 397.00 .00 404.00
6 006192 MC KENZIE TANK LINES INC 120.00 .00 .00 .00 .00 .00
6 054164 MC KENZIE TANK LINES INC 1,733.00 .00 .00 .00 .00 1,690.00
6 065098 MC KENZIE TANK LINES INC 436.80 .00 .00 .00 .00 .00
6 079755 MC KENZIE TANK LINES INC 210.60 .00 .00 .00 .00 .00
6 069847 MC NULTY BULK TRANSPORT .00 .00 .00 .00 .00 10.90-
6 085359 MC TANK TRANSPORT 250.00 .00 .00 .00 .00 .00
6 088506 MCILVAINE TRUCKING INC 1,475.60 .00 .00 .00 .00 .00
6 088346 MC KENZIE TANK LINES INC 760.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
6 082684 MID WEST SERVICE INC .00 .00 .00 .00 .00 350.00
6 081842 MIDLAND ENVIRONMENTAL SER .00 .00 .00 .00 .00 5.20-
6 009841 MILES INC 16,640.67 1,888.00 3,488.13 6,677.69 7,004.13 6,595.50
6 053100 MILES INC .00 .00 .00 .00 .00 139.13
6 077812 MILES INC 16,100.00 .00 4,195.00 900.00 1,480.00 1,579.50
6 080311 MILES INC .00 .00 .00 .00 .00 139.13
6 085980 MILES INC 419.50 .00 .00 .00 .00 161.00
6 057048 MILKY WAY TRANSPORT CO .00 80.00 .00 .00 .00 .00
6 001867 MILLER TRANSPORT 2,766.00 .00 .00 .00 .00 .00
6 002503 MILLER TRANSPORT 357.00 .00 .00 .00 .00 .00
6 002814 MILLER TRANSPORT 1,205.35 196.00- .00 .00 .00 .00
6 003083 MILLER TRANSPORT 655.00 .00 .00 .00 .00 .00
6 004042 MILLER TRANSPORT 1,583.25 .00 .00 .00 .00 .00
6 004043 MILLER TRANSPORT 452.00 .00 .00 .00 .00 .00
6 009204 MILLER TRANSPORT 666.30 .00 .00 .00 .00 .00
6 026634 MILLER TRANSPORT 2,460.62 169.56 .00 .00 .00 1,185.03
6 028774 MILLER TRANSPORT 1,509.00 .00 .00 .00 .00 189.00
6 050700 MILLER TRANSPORT .00 570.00 .00 .00 .00 .00
6 055544 MILLER TRANSPORT 578.00 .00 .00 .00 .00 .00
6 057632 MILLER TRANSPORT 2,161.00 .00 .00 .00 .00 1,005.10
6 059863 MILLER TRANSPORT 238.00 .00 .00 .00 .00 .00
6 051995 MILLER TRANSPORT 559.05 .00 .00 .00 .00 147.00
6 063315 MILLER TRANSPORT 330.00 .00 .00 .00 .00 .00
6 067420 MILLER TRANSPORT .00 .00 .00 .00 .00 265.00
6 076377 MILLER TRANSPORT 445.20 .00 .00 .00 .00 .00
6 088414 MILLER TRANSPORT 654.50 .00 .00 .00 .00 .00
6 008251 MILLER TRANSPORTERS 2,356.87 .00 295.00- .00 140.00- .00
6 001755 MISSION PETROLEUM .00 .00 529.06- .00 .00 .00
6 028194 MISSIPPIPPI CHEMCICAL CORP .00 .00 .00 .00 .00 461.44-
6 060036 MISSIPPIPPI CHEMCICAL CORP 3,712.52 .00 .00 .00 .00 675.40
6 088039 MISSIPPIPPI CHEMCICAL CORP 2,738.42 .00 .00 .00 .00 .00
6 089568 MOBIL CHEMICAL CORPORATION 1,491.95 .00 .00 .00 .00 .00
6 002847 MOBIL OIL CORPORATION 155.00 .00 .00 .00 .00 .00
6 015086 MOBIL OIL CORPORATION .00 .00 .00 .00 .00 1,156.06
6 015015 MONSANTO COMPANY 1,278.41 .00 .00 .00 .00 .00
6 053490 MONSANTO COMPANY 2,250.00 .00 .00 .00 .00 .00
6 058407 MONSANTO COMPANY .00 .00 .00 .00 .00 7.05-
6 087131 MONTGOMERY INTERMODAL 190.00 .00 .00 .00 .00 .00
6 001758 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 168.80-
6 025615 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 734.85-
6 027823 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 179.35-
6 050455 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 50.35-
6 051708 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 148.50-
6 054110 MONTGOMERY TANK LINES 1,012.25 .00 789.41 .00 .00 23,871.35
6 059865 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 73.85-
6 071525 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 968.24-
6 072711 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 613.79
6 073639 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 385.20-
6 074738 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 550.25-
6 075827 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 263.75-
6 075849 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 63.60
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
6 076378 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 248.04
6 078844 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 3,805.35
6 085268 MONTGOMERY TANK LINES 3,034.74 .00 .00 .00 .00 803.10
6 087390 MONTGOMERY TANK LINES 879.00 .00 .00 .00 .00 .00
6 087944 MONTGOMER TRUCK LINES 515.10 .00 .00 .00 .00 .00
6 066682 MONTGOMERY/QUALITY CARRIE .00 .00 .00 .00 .00 19.20
6 049495 MOONEY CHEMICAL INC 680.50 .00 .00 .00 .00 .00
6 090200 MORETEX CHEMICAL COMPANY 190.00 .00 .00 .00 .00 .00
6 008674 MORTON INT'L SPECIALITY C .00 .00 .00 .00 .00 5,225.00
6 080936 MORTON INTERNATIONAL 185.00 .00 .00 .00 .00 .00
6 009812 MR FRANK 1,309.00 .00 .00 .00 .00 253.00
6 021654 NALCO CHEMICAL COMPANY 7,931.98 985.80 1,918.60 .00 .00 1,160.95-
6 054670 NALCO CHEMICAL COMPANY 17,867.00 .00 .00 .00 .00 .00
6 054710 NALCO CHEMICAL COMPANY 5,185.00 .00 .00 .00 .00 .00
6 024270 NAPPI TRUCKING CORP 614.80 .00 .00 .00 .00 .00
6 000733 NATIONAL STARCH & CHEM CO 1,063.04 .00 .00 .00 .00 .00
6 025616 NATIONAL STARCH & CHEM CO 128.70 .00 .00 .00 .00 .00
6 070043 NEW DIXIE TRANSPORTATION .00 .00 .00 .00 .00 37.10-
6 025616 NEW ENGLAND TRUCK SALES .00 .00 .00 155.00 155.00 4,225.40
6 005560 NEW HAVEN TANK TERMINAL 155.00 .00 .00 .00 .00 .00
6 075998 NILES CHEMICAL 620.00 .00 .00 .00 .00 .00
6 075771 NIPPON EXPRESS .00 .00 .00 .00 .00 350.55
6 084304 NORTH CANTON TRASFER .00 .00 20.00 .00 .00 .00
6 057668 NORTRU INC 967.22 .00 .00 .00 .00 .00
6 060842 NOVA CHEM 2,133.00 .00 .00 .00 .00 .00
6 081002 NOVACOR CHEMICALS INC .00 .00 .00 .00 .00 140.00
6 007615 NUBULK .00 .00 .00 .00 .00 1,860.00
6 053963 NUBULK .00 .00 .00 .00 .00 602.60
6 074917 NUBULK SERVICES INC .00 .00 .00 .00 .00 2,392.69
6 065354 OAKLEY TRANSPORT 2,820.00 113.93- .00 .00 120.00 420.00
6 092233 OBRIEN TRANSPORT INC .00 .00 .00 10.40 .00 1,206.67
6 007934 OCCIDENTAL CHEMICAL CORP 464.50 .00 .00 .00 .00 .00
6 024720 OCCIDENTAL CHEMICAL CORP 157.00 .00 .00 .00 .00 212.00
6 026303 OCCIDENTAL CHEMICAL CORP 1,168.00 .00 .00 .00 .00 354.00
6 038575 OCCIDENTAL CHEMICAL CORP 4,659.00 .00 .00 .00 .00 491.00
6 078706 OCCIDENTAL CHEMICAL CORP 207.36 .00 .00 .00 .00 .00
6 079815 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 160.00
6 082295 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 980.00
6 099996 OCCIDENTAL CHEMICAL CORP 147.95 .00 .00 .00 .00 .00
6 007687 ODYSSEY 220.00 .00 .00 .00 .00 .00
6 073725 ODYSSEY 4,455.00 .00 .00 .00 .00 .00
6 026443 OHIO POLYCHEMICAL 1,314.00 260.00 .00 .00 .00 25.00-
6 082831 OLIN CORPORATION 47,000.00 .00 690.00 .00 .00 .00
6 039570 OLIN HUNT SPECIALTY PROD .00 .00 .00 .00 .00 140.00-
6 005440 OMNI BULK SYSTEMS .00 .00 .00 .00 .00 59.40-
6 051344 OPIES MILK HAULERS 749.12 .00 .00 .00 .00 .00
6 076295 ORIOLE CHEMICAL CARRIERS .00 .00 .00 .00 .00 71.02-
6 055437 OVID TRUCKING .00 .00 .00 .00 .00 165.00
6 064997 OWINGS TRANSPORT .00 .00 .00 .00 .00 1,079.62
6 067080 OZINGA PROS INC 192.50- .00 .00 .00 .00 .00
6 087607 P & R TANK LINES OF BALT 185.76 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
6 005985 P B & S CHEMICAL COMPANY 291.50 .00 .00 .00 .00 .00
6 060640 P B & S CHEMICAL COMPANY 352.45 .00 .00 .00 .00 .00
6 033970 P D GEORGE COMPANY 421.20 .00 .00 .00 .00 .00
6 018500 P P G INDUSTRIES INC .00 .00 .00 .00 .00 91.75-
6 005434 PASCO PRODUCTS 347.79 .00 .00 .00 .00 .00
6 090164 PEDRONI FUEL COMPANY 418.70 .00 .00 .00 .00 .00
6 076845 PENCCO 405.00 105.00- .00 .00 .00 .00
6 082640 PENN TANK LINES 333.55 .00 .00 .00 .00 .00
6 090071 PENN TANK LINES 153.70 .00 .00 .00 .00 .00
6 000536 PENTRON 170.00 .00 .00 .00 .00 .00
6 003947 PENTRON 412.00 962.00 .00 .00 .00 .00
6 051090 PENTRON INC 1,399.20 .00 .00 .00 .00 420.13
6 077387 PERFORMANCE POLINERS CO .00 .00 .00 .00 .00 130.00
6 089663 PERIDOT CHEMICAL CO 45.00 .00 .00 .00 .00 .00
6 060035 PETRO CHEMICAL PROCESS 177.55 .00 .00 .00 .00 .00
6 062388 PETRO-LUBE INC 184.00 .00 .00 .00 .00 .00
6 067218 PETROLITE CORPORATION 105.00 .00 .00 .00 .00 .00
6 051263 PIERCETON TRUCKING 100.00 .00 .00 .00 .00 .00
6 064880 PIONEER PLASTICS CORP 370.44 .00 .00 .00 .00 .00
6 076226 POLSINELLO FUEL INC 144.72 .00 .00 .00 .00 .00
6 072073 POPE TRANSPORT 120.00 .00 .00 .00 .00 .00
6 057051 PROVOST BULK TRANSPORT IN 190.00 .00 .00 .00 .00 .00
6 050772 PROVOST BULK TRANSPORTATION 2981.62 .00 .00 .00 .00 .00
6 063181 PROVOST CARTAGE 1,144.81 169.56 .00 .00 .00 321.67-
6 064301 PROVOST CARTAGE 611.00 .00 .00 .00 .00 .00
6 083705 PROVOST CARTAGE 1,238.76 .00 .00 .00 .00 .00
6 002926 PUERTO RICAN MARINE MNGMT .00 .00 .00 .00 .00 40.00
6 078431 PUERTO RICAN MARINE MNGMT 90.00 .00 .00 .00 .00 .00
6 001252 PUMB & TANK SHOP 380.00 .00 .00 .00 .00 .00
6 054965 PVS CHEMICALS INC 115.00 .00 .00 .00 .00 .00
6 004287 QUALITY CARRIERS .00 .00 .00 .00 .00 945.00
6 025117 QUALITY CARRIERS .00 .00 .00 .00 .00 1,511.99
6 053780 QUALITY CARRIERS .00 .00 .00 .00 .00 2,877.83
6 056179 QUALITY CARRIERS .00 .00 .00 .00 .00 169.40
6 069044 QUALITY CARRIERS .00 .00 .00 .00 .00 208.82
6 069613 QUALITY CARRIERS .00 .00 .00 .00 .00 253.87
6 061876 QUALITY CARRIERS .00 .00 .00 .00 .00 220.00
6 082916 QUALITY TRANSPORT .00 .00 198.00- .00 .00 .00
6 084600 QUANTUM CHEMICAL CORP 240.00 .00 .00 .00 .00 .00
6 084610 QUANTUM CHEMICAL CORP 240.00 .00 .00 .00 .00 .00
6 081002 QUEENSWAY TANK LINES 464.77 .00 .00 .00 .00 .00
6 055737 R J GUERRERA 2,018.00 .00 .00 .00 .00 .00
6 052918 R WAYNE BOST TRUCKING INC 5,295.34 .00 .00 .00 .00 .00
6 080180 R WAYNE BOST TRUCKING INC 3,444.90 .00 50.00 .00 .00 .00
6 069317 RAY HOLDER CARRIER .00 .00 .00 .00 .00 1,385.57
6 000858 REFINERS TRANSPORT .00 .00 .00 .00 .00 1,796.47
6 002762 REFINERS TRANSPORT .00 .00 .00 .00 .00 224.20
6 009827 REFINERS TRANSPORT .00 .00 .00 .00 .00 90.00
6 050944 REFINERS TRANSPORT .00 .00 .00 .00 .00 4,475.42
6 057532 REFINERS TRANSPORT .00 .00 .00 .00 .00 405.18
6 060038 REFINERS TRANSPORT .00 .00 .00 .00 .00 2,054.94
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
6 064433 REFINERS TRANSPORT .00 .00 .00 .00 .00 1,710.32
6 080937 REFINERS TRANSPORT .00 .00 .00 .00 .00 933.91
6 058675 REICHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 350.96
6 068450 REICHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 917.50
6 004451 RENOSOL CORPORATION 660.00 .00 .00 .00 .00 .00
6 054787 RESEARCH SOLV & CHEM INC 285.00 .00 .00 .00 .00 366.48-
6 080468 RESOURCE TRANSPORT .00 .00 .00 .00 .00 324.62
6 070889 RESOURCES TRANSPORTATION 4,190.00 190.00 160.00 .00 160.00- .00
6 067701 RETECH CORPORATION .00 .00 .00 .00 .00 265.00
6 009571 REYNOLDS METALS COMPANY 70.00 .00 .00 .00 .00 .00
6 088747 REYNOLDS NATIONWIDE, INC 345.00 .00 .00 .00 .00 .00
6 057972 RHONE POULENC CHEMICAL .00 .00 .00 .00 .00 113.00
6 069170 RHONE POULENC CHEMICAL 9,225.00 .00 .00 .00 .00 .00
6 070033 RHONE POULENC CHEMICAL 225.00- .00 .00 .00 .00 225.00
6 083868 RHONE POULENC CHEMICAL 2,250.00 .00 .00 .00 .00 225.00
6 089938 RHONE POULENC CHEMICAL 152.00 .00 .00 .00 .00 .00
6 001000 RHONE POULENC SURFACTANTS .00 .00 .00 .00 .00 39.46
6 090230 ROCHESTER CARTAGE 60.00 .00 .00 .00 .00 .00
6 056725 RODGERS CARTAGE 175.00 .00 .00 .00 .00 .00
6 077736 RODGERS CARTAGE 235.00 .00 .00 .00 .00 .00
6 009826 RODGER CARTAGE CO INC 260.00 .00 .00 .00 .00 .00
6 001833 RODGERS CARTAGE .00 .00 .00 195.00 .00 .00
6 002763 RODGERS CARTAGE 465.00 .00 .00 .00 .00 .00
6 055276 RODGERS CARTAGE 1,986.00 .00 200.00 .00 .00 .00
6 071271 RODGERS CARTAGE 2,356.20 .00 .00 .00 .00 91.16-
6 073023 RODGERS CARTAGE .00 .00 .00 .00 .00 159.75
6 076684 RODGERS CARTAGE 196.10 .00 .00 .00 .00 .00
6 081631 RODGERS CARTAGE 500.00 .00 .00 .00 .00 .00
6 085351 RODGERS CARTAGE 190.00 .00 .00 .00 .00 .00
6 080960 ROHM & HAAS COMPANY 226.00 .00 .00 .00 .00 .00
6 070170 ROLLINS ENVIRONMENTAL SER 287.26 .00 .00 .00 .00 2,491.56
6 026251 ROSS TRANSPORTATION 304.75 .00 .00 .00 .00 .00
6 077914 ROY BROTHERS INC 697.84 .00 .00 .00 .00 .00
6 009832 RUAN TRANSPORT .00 .00 .00 .00 .00 115.00
6 060720 RUAN TRANSPORT 1,555.00 .00 .00 .00 .00 .00
6 060028 RYDER BULK TRANS SERV .00 .00 .00 .00 .00 360.00
6 069661 RYDER TRUCK RENTAL .00 .00 .00 .00 .00 171.00
6 009740 S & J TRANSPORTATION CO 2,314.82 .00 .00 .00 .00 .00
6 088333 S D MYERS 255.00 .00 .00 .00 .00 .00
6 051892 S D WARREN COMPANY .00 .00 .00 .00 .00 372.36
6 075092 S.E.T. ENVIRONMENTAL 334.00 115.00 .00 .00 .00 .00
6 002052 SAFETY KLEEN CORPORATION 325.00 .00 .00 .00 .00 .00
6 076820 SAFETY KLEEN CORPORATION 124.00 .00 .00 .00 .00 .00
6 090084 SANDERS OIL COMPANY 160.00 .00 .00 .00 .00 .00
6 017165 SANDOZ CHEMCALS CORP. 95.00 .00 .00 .00 .00 .00
6 071900 SCHENECTADY INTERNATIONAL 2,286.90 .00 .00 .00 .00 260.81
6 025415 SCHNEIDER NATIONAL 16,335.40 .00 .00 .00 .00 55.00-
6 057504 SCHNEIDER NATIONAL 2,507.74 .00 .00 .00 .00 215.00
6 073387 SCHNEIDER NATIONAL 7,174.62 .00 .00 .00 .00 195.00
6 088358 SCHNEIDER TANKLINES INC 605.00 161.00 .00 .00 .00 .00
6 080710 SCHWERMAN TRUCKING 328.40 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
6 006193 SCHWERMAN TRUCKING 692.46 .00 .00 .00 .00 199.08-
6 022115 SCHWERMAN TRUCKING 1,035.00 .00 .00 .00 .00 .00
6 028334 SCHWERMAN TRUCKING .00 .00 .00 .00 .00 100.05-
6 082058 SCHWERMAN TRUCKING 2,491.92 .00 .00 115.00- .00 .00
6 054734 SCIENTIC BRAKE 380.00 .00 .00 .00 .00 .00
6 072460 SEALAND SERVICE INC .00 .00 .00 .00 .00 129.00
6 073150 SENTRY PAINT TECHNOLOGIES 901.00 .00 .00 .00 .00 292.60
6 000455 SEVEN UP BOTTLING COMPANY .00 .00 .00 .00 .00 143.00-
6 058860 SEYLLER TRANSPORTATION IN 29,587.50 .00 .00 .00 .00 .00
6 072452 SHELL OIL COMPANY .00 .00 .00 .00 .00 432.00
6 075632 SHENKERS INTL .00 .00 .00 .00 .00 21.20
6 050706 SICO .00 .00 .00 .00 .00 70.00-
6 007255 SICOMAC CARRIERS 145.00 .00 .00 .00 .00 .00
6 028417 SLAY TRANSPORTATION 619.00 .00 .00 .00 .00 389.48
6 059751 SLAY TRANSPORTATION 214.00 .00 .00 .00 .00 .00
6 072107 SLAY TRANSPORTATION .00 .00 .00 .00 .00 114.49
6 088251 SLAY TRANSPORTATION 1,284.00 .00 .00 .00 .00 .00
6 088715 SONOCO IBC 2,144.00 .00 .00 .00 .00 .00
6 076660 SOUTHCHEM INCORPORATED 2,576.12 .00 25.00 65.00 .00 .00
6 022924 SOUTHEASTERN ADHESIVES CO 200.00 .00 .00 .00 .00 .00
6 085064 SOUTHERN BULK HAULERS 135.00- .00 .00 .00 .00 .00
6 012689 SOUTHERN COATINGS & CHEM 220.00 .00 .00 .00 .00 .00
6 064072 SOUTHERN LUBRICANTS 136.00 .00 .00 .00 .00 .00
6 052773 SPECIALIZED TANK SERVICES 2,797.50 .00 160.00 .00 .00 .00
6 071337 SPRINTER SERVICES INC 1,259.00 .00 .00 .00 .00 .00
6 090032 ST LOUIS COUNTY PARK & RE 288.00 .00 .00 .00 .00 .00
6 005701 STAR CHEMICAL COMPANY 160.00 .00 .00 .00 .00 .00
6 089998 STEER TANK LINES INC 259.70 .00 .00 .00 .00 .00
6 071534 STEPHENS ENTERPRIZE .00 .00 .00 .00 .00 15.00-
6 057565 STOLT NEILSON INC 365.00 1,440.00 100.00- 360.00 735.00 225.00-
6 083616 STOLT NEILSON INC .00 .00 .00 .00 .00 200.00-
6 059568 STOLT-NEILSON .00 .00 .00 .00 .00 175.00-
6 067555 STOLT-NEILSON 19,932.42 .00 70.00 .00 539.08 825.00
6 089450 STOLT-NEILSON 65,450.00 12,945.00 145.00 .00 .00 .00
6 051110 SUNDOWN EQUIPMENT .00 .00 .00 .00 .00 185.00-
6 078634 SUNDOWN TANK LINES LTD 414.72 .00 .00 .00 .00 .00
6 081384 SUPERIOR CARRIER 2,768.12 144.72 .00 .00 .00 .00
6 003029 SUPERIOR CARRIERS 4,053.08 .00 .00 .00 .00 845.66
6 028524 SUPERIOR CARRIERS 3,082.32 .00 .00 .00 .00 225.77
6 058699 SUPERIOR CARRIERS 3,764.36 .00 .00 .00 122.00 114.45-
6 060029 SUPERIOR CARRIERS 44,811.35 37.96- 75.43- .00 95.00 781.89
6 060397 SUPERIOR CARRIERS 789.84 .00 .00 .00 .00 120.64
6 070334 SUPERIOR CARRIERS 2,550.40 .00 .00 .00 .00 12.75-
6 080326 SUPERIOR CARRIERS 1,286.98 .00 .00 .00 .00 .00
6 081427 SUPERIOR CARRIERS 2,327.32 .00 .00 .00 .00 112.96
6 085581 SUPERIOR CARRIERS 7,282.00 160.00- .00 .00 .00 .00
6 085582 SUPERIOR CARRIERS 2,025.00 .00 .00 .00 .00 .00
6 076241 SUPERIOR CARRIERS 130.00 .00 .00 .00 .00 .00
6 080250 SURPASS CHEMICAL CO, INC 445.20 .00 .00 .00 .00 .00
6 088441 SUTTLE TRANSPORTATION 204.12 .00 .00 .00 .00 .00
6 057534 SUTTLES TRUCK LEASING 10,101.13 30.00 275.00 .00 1,218.00 1,791.80
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
6 058079 SUTTLES TRUCK LEASING INC 475.00 .00 .00 .00 .00 .00
6 088724 SUTTLES TRUCK LEASING, IN 2,806.00 .00 .00 .00 .00 .00
6 065023 SUTTONS INTL (N A) INC 3,254.00 .00 .00 .00 152.50 1,831.50
6 086775 SYNTECH .00 455.00 490.00 .00 .00 .00
6 019853 T & T CHEMICAL COMPANY .00 .00 .00 .00 .00 1,041.71
6 056884 T D S I .00 .00 .00 .00 .00 307.09
6 072544 TANK CLEANING SERVICES .00 .00 .00 .00 .00 903.80
6 000242 TANK TRUCK TRANSPORT 240.00 .00 .00 .00 .00 .00
6 082653 TANK TRUCK TRANSPORT 223.56 .00 .00 .00 .00 .00
6 073007 TANKER TRANSPORT .00 .00 .00 .00 .00 15.00-
6 067285 TECHNICAL PRODUCTS 166.66 .00 .00 .00 .00 .00
6 079753 TENNESSEE VALLEY PERFORMA .00 .00 .00 .00 .00 264.80-
6 076847 TEXACO INT TRADERS INC 523.25 89.50 .00 .00 .00 77.00-
6 056940 TEXACO REF & MARKETING .00 .00 .00 .00 .00 170.00
6 079351 TEXACO REF & MARKETING .00 .00 .00 .00 .00 310.50
6 008256 THE GEO A RHEMAN CO INC 3,997.00 .00 .00 .00 367.50 355.75-
6 055277 TIDEWATER TRANSIT 212.00 .00 225.00- .00 .00 .00
6 063699 TIDEWATER TRANSIT .00 .00 125.00- .00 .00 .00
6 077066 TIDEWATER TRANSIT 145.00 .00 .00 .00 .00 .00
6 087252 TIDEWATER TRANSPORT 1,630.00 .00 .00 .00 .00 .00
6 058084 TIONA 361.00 .00 .00 .00 .00 24.20-
6 079551 TIPHOOK plc 60.00 .00 .00 .00 .00 .00
6 085333 TITANK AGENCIES USA INC 8,066.50 1,637.50 540.00 970.00 .00 .00
6 090246 TOBACCO CONTRACTOR 90.00 .00 .00 .00 .00 .00
6 086690 TOTAL DISTRIBUTION SERVIC 212.00 .00 .00 .00 .00 .00
6 071034 TOWNLEY PRODUCTS INC .00 .00 .00 .00 .00 74.20-
6 010686 TR-METRO CHEMICALS INC .00 .00 .00 .00 .00 101.65
6 089336 TRANS ATLANTIC 1,273.06 .00 .00 .00 .00 .00
6 073064 TRANS OCEAN TANK SERVICES 434.50 .00 .00 .00 .00 141.00
6 072328 TRANSPORT CO OF TEXAS .00 200.00 .00 .00 .00 291.60-
6 068201 TRANSPORT INC 4,466.50 .00 .00 .00 .00 .00
6 080533 TRANSPORT SERVICE 297.00 .00 .00 .00 .00 132.52
6 088153 TRANSPORT SERVICE 599.71 196.10 .00 .00 .00 .00
6 002820 TRANSPORT SERVICE CO 13,524.60 726.00 338.00 .00 384.00 1,180.81
6 028525 TRANSPORT SERVICE CO .00 .00 .00 245.00 .00 1,981.57
6 058704 TRANSPORT SERVICE CO .00 .00 .00 .00 .00 137.48
6 088051 TRANSPORT SERVICE CO .00 .00 .00 .00 190.50 .00
6 072212 TRANSPORT SERVICES 172.00 .00 .00 .00 .00 .00
6 076769 TRANSPORT SERVICE CO .00 .00 .00 .00 .00 202.30
6 026636 TRI ALLWASTE .00 .00 .00 .00 .00 163.38
6 070353 TRI COUNTY 95.00 .00 .00 .00 .00 .00
6 088465 TRI TANK CO 203.30 .00 .00 .00 .00 .00
6 062273 TRIMAC 613.63 .00 .00 .00 .00 200.00
6 083812 TRIMAC 426.00 .00 .00 .00 .00 .00
6 083939 TRIMAC 311.00 170.00 .00 .00 .00 909.49
6 086842 TRIMAC 5,560.00 .00 .00 .00 .00 .00
6 089941 TRIMAC #52 155.00 .00 .00 .00 .00 .00
6 028419 TRIMAC BULK TRANS INC .00 .00 .00 .00 .00 105.15
6 081237 TRIMAC BULK TRANS INC 746.28 145.00 .00 .00 .00 2,673.28
6 079552 TRIMAC BULK TRANSPORTATIO .00 .00 .00 .00 .00 250.56
6 001123 TRIMAC TRANSPORT SYSTEMS .00 130.00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
6 007254 TRIMAC TRANSPORT SYSTEMS 296.00 .00 .00 .00 .00 579.59
6 009261 TRIMAC TRANSPORT SYSTEMS 340.00 .00 .00 .00 .00 1,392.00
6 050846 TRIMAC TRANSPORT SYSTEMS 680.00 .00 .00 .00 .00 907.03
6 052747 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 687.06
6 057846 TRIMAC TRANSPORT SYSTEMS 370.00 .00 .00 .00 .00 .00
6 058329 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 261.94
6 059022 TRIMAC TRANSPORT SYSTEMS 1,033.56 .00 .00 .00 .00 .00
6 067422 TRIMAC TRANSPORT SYSTEMS 148.00 .00 .00 .00 .00 621.40
6 072505 TRIMAC TRANSPORT SYSTEMS 1,036.84 .00 .00 .00 .00 .00
6 080314 TRIMAC TRANSPORT SYSTEMS 401.96 293.76 259.01 .00 .00 103.00
6 081156 TRIMAC TRANSPORT SYSTEMS .00 201.96 .00 .00 .00 .00
6 082005 TRIMAC TRANSPORT SYSTEMS 974.28 .00 .00 .00 139.13 296.78
6 082101 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 1,410.00
6 082010 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 129.00
6 078843 TRIMAC TRANSPORTATION .00 .00 180.00 .00 .00 .00
6 089817 TRUCK TRANSPORT 102.36 .00 .00 .00 .00 .00
6 004198 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 517.05
6 007943 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 716.84
6 053062 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 232.86
6 074613 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 986.50
6 078250 TRUCK TRANSPORT INC .00 .00 .00 135.00 .00 .00
6 080851 TRUCK TRANSPORT INC 9,481.06 160.00 1,173.25 209.00 405.00 1,619.54
6 083620 U S ARMY 3,305.08 .00 26.88 253.80 161.28 .00
6 082191 ULRICH CHEMICAL CO 580.00 .00 .00 .00 .00 .00
6 001917 UNION CARBIDE CORPORATION 9,687.75 95.00- 90.00 200.00 131.25 235.50-
6 013731 UNION CARBIDE CORPORATION .00 353.60 .00 .00 .00 .00
6 026919 UNION CARBIDE CORPORATION .00 .00 .00 .00 .00 184.18-
6 071285 UNION CARBIDE CORPORATION .00 .00 .00 .00 .00 947.40-
6 076296 UNION CARBIDE CORPORATION 739.44 .00 .00 .00 .00 35.00
6 083870 UNION CARBIDE CORPORATION .00 106.25 .00 .00 .00 540.00
6 065926 UNION PACIFIC RAILROAD CO 6,680.00 .00 .00 .00 .00 616.00-
6 086267 UNITED TRANSPORT OF E LON 140.00 .00 178.00- 165.00 .00 .00
6 084335 UNITED TRANSPORT TANK CNT 275.00 .00 .00 .00 .00 .00
6 089483 UNITED TRANSPORT TANCONT 499.36 .00 .00 .00 .00 1,794.00
6 081494 UNITEK ENVIRONMENTAL .00 .00 .00 .00 .00 7,634.00
6 085835 UNIVERSAL PETROLEUM TANK 517.50 .00 .00 .00 .00 .00
6 008278 UNOCAL CORPORATION .00 .00 .00 .00 .00 560.00
6 085570 UPJOHN COMPANY .00 560.00 .00 .00 .00 .00
6 055279 USHER TRANSORT 12,486.50 .00 .00 20.00- .00 .00
6 003598 V C TANK LINES 2,727.96 169.56 55.00 .00 165.00 134.61-
6 053030 VALSPAR CORPORATION 2,148.00 .00 .00 .00 .00 .00
6 004298 VAN WATERS & ROGERS .00 .00 .00 .00 .00 220.00
6 004945 VAN WATERS & ROGERS 411.00 .00 .00 .00 .00 .00
6 010226 VAN WATERS & ROGERS .00 200.00- .00 .00 .00 .00
6 028261 VAN WATERS & ROGERS 1,770.00 .00 .00 .00 .00 .00
6 050182 VAN WATERS & ROGERS 2,477.50 .00 .00 .00 .00 1,329.12-
6 054489 VAN WATERS & ROGERS .00 .00 .00 .00 .00 154.18-
6 085610 VAN WATERS & ROGERS 235.00 .00 .00 .00 .00 .00
6 088714 VC TANK LINES 247.82 115.00 .00 .00 .00 .00
6 008099 VIRKLER CHEMICAL COMPANY 2,095.00 .00 .00 .00 .00 .00
6 005610 VISTA CHEMICAL .00 .00 .00 .00 .00 290.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
6 019020 VISTA CHEMICAL .00 .00 .00 .00 .00 136.74
6 074599 VOLUME TRANSPORT 102.60 .00 .00 .00 .00 .00
6 086260 VULCAN MATERIAL CORP 235.00 .00 .00 .00 .00 .00
6 003455 W R GRACE & COMPANY .00 .00 .00 .00 .00 514.53
6 019916 W R GRACE & COMPANY .00 .00 .00 .00 .00 236.00
6 059114 W R GRACE & COMPANY .00 .00 .00 .00 .00 200.00
6 061013 W R GRACE & COMPANY .00 .00 .00 .00 .00 35.00
6 078570 W R GRACE & COMPANY 145.00 .00 .00 .00 .00 .00
6 010577 W R GRACE CONSTRUCTION DI .00 84.80 .00 .00 .00 116.60
6 077662 W T S OF HOUSTON INC 1,910.00 520.00 .00 260.00 221.00- 231.00
6 061034 WAYNE BOST TRUCKING 2,004.00 .00 .00 .00 .00 .00
6 053309 WEST CENTRAL ENVIRONMNTL 2,307.96 390.96 .00 .00 .00 499.33
6 081359 WESTBANK HARBOR SERVICES 2.40 .00 .00 .00 .00 .00
6 054924 WESTERN COMMERCIAL TRANSP 115.00 .00 .00 .00 .00 .00
6 076408 WHARTON TRANSPORT 270.40 41.60- 121.90 .00 .00 .00
6 007515 WHEELER TRANSPORT 1,622.50 .00 .00 .00 .00 108.00-
6 008561 WIKEL BULK EXPRESS 1,776.00 .00 .00 .00 .00 .00
6 090163 WILCUR INC 174.00 .00 .00 .00 .00 .00
6 089871 WILEY SANDERS 449.82 .00 .00 .00 .00 .00
6 090240 WILEY SANDERS 1,125.40 .00 .00 .00 .00 .00
6 066789 WILLETT COMPANY .00 .00 .00 .00 .00 170.00
6 088145 WILMINGTON COCA-COLA 365.00 .00 .00 .00 .00 .00
6 081053 WIM VOS USA INC 520.00 .00 520.00 .00 .00 .00
6 089643 WIM VOS USA INC 260.00 .00 .00 .00 .00 .00
6 004100 WITCO CORPORATION .00 .00 .00 .00 .00 384.00
6 058080 WYNNE TRANSPORT 2,044.85 .00 .00 .00 .00 .00
6 000815 YELLOWSTONE VALLEY CHEM .00 .00 .00 .00 .00 220.00-
6 003031 YOUNGER BROTHERS 4,159.60 .00 291.20 332.80- .00 152.50
6 003864 YOUNGER BROTHERS 318.75 .00 .00 .00 .00 .00
6 004555 YOUNGER BROTHERS 4,222.00 1,040.00 1,740.00 .00 200.00 1,940.50
6 005212 YOUNGER BROTHERS 2,986.00 301.00 .00 449.55- 173.00- 21.45-
6 006534 YOUNGER BROTHERS 548.43 .00 .00 .00 .00 .00
6 083538 YOUNGER BROTHERS .00 .00 .00 .00 .00 26.50-
6 084614 YOUNGER BROTHERS 620.00 .00 .00 .00 .00 .00
6 089662 YOUNGER BROTHERS 182.00 .00 .00 .00 .00 .00
6 090247 3 R INCORPORATED OF CHARL 50.00 .00 .00 .00 .00 .00
6 070042 7 - 7 INC 215.00 .00 .00 .00 .00 .00
6 TOTAL 1175,974.03 70,557.30 53,242.41 20,634.14 26,576.02 258,451.37
BALANCE 1605,435.27
</TABLE>
<PAGE>
CHEMICAL LEAMAN TANK LINES, INC.
SUMMARY
Summary of Chemical Leaman Tank Lines, Inc. aged accounts receivable as of
May 1, 1993 (showing detailed aging over 90 days from invoice date) total
$24,542,350.
============
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 007893 .00 .00 .00 .00 27.50 .00
0 079807 A B B POWER T & D CO 5,255.22 .00 .00 .00 .00 .00
0 089782 A B B POWER T & D CO 7,112.00 .00 .00 .00 .00 .00
0 081975 A B C COMPOUNDING COMPANY 27.50 .00 .00 .00 .00 .00
0 090002 A E S BEAVER VALLEY 4,375.10 .00 .00 .00 .00 .00
0 060803 A H SMITH .00 .00 .00 .00 20.00 .00
0 088369 A HARRISON & CO INC 1,930.50 .00 .00 .00 .00 .00
0 086942 A O SMITH CORP 2,515.38 .00 .00 .00 .00 .00
0 018270 A O SMITH CORPORATION 330.00 .00 .00 .00 .00 .00
0 053507 A O SMITH CORPORATION 1,350.00 .00 .00 .00 .00 .00
0 081384 A O SMITH CORPORATION 1,896.00 .00 .00 .00 .00 .00
0 086206 A O SMITH CORPORATION 82.50 82.50 .00 .00 .00 .00
0 088065 A O SMITH CORPORATION 1,323.96 .00 .00 .00 .00 .00
0 076254 A SCHULMAN INC .00 .00 .00 .00 .00 55.00
0 082153 A SCHULMAN .00 .00 .00 .00 .00 82.50
0 025619 A T & T 4,651.20 .00 .00 .00 .00 .00
0 057838 A W COMPOUNDERS .00 .00 .00 .00 55.00 .00
0 005724 ABB POWER T & D COMPANY 1,895.12 .00 .00 .00 .00 .00
0 084236 ABB POWER T & D COMPANY .00 .00 .00 .00 .00 275.00
0 088301 ABB POWER T&D COMPANY .00 602.35 .00 .00 .00 .00
0 018338 ABBOTT LABORATORIES 3,490.10 .00 .00 .00 .00 .00
0 082951 ABBOTT LABORATORIES 4,041.74 .00 .00 .00 .00 .00
0 089910 ABC TRAFFIC SERVICES 5,811.00 .00 .00 .00 .00 .00
0 000130 ABCO 75.00 2,981.88 .00 .00 .00 .00
0 053282 ABSORPTION SYSTEMS INC 10,561.81 5,528.03 .00 .00 .00 .00
0 083835 ACCENT STRIPE CO 4,168.00 .00 .00 .00 .00 .00
0 073385 ACCOUNTS RECEIVABLE 704.00 .00 .00 .00 .00 .00
0 089077 ACCU PAC INC 110.00 .00 .00 .00 .00 .00
0 079319 ACE CORP .00 .00 .00 .00 .00 1,762.50
0 058739 ACE HARDWARE CORP 357.50 .00 .00 .00 .00 .00
0 055539 ACE PAPER PRODUCTS 576.50 .00 .00 .00 .00 .00
0 072036 ACERLAN 4,010.00 .00 .00 .00 .00 .00
0 003773 ACHEM CORPORATION 105.00 .00 .00 .00 .00 .00
0 052663 ACID PRODUCTS CO INC .00 .00 .00 .00 .00 413.77
0 000230 ACME BORDEN 11,655.29 .00 .00 .00 .00 .00
0 009734 ACME RESIN CORPORATION 660.00 .00 .00 .00 .00 .00
0 010327 ACTO KLEEN COMPANY 959.80 .00 .00 .00 .00 .00
0 074621 ACUCOTE INC 110.00 .00 .00 .00 .00 .00
0 015601 ADCOM METALS COMPANY INC .00 .00 .00 .00 .00 247.50
0 075608 ADM TRANSPORT 290.00 .00 .00 .00 .00 .00
0 010248 ADVANCE TRANSMIT MIX .00 .00 .00 .00 .00 200.00
0 024115 ADVANCED AEROMATICS 27.50 .00 .00 .00 .00 .00
0 013549 AEROVOX INDUSTRIES INC 220.00 82.50 .00 .00 .00 330.00
0 072191 AEROVOE PACIFIC .00 .00 .00 .00 .00 27.50
0 089937 AG DIV CIBA-GEIGY CORP 110.00 .00 .00 .00 .00 .00
0 084971 AG ORGANICS 2,021.89 .00 .00 .00 .00 .00
0 082915 AGWAY INC 23.00 .00 .00 .00 .00 .00
0 000660 AIR PRODUCTS & CHEMICALS 32,864.75 210.00 .00 .00 .00 648.00
0 000890 AIR PRODUCTS & CHEMICALS 2,654.18 .00 .00 .00 .00 .00
0 001271 AIR PRODUCTS & CHEMICALS 3,588.00 .00 .00 .00 .00 .00
0 039670 AIR PRODUCTS & CHEMICALS 11,858.65 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 068983 AIR PRODUCTS & CHEMICALS 540.72 .00 .00 .00 .00 .00
0 090059 AIR PRODUCTS & CHEMICALS 1,173.00 .00 .00 .00 .00 .00
0 001158 AIRCO INDUSTRIAL GASES .00 499.21 .00 .00 .00 .00
0 005256 AIRCO INDUSTRIAL GASES 1,062.00 .00 .00 .00 .00 .00
0 007177 AIRCO INDUSTRIAL GASES 4,245.78 .00 .00 .00 .00 .00
0 015823 AIRCO INDUSTRIAL GASES 32,666.95 .00 .00 .00 .00 .00
0 065189 AIRCO INDUSTRIAL GASES 1,028.60 .00 .00 .00 .00 .00
0 071826 AIRCO INDUSTRIAL GASES 20,600.50 .00 .00 .00 .00 .00
0 089243 AIRCO INDUSTRIAL GASES 8,986.55 .00 .00 .00 .00 .00
0 016930 AKRON CITY HOSPITAL 849.50 .00 .00 .00 .00 .00
0 010464 AKRON DISPERSIONS 524.00 .00 .00 .00 .00 .00
0 079280 AKZO CHEMICALS 55.00 .00 .00 .00 .00 .00
0 004590 AKZO CHEMICALS INC 2,776.00 .00 .00 .00 .00 .00
0 023132 AKZO CHEMICALS INC 5,887.50 .00 .00 .00 .00 .00
0 028980 AKCO CHEMICALS INC 4,296.12 .00 .00 .00 .00 .00
0 051815 AKCO CHEMICALS INC 25.00 .00 .00 .00 .00 .00
0 068866 AKCO CHEMICALS INC 33,809.80 .00 .00 .00 .00 612.00
0 075350 AKCO CHEMICALS INC 1,389.60 .00 .00 .00 .00 .00
0 078000 AKCO CHEMICALS INC 7,567.96 .00 .00 .00 .00 .00
0 078040 AKCO CHEMICALS INC 9,155.69 .00 .00 .00 .00 .00
0 078070 AKCO CHEMICALS INC 3,552.55 .00 .00 .00 .00 .00
0 078887 AKCO CHEMICALS INC 2,974.69 .00 .00 .00 .00 .00
0 088745 AKCO CHEMICALS INC 5,632.50 .00 10,890.00 .00 .00 .00
0 074507 AKZO COATINGS AMERICA INC 247.50 .00 .00 .00 .00 .00
0 068590 AKZO COATINGS INC .00 .00 .00 .00 .00 948.00
0 068630 AKZO COATINGS INC 646.48 .00 .00 .00 .00 .00
0 086668 AKZO COATINGS INC 330.00 .00 357.50 55.00 .00 .00
0 022800 AKZO SALT INC 2,264.75 .00 .00 .00 .00 .00
0 005719 ALBRIGHT & WILSON AMERICA 7,698.23 .00 .00 .00 .00 .00
0 068562 ALCAN ROLLED PRODUCTS 27.50 .00 .00 .00 .00 137.50
0 076624 ALCHEM PRODUCTS .00 .00 .00 .00 .00 2,693.00
0 088592 ALCOA ALUMINUM .00 1,749.00 2,161.50 .00 .00 .00
0 088067 ALCOA SPECIALTY CHEMICALS 3,954.22 .00 .00 .00 .00 .00
0 010125 ALEX C FERGUSSON CO 11,548.10 1,577.20 .00 .00 .00 391.90-
0 089985 ALISO WATER MGMT AGENCIES 588.40 .00 .00 .00 .00 .00
0 088300 ALKO AMERICA .00 .00 .00 .00 1,406.99 .00
0 087555 ALL AMERICAN GOURMET 52.50 .00 .00 .00 27.50 .00
0 085103 ALL AMERICAN READY MIX IN .00 .00 40.00 .00 .00 .00
0 054663 ALL CHEMICAL .00 .00 165.00 110.00 .00 137.50
0 089888 ALL TANK TRANSPORT 1,480.00 .00 .00 .00 .00 .00
0 004436 ALLEGHENY LUDLUM STEEL 82.50 .00 55.00 .00 .00 27.50-
0 068399 ALLEGHENY LUDLUM STEEL 55.00 .00 .00 .00 .00 .00
0 080716 ALLEGHENY PARTICLEBOARD .00 .00 .00 .00 .00 250.00
0 001160 ALLENTOWN CEMENT COMPANY 97,425.99 159.16 .00 59.74- .00 2,638.31
0 008404 ALLENTOWN CEMENT COMPANY 1,041.16 .00 .00 .00 .00 .00
0 070641 ALLIANCE AGRANOMICS 10,434.02 .00 .00 .00 .00 .00
0 001630 ALLIANCE CHEMICAL COMPANY .00 .00 55.00 .00 .00 .00
0 090090 ALLIANCE FERTILIZER CORP 849.00 .00 .00 .00 .00 .00
0 085189 ALLIANCE PAINT AND COATIN .00 .00 .00 .00 .00 27.50
0 081201 ALLIED CHEMICAL 3,112.73 .00 .00 .00 .00 .00
0 020486 ALLIED COLLOIDS INC 147.00 .00 .00 .00 550.00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 072358 ALLIED PROCESSORS 137.50 .00 .00 .00 .00 302.50
0 001431 ALLIED-SIGNAL INC 196.00 435.00 4,809.38 .00 .00 .00
0 007040 ALLIED-SIGNAL INC 23,445.60 .00 .00 .00 .00 .00
0 015005 ALLIED-SIGNAL INC 62,842.71 138.00 50.00 25.00 66.00 2,787.80-
0 016035 ALLIED-SIGNAL INC 72.00 .00 .00 .00 .00 .00
0 055076 ALLIED-SIGNAL INC 1,728.00 .00 .00 .00 .00 .00
0 086928 ALLIED-SIGNAL INC 20,665.12 .00 2,576.00 .00 .00 .00
0 088974 ALLIED-SIGNAL INC 134,122.84 7,918.00 .00 .00 .00 .00
0 089481 ALLIED-SIGNAL INC 26,516.00 .00 .00 .00 .00 .00
0 089597 ALLIED-SIGNAL INC 8,809.00 .00 .00 .00 .00 .00
0 051486 ALP LIGHTING 110.00 .00 .00 .00 .00 .00
0 010685 ALPHA CHEMICAL CORP .00 .00 .00 .00 .00 82.50
0 089644 ALTERNATE CIRCUIT TECHNOL 550.00 .00 .00 .00 .00 .00
0 039045 ALUMAX ALUMINUM CORP 263.73 .00 .00 .00 .00 .00
0 079260 ALUMAX MILL PRODUCTS INC 3,269.72 .00 .00 .00 .00 .00
0 089342 ALUMINUM COMPANY OF AMERI 3,773.00 .00 .00 .00 .00 .00
0 008500 ALVA INC .00 .00 1,184.40 .00 .00 .00
0 087870 AM PEL CORP 3,931.84 .00 .00 .00 .00 .00
0 004257 AMANA REFRIGERATION INC 2,717.96 .00 .00 .00 .00 .00
0 055621 AMANA REFRIGERATION INC 738.00 .00 .00 .00 .00 .00
0 068722 AMCHEM PRODUCTS INC 1,506.00 1,363.00 .00 .00 .00 .00
0 058615 AMERADA HESS CORPORATION .00 .00 .00 .00 .00 2,909.85
0 026889 AMERIBRON INC 1,256.00 .00 .00 .00 .00 .00
0 004999 AMERICAN & EFIRD MILLS 1,062.00 .00 .00 .00 .00 .00
0 076703 AMERICAN CHEMICAL CORP .00 .00 .00 .00 27.50 137.50
0 082052 AMERICAN CHEMICAL WORKS C 367.64 .00 .00 .00 .00 3,635.00
0 002150 AMERICAN CYANAMID COMPANY 11,004.05 .00 .00 .00 27.50 212.50-
0 002220 AMERICAN CYANAMID COMPANY 830.00 .00 .00 .00 .00 .00
0 002250 AMERICAN CYANAMID COMPANY 336.00 .00 .00 .00 .00 .00
0 002260 AMERICAN CYANAMID COMPANY 72.00 .00 .00 .00 .00 .00
0 002280 AMERICAN CYANAMID COMPANY 46,636.83 .00 .00 .00 .00 .00
0 002640 AMERICAN CYANAMID COMPANY 2,244.50 .00 .00 .00 .00 .00
0 003020 AMERICAN CYANAMID COMPANY 27,835.90 .00 .00 .00 .00 825.00
0 007383 AMERICAN CYANAMID COMPANY 440.00 .00 .00 .00 .00 .00
0 009030 AMERICAN CYANAMID COMPANY 2,386.50 .00 .00 .00 .00 .00
0 011165 AMERICAN CYANAMID COMPANY 200.00 .00 .00 .00 .00 .00
0 011205 AMERICAN CYANAMID COMPANY 3,627.85 .00 .00 .00 .00 .00
0 051943 AMERICAN CYANAMID COMPANY 61,642.00 .00 .00 .00 .00 .00
0 054434 AMERICAN CYANAMID COMPANY 5,292.92 .00 .00 .00 .00 .00
0 074123 AMERICAN CYANAMID COMPANY 160,873.50 150.00 477.50 .00 350.00 150.00
0 082616 AMERICAN CYANAMID COMPANY 9,194.59 .00 .00 .00 .00 382.00-
0 085937 AMERICAN CYANAMID COMPANY 11,009.75 .00 .00 .00 .00 .00
0 086233 AMERICAN CYANAMID COMPANY 722.50 .00 .00 .00 .00 .00
0 088963 AMERICAN CYANAMID COMPANY 1,900.00 .00 .00 .00 .00 .00
0 073310 AMERICAN ELECTRIC 3,500.00 .00 .00 .00 .00 .00
0 055261 AMERICAN FIBRIT INC 473.00 .00 .00 .00 .00 .00
0 090235 AMERICAN INK AND COATING 55.00 .00 .00 .00 .00 .00
0 089912 AMERICAN LUBRICATIONG CO 838.44 .00 .00 .00 .00 .00
0 002324 AMERICAN NATIONAL CAN CO .00 110.00 .00 .00 .00 .00
0 088189 AMERICAN PACKAGING CORP 5,307.60 .00 .00 .00 .00 .00
0 053045 AMERICAN RESOURCE RECOVER 6,475.50 13,006.00 8,074.00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 083683 AMERICAN SAW & MFG CO 135.00 .00 .00 .00 .00 .00
0 025602 AMERICAN STANDARD 82.50 .00 .00 .00 .00 .00
0 057901 AMERICAN STEEL FOUNDRY .00 .00 .00 .00 .00 220.00
0 059039 AMERICAN STEEL FOUNDRY 513.00 .00 .00 .00 .00 .00
0 003260 AMERICAN SWEETENERS INC 34,260.80 .00 .00 .00 .00 .00
0 003240 AMERICAN SYNTHETIC RUBBER 27.50 .00 .00 .00 .00 .00
0 085407 AMERICAN ULTRAL SPECIALTIE .00 192.50 .00 .00 .00 .00
0 083070 AMERIPOL SYNPOL COMPANY 50.00 .00 .00 .00 .00 .00
0 008163 AMERON COMPANY .00 .00 .00 .00 .00 137.50
0 076864 AMOCO CHEMICAL COMPANY 693.00 .00 .00 .00 .00 .00
0 003949 AMOCO CHEMICAL CORP 39,826.80 .00 443.00 .00 .00 .00
0 004370 AMOCO CHEMICAL CORP 9,272.75 .00 .00 .00 .00 .00
0 009572 AMOCO CHEMICAL CORP 897.33 .00 .00 .00 .00 .00
0 002960 AMOCO OIL COMPANY 275.00 .00 .00 .00 .00 391.00-
0 003098 AMOCO OIL COMPANY 8,198.86 .00 .00 .00 .00 .00
0 003170 AMOCO OIL COMPANY 2,504.50 .00 .00 .00 .00 .00
0 071699 AMOCO OIL COMPANY 2,440.16 .00 .00 .00 .00 .00
0 055009 AMOCO PERFORMANCE PRODUCT 3,525.87 .00 .00 .00 .00 27.50
0 075656 AMOCO PERFORMANCE PRODUCT 770.00 .00 .00 .00 .00 15.00-
0 068950 AMOCO PETROLEUM ADDITIVES .00 .00 .00 .00 .00 398.00
0 018327 AMREX CHEMICAL CO INC 1,940.00 .00 .00 .00 .00 .00
0 053724 AMSPEC CHEMICAL CORP 14,615.96 .00 .00 .00 .00 7,465.65
0 086917 AMTEX 130.00 .00 .00 .00 .00 .00
0 011390 ANCHOR CONTINENTAL 110.00 .00 .00 .00 .00 .00
0 002538 ANDERSON DEVELOPMENT 3,668.70 .00 .00 .00 .00 .00
0 003037 ANDREW JERGENS COMPANY .00 .00 .00 .00 .00 55.00
0 017782 ANGUS CHEMICAL COMPANY .00 .00 .00 .00 .00 75.00-
0 018630 ANGUS CHEMICAL COMPANY 9,620.00 .00 .00 .00 .00 .00
0 079419 ANGUS CHEMICAL COMPANY 2,295.00 10,395.00 .00 .00 .00 .00
0 086864 ANGUS CHEMICAL COMPANY 74,234.45 .00 .00 .00 .00 .00
0 015040 ANHEUSER BUSCH INC .00 .00 .00 .00 .00 137.50
0 015833 ANHEUSER BUSCH INC .00 .00 .00 .00 .00 260.00
0 028341 ANHEUSER BUSCH INC 1,605.00 .00 .00 .00 .00 .00
0 053439 ANHEUSER BUSCH INC 52.52 .00 .00 .00 .00 .00
0 051241 ANHEUSER BUSCH INC .00 .00 .00 .00 .00 120.00
0 003880 ANSUL COMPANY .00 .00 .00 .00 .00 275.00-
0 079329 APACHE CHEMICAL .00 .00 .00 .00 .00 2,929.75
0 055713 APGAR OIL COMPANY 455.66 .00 .00 .00 .00 .00
0 067221 APOLLO AMERICA CORP 41,168.52 975.00 82.50 .00 .00 .00
0 067321 APOLLO CHEMICAL CORP 3,958.20 27.50- .00 .00 .00 .00
0 089545 APOLLO WATER 156.00 .00 .00 .00 .00 .00
0 005286 APPALACHIAN POWER COMPANY .00 .00 .00 .00 .00 50.00
0 086406 APPERSON CHEMICAL INC .00 .00 .00 .00 .00 27.50
0 006466 APPLETON PAPERS INC 10,779.20 .00 .00 .00 6,801.06 3,988.10
0 038520 AQUALON COMPANY 2,708.94 131.30 78.00 962.72 78.00 1,614.00
0 059153 AQUALON COMPANY 1,872.70 .00 .00 .00 .00 .00
0 026786 AQUATECH CHEMICAL INTL 1,355.00 .00 .00 .00 .00 .00
0 089339 ARANCIA INTERNATIONAL 2,129.00 .00 .00 .00 .00 .00
0 059813 ARBCO 104.00 .00 .00 .00 .00 .00
0 089870 ARCADIAN 1,339.02 .00 .00 .00 .00 .00
0 018510 ARCADIAN CORPORATION 4,485.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 066883 ARCADIAN CORPORATION 23,443.26 .00 190.00 .00 .00 155.00-
0 082479 ARCADIAN FERTILIZER L P 2,188.70 .00 .00 .00 .00 .00
0 012012 ARCHER DANIELS MIDLAND CO 2,328.50 .00 .00 .00 82.50 .00
0 002708 ARCO CHEMICAL COMPANY 16,638.37 106.00 .00 .00 .00 120.00
0 006555 ARCO CHEMICAL COMPANY 1,919.00 431.25 .00 .00 .00 .00
0 009500 ARCO CHEMICAL COMPANY 2,694.50 .00 .00 .00 .00 .00
0 084888 ARCO CHEMICAL COMPANY 1,650.00 .00 .00 .00 .00 .00
0 065457 ARIES CHEMICAL INC 4,184.00 .00 .00 .00 .00 .00
0 012448 ARISTECH CHEMICAL CORP 11,487.50 .00 .00 .00 .00 .00
0 060087 ARISTECH CHEMICAL CORP .00 .00 .00 168.00 .00 .00
0 067876 ARISTECH CHEMICAL CORP 45.00 .00 .00 .00 .00 .00
0 068276 ARISTECH CHEMICAL CORP 25,207.05 897.41 73.00 .00 .00 608.80
0 070615 ARISTECH CHEMICAL CORP 2,076.25 82.50 165.00 .00 .00 427.50
0 074203 ARISTECH CHEMICAL CORP 9,033.29 .00 .00 .00 .00 150.00-
0 081914 ARISTECH CHEMICAL CORP 398,993.11 319.00- 130.00- .00 892.01- 27.50
0 082108 ARISTECH CHEMICAL CORP .00 .00 .00 2,350.00 .00 935.00
0 085050 ARISTECH CHEMICAL CORP 19,837.95 .00 4,225.80 .00 .00 .00
0 085140 ARISTECH CHEMICAL CORP 35,739.38 .00 .00 .00 .00 458.00-
0 011579 ARKANSAS EASTMAN COMPANY 8,332.50 .00 .00 .00 .00 .00
0 004250 ARMCO INC 5,995.50 .00 55.00 .00 .00 .00
0 004500 ARMSTRONG WORLD INDUST 492.00 .00 .00 .00 .00 .00
0 004520 ARMSTRONG WORLD INDUST 6,415.02 .00 .00 .00 .00 .00
0 026490 ARMSTRONG WORLD INDUST .00 2,795.00 302.50 .00 .00 .00
0 051446 ARMSTRONG WORLD INDUST .00 .00 .00 55.00 .00 .00
0 006671 ARMTEX CORPORATION 277.00 .00 .00 .00 .00 .00
0 086125 ARNCO .00 .00 .00 .00 .00 137.50
0 079514 ARNCO CORPORATION 220.00 .00 27.50 137.50 110.00 55.00
0 000588 ARR MAZ PRODUCTS 876.40 .00 .00 .00 .00 .00
0 087061 ARROW TRANSPORTATION CO 25,470.00 14,480.00 1,221.25 2,126.25 .00 .00
0 008533 ARSYNCO INCORPORATED 918.00 .00 .00 .00 .00 .00
0 004145 ARUNDEL CORPORATION .00 .00 .00 .00 .00 113.52
0 072567 ASARCO INCORPORATED .00 .00 .00 .00 .00 27.50
0 083586 ASEA BROWN BOVERI INC 4,641.80 .00 .00 .00 .00 .00
0 085507 ASGROW FLORIDA CO .00 .00 .00 .00 .00 55.00
0 079056 ASHLAND CHEMICAL & SOLVEN .00 .00 .00 .00 .00 801.80-
0 085670 ASHLAND CHEMICAL CO 2,334.40 .00 .00 .00 .00 .00
0 001878 ASHLAND CHEMICAL COMPANY 1,172.72 .00 .00 .00 .00 .00
0 002256 ASHLAND CHEMICAL COMPANY 1,653.69 .00 .00 .00 .00 .00
0 003959 ASHLAND CHEMICAL COMPANY 1,712.25 .00 .00 .00 .00 .00
0 004010 ASHLAND CHEMICAL COMPANY 3,800.89 .00 .00 .00 .00 .00
0 004540 ASHLAND CHEMICAL COMPANY 45.00 .00 .00 .00 .00 .00
0 004780 ASHLAND CHEMICAL COMPANY 16,409.65 1,661.00 .00 .00 82.50- 737.56
0 004840 ASHLAND CHEMICAL COMPANY 260.00 .00 .00 .00 .00 .00
0 005186 ASHLAND CHEMICAL COMPANY 427.50 45.00 45.00 .00 .00 .00
0 005250 ASHLAND CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00
0 005370 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 357.50-
0 005891 ASHLAND CHEMICAL COMPANY 90.00 .00 .00 .00 .00 .00
0 006100 ASHLAND CHEMICAL COMPANY 3,499.27 .00 .00 .00 .00 .00
0 006110 ASHLAND CHEMICAL COMPANY 748.40 .00 .00 .00 .00 .00
0 006170 ASHLAND CHEMICAL COMPANY 605.00 55.00 27.50 .00 46.00 347.50
0 006686 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 112.50-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 008750 ASHLAND CHEMICAL COMPANY 3,482.20 .00 .00 .00 82.50 .00
0 008849 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 25.00-
0 009570 ASHLAND CHEMICAL COMPANY 27.50 .00 .00 .00 .00 .00
0 010078 ASHLAND CHEMICAL COMPANY .00 863.31- .00 .00 .00 .00
0 010598 ASHLAND CHEMICAL COMPANY 5,395.73 .00 1,271.00 .00 .00 234.00
0 012059 ASHLAND CHEMICAL COMPANY 5,594.20 3,260.09 .00 .00 1346.60- 84.70-
0 013995 ASHLAND CHEMICAL COMPANY 1,232.26 .00 .00 .00 .00 .00
0 018738 ASHLAND CHEMICAL COMPANY 220.00 .00 .00 .00 .00 .00
0 022016 ASHLAND CHEMICAL COMPANY 4,607.02 .00 .00 .00 .00 35.64-
0 046170 ASHLAND CHEMICAL COMPANY 3,838.20 .00 .00 .00 .00 .00
0 057158 ASHLAND CHEMICAL COMPANY 1,744.60 .00 .00 345.13 .00 .00
0 059259 ASHLAND CHEMICAL COMPANY 797.49 .00 .00 .00 .00 .00
0 059542 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 2115.45-
0 061201 ASHLAND CHEMICAL COMPANY 18,555.43 .00 .00 .00 70.00- 267.00-
0 064495 ASHLAND CHEMICAL COMPANY 8,405.65 .00 .00 .00 .00 .00
0 069529 ASHLAND CHEMICAL COMPANY 2,062.24 .00 .00 .00 .00 .00
0 069824 ASHLAND CHEMICAL COMPANY 1,890.80 .00 .00 .00 .00 .00
0 078099 ASHLAND CHEMICAL COMPANY 45.00 .00 .00 .00 .00 .00
0 080063 ASHLAND CHEMICAL COMPANY 8,121.79 .00 .00 .00 .00 .00
0 082246 ASHLAND CHEMICAL COMPANY 27.50- .00 82.50 .00 27.50 110.00
0 082834 ASHLAND CHEMICAL COMPANY 680.00 .00 .00 .00 .00 880.00
0 085433 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 143.80
0 087426 ASHLAND CHEMICAL COMPANY 4,962.00 .00 .00 .00 .00 .00
0 087538 ASHLAND CHEMICAL COMPANY 3,165.00 1,436.00 .00 .00 .00 .00
0 013635 ASHLAND OIL & REFINING CO .00 .00 48.00 .00 .00 .00
0 003025 ASHLAND PETROLEUM COMPANY 39.00 .00 .00 .00 .00 .00
0 089297 ASHTA CHEMICALS CO/ ITS 836.00 .00 .00 .00 .00 .00
0 075147 ASHTA CHEMICALS, INC 1,350.00 .00 .00 790.00 .00 160.00
0 057067 ATCHISON TOPEKA & SANTA F .00 .00 .00 .00 .00 4387.03-
0 083314 ATLANTIC CHEMICAL INTL IN 350.00 .00 .00 .00 .00 .00
0 087804 ATLANTIC COAST POLYMERS I 11,955.50 .00 .00 .00 .00 .00
0 009219 ATLANTIC CONCRETE COMPANY 409.00 .00 .00 346.67 .00 .00
0 016785 ATLANTIC CONTAINER LINES .00 .00 .00 .00 .00 100.00
0 072348 ATLANTIC CONTAINER LINES 24,946.40 153.00 575.00 .00 165.00 1,201.00
0 081315 ATLANTIC CONTAINER LINES .00 .00 .00 .00 .00 1,350.00
0 010595 ATLANTIC CONTAINER LINES 6,849.50 431.50 .00 .00 .00 .00
0 005000 ATLANTIC GELATIN 27.50 .00 .00 .00 .00 .00
0 004862 ATLANTIC REF & MARKETING 1,446.81 .00 .00 .00 .00 .00
0 081589 ATM INDUSTRIAL CORPORATIO .00 .00 .00 .00 .00 2,527.30
0 081950 ATM INDUSTRIAL CORPORATIO .00 .00 .00 .00 .00 293.25
0 080612 ATO AUSIMONT .00 .00 .00 .00 .00 4279.00-
0 083702 AUSIMONT USA INC 900.00 .00 .00 .00 .00 .00
0 088151 AUTO EXPRESS HERCULES SA 4,153.50 956.70 .00 .00 .00 .00
0 011517 AUTO EXPRESS HERCULES SA 6,120.00 6,120.00 1,260.00 .00 .00 623.70
0 081714 AUTO TRANSPORTES RACAVE 75,628.00 10,261.80 .00 283.50 642.60 .00
0 008851 AUTOLINEAS REGIOMONTANAS 32,650.20 6,071.40 .00 .00 .00 .00
0 072913 AUTOSTYLE .00 .00 .00 .00 .00 907.50
0 006760 AUTOSTYLE PLASTICS 55.00 .00 .00 .00 .00 488.00
0 005087 AUTOSTYLE PLASTICS INC 1,667.50 .00 .00 .00 .00 .00
0 085492 AVATAR CORPORATION .00 .00 .00 .00 .00 406.36
0 003562 AVERY CHEMICAL DIVISION 3,162.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 014390 AVERY PRODUCTS CORP 60,946.25 .00 .00 .00 .00 .00
0 086760 AXIM CONTRETE 2,268.24 .00 .00 .00 .00 .00
0 059324 AZON SYSTEMS INC 192.50 .00 .00 .00 .00 .00
0 061203 B D P INTERNATIONAL INC 989.19 .00 .00 .00 .00 570.00
0 087848 B D P INTERNATIONAL INC .00 .00 .00 130.00 .00 .00
0 034980 B F GOODRICH CHEMICAL CO 55.00 .00 .00 .00 .00 .00
0 035010 B F GOODRICH CHEMICAL CO 110.00 .00 .00 364.00 .00 .00
0 035040 B F GOODRICH CHEMICAL CO 1,429.44 .00 .00 .00 .00 660.00
0 035050 B F GOODRICH CHEMICAL CO 3,186.50 .00 .00 .00 .00 .00
0 035090 B F GOODRICH CHEMICAL CO 2,339.70 .00 .00 .00 .00 .00
0 069449 B F GOODRICH CHEMICAL CO 125.00 .00 .00 .00 .00 .00
0 087537 B F GOODRICH CHEMICAL CO 3,852.00 .00 .00 .00 .00 .00
0 001400 B P CHEMICALS INC .00 .00 .00 .00 .00 196.39
0 002111 B P CHEMICALS INC 247.50 .00 .00 .00 .00 .00
0 062622 B P CHEMICALS INC .00 .00 .00 .00 .00 3,052.95
0 066177 B P CHEMICALS INC 1,281.00 .00 .00 .00 .00 56.76-
0 004193 B P OIL CORPORATION 1,759.18 .00 .00 .00 252.56 .00
0 006293 B P OIL CORPORATION 200.00 .00 .00 .00 .00 .00
0 016509 B P OIL CORPORATION .00 .00 .00 .00 .00 55.00
0 053026 B P OIL CORPORATION 1,902.50 .00 .00 .00 .00 .00
0 088862 BABCOCK AND WILCOX 7,554.74 .00 1,284.00 .00 .00 .00
0 063051 BABCOCK & WILSON 4,571.00 .00 .00 .00 .00 .00
0 087183 BADGER MINING CO .00 .00 .00 .00 .00 412.50
0 086305 BADGER PAPER COMPANY 82.50 .00 .00 .00 .00 .00
0 047930 BAKER PERFORMANCE CHEMICA 81,034.95 13,420.92 .00 .00 .00 .00
0 081884 BAKER PERFORMANCE CHEMICA 27.50 .00 .00 .00 .00 .00
0 088558 BAKER PERFORMANCE CHEMICA 2,774.50 .00 .00 .00 .00 .00
0 083877 BAKOR INC 60,885.85 3,431.50 .00 .00 2,775.73 4,848.10
0 089286 BALTIMORE CITY WATER DEPT .00 1,260.00 .00 .00 .00 .00
0 072579 BALTIMORE SPECIALTY STEEL .00 .00 .00 55.00 .00 .00
0 008203 BAMBERGER POLYMERS 2,167.50 .00 55.00 165.00 55.00 137.50
0 021000 BANITE INC 3,414.00 .00 .00 .00 .00 .00
0 007030 BARCROFT COMPANY 3,045.00 .00 .00 .00 .00 .00
0 084371 BAROID DRILLING FLUIDS 27.50 .00 .00 .00 .00 .00
0 007632 BARR COMPANY .00 .00 .00 150.00 .00 4,805.00
0 057870 BARRE NATIONAL 55.00 27.50 .00 .00 123.75 55.00
0 089139 BARRERA FORWARDING AND ST 360.00 .00 .00 .00 .00 .00
0 004105 BARTON SOLVENTS INC .00 .00 .00 .00 .00 5,536.21
0 074581 BASF CANADA INC 2,732.00 .00 .00 .00 .00 80.26
0 080680 BASF CANADA INC .00 .00 82.50 .00 .00 .00
0 001274 BASF CORPORATION 26,600.50 1,683.25- 2,647.50 .00 .00 512.00
0 003580 BASF CORPORATION 910.00 .00 190.00 .00 250.00 250.00
0 004338 BASF CORPORATION 506.00 .00 .00 .00 .00 .00
0 004868 BASF CORPORATION 15,465.00 .00 .00 .00 .00 55.00-
0 005990 BASF CORPORATION 2,323.00 .00 22.00 .00 82.50 .00
0 009831 BASF CORPORATION 125.00 .00 .00 .00 .00 .00
0 016099 BASF CORPORATION 384,333.89 18,976.83 5,352.67 469.28 .00 2,620.71
0 018405 BASF CORPORATION 33,641.14 .00 150.00 .00 .00 465.32
0 023616 BASF CORPORATION 1,936.75 .00 .00 .00 .00 190.00
0 023920 BASF CORPORATION 409.50 .00 .00 .00 .00 .00
0 050371 BASF CORPORATION 140.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 050441 BASF CORPORATION 7,352.30 1,017.50 435.50 220.00 712.50 3,263.75
0 056436 BASF CORPORATION 46.00 .00 .00 .00 .00 .00
0 067997 BASF CORPORATION 5,000.00 .00 .00 .00 .00 .00
0 069679 BASF CORPORATION 10,712.81 .00 .00 .00 .00 .00
0 078930 BASF CORPORATION .00 .00 .00 .00 577.50 .00
0 082286 BASF CORPORATION 1,095.00 .00 .00 .00 .00 .00
0 086088 BASF CORPORATION 608.75 .00 .00 .00 .00 137.50-
0 086089 BASF CORPORATION 55.00 370.50 .00 .00 .00 .00
0 086092 BASF CORPORATION .00 .00 3,865.00 .00 .00 .00
0 086093 BASF CORPORATION 100.00 .00 .00 .00 .00 .00
0 086094 BASF CORPORATION 3,475.25 .00 .00 .00 .00 185.00
0 086095 BASF CORPORATION 82.50 .00 .00 .00 .00 .00
0 086253 BASF CORPORATION .00 .00 .00 .00 .00 302.50
0 087012 BASF CORPORATION 11,092.00 .00 210.00 .00 .00 .00
0 088443 BASF CORPORATION 2,600.00 .00 .00 .00 .00 .00
0 088445 BASF CORPORATION 1,920.00 .00 .00 .00 .00 .00
0 089716 BASF CORPORATION 10,155.00 .00 .00 .00 .00 .00
0 090260 BASF CORPORATION 21,035.52 .00 .00 .00 .00 .00
0 090290 BASF CORPORATION 2,797.00 .00 .00 .00 .00 50.00-
0 043360 BASF INMONT CORPORATION .00 690.00 506.00 943.00 .00 .00
0 055136 BASF INMONT CORPORATION 660.00 .00 .00 .00 .00 .00
0 058983 BASF INMONT DIV PLAN 0522 2,712.00 .00 .00 .00 .00 .00
0 009682 BASF INMONT DIV PLAN 0554 414.00 .00 .00 .00 .00 .00
0 007557 BATESVILLE CASKET COMPANY 959.00 .00 .00 .00 .00 .00
0 025878 BATTENFIELD AMERICA 1,874.00 .00 .00 .00 .00 .00
0 070609 BAXTER PHARMASEAL 656.00 .00 .00 .00 .00 .00
0 076427 BAY CHEMICAL CO 475.00 .00 .00 .00 .00 .00
0 084309 BAY SHORE VINYL COMPOUNDS 27.50 .00 .00 .00 .00 .00
0 087342 BAYER CANADA INC 8,434.40 .00 .00 .00 .00 .00
0 003670 BAYPORT CHEMICAL .00 .00 .00 .00 .00 247.50
0 026530 BAYWAY REFINING COMPANY 3,673.45 .00 .00 .00 .00 .00
0 016182 BEAR ISLAND PAPER .00 .00 .00 .00 .00 25.00
0 027535 BEATRICE FOODS .00 .00 .00 .00 .00 1,424.50
0 072403 BEAULIEU NYLON 27.50 .00 .00 .00 96.00 .00
0 023649 BEAVER ADHESIVES 1,454.00 .00 .00 .00 .00 .00
0 085777 BEAZER EAST INC .00 .00 .00 .00 .00 2,047.50
0 080952 BECKETT PAPER 1,948.10 .00 .00 .00 .00 .00
0 086888 BEECHFORK PROCESSING .00 577.50 .00 .00 .00 .00
0 055714 BEERS 126.20 .00 .00 .00 .00 .00
0 089948 BEHAN WELL SERVICE 320.00 .00 .00 .00 .00 .00
0 014028 BEIRSDORF INC 2,525.00 .00 .00 .00 .00 .00
0 086557 BELMONT PLATING 55.00 137.50 110.00 .00 .00 .00
0 052227 BELOIT CORPORATION .00 192.50 .00 .00 .00 .00
0 010535 BENBOW CHEMICAL PACKAGING 2,447.00 .00 .00 .00 .00 .00
0 082265 BENCKISER CONSUMER PRODUC 27.50 110.00 27.50 .00 .00 185.00
0 008370 BENJAMIN MOORE & COMPANY 27.50 .00 .00 .00 .00 .00
0 005572 BENZSAY & HARRISON .00 797.13 .00 1,108.16 1,948.78 3,070.73
0 022074 BERCEN CHEMICAL COMPANY 1,837.50 .00 .00 .00 .00 .00
0 012594 BERLIN & JONES COMPANY .00 .00 123.75 .00 .00 .00
0 084484 BERLISS BEARING COMPANY .00 247.50 .00 .00 .00 .00
0 003224 BETHLEHEM STEEL CORP 4,567.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 008700 BETHLEHEM STEEL CORP .00 .00 .00 .00 .00 82.50-
0 076324 BETHLEHEM STEEL CORP .00 .00 .00 .00 .00 730.00
0 001040 BETZ LABORATORIES INC 701.87 .00 .00 .00 .00 .00
0 001865 BETZ LABORATORIES INC 1,526.91 .00 .00 .00 .00 .00
0 008910 BETZ LABORATORIES INC 357.50 .00 .00 .00 .00 .00
0 016275 BETZ LABORATORIES INC 6,932.02 .00 .00 .00 .00 .00
0 055020 BETZ LABORATORIES INC 9,200.10 .00 .00 .00 .00 .00
0 068613 BETZ LABORATORIES INC 83,252.72 .00 118.98 .00 .00 .00
0 087499 BETZ LABORATORIES INC 14,821.25 .00 .00 .00 .00 .00
0 089699 BETZ LABORATORIES INC 4,229.71 .00 .00 .00 .00 .00
0 008373 BETZ PAPERCHEM INC 2,718.12 .00 .00 .00 .00 .00
0 074574 BETZ PAPERCHEM INC 110.00 .00 .00 .00 .00 .00
0 074015 BIBB MANUFACTURING CO 1,762.00 .00 .00 .00 .00 .00
0 004191 BIG THREE INDUSTRIES .00 .00 137.50 .00 .00 .00
0 008003 BIG THREE INDUSTRIES .00 .00 .00 537.00- .00 .00
0 011997 BIO LAB .00 247.50 .00 .00 .00 .00
0 081979 BIOCRAFT LABORATORIES 5,130.50 .00 768.00 .00 28.00- .00
0 082492 BIOCRAFT LABORATORIES 707.50 .00 .00 .00 .00 .00
0 081505 BLACK BEAR COMPANY .00 .00 .00 .00 .00 190.00
0 009350 BLACKMAN UHLER CHEMICAL 974.00 .00 .00 .00 .00 .00
0 089478 BLANCHESTER PMC INC 598.00 .00 .00 .00 .00 .00
0 083392 BLANDIN PAPER COMPANY 3,304.23 .00 .00 .00 .00 .00
0 000081 BLOCKSOM & COMPANY 270.00 .00 .00 .00 .00 .00
0 004990 BLUE CIRCLE CEMENT INC 55.00 .00 .00 .00 .00 .00
0 017733 BLUE CIRCLE CEMENT INC 56,824.26 50.33- 140.50- .00 .00 .00
0 009483 BLUE GRASS CHEMICAL 4,042.00 .00 .00 .00 .00 .00
0 052987 BLUE GRASS CHEMICAL 722.66 40.00 .00 .00 .00 .00
0 057829 BOC GROUP 4,622.80 .00 .00 .00 .00 .00
0 002987 BOEHME FILATEX INC 822.80 .00 .00 .00 .00 .00
0 008127 BOISE CASCADE .00 .00 .00 .00 .00 1,725.00
0 028703 BOISE CASCADE .00 .00 .00 .00 .00 90.00
0 081688 BOLIDEN INTERTRADE .00 .00 .00 .00 .00 55.00-
0 055317 BONO COTE INC 27.50 .00 .00 .00 .00 .00
0 081892 BONLAM A D DE C V .00 630.00 200.00 .00 .00 .00
0 006160 BORDEN & REMINGTON 52.52 .00 220.00- .00 .00 137.50
0 008604 BORDEN CHEMICAL 2,752.37 .00 .00 .00 .00 .00
0 010050 BORDEN CHEMICAL 330.00 .00 .00 .00 .00 .00
0 017966 BORDEN CHEMICAL 89,783.30 1,128.25 .00 .00 .00 .00
0 087685 BORDEN CHEMICAL 678.89 .00 .00 .00 .00 .00
0 082862 BORDEN INC 618.75 .00 .00 .00 .00 .00
0 087686 BOROUGH OF BROOKLYN 900.00 .00 .00 .00 .00 .00
0 087774 BOROUGH OF MANHATTAN 75.00 .00 .00 .00 .00 .00
0 087775 BOROUGH OF QUEENS 350.00 .00 .00 .00 .00 .00
0 087553 BOSTON EDISON 552.50 .00 .00 .00 .00 .00
0 003870 BOSTON EDISON COMPANY 52.52 .00 .00 .00 .00 .00
0 005252 BOSTON EDISON COMPANY 52.52 .00 .00 .00 .00 .00
0 005614 BOWATER CAROLINA CO 1,975.18 .00 .00 .00 .00 .00
0 010490 BOWATER SALES .00 .00 .00 .00 .00 1023.00-
0 087939 BREAUX PETROLEUM PRODUCTS 36.00 .00 .00 .00 .00 .00
0 065730 BRICK TOWNSHIP MUNICIPAL .00 .00 .00 .00 26.00 .00
0 083158 BRIGHTS ASSOCIATES .00 .00 .00 .00 .00 1,175.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 011010 BRISTOL MYERS COMPANY 150.00 .00 220.00 .00 .00 .00
0 013890 BRISTOL MYERS COMPANY 50.00 .00 .00 .00 .00 .00
0 051685 BRITZ CHEMICAL COMPANY 804.34 .00 .00 .00 .00 .00
0 080160 BROUCK PLASTICS 742.00 .00 .00 .00 .00 .00
0 001284 BROWN & WILLIAMSON CO 75.00 .00 .00 .00 .00 .00
0 009858 BROWN & WILLIAMSON CO 11,665.00 .00 .00 .00 .00 .00
0 008731 BROWN CHEMICAL COMPANY 1,102.98 .00 .00 52.00 367.50 514.00
0 001960 BROWN MATT FWG 5,150.00 720.00 .00 .00 .00 .00
0 089532 BROWNING & FERRIS IND/CEC 9,693.50 .00 .00 .00 .00 .00
0 071066 BROWNING & FERRIS INDUST 990.00 .00 .00 .00 .00 .00
0 075029 BROWNING FERRIS INDUSTRIE 10,135.00 .00 .00 .00 .00 .00
0 017545 BRUNING PAINT COMPANY .00 .00 .00 .00 .00 137.50
0 053577 BRUSH WELLMAN 55.00 .00 .00 .00 .00 .00
0 087328 BRUSH WELLMAN 1,608.42 .00 .00 .00 .00 .00
0 052738 BRYSON RECOVERY SERVICES .00 .00 .00 .00 .00 10,448.07
0 007646 BTL SPECIALTY RESINS CORP 4,379.88 .00 .00 .00 .00 .00
0 004775 BUCKBEE MEARS COMPANY 3,537.00 .00 .00 .00 .00 .00
0 089913 BUCKEYE CELLULOSE CO 220.00 .00 .00 .00 .00 .00
0 090016 BUCKEYE PIPE LINE CO 397.48 .00 .00 .00 .00 .00
0 006823 BUCKMAN LABORATORIES 4,635.75 .00 .00 .00 .00 797.00
0 011830 BUCKMAN LABORATORIES 20,295.60 .00 .00 .00 .00 .00
0 011940 BUFFALO COLOR CORPORATION 34,421.38 .00 .00 .00 .00 .00
0 000604 BULK CHEMICAL INC .00 .00 .00 .00 .00 27.50
0 086792 BULK CONNECTION INC 2,510.50 .00 357.50 .00 .00 350.00
0 067962 BULK CONNECTIONS .00 .00 .00 .00 .00 69.00-
0 024515 BULK DISTRIBUTION .00 .00 .00 .00 .00 371.06
0 072700 BULK MATERIALS INTERNATIO 5,127.95 .00 .00 .00 .00 .00
0 026929 BULKHAUL USA INC 39,570.19 2,303.61 .00 3,097.12 .00 .00
0 088475 BUNKER HILL PLASTICS INC 27.50 .00 .00 .00 .00 .00
0 054399 BURLINGTON INDUSTRIES 1,221.90 .00 .00 .00 .00 .00
0 073457 BURNETT ASSOCIATES LTD 4,143.74 .00 .00 .00 .00 .00
0 012690 BURRIS CHEMICAL COMPANY 429.00 .00 .00 .00 .00 .00
0 083683 BURROWS PAPER CORP 1,628.72 .00 .00 .00 .00 .00
0 089846 BUTTERBALL TURKEY CORP 1,385.50 .00 .00 .00 .00 .00
0 027228 BYK CHEMIE USA INC 474.00 .00 .00 .00 .00 .00
0 066727 C B FLEET COMPANY INC 27.50 .00 .00 .00 .00 .00
0 069360 C D R PIGMENTS & DISPERSI 41.25 .00 .00 .00 .00 .00
0 005086 C H PATRICK & COMPANY 1,992.33 .00 .00 .00 .00 .00
0 080953 C J R PROCESSING .00 .00 .00 .00 .00 110.00-
0 084563 C L HATAWAY AND SON INC .00 .00 .00 .00 .00 110.00
0 053219 C P C INTERNATIONAL 778.00 .00 .00 .00 .00 .00
0 056996 C P CHEMICALS 137.50 .00 .00 .00 .00 .00
0 019568 C P HALL COMPANY 55.00 .00 .00 .00 .00 .00
0 058804 C P I ENGINEERING SERVICE 12,668.50 .00 .00 .00 .00 222.50-
0 012820 C P S CHEMICALS 5,402.44 151.25 .00 .00 .00 5,678.38
0 023251 C P S CHEMICALS 150.00 .00 .00 .00 .00 .00
0 086791 C R SEMLER INCORPORATED 142.00 .00 .00 .00 .00 .00
0 011765 C S A LTD .00 .00 .00 .00 .00 100.00
0 082117 C S X TRANSPORTATION 1,360.00 .00 .00 .00 .00 .00
0 001101 CABOT CORPORATION 5,244.00 .00 .00 .00 .00 .00
0 010564 CABOT CORPORATION 2,450.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 042245 CABOT CORPORATION 26.26 .00 .00 .00 .00 .00
0 085775 CAL WAX CORP 1,954.60 .00 .00 .00 .00 .00
0 014677 CALABRIAN CORPORATION 3,885.60 .00 .00 .00 .00 .00
0 063307 CALABRIAN CORPORATION .00 .00 675.00 .00 .00 .00
0 089709 CALCIQUEST INC 4,300.48 .00 .00 .00 .00 .00
0 051456 CALGON CARBON COMPANY .00 .00 .00 .00 .00 7,397.20
0 086147 CALGON CARBON COMPANY .00 .00 .00 .00 .00 2,646.48
0 012910 CALGON CORPORATION 928.65 .00 55.00 .00 165.00 165.00
0 012980 CALGON CORPORATION 5,151.15 .00 .00 .00 .00 .00
0 055485 CALGON CORPORATION 1,313.30 .00 .00 .00 .00 .00
0 000208 CALGON VESTAL 3,934.81 .00 .00 .00 .00 .00
0 079913 CALIF CONSOLIDATED ENTER .00 .00 .00 .00 .00 27.50
0 090223 CALIFORNIA CEDAR PRODUCTS 611.00 .00 .00 .00 .00 .00
0 023150 CALIFORNIA OILS CORPORATION .00 .00 412.50 .00 .00 .00
0 013010 CALLAHAN CHEMICAL COMPANY .00 .00 .00 .00 .00 45.00
0 084526 CALLAWAY CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00
0 089565 CALLAWAY CHEMICAL COMPANY 137.50 .00 .00 .00 .00 .00
0 019409 CALUMET CHEMICAL CORP 55.00 82.50 .00 .00 .00 165.00
0 027338 CAMCO CHEMICAL COMPANY 2,481.80 .00 .00 .00 .00 .00
0 001774 CAMECO CORPORATION 294.25 .00 .00 .00 .00 .00
0 009613 CANADA COLOR & CHEM INC .00 79.51 .00 .00 .00 .00
0 013530 CANADA COLOR & CHEM INC .00 64.20 .00 .00 .00 2,463.60
0 082149 CANADA RESOURCES DISTRIBU .00 .00 .00 .00 .00 110.00
0 050821 CANADA SQUARE RESINS .00 .00 .00 .00 941.61 382.53
0 053750 CANADA STARCH 19,689.95 .00 .00 .00 .00 .00
0 004660 CANADA WIRE & CABLE LTD 628.00 .00 .00 .00 .00 .00
0 085384 CANADIAN GYPSUM CO. INC .00 .00 .00 .00 .00 1,051.28
0 011796 CANADIAN OXY CHEMICAL CO 14,362.95 .00 .00 .00 .00 .00
0 077004 CANADIAN PACIFIC FOREST P .00 .00 .00 .00 .00 55.00
0 077625 CANADIAN PACIFIC FOREST P 4,318.50 .00 .00 .00 .00 .00
0 080651 CANAL ELECTRIC LIGHT CO 1,980.20 .00 .00 .00 .00 .00
0 088657 CANAMERA FOODS INC 26.75 .00 .00 .00 .00 .00
0 038420 CAPE INDUSTRIES 1,620.00 .00 .00 .00 .00 .00
0 001858 CAPITAL RESIN CORPORATION 1,036.94 .00 .00 .00 .00 .00
0 085655 CAPITOL CEMENT 970.02 .00 .00 .00 .00 82.50
0 021078 CAPITOL CEMENT CORP 85,871.92 .00 .00 .00 .00 .00
0 057160 CARBONAIRE 3,823.44 125.00 .00 .00 534.00 1,028.23
0 028839 CARDINAL ALUM .00 .00 .00 55.00 .00 280.00
0 013617 CARDINAL STABILIZERS IN .00 .00 .00 .00 .00 96.00
0 028452 CARDOLITE CORPORATION 467.50 .00 .00 .00 .00 .00
0 088528 CARGAMEX 1,275.00 425.00 425.00 1,375.00 .00 .00
0 074284 CARGILL CORN PLANT .00 .00 .00 .00 42.00 1,395.23
0 000700 CARGILL INC 76,896.94 1,004.00 7.50 .00 .00 340.00-
0 003361 CARGILL INC 192.50 .00 .00 .00 .00 .00
0 013870 CARGILL INC 3,302.04 .00 55.00 .00 .00 .00
0 025407 CARGILL INC 12,162.87 .00 .00 .00 .00 .00
0 062179 CARGILL INC 25.00 .00 .00 .00 .00 .00
0 057891 CARLISLE CHEMICAL 663.00 .00 .00 .00 .00 665.00
0 050672 CARLISLE SYNTEC 1,585.33 .00 .00 .00 .00 .00
0 062798 CARTLISLE TIRE & RUBBER CO 1,427.64 .00 .00 .00 .00 .00
0 066227 CARLOS LEFFLER INC .00 .00 .00 .00 .00 165.24-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 083593 CARPLASTIC SA DE CV 360.00 3,645.00 .00 .00 .00 .00
0 089979 CARRIER CORP 5,498.92 .00 .00 .00 .00 .00
0 090105 CARRIER CORPORATION 1,540.00 .00 .00 .00 .00 .00
0 006956 CARTER WALACE INC 2,598.90 .00 .00 .00 .00 .00
0 006519 CASHCEM INC 687.50 .00 .00 1,129.00 .00 1,110.00
0 063296 CASCO COMPANY 144.45 513.60 .00 .00 .00 .00
0 088686 CASS TRANSPORT SERVICE 783.00 .00 .00 .00 .00 .00
0 068513 CASTING SUPPLY HOUSE .00 .00 331.25 .00 .00 .00
0 059957 CASTROL INC 16,021.22 .00 .00 .00 .00 .00
0 074318 CASTROL INC 1,484.80 .00 .00 .00 .00 .00
0 081025 CASTROL INC 790.78 .00 .00 .00 .00 .00
0 011016 CASTROL INDUSTRIAL CENTRA 46.00 .00 .00 .00 .00 .00
0 081784 CASTROL INDUSTRIAL CENTRA 2,775.40 .00 .00 1,941.92 .00 .00
0 088901 CATALYST GOLDEN BEAR 7,794.10 .00 .00 .00 .00 .00
0 007074 CATERPILLAR TRACTOR CO 1,382.32 .00 .00 .00 .00 .00
0 063110 CCL CUSTOM MANUFACTURING .00 .00 .00 .00 .00 75.00
0 083500 CCL CUSTOM MANUFACTURING 972.50 .00 27.50 .00 .00 2,734.50
0 083844 CCL CUSTOME MFG 110.00 .00 .00 .00 .00 .00
0 006083 CECOS INTERNATIONAL INC 50.00- .00 .00 .00 .00 .00
0 016780 CEDAR CHEMICAL CORP 560.00 .00 .00 .00 .00 .00
0 083065 CEDAR CONCEPT CORP 82.50 .00 .00 .00 .00 .00
0 069983 CELLO CHEMCIAL COMPANY .00 .00 .00 .00 913.50 .00
0 078098 CENTERLINE INDUSTRIES INC .00 .00 .00 .00 .00 460.00
0 070725 CENTRAL PRODUCTS COMPANY 1,232.00 .00 .00 .00 .00 .00
0 081361 CENTRAL STATES CAN CO 572.00 .00 .00 .00 .00 .00
0 056413 CENTURY ADHESIVES CO 55.00 .00 .00 .00 .00 .00
0 090094 CENTURY OIL ACQUISITION C 1,138.25 .00 .00 .00 .00 .00
0 012877 CERTIFIED CHEMICAL CO .00 .00 .00 .00 2,606.40 813.00
0 014444 CHALES R HABBART & SONS .00 .00 .00 9.00 .00 .00
0 076122 CHALLENGE INTERNATIONAL 6,852.50 1,450.00 .00 .00 .00 1,394.62
0 011181 CHAMPION INTERNATIONAL .00 .00 230.00- .00 .00 .00
0 015380 CHAMPION INTERNATIONAL 137.50 .00 .00 292.95 .00 4,756.31
0 028248 CHAMPION INTERNATIONAL .00 .00 .00 .00 1769.20- .00
0 028518 CHAMPION INTERNATIONAL 10,695.00 .00 .00 .00 .00 .00
0 056203 CHAMPION INTERNATIONAL 1,549.12 .00 .00 .00 .00 .00
0 005402 CHAMPION PAPER COMPANY 4,550.00 .00 .00 .00 .00 .00
0 085840 CHARDON OIL CO INC .00 .00 .00 .00 .00 27.50
0 065421 CHARLOTTE CHEM .00 .00 .00 .00 .00 150.00
0 088938 CHEATHAM CHEMICAL 55.00 1,233.50 .00 .00 .00 .00
0 009113 CHEM TREND INCORPORATED 2,416.80 .00 .00 .00 .00 .00
0 083303 CHEMAID INCORPORATED 492.50 .00 .00 .00 .00 .00
0 000093 CHEMCENTRAL CORPORATION .00 .00 180.00 .00 .00 415.00
0 002134 CHEMCENTRAL CORPORATION 5,397.50 .00 .00 .00 .00 .00
0 004076 CHEMCENTRAL CORPORATION 302.50 .00 .00 .00 .00 137.50
0 008838 CHEMCENTRAL CORPORATION .00 55.00 .00 .00 .00 .00
0 015457 CHEMCENTRAL CORPORATION 137.50 .00 330.00 .00 .00 1,225.00
0 088870 CHEMCENTRAL CORPORATION 962.31 40.00 .00 .00 .00 .00
0 076770 CHEMCENTRAL CORPORATION 2,168.95 .00 .00 .00 .00 .00
0 077305 CHEMCENTRAL CORPORATION 2,065.20 .00 .00 .00 .00 .00
0 087680 CHEMCENTRAL CORPORATION 436.50 .00 .00 .00 .00 .00
0 008046 CHEMETALS INT'L INC 2,602.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 005540 CHEMFIL CORPORATION 687.90 .00 .00 .00 .00 423.40
0 004075 CHEMICAL CORP OF AMERICA .00 1,356.75 .00 .00 .00 .00
0 083400 CHEMICAL DISTRIBUTOR .00 .00 .00 .00 .00 21.00
0 016030 CHEMICAL DISTRIBUTORS INC 27.50 .00 .00 .00 .00 .00
0 072417 CHEMICAL LEAMAN INTERNATI 22,480.99 2,985.10 315.24 205.33- 382.50 78.84
0 051384 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 350.00
0 073641 CHEMICAL LEAMAN TANK LINE 208.00- .00 .00 .00 .00 .00
0 084385 CHEMICAL MARKETING .00 .00 .00 .00 .00 2,140.50
0 089632 CHEMICAL MARKETING ASSOC 1,645.00 .00 .00 .00 .00 .00
0 053786 CHEMICAL POLLUTION CONTRO 963.32 .00 481.66 .00 .00 .00
0 084495 CHEMICAL RAINBOW TANK CLE .00 .00 .00 4,050.00 4,185.00 9,400.00
0 001924 CHEMICAL RESOURCES INC 5,850.68 .00 .00 .00 .00 .00
0 011478 CHEMICAL SERVICES COMPANNY .00 .00 .00 .00 .00 247.80
0 014201 CHEMICAL WASTE MANAGEMENT .00 192.50 .00 .00 .00 .00
0 070858 CHEMICAL WASTE MANAGEMENT 1,291.50 .00 .00 .00 .00 .00
0 079963 CHEMICAL WASTE MANAGEMENT 29,447.00 .00 .00 .00 .00 .00
0 076601 CHEMICAL WAY CORPORATION 5,917.48 .00 .00 .00 .00 .00
0 006719 CHEMIONICS CORPORATION 110.00 .00 .00 .00 .00 .00
0 009242 CHEMLINK PETROLEUM 72.00 .00 .00 .00 .00 481.25
0 000723 CHEMPAC LTD 4,820.00 .00 .00 .00 .00 .00
0 078599 CHEMPAK 632.50 62.50 27.50 55.00 55.00 495.00
0 003774 CHEMPLY INCORPORATED .00 .00 .00 .00 .00 605.00
0 013139 CHEMPLY INCORPORATED 451.00 .00 300.00 50.00 55.00 3,283.20
0 079621 CHEMQUEST 27.50 .00 .00 .00 .00 .00
0 088510 CHEMREAL CORP 1,642.39- .00 .00 .00 .00 .00
0 089156 CHEMREAL INC 1,249.80 .00 .00 .00 .00 .00
0 004735 CHEMRON CORPORATION 7,886.40 1,301.25 .00 .00 1,801.42 1,208.45
0 086232 CHEMRON CORPORATION 15,387.50 .00 .00 2,830.00- 2,700.00 1,755.00
0 085733 CHEMSTREAM .00 .00 .00 .00 .00 6,462.22
0 064649 CHEMSUN INC .00 .00 .00 .00 .00 1,163.14-
0 069160 CHEMTALL INCORPORATED 7,647.45 82.50 .00 .00 .00 .00
0 051629 CHEMTECH INTERNATIONAL 4,861.50 275.00 .00 247.50 .00 .00
0 071010 CHEMTECH INTERNATIONAL 1,409.15 .00 .00 .00 .00 .00
0 016230 CHEMTECH PRODUCTS 1,962.75 .00 .00 .00 .00 .00
0 075712 CHERRY HILL CONSTRUCTION .00 .00 .00 .00 .00 951.35
0 083239 CHERRY HILL CONSTRUCTION .00 .00 .00 .00 .00 570.00
0 016080 CHESAPEAKE CORPORATION 110.00 .00 .00 .00 .00 .00
0 080470 CHESAPEAKE HARDWOOD .00 .00 .00 .00 .00 137.50
0 007484 CHESEBROUGH PONDS 45.00 .00 .00 .00 .00 .00
0 021225 CHESEBROUGH PONDS 790.00 3,266.97 100.00 .00 480.00 .00
0 001604 CHEVRON CHEMICAL COMPANY 110.00 .00 .00 .00 .00 .00
0 005604 CHEVRON CHEMICAL COMPANY 1,381.98 .00 .00 .00 .00 .00
0 008172 CHEVRON CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00
0 015950 CHEVRON CHEMICAL COMPANY 16,836.57 .00 .00 .00 .00 .00
0 016520 CHEVRON CHEMICAL COMPANY 108,165.97 .00 .00 .00 .00 110.00-
0 021148 CHEVRON CHEMICAL COMPANY 5,040.00 .00 .00 .00 .00 .00
0 023077 CHEVRON CHEMICAL COMPANY 2,743.90 .00 .00 .00 .00 264.40
0 060248 CHEVRON CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00
0 068370 CHEVRON CHEMICAL COMPANY 1,691.69 .00 .00 .00 .00 .00
0 078516 CHEVRON CHEMICAL COMPANY 90.00 .00 .00 .00 .00 .00
0 082179 CHEVRON CHEMICAL COMPANY 787.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 088986 CHEVRON CHEMICAL COMPANY 10,682.08 .00 .00 .00 .00 .00
0 003078 CHEVRON U S A INC 518.40 1,961.13 .00 .00 .00 .00
0 004618 CHEVRON U S A INC 3,371.50 .00 .00 .00 .00 .00
0 006624 CHEVRON U S A INC 206.25 .00 .00 .00 .00 27.50
0 088985 CHEVRON U S A INC 4,282.00 .00 .00 .00 .00 .00
0 075964 CHEVRON U S A INC 36,883.39 77.91 25.92 340.80 587.04 21.00
0 088077 CHEVRON U S A INC 2,733.41 .00 .00 .00 .00 .00
0 016430 CHICAGO MAGNET WIRE CORP 2,368.00 .00 .00 .00 .00 .00
0 089705 CHOICE TRANSPORTATION 7,793.06 .00 .00 .00 .00 .00
0 087960 CHRISTY CORP 567.00 1,703.50 425.53 .00 .00 .00
0 051186 CHRYSLER CORP .00 .00 .00 .00 .00 220.00
0 053375 CHRYSLER CORP 110.00 .00 .00 137.50 .00 .00
0 088803 CHRYSLER CORP .00 824.40 970.47 .00 184.73 607.88
0 064343 CHUBB NATIONAL FOAM 3,559.84 .00 .00 .00 .00 .00
0 085701 CHUBB NATIONAL FOAM 82.50 55.00 .00 .00 .00 .00
0 087006 CHUSEI USA INC 100.00 340.00- .00 .00 .00 .00
0 006549 CIBA GEIGY CORPORATION 6,510.36 .00 .00 55.00 .00 .00
0 008095 CIBA GEIGY CORPORATION 285.00 .00 .00 .00 .00 .00
0 012952 CIBA GEIGY CORPORATION 69,138.48 .00 .00 .00 .00 .00
0 014711 CIBA GEIGY CORPORATION .00 .00 .00 .00 .00 577.50-
0 016560 CIBA GEIGY CORPORATION 141,022.10 2,898.70 1,187.00 62.95 .00 .00
0 019324 CIBA GEIGY CORPORATION 135.00 .00 .00 .00 .00 .00
0 021705 CIBA GEIGY CORPORATION 1,495.50- .00 .00 .00 850.00 137.50
0 021725 CIBA GEIGY CORPORATION 265.00 .00 .00 .00 .00 .00
0 024191 CIBA GEIGY CORPORATION 32,636.40 1,000.00 .00 .00 100.00 200.00
0 032240 CIBA GEIGY CORPORATION 3,848.00 .00 .00 .00 .00 .00
0 066773 CIBA GEIGY CORPORATION 1,810.00 .00 .00 .00 .00 302.00
0 075083 CIBA GEIGY CORPORATION 1,857.10 .00 .00 .00 1,807.10- .00
0 078953 CIBA GEIGY CORPORATION 8,869.60 .00 .00 .00 .00 .00
0 078659 CIBA GEIGY CORPORATION 3,125.00 .00 .00 .00 .00 .00
0 088799 CIBA GEIGY CORPORATION 12,933.80 .00 .00 .00 .00 .00
0 089199 CIBA GEIGY CORPORATION .00 364.50- .00 .00 .00 .00
0 073887 CIBA-GEIGY SA MEXICANA SA 125.00 .00 .00 .00 .00 .00
0 012324 CIBRO PETROLEUM PRODUCTS 1,650.00 .00 .00 .00 .00 .00
0 007616 CITGO PETROLEUM CORP .00 .00 .00 .00 .00 131.22
0 090219 CITGO PETROLEUM CORP 211.56 .00 .00 .00 .00 .00
0 007793 CITY OF AKRON .00 .00 .00 .00 .00 55.00
0 007684 CITY OF NIAGRA FALLS .00 .00 .00 .00 .00 27.50
0 051676 CITY OF TULSA .00 .00 .00 137.50 .00 .00
0 022127 CITY OF WICHITA 27.50 .00 .00 .00 .00 .00
0 023943 CL INDUSTRIES INC .00 .00 .00 .00 .00 220.00
0 016910 CLAIROL INC 110.00 .00 .00 .00 .00 106.50
0 027083 CLARK FILTER 65.00 .00 .00 .00 .00 .00
0 008468 CLAUSSEN COMPANY .00 .00 .00 .00 82.50 82.50
0 078190 CLAYTON CORPORATION 82.50 .00 .00 .00 .00 .00
0 077149 CLEAN HARBORS INC 1,000.00 .00 .00 .00 .00 .00
0 012610 CLOROX COMPANY 2,253.60 .00 .00 .00 .00 .00
0 024856 CLOUD CORPORATION 65.00 .00 .00 .00 .00 .00
0 050888 CLOUGH CHEMICAL 10,656.60 .00 .00 .00 .00 .00
0 027341 CMX INC .00 .00 .00 .00 .00 3633.34
0 004829 COASTAL EAGLE POINT OIL 137.50 .00 .00 .00 .00 1,299.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 075773 COASTAL ENGINERRED PROD 450.00 .00 .00 .00 .00 82.50
0 007233 COASTAL OIL NEW YORK INC 2,800.00 .00 .00 .00 .00 .00
0 007487 COASTAL REFINING & MARKET 80.00 .00 .00 .00 .00 .00
0 012501 COCA COLA BOTTLING CO 110.00 .00 .00 .00 .00 .00
0 064269 COCA COLA BOTTLING CO .00 .00 110.00 .00 .00 110.00
0 070788 COCA COLA BOTTLING CO 27.50 .00 .00 .00 .00 .00
0 001828 COCA COLA USA 1,227.50 302.50 632.50 .00 .00 1,690.00
0 084947 COCA COLA USA 976.35 .00 .00 .00 .00 .00
0 086866 COCHEM .00 .00 .00 .00 .00 55.00
0 065614 COLDMATIC REFREGERATION .00 .00 .00 .00 .00 82.50
0 008915 COLE CHEMICALS & DIST 405.78 259.62 .00 .00 .00 .00
0 055392 COLFAX INC .00 .00 .00 .00 .00 604.50
0 017810 COLGATE PALMOLIVE COMPANY 1,429.00 68.75 .00 .00 .00 343.75
0 063709 COLGATE PALMOLIVE COMPANY .00 .00 .00 .00 .00 172.50
0 017647 COLONIAL OIL INDUSTRIES .00 .00 .00 .00 .00 27.50
0 076467 COLONIAL PIPELINE 013245 4,965.66 .00 .00 .00 .00 .00
0 064151 COLORCON 538.54 .00 .00 .00 .00 .00
0 001084 COLORITE PLASTICS .00 .00 .00 .00 .00 6,800.00
0 090161 COLUMBIA FOREST PRODUCTS 302.50 .00 .00 .00 .00 .00
0 018540 COLUMBUS MC KINNON CO 2,208.73 .00 .00 .00 .00 .00
0 003319 COMMANDING OFFICER .00 275.00 .00 .00 220.00 2,159.50
0 000522 COMMERCIAL PRODUCTS .00 .00 .00 .00 .00 440.00
0 076707 COMMONWEALTH OIL CORP .00 1,100.00 .00 .00 .00 .00
0 061877 COMPAC CORP 18,000.00 .00 .00 .00 .00 .00
0 066021 COMPONENTES MECANICAS 112,443.59 .00 1,050.30 26,885.60 .00 5,046.20-
0 006266 COMPRESSIN POLYMERS 4,164.00 .00 .00 .00 .00 .00
0 004180 CONCORD CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00
0 081832 CONE MILLS CORPORATION 275.00 .00 .00 .00 .00 .00
0 063457 CONICA CORP 45.00 .00 .00 .00 .00 2,452.50
0 002354 CONOCO IN 2,746.50 .00 .00 .00 .00 .00
0 006918 CONOCO IN 2,417.60 .00 .00 .00 .00 .00
0 056721 CONOCO IN 26,471.44 .00 .00 .00 .00 .00
0 087226 CONOCO IN 1,277.80 .00 .00 .00 .00 .00
0 077099 CONQUEST CHEMICALS & DIST 562.50 .00 .00 .00 .00 .00
0 086518 CONRAIL CORPORATION .00 .00 .00 .00 .00 980.85
0 059357 CONSOLIDATED ALUMINUM 348.84 .00 .00 .00 .00 .00
0 080077 CONSOLIDATED COAL COMPANY 880.34 .00 .00 .00 .00 .00
0 009590 CONSOLIDATED PAPER INC .00 .00 .00 .00 90.00- .00
0 017661 CONSOLIDATED RAIL CORP 2,497.00 .00 .00 .00 .00 .00
0 087835 CONSOLIDATED RAIL CORP 4,489.50 .00 .00 .00 .00 3,448.00
0 088780 CONSOLIDATED RAIL CORP .00 .00 3,721.25 2,876.25 3,120.00 .00
0 080682 CONTAINER CARE 513.75 .00 .00 .00 .00 .00
0 019580 CONTAINER CORP OF AMERICA 27.50 .00 .00 .00 .00 .00
0 056926 CONTAINER CORP OF AMERICA 192.50 .00 .00 .00 .00 75.00
0 061348 CONTAINER CORP OF AMERICA .00 612.00 .00 .00 .00 .00
0 068766 CONTAINER CORP OF AMERICA 4,315.40 .00 .00 .00 .00 .00
0 027704 CONTINENTAL CAN COMPANY .00 55.00 .00 .00 .00 .00
0 001583 CONTINENTAL INDUSTRY CH .00 .00 137.50- .00 .00 .00
0 086296 CONTINENTAL TRAFFIC SVC I 192.00 .00 .00 .00 .00 .00
0 084445 CONVENIENCE KING INC .00 .00 .00 .00 .00 315.00
0 084908 CONWAY INTERMODAL .00 .00 .00 .00 .00 383.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 019350 CONWELL OIL CORPORATION 4,715.25 .00 .00 .00 .00 .00
0 028621 COOK COMPOSITES & POLYMER 8,923.10 110.00 .00 .00 .00 1,010.80
0 081570 COOK COMPOSITES & POLYMER 82.50 .00 .00 .00 .00 .00
0 090053 COOK FAMILY FOODS 27.50 .00 .00 .00 .00 .00
0 023247 COOKSON PIGMENTS INC 447.66 27.50 .00 .00 .00 265.00
0 083700 COOKSON PIGMENTS INC 1,548.92 .00 .00 .00 .00 .00
0 000287 COOLEY INC .00 .00 .00 .00 .00 55.00
0 090104 COON INDUSTRIES 1,117.00 .00 .00 .00 .00 .00
0 082195 COOPER OIL TOOL CO .00 .00 .00 .00 .00 82.50
0 086380 COOPER POWER 927.58 .00 .00 .00 .00 .00
0 077730 COOPER POWER SYSTEMS 12,306.14 27.50- .00 .00 .00 .00
0 088884 COOPER POWER SYSTEMS .00 .00 3,253.60 .00 .00 .00
0 019550 COOPERS CREEK CHEM CORP 2,015.00 .00 .00 .00 .00 .00
0 020180 COPOLYMER RUBBER 7 chem 7,324.15 .00 .00 .00 .00 .00
0 019660 CORNING GLASS COMPANY 30,774.04 .00 .00 .00 .00 .00
0 077840 CORNWALL CHEMICALS LTD 256.80 .00 .00 .00 32.10 2,439.60
0 077165 CORRECTIONAL ENTERPRISES 137.50 .00 .00 .00 .00 .00
0 088671 CORRIGATED CONTAINER CO 7,517.05 .00 .00 .00 .00 .00
0 007658 CORWOOD LABS INC .00 27.50 .00 61.50 .00 .00
0 005084 COSCO INCORPORATED 1,169.00 .00 .00 .00 .00 .00
0 084801 COUNTRYMARK CO-OP .00 .00 .00 .00 .00 45.00
0 024209 COUNTY LINE QUARRY 990.94 .00 .00 .00 .00 .00
0 083232 COURTAULDS AEROSPACE 1,000.00 .00 .00 .00 .00 .00
0 086543 COURTAULDS AEROSPACE 15,233.42 .00 .00 .00 .00 .00
0 081030 COURTNEY INDUSTRIES CORP 16,001.00 484.10- 808.60 97.50- .00 2,245.69-
0 089928 COVENANT COAL 45.00 .00 .00 .00 .00 .00
0 021801 CRANE & COMPANY 6,411.15 .00 .00 .00 .00 .00
0 058793 CRESCENT INKS INC .00 .00 .00 .00 .00 200.00
0 015095 CRODA INC 25,561.65 .00 .00 .00 .00 .00
0 025515 CROMPTON & KNOWLES CORP 65.65 .00 .00 .00 .00 402.50
0 083585 CROMPTON & KNOWLES CORP 1,067.50 .00 .00 .00 .00 .00
0 003121 CROSS OIL & REFINING CO 1,086.90 .00 .00 .00 .00 .00
0 084456 CROSSFIELD CHEMICAL CO .00 .00 .00 .00 .00 150.00
0 005819 CRYSTAL TISSUE 3,566.22 .00 884.13 396.37 .00 .00
0 075159 CSSI .00 .00 .00 .00 .00 1,732.80
0 055606 CUMBERLAND FARMS 275.00 .00 .00 .00 .00 .00
0 080424 CUSTOCHEN 1,086.25 .00 .00 1,056.25 .00 .00
0 083446 CUSTOM CHEMICAL 519.78 .00 .00 .00 .00 .00
0 005710 CUSTOM INTERCHEM INC. .00 552.91 .00 .00 .00 .00
0 050889 CUSTOM PAPERS GROUP 150.50 .00 .00 .00 .00 .00
0 020960 CYANAMID OF CANADA 22,492.42 .00 454.75 1,107.75 1,516.60 417.25
0 064733 CYANAMID OF CANADA 6,560.61 .00 .00 .00 .00 .00
0 078444 CYANAMID OF CANADA 8,838.20 4,643.80 .00 .00 .00 .00
0 079499 CYANAMID OF CANADA .00 .00 .00 465.45 .00 .00
0 028644 CYCLOPS CORPORATION 82.50 .00 .00 .00 .00 .00
0 020615 CYRO CANADA INC 357.50 .00 .00 .00 .00 .00
0 013957 CYRO INDUSTRIES 48.00 .00 .00 .00 .00 .00
0 051009 CYRO INDUSTRIES 12,220.50 210.70 .00 .00 .00 .00
0 083233 D K ENTERPRISES .00 .00 .00 .00 .00 1,330.00
0 082898 DAIR FARM PRODUCTS .00 .00 .00 .00 .00 200.00
0 016909 DANA CORPORATIONS 110.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 021193 DANA TRANSPORT 4,500.00 .00 .00 .00 .00 .00
0 021130 DANIEL INTERNATIONAL 220.00 .00 .00 .00 .00 .00
0 003546 DAUBERT CHEMICAL COMPANY 2,512.95 .00 .00 .00 .00 .00
0 007617 DAVID MICHAEL & CO INC .00 .00 .00 .00 677.50 .00
0 089123 DAVIDSON INTERIOR TRIM/TE 27.50 110.00 .00 .00 .00 .00
0 068296 DAVIDSON INTERIOR/TEXTRO .00 .00 .00 .00 .00 220.00
0 021300 DAVIDSON RUBBER COMPANY .00 .00 .00 .00 .00 125.50
0 026355 DAVIDSON RUBBER COMPANY 192.50 .00 .00 .00 .00 75.00-
0 008333 DAVOLIN PAINT .00 .00 .00 .00 .00 137.50
0 052104 DAY-GLO COLOR .00 .00 .00 .00 .00 302.50
0 078485 DE GUSSA CORP 10,121.00 .00 .00 .00 .00 1,400.00
0 089531 DE GUSSA CORP 82.50 .00 .00 .00 .00 .00
0 005111 DEFENSE ACCOUNTING OFFICE 103,514.97 5,506.00 9,532.50 8,775.00 82.50 21,911.39
0 054724 DEFT INC .00 .00 .00 .00 .00 75.00-
0 018063 DELCO ELECTRONICS CORP .00 .00 .00 .00 .00 443.00
0 090191 DELTA AIR INCORPORATED 735.00 .00 .00 .00 .00 .00
0 005675 DELTA CORRUGATED .00 .00 .00 .00 .00 55.00
0 010309 DELTA DISTRIBUTORS INC 1,923.90 .00 .00 .00 .00 .00
0 006232 DELTA INDUSTRIAL COATINGS .00 .00 27.50 .00 .00 .00
0 016361 DELTA LABORATORIES .00 .00 .00 .00 .00 45.00
0 078183 DELTA PETROLEUM PRODUCTS 943.50 .00 .00 .00 .00 .00
0 022120 DELTA SOLVENTS & CHEM CO 3,075.00 .00 .00 .00 .00 .00
0 071918 DELTECH CORP 103,948.65 .00 125.00- .00 75.50 2,396.25
0 052649 DEMENNO KERDOON .00 .00 .00 .00 .00 210.00-
0 076789 DENA CORP .00 .00 .00 .00 .00 55.00
0 079647 DENALT CHEMICALS .00 .00 .00 .00 .00 88.81
0 023743 DENCO INDUSTRIES .00 .00 .00 .00 .00 150.46
0 004722 DENNIS CHEMICAL 55.00 .00 .00 .00 .00 .00
0 026905 DEPT OF ENVIRONMENTAL .00 .00 .00 .00 82.50 55.00
0 083033 DERIVADOS 540.00 .00 .00 .00 .00 .00
0 086117 DESIGN TIME INC .00 .00 .00 .00 .00 92.00
0 026965 DETREX CHEMICAL IND 1,695.31 .00 .00 .00 .00 .00
0 090049 DEUTSCH CO 1,306.40 .00 .00 .00 .00 .00
0 005716 DEXTER CORPORATION 681.75 .00 .00 .00 .00 .00
0 070571 DEXTER CORPORATION .00 .00 .00 .00 .00 875.00
0 087436 DEXTER ELECTRONIC MATERIA 683.60 .00 .00 .00 .00 .00
0 058691 DEXTRAN PRODUCTS .00 .00 64.20- .00 .00 .00
0 077658 DIAL CORPORATION 2,925.00 .00 .00 .00 .00 .00
0 068163 DICEY MILLS INC .00 .00 .00 .00 .00 50.00
0 002224 DICKLER CHEMICAL INC .00 .00 .00 .00 .00 55.00
0 090144 DIRECTOR, DFAS INDIANAPOLI 6,742.00 .00 .00 .00 .00 .00
0 068258 DISPOSAL SYSTEMS INC .00 .00 .00 .00 120.00 835.96
0 023240 DISTILLATION PRODUCTS IND 55.00 .00 .00 .00 .00 .00
0 007627 DIVERSEY CORPORATION 412.50 412.50 385.00 137.50 165.00 137.50
0 090320 DIVERSEY CORPORATION .00 .00 .00 .00 .00 475.O0
0 085771 DIVERSEY FABRILIFE CORP 27.50 .00 .00 .00 .00 .00
0 086621 DIVERSIFIED CHEMICAL PROD .00 .00 830.00 1,620.00 1,715.00 4,045.00
0 089178 DIVERSIFIED CHEMICAL PROD 68.75 .00 .00 .00 .00 .00
0 083423 DIVEX .00 .00 .00 .00 .00 21,319.00
0 067209 DIXIANA MILL .00 .00 .00 .00 .00 45.00
0 055868 DOBER CHEMICAL CORP 27.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 023500 DOCK RESINS CORP 165.00 .00 .00 .00 .00 .00
0 023790 DOFASCO INC 1,598.48 128.40 .00 .00 .00 761.84
0 088599 DOMFER METALS 64.20 .00 .00 .00 .00 .00
0 004594 DOMINION COLOR COMPANY 1,324.66 .00 .00 .00 .00 .00
0 001972 DOMINION FOAM CORPORATION 2,977.50 .00 .00 .00 .00 .00
0 003430 DOMINO SUGAR CORPORATION .00 .00 .00 .00 82.50 .00
0 011953 DOMINO SUGAR CORPORATION 55.00 .00 .00 .00 2,608.48 .00
0 068503 DOMINO SUGAR CORPORATION 247.50 .00 .00 .00 82.50 1,908.00
0 081755 DOMTAR GYPSUM 55.00 .00 .00 .00 .00 .00
0 083704 DORAN TEXTILES INC 459.00 459.00- .00 .00 .00 .00
0 010365 DOUBLE EAGLE STEEL CTG CO 12,524.20 209.00 222.50 .00 .00 1,330.00
0 065478 DOUBLE ENVELOPE CO .00 .00 .00 .00 .00 55.00
0 085232 DOVE AVIATION INC 4,727.00 565.50 1,238.00 .00 .00 2,051.60
0 085233 DOVE AVIATION INC 2,191.00 .00 .00 .00 .00 .00
0 004383 DOW CHEMICAL CANADA 152.00 .00 .00 .00 .00 .00
0 023960 DOW CHEMICAL CANADA INC 134,081.06 .00 .00 .00 .00 .00
0 064061 DOW CHEMICAL CANADA INC 12,238.73 .00 .00 .00 .00 .00
0 066788 DOW CHEMICAL CANADA INC 45.00 .00 .00 .00 .00 .00
0 072210 DOW CHEMICAL CANADA INC 27.50 220.00 1,159.88 .00 .00 .00
0 086408 DOW CHEMICAL CANADA INC 90.00 .00 .00 .00 .00 .00
0 009195 DOW CHEMICAL COMPANY 720.00 .00 .00 .00 .00 .00
0 011679 DOW CHEMICAL COMPANY 60.00 .00 .00 .00 .00 1,931.52
0 011904 DOW CHEMICAL COMPANY 455.00 .00 .00 .00 .00 .00
0 023320 DOW CHEMICAL COMPANY 5,939.04 .00 .00 .00 .00 .00
0 024000 DOW CHEMICAL COMPANY 71,633.64 .00 .00 .00 .00 673.26-
0 024250 DOW CHEMICAL COMPANY 49,107.29 3,400.00 .00 .00 .00 90.00
0 024300 DOW CHEMICAL COMPANY 12,773.00 577.50 120.00 360.00 .00 156.96-
0 024470 DOW CHEMICAL COMPANY 115,175.54 .00 1,823.50 289.00- 1,761.00 3,393.52-
0 027705 DOW CHEMICAL COMPANY 8,529.38 .00 .00 .00 .00 .00
0 051018 DOW CHEMICAL COMPANY 4,125.00 1,315.00 .00 .00 .00 .00
0 065107 DOW CHEMICAL COMPANY 130.00 .00 .00 .00 .00 .00
0 069669 DOW CHEMICAL COMPANY 9,444.68 .00 45.00 1,024.24 225.00 641.90
0 079935 DOW CHEMICAL COMPANY .00 .00 .00 .00 .00 120.00-
0 083413 DOW CHEMICAL COMPANY 17,746.00 .00 .00 .00 .00 .00
0 083890 DOW CHEMICAL COMPANY 25,394.88 9,315.00 .00 .00 .00 .00
0 085838 DOW CHEMICAL COMPANY 560.00 .00 .00 .00 .00 .00
0 089563 DOW CHEMICAL COMPANY 675.00 .00 .00 .00 .00 .00
0 083615 DOW CHEMICAL COMPANY USA 1,286,481.99 1,475.66 1,100.75 1,628.38 1,960.14 507.36
0 087784 DOW CHEMICAL COMPANY USA 58,131.51 67.50 425.71 65.00 .00 .00
0 086251 DOW CORNING CORP./INTRA 550.00 .00 .00 .00 .00 .00
0 000299 DOW CORNING CORPORATION 1,523.20 .00 .00 .00 .00 .00
0 023740 DOW CORNING CORPORATION 4,390.13 .00 .00 .00 .00 .00
0 024110 DOW CORNING CORPORATION 10,955.60 .00 140.00 .00 .00 137.50
0 024490 DOW CORNING CORPORATION 27,687.12 8,712.00- .00 .00 .00 .00
0 028115 DOW CORNING CORPORATION 522.00 .00 .00 .00 .00 .00
0 056578 DOW CORNING CORPORATION 5,052.13 .00 .00 .00 .00 .00
0 081047 DOW ELANCO .00 .00 .00 .00 .00 55.00-
0 058216 DOW INTERNATIONAL/DOMESTI 6,090.00 5,594.00 .00 .00 .00 .00
0 090156 DOW NORTH AMERICA 2,075.32 .00 .00 .00 .00 .00
0 086269 DOW USA 10,096.20 1,002.50 1,275.00 .00 .00 .00
0 005873 DOW USA EASTERN DIVSION 45.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 083418 DOW USA LOUISIANA DIVISIO .00 .00 .00 .00 .00 140.00-
0 083607 DOW USA MICHIGAN DIVISION .00 .00 .00 .00 .00 142.60-
0 077331 DOWBRANDS INC 6,313.67 .00 58.99 .00 .00 .00
0 082283 DOWELANCO 225.00 .00 .00 .00 .00 .00
0 086164 DOWELANCO/MICHIGAN DIVISI 55,464.88 .00 .00 .00 .00 .00
0 026271 DOWELL SCHLUMBERGER INC 3,677.60 .00 .00 .00 .00 282.50
0 054303 DOWELL SCHLUMBERGER INC .00 .00 .00 .00 .00 3,535.75-
0 082930 DOWELL SCHLUMBERGER INC .00 .00 .00 .00 .00 160.00
0 083426 DOWELL SCHLUMBERGER INC .00 .00 .00 .00 .00 60.00
0 055205 DOWN RIVER 805.00 .00 .00 .00 .00 .00
0 012054 DREW CHEMICAL COMPANY 603.00 538.61 .00 .00 .00 4,390.19
0 001569 DREXEL CHEMICAL COMPANY 3,865.40 .00 .00 .00 .00 .00
0 015300 DREXEL CHEMICAL COMPANY 1,481.30 .00 334.50 .00 .00 300.00
0 064082 DRYDEN OIL COMPANY 2,081.76 .00 .00 .00 .00 140.00
0 024476 DSM CHEMICALS 790.00 .00 .00 .00 .00 .00
0 024500 DUBOIS CHEMICALS INC 55.00 .00 .00 .00 55.00 .00
0 059629 DUBROOK .00 .00 .00 .00 .00 1,096.00
0 078848 DUCK BACK PRODUCTS 3,186.25 .00 .00 .00 .00 .00
0 078852 DUCK BACK PRODUCTS 6,572.50 .00 .00 .00 .00 .00
0 087203 DUNCOR ENTERPRISES INC .00 .00 .00 .00 .00 7,294.94
0 000469 DUPONT OF CANADA LTD 271,008.06 3,432.09 3,218.30 1,525.30 555.00 8,603.98
0 012140 DUPONT OF CANADA LTD 3,672.97 .00 .00 .00 .00 .00
0 028685 DURAL PRODUCTS .00 .00 .00 .00 .00 .00
0 009281 DURON PAINT INC .00 .00 .00 .00 .00 125.00
0 080110 DUTCH CHEMICALS 27.50 .00 .00 .00 .00 .00
0 006205 DYNA TECH ADHESIVES INC 27,264.20 156.00 .00 .00 .00 .00
0 076753 DYNAGEN INC 50.00 .00 .00 .00 .00 50.00-
0 074053 E DAVIS .00 .00 .00 .00 .00 55.00
0 010753 E F HOUGHTON & COMPANY 742.50 .00 .00 570.00 272.50 4,591.14
0 061583 E F HOUGHTON & COMPANY 2,568.51 62.62 .00 .00 .00 583.68
0 005002 E I DUPONT 27.50 .00 .00 .00 .00 .00
0 007731 E I DUPONT 388.50 .00 .00 .00 .00 .00
0 008056 E I DUPONT 540.00 .00 .00 .00 .00 .00
0 012340 E I DUPONT 3,118.50 .00 .00 .00 .00 .00
0 025030 E I DUPONT 65.00 .00 .00 .00 .00 .00
0 025080 E I DUPONT 302.00 .00 .00 .00 .00 896.00
0 025240 E I DUPONT .00 .00 .00 .00 .00 3,366.00
0 055075 E I DUPONT 528,840.89 6,009.86 2,420.24 952.44 .00 5,056.66
0 055447 E I DUPONT 100.00 .00 .00 .00 .00 .00
0 056579 E I DUPONT 15,097.50 .00 .00 .00 .00 .00
0 063426 E I DUPONT 3,785.15 .00 .00 .00 .00 .00
0 066073 E I DUPONT 3,000.00 1,000.00 .00 1,000.00 2,000.00 .00
0 085286 E I DUPONT 5,886.50 .00 .00 .00 .00 .00
0 085859 E I DUPONT 28,080.00 .00 .00 .00 .00 .00
0 014493 E I DUPONT FMIS 2,169,841.83 18,210.04 6,881.45 881.30- .00 5,336.93-
0 072709 E N S R OPERATIONS 427.00 .00 715.00 854.00 427.00 .00
0 054117 E R CARPENTER COMPANY INC .00 .00 .00 .00 .00 27.50-
0 020954 EASTECH CHEMICAL INC 3,219.00 .00 .00 .00 .00 200.00
0 079581 EASTERN CONSOLIDATED UTIL .00 .00 .00 .00 .00 2,080.60
0 089287 EASTMAN CHEMICAL 220.00 .00 .00 .00 .00 .00
0 060638 EASTMAN CHEMICAL COMPANY 5,975.00 110.00 .00 .00 567.50 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 081470 EASTMAN CHEMICAL COMPAY 20,595.77 1,030.00 .00 .00 .00 .00
0 025910 EASTMAN KODAK COMPANY 29,681.45 .00 .00 .00 .00 .00
0 061182 ECCLESTONE INDUSTRIAL CHE 753.00 .00 .00 .00 .00 140.00
0 074611 ECHOLAB INC .00 .00 516.50 .00 .00 .00
0 075645 ECOLAB INC .00 .00 2,397.87 2,429.97 .00 .00
0 088059 ECOLOCHEM INC 157.56 .00 .00 .00 .00 .00
0 029875 ECONOMICS LABORATORY INC 82.50 .00 .00 .00 .00 .00
0 029885 ECONOMICS LABORATORY INC 27.50 .00 .00 .00 .00 .00
0 057079 EDDIE MERCER INC 150.00 .00 .00 .00 .00 .00
0 060540 EDWARDS HIGH VACUUM 1,285.00 .00 .00 .00 .00 .00
0 086161 EKA NOBEL INC 9,419.00 .00 .00 .00 .00 .00
0 089894 EKA NOBEL INC 4,774.00 .00 .00 .00 .00 .00
0 070153 EL PASO REFINING .00 .00 .00 .00 .00 140.00
0 000155 ELF ATOCHEM 583.00 5,094.50 .00 .00 .00 .00
0 004633 ELF ATOCHEM .00 .00 .00 .00 .00 1,400.00
0 013140 ELF ATOCHEM 577.50 .00 .00 433.75 .00 .00
0 023058 ELF ATOCHEM 4,589.31 .00 .00 .00 .00 .00
0 026312 ELF ATOCHEM 146,396.11 19,892.40 3,774.50 .00 850.40 969.00
0 051650 ELF ATOCHEM 26,459.50 82.50 .00 .00 .00 61.85
0 058913 ELF ATOCHEM 2,452.00 .00 .00 .00 .00 .00
0 062400 ELF ATOCHEM 4,916.00 .00 95.00 .00 .00 .00
0 074194 ELF ATOCHEM 44,980.70 .00 .00 1,680.90 .00 .00
0 074198 ELF ATOCHEM 1,951.34 2,195.54 1,995.00 .00 .00 .00
0 074672 ELF ATOCHEM 3,351.00 .00 1,202.00 .00 .00 1,086.50-
0 075485 ELF ATOCHEM 13,642.00 .00 .00 .00 .00 .00
0 078878 ELF ATOCHEM 33,142.00 2,911.00- .00 1,416.25 .00 464.00
0 078696 ELF ATOCHEM 1,536.40 560.30 .00 .00 .00 650.00
0 080328 ELF ATOCHEM 2,757.50 .00 .00 .00 .00 182.00
0 081660 ELF ATOCHEM 19,439.20 .00 .00 .00 .00 .00
0 082103 ELF ATOCHEM 3,003.75 .00 .00 .00 .00 .00
0 086400 ELF ATOCHEM 3,626.50 .00 .00 .00 .00 380.00
0 089036 ELF ATOCHEM 3,585.42 .00 .00 .00 .00 .00
0 089149 ELF ATOCHEM 3,438.00 1,139.90 .00 .00 .00 .00
0 081674 ELI LILLY & COMPANY INC 852.50 .00 .00 .00 .00 .00
0 008583 ELIZABETHTOWN WATER CO .00 .00 26.00 .00 .00 .00
0 005049 ELKEM METALS COMPANY 1,475.00 .00 .00 .00 .00 .00
0 090041 ELLIOTT BROTHER STEEL CO 2,302.40 .00 .00 .00 .00 .00
0 089694 EMBALLAGE ST JEAN 64.20 .00 .00 .00 .00 .00
0 089151 EMERY WORLDWIDE 45.00 .00 .00 .00 .00 .00
0 080551 EML ENTERPRISES 110.00 .00 55.00 .00 .00 27.50
0 006839 EMPAK INCORPORATED 110.00 522.50 .00 .00 .00 897.50
0 088481 EMPAK INCORPORATED .00 .00 .00 420.00 .00 .00
0 050301 EMPIRE MARBLE .00 .00 .00 .00 .00 82.50
0 062559 EMS AMERICAN GRILON 75.00 .00 .00 .00 .00 .00
0 023421 ENGELHARD CORPORATION .00 .00 25.00 75.00 .00 150.00
0 024773 ENGELHARD CORPORATION 27.50 .00 .00 .00 .00 .00
0 050874 ENSCO INC .00 .00 .00 .00 .00 2,474.00
0 087383 ENSI .00 .00 .00 .00 .00 130.00
0 073171 ENSING PRODUCTS .00 .00 385.00 .00 .00 .00
0 084737 ENSOLITE INC 110.00 .00 .00 .00 .00 .00
0 082429 ENTROPEX 659.66 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 087498 ENVIRODYNE CORPORATION 308.30 .00 .00 .00 .00 9,840.00
0 076869 ENVIRODYNE SYSTEMS 192.50 .00 .00 .00 .00 .00
0 088902 ENVIRONMENTAL PRODS & SER .00 3,120.00 1,560.00 .00 .00 .00
0 084884 ENVIRONMENTAL PRODUCTS & .00 .00 .00 .00 .00 3,750.00
0 089482 ENVIRONMENTAL WASTE CONTR 216.00 .00 .00 .00 .00 .00
0 089525 ERGON REFINING INC 2,162.00 .00 .00 .00 .00 .00
0 075320 ERIE COKE CORPORATION 137.50 1,402.50 .00 .00 .00 460.00
0 064693 ERVIN KAHLER IND .00 .00 .00 160.00 .00 .00
0 074828 ESSEX GROUP 165.00 .00 .00 .00 .00 .00
0 082238 ESSEX SPECIALTY COMPANY 9,211.00 .00 .00 .00 .00 .00
0 006964 ESSO CHEMICAL CANADA 119.50 .00 .00 .00 .00 .00
0 054461 ESSO CHEMICAL CANADA 9,340.11 .00 .00 .00 1,156.53 .00
0 055563 ESSO PETROLEUM CANADA 2,898.00 .00 .00 .00 2,832.50 3,037.18
0 063293 ESSO PETROLEUM CANADA 2,805.60 .00 .00 .00 .00 .00
0 015676 ESSROC MATERIALS INC .00 .00 .00 .00 .00 1,843.79
0 056330 ESSROC MATERIALS INC 12,671.21 .00 .00 .00 .00 1,747.66
0 087931 ETHICHEM CORP 82.50 .00 .00 .00 .00 .00
0 006586 ETHYL CANADA INC 5,509.90 .00 .00 .00 .00 .00
0 006291 ETHYL CORPORATION 66,718.07 658.04 .00 .00 .00 .00
0 009091 ETHYL CORPORATION 136.25 .00 .00 .00 .00 82.50
0 017157 ETHYL CORPORATION 4,673.25 117.00 .00 .00 .00 115.00
0 028470 ETHYL CORPORATION 5,348.75 .00 .00 .00 .00 .00
0 028480 ETHYL CORPORATION 37,298.85 275.00 211.00 .00 117.50 .00
0 087530 ETHYL CORPORATION 13,187.85 .00 .00 .00 .00 .00
0 088429 ETHYL CORPORATION 27.50 .00 .00 .00 .00 .00
0 026600 ETHYL PETROLEUM ADDITIVES .00 .00 .00 .00 .00 1,877.66
0 029955 ETHYL PETROLEUM ADDITIVES 14,241.75 .00 .00 .00 .00 295.00
0 067769 ETHYL PETROLEUM ADDITIVES .00 .00 .00 .00 1,870.00 .00
0 088788 ETHYL PETROLEUM ADDITIVES 14,302.84 .00 .00 .00 .00 .00
0 053449 EUCLID CHEMICAL COMPANY 860.14 .00 .00 .00 .00 .00
0 079079 EURO GULF INC .00 .00 .00 .00 .00 2,770.04
0 075435 EVANS ADHESIVES CORP 80.00 .00 .00 .00 .00 .00
0 010074 EVANS CHEMETICS 137.50 .00 .00 .00 .00 .00
0 028530 EVANS CHEMETICS 4,628.59 .00 .00 .00 .00 .00
0 011171 EVANS COOPERAGE CO INC 41.25- .00 .00 .00 .00 .00
0 016945 EVANS COOPERAGE CO INC .00 .00 .00 .00 .00 2,145.00
0 004957 EVERETT V MOSER .00 .00 .00 131.84- .00 .00
0 075527 EVERGREEN OIL CO 693.00 .00 .00 .00 42.00 .00
0 065613 EXCEL OF TENNESSEE INC 82.50 .00 .00 .00 .00 .00
0 087102 EXCEL TSD INC 19,288.32 750.00 1,725.00 1,350.00 .00 .00
0 086689 EXPERT FREIGHT INC OF GA .00 1,603.90 .00 .00 .00 164.32
0 089661 EXPRESS CONTAINER SERVICE 211.50 .00 .00 .00 .00 .00
0 001309 EXXON CHEMICAL AMERICAS 5,711.50 .00 120.00 .00 .00 120.00
0 010101 EXXON CHEMICAL AMERICAS 1,740.46 .00 .00 .00 .00 2,213.30
0 027820 EXXON CHEMICAL AMERICAS 1,084.00 .00 .00 .00 .00 .00
0 027890 EXXON CHEMICAL AMERICAS 4,267.80 .00 .00 .00 .00 2030.50-
0 027990 EXXON CHEMICAL AMERICAS 27,058.00 .00 .00 .00 .00 .00
0 057483 EXXON CHEMICAL AMERICAS 13,393.86 .00 .00 .00 .00 .00
0 075564 EXXON CHEMICAL AMERICAS .00 .00 .00 .00 .00 534.00
0 080405 EXXON CHEMICAL AMERICAS .00 .00 .00 .00 .00 220.00
0 031440 EXXON CHEMICAL COMPANY 4,780.15 .00 .00 .00 .00 165.00-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 078839 EXXON CHEMICAL COMPANY 6,469.16 404.48- .00 .00 .00 .00
0 084361 EXXON CHEMICAL COMPANY 6,000.00 .00 .00 .00 .00 .00
0 020176 EXXON CHEMICAL TRADING IN .00 .00 .00 .00 .00 52.00
0 005676 EXXON COMPANY U S A 2,574.00 .00 .00 .00 .00 .00
0 008450 EXXON COMPANY U S A 2,847.50 .00 .00 .00 .00 27.50
0 015731 EXXON COMPANY U S A 22.50 .00 .00 .00 .00 .00
0 027810 EXXON COMPANY U S A 2,243.00 .00 1,119.50 .00 .00 375.00
0 055439 EXXON COMPANY U S A 440.00 .00 .00 .00 .00 .00
0 058602 EXXON COMPANY U S A 11,643.75 .00 1,120.00 .00 .00 2,336.00
0 062083 EXXON COMPANY U S A .00 .00 .00 .00 .00 370.80
0 072963 EXXON COMPANY U S A 1,085.00 .00 .00 1,085.00 .00 .00
0 084967 EXXON COMPANY U S A 358.00 .00 .00 .00 .00 .00
0 090198 EZE MANUFACTURING N W INC 532.50 .00 .00 .00 .00 .00
0 056169 F E COOPER LUMBER 944.81 .00 .00 .00 .00 .00
0 003207 F M C ACG CORPORATION 9,621.50 .00 .00 .00 .00 .00
0 016882 F M C ACG CORPORATION 14,230.36 .00 .00 .00 .00 .00
0 013391 F M C ACG CORPORATION 27.50 .00 .00 .00 .00 .00
0 030570 F M C ACG CORPORATION 132,417.25 .00 .00 238.00 .00 .00
0 057800 F M C ACG CORPORATION 61,693.57 3,667.40 .00 .00 .00 .00
0 075431 F M C ACG CORPORATION .00 .00 .00 .00 .00 394.28-
0 084436 F M C ACG CORPORATION 13,833.90 2,310.00 .00 .00 .00 192.50-
0 005210 F M C CORPORATION .00 723.00 945.00 .00 .00 .00
0 005619 F M C CORPORATION 4,040.00 20.00 .00 .00 .00 .00
0 023007 F M C CORPORATION 6,328.00 .00 .00 .00 1,208.80 702.00-
0 030450 F M C CORPORATION 467.50 .00 .00 .00 .00 265.00
0 030540 F M C CORPORATION 9,900.00 3,450.00 .00 .00 .00 .00
0 030550 F M C CORPORATION 55.00 .00 .00 30.00 .00 .00
0 058950 F M C CORPORATION 302.50 .00 .00 .00 .00 .00
0 074661 F M C CORPORATION .00 .00 .00 .00 130.50- .00
0 079274 F M C CORPORATION 1,936.00 .00 .00 .00 .00 .00
0 079950 F M C CORPORATION .00 .00 .00 1,360.00- .00 .00
0 080136 F M C CORPORATION 2,366.50 284.00 322.00- 80.00 27.50 .00
0 082984 F M C CORPORATION 35,177.85 2,663.26 3,949.33 1,612.00 .00 1,171.00
0 008578 F M C CORPORATION / LITHI 547.00 .00 .00 .00 .00 82.50
0 008846 F M C CORPORATION / LITHI 21,676.48 .00 .00 .00 .00 320.00
0 056935 FAESY & BESTHOFF INC 2,282.00 .00 .00 .00 .00 .00
0 001533 FAR RESEARCH INC 192.50 .00 .00 .00 .00 .00
0 003501 FARLEY CHEMICAL & SOLVENT 45.00 .00 .00 .00 .00 .00
0 008142 FARMLAND INDUSTRIES 1,326.80 .00 .00 .00 .00 .00
0 052043 FARMLAND INDUSTRIES 305.00 .00 .00 .00 .00 .00
0 081409 FAVESA 220.00 .00 .00 .00 .00 .00
0 001429 FEDERAL PAPERBOARD CO .00 80.00 .00 .00 .00 .00
0 077354 FERRANTI PACKARD INC 192.50 .00 .00 .00 .00 .00
0 089109 FERRANTI PACKARD INC 4,486.42 .00 .00 .00 .00 .00
0 032035 FERRO CORPORATION 19,199.70 .00 .00 .00 .00 320.00
0 089537 FERTIZONA INC 315.00 .00 .00 .00 .00 .00
0 052886 FIBER-LITE CORP 512.00 .00 .00 .00 .00 .00
0 005595 FIEDALE CORP 450.00 .00 .00 .00 .00 .00
0 006430 FIELDALE CORPORATION 350.00 .00 .00 .00 .00 .00
0 079639 FIELDCREST CANNON INC 472.00 .00 .00 .00 .00 .00
0 090034 FIL-PAK CO 2,992.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 008339 FINA OIL & CHEMICAL CO .00 .00 688.50- .00 .00 .00
0 009009 FINA OIL & CHEMICAL CO 33,485.26 2,480.62 .00 1,260.25 .00 552.21
0 012827 FINA OIL & CHEMICAL CO 3,982.00 .00 .00 .00 75.00 .00
0 087833 FINA OIL & CHEMICAL CO 1,968.75 .00 .00 .00 .00 .00
0 029430 FINCH PRUYN CO INC .00 55.00 .00 .00 .00 .00
0 000251 FINDETT CORPORATION 1,540.00 .00 .00 .00 .00 .00
0 053835 FINDLEY ADHESIVES INC 3,678.00 .00 .00 .00 .00 .00
0 075583 FIRESTONE BLDG PRODUCTS C .00 .00 .00 .00 .00 215.00
0 054265 FIRESTONE BLDG PRODUCTS P .00 .00 .00 .00 .00 357.50
0 006112 FIRESTONE TIRE & RUBBER 110.00 .00 .00 .00 .00 .00
0 078347 FIRMENICH INC 1,746.30 .00 .00 .00 .00 .00
0 082301 FIRMENICH INC 82.50 .00 .00 .00 .00 .00
0 089868 FIRST BRANDS 10,651.53 .00 .00 .00 .00 .00
0 013671 FIRST BRANDS CORPORATION 5,482.80 .00 3,608.23 .00 .00 .00
0 076800 FIRST BRANDS CORPORATION 1,135.00 .00 .00 .00 .00 .00
0 083167 FIRST BRANDS INDUSTRIES C 2,379.60 .00 .00 .00 .00 .00
0 012230 FIRST CHEMICAL CORP 5,471.98 .00 .00 .00 .00 .00
0 012086 FISH CHEMICAL & EQUIPMENT 220.00 .00 .00 .00 .00 55.00
0 009275 FISHER GUIDE DIV OF GM .00 .00 .00 .00 .00 146.00-
0 029830 FISHER SCIENTIFIC 696.00 .00 .00 .00 .00 .00
0 071965 FIVE STAR FINISHING INC 415.00 .00 .00 .00 .00 .00
0 077923 FLEISCHMANNS YEAST 201.60 .00 .00 .00 .00 .00
0 028070 FLETCHER OIL & REFINING .00 .00 1,044.80 .00 .00 .00
0 088456 FLETCHER OIL & REFINING .00 .00 .00 862.00 .00 .00
0 000805 FLEX PRODUCTS 82.50 .00 .00 .00 .00 .00
0 077095 FLEXCON COMPANY INC 275.00 .00 .00 .00 .00 .00
0 071879 FLEXEL INC 1,225.30 .00 .00 .00 .00 .00
0 065351 FLEXI FLO TERMINAL .00 .00 .00 .00 .00 100.00
0 014380 FLEXI FLO-CON RAIL .00 .00 .00 .00 .00 451.00
0 029870 FLEXIBLE PRODUCTS CO INC 2,706.15 .00 .00 .00 .00 .00
0 084513 FLINT INK CORPORATION .00 .00 .00 874.40- .00 .00
0 088437 FLOUR A LIFE 39.00 .00 .00 .00 .00 .00
0 061231 FLUID PACKAGING CD 825.00 137.50 220.00 .00 192.50 467.50
0 008908 FOAM ENTERPRISES INC 100.00 .00 .00 .00 .00 .00
0 075173 FOAMEX CORPORATION .00 .00 275.00 .00 .00 .00
0 076986 FOAMEX CORPORATION 110.00 .00 .00 .00 .00 110.00-
0 001028 FOAMEX PRODUCTS INC 27.50 .00 .00 .00 .00 .00
0 072630 FOAMEX PRODUCTS INC .00 .00 .00 .00 .00 330.00
0 079364 FOAMEX PRODUCTS INC 27.50 .00 .00 .00 .00 .00
0 072892 FOAMSEAL INCORPORATED 1,688.55 .00 .00 .00 .00 .00
0 078438 FOAMTEK INC 45.00 .00 .00 .00 .00 .00
0 055717 FOGEL FUEL SERVICE 352.82 .00 .00 .00 .00 .00
0 068512 FOOTE MINERAL COMPANY .00 .00 .00 .00 .00 260.00
0 002776 FORD MOTOR COMPANY 82.50 .00 .00 .00 .00 .00
0 010329 FORD MOTOR COMPANY 612.00 .00 .00 .00 .00 233.84
0 013152 FORD MOTOR COMPANY .00 .00 .00 .00 .00 433.50
0 030640 FORD MOTOR COMPANY .00 .00 .00 45.00 .00 .00
0 032625 FORD MOTOR COMPANY 82.50 .00 .00 .00 .00 .00
0 051990 FORD MOTOR COMPANY 1,340.00 .00 .00 .00 .00 48.00
0 060637 FORD MOTOR COMPANY 310.00 137.50 407.50 25.00 190.00 997.50
0 067943 FORD MOTOR COMPANY 17,379.52 .00 .00 .00 .00 643.40
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 068564 FORD MOTOR COMPANY 376.04 .00 .00 .00 .00 .00
0 071854 FORD MOTOR COMPANY 9,085.00 .00 .00 .00 .00 .00
0 075630 FORD MOTOR COMPANY .00 192.50 .00 .00 .00 27.50
0 078175 FORD MOTOR COMPANY 1,417.58 .00 .00 .00 .00 .00
0 079241 FORD MOTOR COMPANY .00 .00 .00 .00 434.00 1,773.50
0 084827 FORD MOTOR COMPANY 715.00 .00 .00 .00 .00 .00
0 057983 FORMOSA PLASTICS CORP 55.00 .00 .00 .00 .00 .00
0 079372 FORMOSA PLASTICS CORP 540.00 .00 .00 .00 .00 3,174.90
0 065235 FORT HOWARD PAPER COMPANY 137.50 .00 .00 .00 .00 .00
0 023699 FORT ORANGE PAPER CO INC .00 .00 .00 .00 .00 123.75
0 083344 FORTIFIBER CORP 45.00 .00 .00 .00 .00 .00
0 004476 FOX RIVER PAPER MILLS INC 834.20 .00 .00 .00 .00 .00
0 039580 FRANCIS BARNES 886.96 .00 .00 .00 .00 .00
0 004806 FRANKLIN INTERNATIONAL 10,596.10 .00 .00 .00 .00 .00
0 003963 FRANKLIN OIL COMPANY .00 .00 137.50 .00 .00 .00
0 011493 FRANKLIN PLASTICS .00 .00 110.00 .00 27.50 79.00
0 002241 FRASER PAPER CO LTD 135.00 7,872.78 .00 .00 .00 .00
0 086341 FREEDOM TEXTILE CHEM GROU 220.00 .00 .00 .00 .00 .00
0 085954 FRESH PAK .00 .00 .00 .00 .00 878.72
0 090069 FRITO LAY 82.50 .00 .00 .00 .00 .00
0 085240 FRITZ COMPANIES INC .00 .00 .00 .00 .00 322.00
0 086873 FUEL TANK MAINTENANCE 1,052.00 .00 .00 .00 .00 .00
0 077759 FUJI PHOTO FILM INC 165.00 .00 .00 .00 .00 .00
0 081021 FULCO CHEMICAL SPECIALTY 1,932.00 .00 .00 .00 .00 .00
0 065009 FULLER SALES 13,438.34 4,445.93 1,961.62 .00 .00 .00
0 090220 FUTURE FOAM INC 41.25 .00 .00 .00 .00 .00
0 060429 G A F CORPORATION .00 .00 .00 .00 .00 110.00
0 090037 G A F CORPORATION 260.00 .00 .00 .00 .00 .00
0 087075 G F I 502.00 .00 .00 .00 .00 .00
0 056706 G J CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00
0 001225 G K TECHNOLOGIES 165.00 .00 .00 .00 .00 .00
0 028240 G R FOAM PRODUCTS CORP .00 110.00 .00 .00 .00 .00
0 088922 G S ROBINS .00 .00 .00 .00 392.80 .00
0 004170 G S ROBINS & COMPANY 4,347.70 .00 84.00- .00 .00 .00
0 076922 G S ROBINS & COMPANY 267.50 .00 .00 .00 .00 .00
0 061056 G T S TRANS 712.50 .00 .00 .00 .00 .00
0 050606 G W SMITH & SONS 1,685.12 120.00 .00 .00 .00 .00
0 083375 GABRIEL CHEMICALS INC 23,925.55 .00 .00 .00 .00 395.18
0 001137 GAGE PRODUCTS COMPANY 36.00 .00 .00 .00 .00 .00
0 027801 GALLADE CHEMICAL COMPANY 238.00 .00 .00 .00 .00 .00
0 011444 GANTRADE CORPORATION .00 330.00 .00 .00 .00 .00
0 081114 GANTRADE CORPORATION 26,280.10 .00 48.00 .00 .00 .00
0 058520 GARDNER ASPHALT 1,682.79 .00 .00 .00 .00 .00
0 020809 GARRETT OIL COMPANY .00 .00 .00 .00 .00 892.34
0 004931 GARRISON FUEL COMPANY 183.00 .00 .00 .00 .00 .00
0 010274 GARY CORP .00 27.50 .00 .00 .00 .00
0 088163 GATEWAY ADDITIVES 1,485.00 .00 .00 .00 .00 .00
0 074770 GAYLORD CHEMICAL CORP 2,559.94 .00 .00 .00 .00 .00
0 058659 GAYLORD CONTAINER CORPORA .00 .00 .00 .00 .00 27.50
0 005457 GAYLORD CONTAINERS LIMITED 27.50 .00 .00 .00 .00 .00
0 083654 GE CANADA .00 .00 .00 .00 .00 110.00-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 074842 GEBHARDT-VOGEL TANNING CO .00 .00 .00 .00 .00 695.00
0 050616 GEHRING MONTGOMERY INC 781.28 .00 .00 .00 .00 .00
0 033820 GENCORP POLYMER PRODUCTS 422.10 .00 .00 .00 .00 51.27
0 082546 GENECOR 6,791.75 .00 .00 .00 .00 .00
0 016471 GENERAL CHEMICAL CORP .00 1,059.72 .00 .00 .00 .00
0 032710 GENERAL CHEMICAL CORP 7,530.25 693.50 .00 27.50 27.50 4,617.00
0 053283 GENERAL CHEMICAL CORP 185,458.98 1,564.24 2,120.66 963.00 1,222.00 1,046.11
0 053948 GENERAL CHEMICAL CORP 55.00 .00 .00 .00 .00 82.50
0 055677 GENERAL CHEMICAL CORP 2,172.00 .00 .00 .00 .00 .00
0 057006 GENERAL CHEMICAL CORP 4,176.26 .00 82.50 .00 .00 .00
0 061414 GENERAL CHEMICAL CORP 110.00 .00 .00 .00 .00 55.00
0 024573 GENERAL DYNAMICS CORP .00 .00 .00 .00 .00 1,373.50
0 082498 GENERAL ELECTRIC CANADA 5,207.50 .00 .00 540.00 .00 270.00
0 010310 GENERAL ELECTRIC COMPANY 2,185.00 .00 .00 .00 .00 .00
0 018099 GENERAL ELECTRIC COMPANY 3,608.02 .00 .00 .00 .00 .00
0 032650 GENERAL ELECTRIC COMPANY 62.50 .00 .00 .00 .00 .00
0 033200 GENERAL ELECTRIC COMPANY 74,616.48 .00 .00 .00 .00 .00
0 033220 GENERAL ELECTRIC COMPANY 880.00 27.50 .00 .00 .00 .00
0 056044 GENERAL ELECTRIC COMPANY .00 .00 .00 .00 .00 220.00-
0 061800 GENERAL ELECTRIC COMPANY 92,323.25 .00 82.50 .00 .00 .00
0 069700 GENERAL ELECTRIC COMPANY 417,669.90 10,364.66 150.00 90.00 2,752.30 5,112.32
0 081274 GENERAL ELECTRIC COMPANY 34,972.77 3,935.65 .00 .00 .00 .00
0 081275 GENERAL ELECTRIC COMPANY .00 2,470.00- 375.00- .00 .00 .00
0 081276 GENERAL ELECTRIC COMPANY 121,522.00 3,100.00 .00 20,000.00- 7,494.00- 5,952.50
0 087970 GENERAL ELECTRIC COMPANY 42,279.48 .00 .00 .00 .00 .00
0 088395 GENERAL ELECTRIC COMPANY 55.00 .00 .00 .00 .00 .00
0 088641 GENERAL ELECTRIC COMPANY 7,630.00 .00 .00 .00 .00 .00
0 010330 GENERAL ELECTRIC PLASTICS 55.00 .00 .00 60.00 120.00 .00
0 033320 GENERAL ELECTRIC PLASTICS 3,517.00 .00 .00 .00 .00 .00
0 061610 GENERAL ELECTRIC PLASTICS 11,410.50 .00 .00 .00 122.74 429.28
0 063080 GENERAL ELECTRIC PLASTICS 2,460.52 1,763.00 .00 .00 .00 .00
0 080171 GENERAL ELECTRIC PLASTICS 11,023.97 .00 440.00 .00 3,510.00 .00
0 089819 GENERAL ELECTRIC PLASTICS 60,386.50 .00 .00 .00 .00 .00
0 081072 GENERAL ELECTRIC SILICONE 173,644.50 1,995.00 2,576.00 .00 .00 .00
0 088480 GENERAL ELECTRIC SILICONE 10,946.00 .00 .00 .00 .00 .00
0 080606 GENERAL FIBER & FABRIC .00 .00 .00 .00 .00 1,829.07
0 003211 GENERAL FOAM CORPORATION 192.50 123.75 .00 .00 .00 .00
0 014240 GENERAL FOAM CORPORATION 55.00 .00 .00 .00 .00 .00
0 072532 GENERAL FORWARDING 3,400.00 .00 .00 .00 .00 .00
0 010945 GENERAL LATEX & CHEMICAL 2,690.00 .00 .00 .00 .00 .00
0 033500 GENERAL LATEX & CHEMICAL 270.00 .00 .00 .00 .00 .00
0 089088 GENERAL LATEX AND CHEMICA 27.50 .00 .00 .00 .00 .00
0 088028 GENERAL MOTORS 3,000.00 .00 .00 .00 .00 .00
0 002931 GENERAL MOTORS CORP .00 .00 .00 .00 .00 23.00-
0 003229 GENERAL MOTORS CORP .00 .00 601.80- .00 .00 23.00
0 005053 GENERAL MOTORS CORP .00 .00 .00 .00 .00 65.00-
0 006342 GENERAL MOTORS CORP .00 247.50 .00 .00 .00 .00
0 007573 GENERAL MOTORS CORP .00 .00 .00 .00 .00 27.50
0 008582 GENERAL MOTORS CORP 510.00 .00 .00 .00 .00 .00
0 009505 GENERAL MOTORS CORP 605.00 220.00 .00 .00 .00 82.50
0 028039 GENERAL MOTORS CORP 7,177.25 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 037530 GENERAL MOTORS CORP 50.00 .00 .00 .00 .00 .00
0 041130 GENERAL MOTORS CORP 4,819.00 106.00 .00 117.00 117.00 94.50
0 057252 GENERAL MOTORS CORP .00 .00 .00 .00 .00 250.00
0 067186 GENERAL MOTORS CORP 2,006.00 .00 .00 .00 .00 702.00
0 072449 GENERAL MOTORS CORP 8,039.00 .00 .00 .00 .00 .00
0 076848 GENERAL MOTORS CORP 1,375.00 220.00 247.50 605.00 137.50 2,323.75
0 076888 GENERAL MOTORS CORP .00 40.00 .00 .00 .00 912.50
0 079271 GENERAL MOTORS CORP .00 .00 .00 .00 .00 82.50-
0 085751 GENERAL MOTORS CORP 400.00 75.00 50.00 25.00 .00 .00
0 086710 GENERAL MOTORS CORP 3,610.80 1,203.60 1,226.60 413.00 413.00 .00
0 089363 GENERAL MOTORS CORP 14,707.50 .00 .00 .00 .00 .00
0 058065 GENERAL MOTORS CORP/FISHE 398.75 .00 .00 .00 .00 .00
0 022944 GENERAL SPICE 2,260.47 .00 .00 .00 .00 .00
0 064492 GENERAL TIRE .00 .00 .00 .00 .00 75.00
0 008233 GENERAL TIRE & RUBBER CO 529.50 .00 .00 .00 .00 .00
0 037430 GENERAL TIRE & RUBBER CO .00 .00 .00 .00 .00 55.00-
0 087869 GENESCO INC 137.50 .00 .00 .00 .00 .00
0 028588 GENLABS .00 .00 .00 .00 .00 161.00
0 070914 GENOVESE INDUSTRIES .00 .00 .00 .00 .00 200.00
0 080448 GEOBASE FOUNDATION SYSTEM .00 .00 .00 260.00 .00 .00
0 034020 GEORGE A GOULSTON CO 10,964.95 220.00 27.50 .00 .00 233.75
0 025323 GEORGE S COYNE 1,127.50 .00 .00 .00 .00 .00
0 026624 GEORGIA GULF CORP 280.00 .00 .00 .00 .00 .00
0 033950 GEORGIA GULF CORP 149.00 .00 .00 .00 .00 .00
0 006032 GEORGIA PACIFIC CORP 6,708.95 .00 .00 .00 .00 .00
0 007064 GEORGIA PACIFIC CORP 392.00 .00 .00 .00 .00 .00
0 007509 GEORGIA PACIFIC CORP 10,152.50 75.00 .00 27.50 .00 106.50-
0 014619 GEORGIA PACIFIC CORP 55.00 .00 .00 .00 55.00 .00
0 027395 GEORGIA PACIFIC CORP 27.50 .00 .00 .00 .00 .00
0 034140 GEORGIA PACIFIC CORP 60.00 .00 .00 .00 .00 120.00
0 034220 GEORGIA PACIFIC CORP 7,437.25 .00 .00 .00 .00 700.50
0 053728 GEORGIA PACIFIC CORP 957.00 .00 945.00 .00 .00 .00
0 080192 GEORGIA PACIFIC CORP 137.50 .00 .00 .00 .00 .00
0 081052 GEORGIA PACIFIC CORP 3,256.40 .00 .00 .00 .00 .00
0 082346 GEORGIA PACIFIC CORP 82.50 .00 .00 .00 .00 .00
0 082960 GEORGIA PACIFIC CORP 22.00 46.00 .00 21.00 21.00 42.00
0 089466 GEORGIA PACIFIC CORP 50.00 .00 .00 .00 .00 .00
0 089866 GEORGIA PACIFIC CORP 535.96 .00 .00 .00 .00 .00
0 087898 GEORGIA POWER 577.00 .00 .00 .00 .00 .00
0 090172 GEORGIA POWER CO 685.50 .00 .00 .00 .00 .00
0 034090 GEORGIA POWER COMPANY 500.00 .00 .00 .00 .00 .00
0 034100 GEORGIA POWER COMPANY 1,291.36 .00 .00 .00 .00 .00
0 034110 GEORGIA POWER COMPANY 3,642.17 .00 .00 .00 .00 .00
0 090137 GERAGHTY & MILLER 2,356.72 .00 .00 .00 .00 .00
0 054968 GIANT REFINING COMPANY .00 .00 .00 .00 .00 228.00
0 087906 GIBBS DYE CASTING .00 .00 .00 27.50 .00 .00
0 010595 GIBRALTAR CHEMICAL RESOUR 7,806.25 1,360.00 560.00 360.00 630.00 1,645.00
0 016420 GIBSON & HOMANS .00 .00 .00 .00 .00 550.00
0 084734 GILARDI ENVIRONMENTAL .00 .00 .00 .00 .00 4,420.00
0 034130 GILLETTE COMPANY 82.50 .00 .00 .00 55.00 220.00
0 034260 GIVAUDAN CORPORATION 52.52 .00 .00 .00 26.00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 004968 GLASTIC CORPORATION 1,721.00 .00 .00 .00 .00 .00
0 056962 GLASTIC CORPORATION 5,732.60 .00 .00 .00 .00 .00
0 087297 GLAXO .00 .00 .00 .00 .00 1,410.40
0 004457 GLIDDEN COMPANY 387.50 .00 .00 .00 .00 .00
0 008860 GLIDDEN COMPANY 1,487.00 .00 .00 .00 .00 .00
0 034440 GLIDDEN COMPANY 6,976.50 .00 112.75 .00 .00 .00
0 034450 GLIDDEN COMPANY 3,264.34 .00 .00 .00 55.00 55.00-
0 034870 GLIDDEN COMPANY 1,649.25 .00 .00 .00 .00 150.00
0 080236 GLIDDEN COMPANY .00 4,181.35 .00 .00 .00 .00
0 024911 GLOBAL PLASTICS CORP .00 .00 .00 .00 .00 27.50
0 057063 GLOBE MANUFACTURING CO .00 .00 .00 .00 .00 52.00
0 072518 GLOBE VEDAG 4,866.36 .00 609.90 160.50 .00 .00
0 001663 GLOUCESTER COMPANY .00 .00 .00 .00 82.50 55.00
0 079821 GNB BATTERIES INC .00 .00 .00 .00 .00 165.00
0 004692 GOLD BOND BLDG PRODUCTS 3,498.35 .00 .00 .00 .00 2,626.62
0 062238 GOLD BOND BLDG PRODUCTS .00 .00 .00 .00 .00 168.00
0 083678 GOLD BOND BLDG PRODUCTS .00 265.00 265.00 60.00 .00 175.00
0 084389 GOLD BOND BLDG PRODUCTS .00 .00 .00 .00 .00 144.00
0 085934 GOLD BOND BUILDING PRODUC 82.50 .00 .00 .00 .00 .00
0 085263 GOLD KIST INC .00 .00 .00 .00 .00 250.00
0 020412 GOLDSCHMIDT CHEMICAL 2,011.03 .00 .00 .00 .00 .00
0 068338 GOODYEAR CANADA INC 82.50 .00 .00 .00 .00 55.00-
0 072872 GOODYEAR CANADA INC 55.00 .00 .00 .00 .00 156.00
0 000472 GOODYEAR TIRE & RUBBER CO 1,659.36 1,258.28- .00 577.50 1,400.60- .00
0 002843 GOODYEAR TIRE & RUBBER CO 82.50 55.00 .00 .00 .00 412.50
0 021599 GOODYEAR TIRE & RUBBER CO .00 .00 1,636.00 75.00 50.00 74.82
0 035160 GOODYEAR TIRE & RUBBER CO 3,586.80 .00 .00 622.40 50.00 992.40-
0 035200 GOODYEAR TIRE & RUBBER CO 24,160.98 373.07 .00 1,021.84 .00 487.50
0 035440 GOODYEAR TIRE & RUBBER CO 2,891.16 .00 .00 .00 .00 .00
0 035630 GOODYEAR TIRE & RUBBER CO 1,650.59 .00 .00 .00 .00 971.89
0 036540 GOODYEAR TIRE & RUBBER CO 483.00 .00 .00 .00 .00 .00
0 069543 GOODYEAR TIRE & RUBBER CO 9,523.60 .00 1,360.25 .00 .00 .00
0 009716 GODMAN BROTHERS .00 .00 .00 .00 .00 472.00
0 065600 GOULD INC 27.50 .00 .00 .00 .00 .00
0 012306 GPM GAS CORPORATION .00 .00 .00 .00 .00 192.00
0 064050 GPM GAS CORPORATION 1,350.00 .00 .00 .00 .00 .00
0 088129 GRAHAM INSULATION 224.70 .00 .00 .00 .00 .00
0 077712 GRAHAM PRODUCTS LTD .00 .00 .00 .00 .00 1,475.50
0 075018 GRANITE CITY WASTE WATER .00 .00 80.00 .00 .00 170.00
0 010272 GRANT CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00
0 035450 GRANT CHEMICAL COMPANY 476.00 .00 .00 .00 130.00 .00
0 011118 GREAT DANE INCORPORATED 55.00 .00 .00 .00 .00 .00
0 054276 GREAT DANE INCORPORATED 55.00 .00 .00 27.50 .00 .00
0 026414 GREAT LAKES CHEMICAL 27.50 .00 .00 .00 .00 .00
0 064471 GREAT LAKES CHEMICAL CO 4,371.90 2,486.85 .00 .00 .00 .00
0 073897 GREAT LAKES CHEMICAL CORP 4,383.78 .00 .00 .00 .00 .00
0 011980 GREAT WESTERN CARPET CO 27.50 .00 .00 .00 .00 45.00
0 002276 GREAT WESTERN CHEMICAL CO 749.00 27.50 .00 .00 .00 .00
0 056625 GREAT WESTERN CHEMICAL CO 636.59 .00 .00 .00 .00 .00
0 059581 GREAT WESTERN CHEMICAL CO .00 .00 .00 .00 334.10 .00
0 015129 GREENWALD INDUSTRIAL PROD .00 .00 .00 .00 .00 80.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 090000 GREGORY RYAN INC 27.50 .00 .00 .00 .00 .00
0 088605 GRINNELL CORPORATION 1,100.88 .00 .00 .00 .00 .00
0 058094 GROW GROUP INC 412.50 .00 .00 .00 .00 .00
0 069079 GROW GROUP INC 192.50 .00 .00 .00 .00 .00
0 003946 GUARDSMAN PRODUCTS INC 1,721.09 .00 .00 .00 .00 225.00
0 074521 GUARDSMAN PRODUCTS INC 1,877.00 150.00 .00 .00 150.00 1,732.50
0 064216 GUELPH PRODUCTS 5,492.30 .00 .00 .00 .00 .00
0 085573 GULF COAST SPECIALTY PROD .00 .00 .00 .00 .00 185.00
0 052908 GULF OIL-CUMBERLAND FARM .00 .00 .00 .00 .00 90.10
0 080524 GULF OIL-CUMBERLAND FARM 1,051.00 .00 .00 .00 .00 .00
0 001796 H B FULLER COMPANY 1,839.50 .00 .00 .00 .00 .00
0 013512 H B FULLER COMPANY 925.00 2,416.75 .00 .00 .00 .00
0 016003 H B FULLER COMPANY .00 .00 .00 .00 .00 192.50
0 036265 H B FULLER COMPANY 20,314.35 2,915.00 .00 .00 .00 1,450.00-
0 052149 H B FULLER COMPANY .00 .00 .00 .00 .00 200.00
0 058093 H B FULLER COMPANY 556.00 .00 .00 .00 .00 .00
0 076926 H B FULLER COMPANY 791.00 .00 .00 .00 .00 .00
0 083223 H B FULLER COMPANY 2,766.00 .00 .00 .00 .00 .00
0 058762 H C HYDROCARBONS INC 40.00 .00 .00 .00 .00 .00
0 086736 H C I GEORGIA INC 18,026.56 .00 .00 .00 .00 .00
0 080833 H H & K BURG OIL 1,067.11 .00 .00 .00 .00 .00
0 010797 H HELLER COMPANY .00 .00 .00 .00 .00 679.50
0 086274 H HELLER COMPANY .00 .00 .00 .00 .00 6,223.45
0 063168 H L BLACHFORD INC 82.50 .00 .00 .00 .00 .00
0 036250 H R SIMON & COMPANY .00 27.50 .00 .00 .00 .00
0 089495 HAARMAN AND REIMER, S.A. 6,066.00 .00 .00 .00 .00 .00
0 052370 HAARMANN & REIMER CORP .00 .00 .00 .00 .00 55.00
0 066498 HAARMANN & REIMER CORP 4,118.00 .00 .00 .00 .00 .00
0 089603 HAARMANN & REIMER CORP 467.50 .00 .00 .00 .00 .00
0 067121 HACKENSACK WATER COMPANY 70,947.60 .00 .00 .00 .00 .00
0 039590 HALL CHEMICAL COMPANY .00 .00 .00 .00 225.00 .00
0 025325 HALLIBURTON IND SERVICES .00 .00 .00 .00 55.00 50.00
0 080454 HALLTOWN PAPERBOARD CO IN 1,225.00 .00 .00 .00 .00 .00
0 003813 HALTERMANN INCORPORATED 27.50 .00 .00 .00 .00 .00
0 075622 HAMILTON STANDARD .00 .00 .00 .00 .00 26.00
0 036880 HAMPDEN-MATHIEU CORP 341.38 .00 .00 .00 .00 2,053.15
0 011724 HAMPSHIRE CHEMICAL 412.50 .00 .00 .00 .00 .00
0 022440 HAMPSHIRE CHEMICAL CORP 6,114.00 .00 .00 .00 .00 .00
0 089585 HAMPSHIRE CHEMICAL CORP 2,175.00 .00 .00 .00 .00 .00
0 004084 HANGSTERFERS LABS INC 412.50 330.00 110.00 165.00 .00 .00
0 075900 HANLIN CHEMICALS .00 .00 .00 .00 .00 65,458.42
0 078328 HANLIN CHEMICALS .00 .00 .00 .00 .00 10,386.90
0 083049 HANLIN CHEMICALS .00 .00 .00 .00 .00 13,095.74
0 059100 HAPAG-LLOYD CONTAINER LIN 2,560.00 .00 .00 .00 .00 7,933.01
0 067915 HAPAG-LLOYD CONTAINER LIN 32,794.51 .00 .00 .00 .00 .00
0 071570 HAPAG-LLOYD CONTAINER LIN 9,976.84 .00 .00 .00 .00 .00
0 085958 HAPAG-LLOYD CONTAINER LIN .00 .00 .00 .00 .00 2,180.00
0 071756 HARBINGER .00 318.00 .00 .00 .00 .00
0 073648 HARBISON WALKER REF CO 484.00 .00 .00 .00 .00 .00
0 000109 HARCROS CHEMICAL INC 9,421.75 .00 .00 .00 .00 146.00
0 065681 HARCROS CHEMICAL INC .00 .00 .00 .00 .00 1,014.73-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 076317 HARCROS CHEMICAL INC 1,433.50 .00 .00 .00 .00 .00
0 076981 HARCROS CHEMICAL INC .00 .00 .00 .00 .00 137.50
0 082190 HARCROS CHEMICAL INC 110.00 .00 .00 .00 .00 758.35
0 082450 HARCROS CHEMICAL INC 670.80 .00 .00 .00 .00 294.00
0 087637 HARCROS PIGMENTS INC 3,989.60 .00 .00 .00 .00 .00
0 088634 HARCROSS CHEMICALS INC 1,795.20 .00 .00 .00 .00 .00
0 079369 HARCROSS PIGMENTS INC 82.50 .00 .00 .00 .00 .00
0 082499 HARDWICK CHEMICAL CO 27.50 .00 .00 .00 .00 .00
0 009162 HARRIS CORPORATION 5,140.44 .00 .00 .00 .00 .00
0 059242 HARRISON RADIATOR 82.50 .00 .00 .00 .00 .00
0 037860 HARWICK CHEMICAL CO 3,887.00 .00 .00 .00 .00 .00
0 006772 HATCO CHEMICAL CORP 27.50 .00 .00 .00 .00 .00
0 086647 HAYES DANA 55.00 .00 .00 .00 .00 .00
0 005264 HAYWOOD COMPANY 1,728.00 .00 .00 .00 .00 .00
0 088470 HCI CHEMTECH DIST INC 110.00 .00 .00 .00 .00 .00
0 005727 HEDWIN CORPORATION 1,794.00 .00 .00 .00 .00 633.00
0 038180 HEICO INC 953.58 .00 .00 .00 .00 .00
0 000827 HELENA CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00
0 012928 HELENE CURTIS INDUSTRIES 3,806.00 .00 .00 .00 .00 1,873.00
0 062503 HELENE CURTIS INDUSTRIES 220.00 .00 .00 .00 .00 .00
0 021646 HEMLOCK SEMICONDUCTOR 515.00 2,491.00 .00 .00 .00 .00
0 005156 HEMPT BROTHERS 1,142.73 .00 .00 .00 .00 .00
0 007001 HEMPT BROTHERS 293.53 .00 .00 .00 .00 .00
0 085763 HENDRICK MILES .00 .00 .00 .00 82.50 .00
0 083660 HENKEL ADHESIVES 137.50 .00 .00 .00 .00 .00
0 062762 HENKEL ADHESIVES CORPORAT 2,448.81 .00 .00 .00 .00 80.00
0 078534 HENKEL CANADA LTD 2,244.42 .00 .00 .00 .00 .00
0 078538 HENKEL CANADA LTD 85.60 .00 .00 .00 .00 .00
0 002654 HENKEL CORP 270.50 .00 .00 .00 .00 .00
0 006983 HENKEL CORP 979.90 .00 .00 .00 .00 .00
0 014019 HENKEL CORP 2,259.00 .00 .00 .00 41.25 334.25
0 022580 HENKEL CORP 29,610.52 .00 235.00 137.50 27.50 6,287.83
0 022620 HENKEL CORP 330.00 275.00 82.50 27.50 .00 27.50
0 027443 HENKEL CORP .00 .00 .00 .00 .00 55.00
0 027450 HENKEL CORP 3,050.00 .00 .00 .00 75.00 610.82
0 050176 HENKEL CORP 1,559.00 759.00 .00 .00 200.00 .00
0 058024 HENKEL CORP 108,841.34 .00 508.75 1,827.75 .00 3,812.40-
0 064033 HENKEL CORP 3,025.50 .00 .00 .00 55.00 .00
0 065224 HENKEL CORP 27.50 .00 .00 .00 .00 .00
0 074736 HENKEL CORP 4,006.60 .00 .00 .00 .00 .00
0 077370 HENKEL CORP 55.00 .00 .00 .00 .00 98.00-
0 083300 HENKEL CORP 9,479.25 .00 .00 .00 .00 .00
0 084175 HENKEL CORP 55.00 .00 .00 .00 .00 .00
0 004725 HENKEL CORPORATION 3,153.60 .00 .00 .00 .00 .00
0 025605 HERCULES CANADA INC .00 .00 .00 .00 .00 80.00
0 038530 HERCULES CANADA INC 6,253.96 .00 .00 .00 .00 .00
0 014696 HERCULES FIBERS 1,028.00 .00 .00 .00 .00 .00
0 007224 HERCULES INCORPORATED 2,268.50 .00 .00 .00 .00 .00
0 016884 HERCULES INCORPORATED 8,353.50 .00 .00 .00 .00 .00
0 022328 HERCULES INCORPORATED 1,876.50 .00 .00 .00 .00 .00
0 037605 HERCULES INCORPORATED 3,741.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 038360 HERCULES INCORPORATED 7,656.50 .00 .00 .00 .00 .00
0 038400 HERCULES INCORPORATED 3,309.00 .00 .00 .00 .00 .00
0 038460 HERCULES INCORPORATED 2,386.00 1,700.00 .00 .00 23.00 325.50
0 038480 HERCULES INCORPORATED 29,467.95 637.50 .00 .00 .00 552.47
0 038490 HERCULES INCORPORATED .00 .00 .00 .00 .00 4,551.68-
0 038510 HERCULES INCORPORATED 13,865.00 .00 .00 .00 .00 .00
0 038550 HERCULES INCORPORATED 542.50 942.50 110.00 .00 .00 232.50
0 038560 HERCULES INCORPORATED 8,453.00 .00 .00 .00 .00 .00
0 083198 HERCULES INCORPORATED 19,748.00 .00 .00 .00 .00 .00
0 083313 HERCULES INCORPORATED .00 519.80 .00 200.00- .00 .00
0 089468 HERCULES INCORPORATED 62,276.37 .00 .00 .00 .00 .00
0 075633 HERITAGE ENVIRONMENTAL SE .00 .00 .00 .00 25.00 375.00
0 008991 HESS & CLARK INCORPORATED 625.00 .00 .00 .00 .00 .00
0 079931 HEXACOMB CORPORATON 733.55 .00 .00 .00 .00 .00
0 001229 HICKORY SPRINGS MFG CO 110.00 .00 .00 .00 .00 .00
0 077311 HICKSON DANCHEM CORPORATI 1,886.50 .00 .00 .00 .00 .00
0 080330 HIGH POINT CHEMICAL CORP 2,527.05 .00 .00 .00 .00 .00
0 028122 HILL BROTHERS CHEMICAL .00 1,365.00 .00 .00 1,365.00 .00
0 053267 HILTON DAVIS COMPANY 1,042.50 .00 .00 25.00 .00 .00
0 009466 HIMONT USA INC .00 .00 .00 .00 150.00 .00
0 072193 HIMONT USA INC 1,155.00 .00 .00 .00 .00 .00
0 088981 HOECHST CELANESE CHEMICAL 4,488.05 .00 .00 .00 .00 .00
0 001841 HOECHST CELANESE CORP 605.00 164.50 .00 .00 .00 199.80-
0 002480 HOECHST CELANESE CORP 4,229.25 .00 .00 .00 .00 27.50
0 003569 HOECHST CELANESE CORP 1,854.00 .00 .00 .00 .00 166.00
0 004587 HOECHST CELANESE CORP 247.50 .00 .00 .00 .00 .00
0 005563 HOECHST CELANESE CORP 17,516.77 220.00 .00 520.00 .00 82.50
0 006663 HOECHST CELANESE CORP 36,476.68 .00 2,924.60 1,901.00 .00 110.10
0 006742 HOECHST CELANESE CORP 565.00 50.00 .00 .00 .00 884.62
0 009360 HOECHST CELANESE CORP .00 240.00 .00 .00 .00 113.00
0 010438 HOECHST CELANESE CORP 27.50 .00 .00 .00 .00 .00
0 014790 HOECHST CELANESE CORP 110.00 5,165.00 .00 27.50 .00 55.00
0 014850 HOECHST CELANESE CORP 10,920.50 755.00 .00 505.00 .00 588.45
0 015010 HOECHST CELANESE CORP 3,325.50 .00 .00 .00 .00 .00
0 059650 HOECHST CELANESE CORP .00 .00 .00 .00 .00 69.00-
0 060556 HOECHST CELANESE CORP 1,260.00 .00 .00 .00 .00 .00
0 061750 HOECHST CELANESE CORP 1,097.00 .00 .00 .00 .00 .00
0 072471 HOECHST CELANESE CORP 402.50 .00 .00 .00 .00 .00
0 077732 HOECHST CELANESE CORP .00 .00 .00 .00 .00 1,446.94
0 083204 HOECHST CELANESE CORP .00 .00 .00 .00 .00 375.00
0 085890 HOECHST CELANESE CORP .00 27.50 .00 .00 .00 .00
0 060966 HOECHST CELANESE CORP. .00 .00 2,582.40 .00 .00 .00
0 038335 HOFFMAN LA ROCHE INC 472.50 .00 .00 .00 .00 .00
0 039050 HOFFMAN LA ROCHE INC 11,563.32 .00 .00 175.00 .00 .00
0 082105 HOFMANN WATER TREATING CO 1,635.31 .00 .00 .00 .00 .00
0 051640 HOLLAND COMPANY INC .00 .00 208.00 26.00 .00 4,767.38
0 009600 HOLLINGSWORTH & VOSE CO 880.55 .00 .00 .00 .00 .00
0 038375 HOLLINGSWORTH & VOSE CO 1,143.00 .00 .00 .00 .00 .00
0 039880 HOLLINGSWORTH & VOSE CO 1,930.36 .00 .00 .00 .00 .00
0 001724 HOLTRA CHEMICAL INC 16,368.00 .00 .00 .00 .00 .00
0 050736 HOLTRA CHEMICAL INC 2,750.50 637.86 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 087882 HOLTRACHEM .00 .00 .00 300.00 .00 .00
0 006144 HOOVER UNIVERSAL INC .00 .00 .00 .00 .00 82.50
0 062420 HOPEWELL REGIONAL FACILIT .00 110.00 55.00 .00 .00 .00
0 083307 HORIZON INDUSTRIES INC 2,862.00 .00 .00 .00 .00 .00
0 081144 HORSEHEAD RESOURCE DEVELO 5,201.18 .00 .00 .00 .00 .00
0 088413 HOUSMEX INC 8,194.00 .00 .00 4,277.00 .00 .00
0 081778 HOWELL CHEMICAL CO 260.00 .00 .00 .00 .00 130.00
0 017750 HOYER USA INCORPORATED 31,624.60 368.00 .00 79.00 .00 786.50
0 078703 HOYER USA INCORPARETED .00 .00 .00 .00 .00 805.50
0 000973 HULS AMERICA 17,562.61 137.50- .00 .00 .00 4,692.69
0 010179 HULS AMERICA 165.00 .00 .00 .00 .00 .00
0 017690 HULS AMERICA 504.00 .00 .00 .00 .00 .00
0 087536 HULS AMERICA 4,014.40 .00 .00 .00 .00 .00
0 087609 HULS AMERICA 6,697.50 .00 3,225.00 .00 3,225.00 3,225.00
0 083772 HULS AMERICA /C/O BDP INT' .00 .00 455.00 .00 .00 1,129.30
0 065882 HULS CANADA INC 412.50 .00 .00 .00 .00 4,850.22
0 039415 HUMKO PRODUCTS .00 .00 .00 .00 .00 90.00
0 087427 HUMPHREY CHEMICAL COMPANY 4,316.10 .00 130.00 .00 .00 .00
0 088672 HUMPHREY CHEMICAL COMPANY 2,900.00 .00 2,900.00 .00 .00 .00
0 089826 HUNT PRODUCTS 55.00 .00 .00 .00 .00 .00
0 000952 HUNTSMAN CHEMICAL 672.00 .00 .00 .00 .00 .00
0 019370 HUNTSMAN CHEMICAL 275.00 .00 522.50 275.00 825.00 .00
0 052858 HUNTSMAN CHEMICAL 22,334.00 9,670.50 1,525.00 .00 .00 263.00
0 089978 HUNTSMAN CHEMICAL CORP 6,984.00 .00 .00 .00 .00 .00
0 088107 HUNTSMAN FILM PRODUCTS CO 0.00 .00 .00 .00 27.50 .00
0 073894 HYCHEM INC 0.00 265.00 .00 .00 .00 .00
0 004168 HYDRITE CHEMICAL COMPANY 2,249.41 .00 .00 .00 .00 .00
0 087300 HYDRITE CHEMICALS 549.05 .00 .00 .00 .00 558.00
0 087295 HYDRO SERVICES 0.00 .00 .00 .00 .00 2,115.75
0 006376 I P I 1,481.34 .00 .00 .00 .00 .00
0 033175 I S P CHEMICALS INC 2,806.35 .00 .00 .00 .00 .00
0 007714 IBM CORP 104.00 130.00 .00 104.00 .00 104.00
0 054043 IBM CORP 136.00 .00 .00 .00 .00 .00
0 005600 ICI AMERICAS INC 33,243.82 .00 598.50 150.00 4,346.00 61.69
0 039355 ICI AMERICAS INC 0.00 .00 .00 .00 .00 50.00
0 039365 ICI AMERICAS INC 0.00 .00 .00 .00 40.00 .00
0 040400 ICI AMERICAS INC 658.50 184.00 .00 .00 .00 379.50-
0 066083 ICI AMERICAS INC 0.00 .00 .00 .00 .00 137.50
0 089361 ICI AMERICAS INC 5,477.00 .00 .00 .00 .00 .00
0 089627 ICI AMERICAS INC 3,017.87 .00 .00 .00 .00 .00
0 090076 ICI AMERICAS INC 2,760.00 .00 .00 .00 .00 .00
0 065866 ICI AMERICAS INC/AGRI PRO 165.00 .00 .00 880.00 .00 118.50
0 002558 ICI CANADA INC 3,902.96 .00 .00 .00 .00 225.00
0 010089 ICI CANADA INC 64.20 .00 .00 .00 .00 .00
0 052259 ICI EXPLOSIVES 433.00 433.00 .00 .00 .00 .00
0 002667 ICI NITROGEN PRODUCTS 29,954.39 .00 378.00 571.84 .00 .00
0 060122 ICI SPECIALTY INKS 2,380.00 .00 .00 .00 .00 .00
0 081208 ICS CHEMICAL 0.00 .00 .00 1,177.50 .00 .00
0 089793 ICS CHEMICAL 3,316.75 .00 .00 .00 .00 .00
0 040380 IDEAL CHEM & SUPPLY 21,908.78 .00 .00 .00 .00 .00
0 040255 IFF 31,130.20 1,690.00 655.00 .00 .00 823.75
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 040275 IFF 260.00 .00 .00 .00 .00 .00
0 087010 IFF DE MEXICO 1,158.00 .00 .00 .00 .00 .00
0 087013 IGI PETROLEUM SPECIALTIES .00 .00 .00 165.00 .00 236.00-
0 000747 IGLOO PRODUCTS CORP 247.50 27.50 110.00 .00 .00 .00
0 026154 IMEX FORWARDING AGENCY 280.00 .00 .00 .00 .00 .00
0 072651 IMPACT PLASTIC INC 8,794.91 .00 .00 .00 .00 .00
0 056265 IMPERIAL OIL LIMITED 82.50 .00 .00 .00 .00 .00
0 045600 IMPERIAL WALLPAPER CO 2,189.44 .00 .00 .00 .00 .00
0 005446 IMPERIAL WEST CHEMICAL CO 58,382.21 .00 5,298.12 2,400.34 356.00 .00
0 075760 INCEPTOR INC 27.50 .00 .00 .00 .00 .00
0 027881 INCO ALLOYS INTERNATIONAL 490.50 .00 .00 .00 .00 .00
0 072098 INCO ALLOYS INTERNATIONAL 348.00 .00 .00 .00 .00 .00
0 041640 INCO LTD 6,814.97 .00 .00 .00 .00 .00
0 023118 INDCO INC 1,440.00 .00 .00 .00 .00 .00
0 007253 INDEPENDENT CEMENT CORP 740.06 862.12 200.00 264.63 80.00 1,795.55
0 008674 INDEPENDENT CEMENT CORP .00 .00 .00 .00 .00 133.43-
0 088705 INDOLEX 53.50 .00 .00 .00 .00 .00
0 005168 INDOPCO INC 110.00 .00 .00 .00 .00 .00
0 050287 INDUSTRIAL ADHESIVES .00 .00 .00 45.00 .00 .00
0 064289 INDUSTRIAL CHEM-TEX 2,186.04 .00 .00 .00 .00 .00
0 054680 INDUSTRIAL CHEMICALS 27.50 .00 .00 .00 .00 .00
0 089756 INDUSTRIAL CHEMICALS 416.24 .00 .00 .00 .00 .00
0 071713 INDUSTRIAL GENERAL CORP 5,217.84 .00 .00 .00 .00 .00
0 077400 INDUSTRIAL SOLVENTS CORP .00 .00 .00 .00 .00 2,379.42
0 061372 INDUSTRIAS ASTROL 900.00 .00 .00 .00 .00 .00
0 080421 INDUSTRIAS RESISTOL S A .00 .00 .00 .00 .00 1,950.00
0 076325 INGRAM BARGE 480.00 .00 .00 .00 .00 .00
0 090068 INLAND FISHER GUIDE RIMIR 2,499.00 .00 .00 .00 .00 .00
0 059990 INLAND ORANGE INC .00 .00 .00 .00 .00 600.00
0 033920 INLAND ROME INC 2,895.59 .00 .00 .00 .00 .00
0 043960 INOLEX CORPORATION 21,161.88 .00 .00 .00 .00 209.00
0 041390 INSTA FOAM 192.50 .00 .00 .00 .00 235.00
0 066915 INSULATING MATERIALS INC 2,249.50 .00 .00 .00 .00 141.52
0 069819 INTAC AUTOMOTIVE PRDT INC 1,676.00 .00 .00 .00 .00 .00
0 056570 INTER PACK CORP 573.00 .00 .00 .00 .00 .00
0 076879 INTERAMERICA FORWARDING 980.00 .00 .00 .00 .00 .00
0 085243 INTERCONTINENTAL FWG 2,470.00 .00 .00 .00 .00 .00
0 089542 INTERCORP MEXICO S A DE C 2,458.00 .00 .00 .00 .00 .00
0 076719 INTERCORP MEXICO S A DE C 3,752.00 .00 .00 .00 .00 .00
0 074110 INTERFLOW USA 11,165.97 .00 .00 .00 .00 3,461.22
0 022312 INTERLUBE CORPORATION .00 .00 .00 .00 .00 2,133.51
0 064466 INTERNATIONAL CONTAINER 16,450.18 13,581.30 5,532.53 1,665.00 .00 13,479.48
0 082379 INTERNATIONAL CONTAINER 1,736.23 .00 .00 .00 .00 .00
0 000205 INTERNATIONAL PAPER CO 735.17 .00 .00 .00 .00 .00
0 001483 INTERNATIONAL PAPER CO 15,084.00 210.00 402.50 75.00 .00 .00
0 010193 INTERNATIONAL PAPER CO .00 .00 .00 .00 229.10 111.65
0 027231 INTERNATIONAL PAPER CO 1,835.00 .00 .00 .00 .00 .00
0 040575 INTERNATIONAL PAPER CO .00 .00 .00 .00 .00 777.00
0 041120 INTERNATIONAL PAPER CO 7,959.75 .00 100.00 .00 192.50 .00
0 041610 INTERNATIONAL PAPER CO .00 .00 .00 27.50 .00 63.50
0 053229 INTERNATIONAL PAPER CO .00 3,771.00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 084292 INTERNATIONAL PAPER CO 509.00 .00 .00 .00 .00 85.50
0 089827 INTERNATIONAL PAPER CO 1,164.00 .00 .00 .00 .00 .00
0 008161 INTERNATIONAL PERMALITE 617.80 .00 .00 .00 298.40 1,369.21
0 086418 INTERNATIONAL RESOURCES I .00 .00 .00 .00 .00 635.18
0 052479 INTERPLAST UNIVERSAL IND 137.50 .00 .00 .00 .00 .00
0 001057 INTERPLASTICS CORPORATION .00 .00 .00 .00 395.00 .00
0 058104 INTERPOLYMER CORP 24,038.50 .00 .00 .00 .00 720.00-
0 072655 INTERPROVINCIAL COOPERATI 160.00 .00 .00 .00 .00 .00
0 007323 INTERSOL IND CORP .00 2,250.01 .00 .00 .00 .00
0 004841 INTERSTATE CHEMICAL CO .00 .00 .00 .00 .00 230.00
0 074498 INTERSTATE CHEMICAL CO 91.75 .00 .00 .00 .00 .00
0 041810 INTERSTATE CONTAINER CO .00 .00 .00 .00 .00 110.00
0 081678 INTERSTATE RACING FUEL .00 .00 .00 .00 .00 137.50
0 082904 INTROSUL INC .00 .00 .00 .00 .00 125.00
0 089011 INX INTERNATIONAL INK CO 1,155.32 .00 .00 .00 .00 .00
0 087327 IONPURE TECHNOLOGIES CORP .00 .00 .00 .00 .00 45.00-
0 050837 ISOCYANATE PRODUCTS INC .00 90.00 .00 .00 .00 601.80
0 084353 ITT TEVES AMERICA 945.01 .00 .00 .00 .00 .00
0 089142 ITTC 27,831.42 .00 .00 .00 .00 .00
0 089058 ITW DEVCON 82.50 247.50 .00 .00 .00 .00
0 072359 IVAX INDUSTRIES 522.50 .00 .00 .00 .00 82.50
0 053831 IVEX CORPORATION 1,036.00 .00 .00 .00 .00 .00
0 074969 IZUMI CORPORATION 26,908.92 .00 .00 3,863.68 .00 8,071.37
0 042240 J & L SPECIALTY PRODUCTS 82.50 151.25 .00 .00 .00 .00
0 007342 J B EURELL COMPANY .00 .00 .00 .00 .00 920.00
0 006949 J L PRESCOTT COMPANY 488.00 .00 .00 .00 .00 .00
0 086356 J M HUBER CORPORATION 22,000.00 .00 .00 .00 .00 .00
0 051309 J R SIMPLOT COMPANY 358.91 .00 .00 .00 .00 .00
0 088024 J STERLING SERVICE CO .00 .00 .00 .00 550.00 .00
0 062498 J T BAKER CHEMICAL CO .00 .00 1,108.69 363.72 .00 1,522.75-
0 006300 J T BAKER INC 35,685.25 4,876.57 .00 .00 .00 82.50-
0 090241 JACKSON CHEMICAL 1,690.31 .00 .00 .00 .00 .00
0 078804 JACKSON IND UNIFORM SERVI 48.00 .00 .00 .00 .00 .00
0 004439 JAMES RIVER CORPORATION 8,341.81 .00 .00 .00 .00 .00
0 063383 JAMES RIVER CORPORATION .00 1,345.00 .00 27.50 .00 .00
0 069250 JAMES RIVER CORPORATION 655.00 .00 .00 .00 .00 .00
0 090099 JAMES RIVER CORPORATION 1,006.80 .00 .00 .00 .00 .00
0 059215 JAMESTOWN PLYWOOD .00 .00 .00 .00 .00 110.00
0 003407 JEEP CORPORATION 27.50 .00 .00 .00 .00 .00
0 009674 JET PLASTICA .00 .00 .00 .00 .00 110.00
0 000209 JETCO CHEMICAL INC 40.00 .00 .00 .00 .00 .00
0 023550 JOHN C DOLPH 82.50 192.50 165.00 217.00- .00 .00
0 064698 JOHN DEERE & COMPANY 2,642.50 .00 .00 .00 .00 .00
0 038640 JOHN R HESS & SONS INC 1,448.50 .00 .00 .00 .00 .00
0 086235 JOHNSON & JOHNSON 18,212.70 .00 .00 .00 .00 14,667.20-
0 087308 JOHNSON & JOHNSON 5,778.00 6,000.00 .00 .00 9,000.00- 6,032.50-
0 084251 JOHNSON & JOHNSON INC 2,876.10 .00 .00 .00 .00 .00
0 060952 JOHNSON CONTROLS INC 27.50 .00 .00 137.50 .00 82.50
0 077024 JOHNSON CONTROLS INC 27.50 .00 .00 .00 .00 .00
0 082710 JOHNSON CONTROLS INC .00 .00 .00 137.50 .00 .00
0 039530 JOHNSON CONTROLS LTD .00 .00 .00 .00 .00 135.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 082015 JOHNSON MERCHANTILE CO .00 .00 .00 .00 .00 150.00
0 042340 JONES CHEMICAL COMPANY 539.80 100.00 50.00 100.00 .00 250.00
0 065974 JONES CHEMICAL COMPANY .00 .00 .00 .00 407.40 1,222.44
0 052161 JONES HAMILTON 13,476.90 .00 .00 .00 .00 .00
0 056287 JONES PLASTIC & ENGINEERI 2,021.10 .00 .00 .00 .00 1,100.00
0 061039 JUAN B CARRANZA 140.00 .00 .00 .00 .00 .00
0 089600 JUAN DURAN FWG 900.00 .00 .00 .00 .00 .00
0 055140 K & D INDUSTRIAL CLEANERS 983.50 .00 .00 .00 .00 .00
0 088345 K & S INDUSTRIES LTD 1,634.00 .00 .00 .00 .00 .00
0 010348 K CHEMICAL CORPORATION 1,920.00- .00 .00 .00 .00 .00
0 067280 K J QUINN & COMPANY .00 82.50 .00 .00 .00 165.00
0 052250 KAISER ALUMINUM & CHEM 4,196.92 .00 .00 .00 .00 .00
0 079493 KAISER ALUMINUM & CHEM 5,040.00 .00 .00 .00 .00 .00
0 013462 KALAMA CHEMICAL INC .00 .00 45.00- .00 .00 .00
0 080324 KALAMA INTERNATIONAL 737.50 .00 .00 .00 .00 .00
0 079107 KANEMATSU-GOSHO USA INC 3,109.00 .00 .00 .00 .00 .00
0 089365 KARLSHAMNS USA INC 131.80 .00 .00 .00 .00 .00
0 081105 KELMAR 82.50 .00 .00 .00 .00 .00
0 056091 KEMIRA INC 2,970.86 .00 .00 .00 .00 .00
0 005241 KEMIRA INCORPORATED 1,982.30 .00 .00 .00 .00 .00
0 066401 KEMTEC, INC .00 .00 .00 .00 .00 36,406.78
0 059104 KENSINGTON CORPORATION 1,053.58 .00 .00 728.84 844.00 10,173.95
0 064942 KENSINGTON CORPORATION .00 .00 .00 .00 104.00 .00
0 015446 KERR MC GEE CHEMICAL CORP 2,720.00 .00 .00 .00 .00 .00
0 001036 KIMBERLY CLARK CORP .00 .00 .00 .00 .00 192.50
0 042695 KIMBERLY CLARK CORP 120.00 .00 .00 .00 .00 .00
0 043320 KIMBERLY CLARK CORP 177.61 .00 .00 .00 .00 .00
0 076895 KIMBERLY CLARK CORP 115.00 .00 .00 .00 .00 .00
0 089348 KIMBERLY CLARK CORP 5,108.63 .00 .00 .00 .00 .00
0 063833 KIMBERLY-CLARK CORP 27.50 .00 .00 .00 .00 .00
0 060688 KING FINISHING 909.30 .00 .00 .00 .00 .00
0 084232 KINGS LABORATORY INC .00 .00 .00 .00 .00 110.00
0 051494 KIWI BRANDS INC 1,391.50 .00 .00 .00 .00 .00
0 083229 KLAMATH DOORS 1,548.60 .00 .00 .00 .00 .00
0 043450 KLEEN BRITE LABORATORIES 11,266.50 .00 .00 .00 .00 .00
0 006118 KMCO INCORPORATED 100.00 .00 .00 .00 .00 .00
0 086891 KOCH MATERIALS CO 3,811.68 .00 .00 .00 .00 .00
0 078465 KOCH MATERIALS COMPANY .00 .00 .00 .00 .00 1,645.70-
0 078993 KOCH MATERIALS COMPANY 1,105.00 .00 .00 .00 .00 .00
0 002714 KOCH SERVICE INC 192.50 .00 .00 .00 .00 .00
0 057843 KOCH SULFUR PRODUCTS .00 .00 .00 .00 .00 511.74
0 057980 KOHLER COMPANY 55.00 .00 .00 .00 .00 .00
0 083780 KOKOKU STEEL CORP 55.00 .00 .00 .00 .00 .00
0 008997 KOLMAR LABORATORIES INC 26.26 .00 .00 .00 .00 .00
0 009649 KOPPERS INDUSTRIES INC 55.00 .00 .00 .00 .00 .00
0 044440 KOPPERS INDUSTRIES INC 183,898.40 8,906.90 4,917.00 615.00 484.00 2,408.00
0 077479 KOPPERS INDUSTRIES INC .00 .00 .00 .00 2,058.20 .00
0 086667 KOPPERS INDUSTRIES INC 92,333.70 6,210.60 959.90 3,774.13 1,699.20 3,811.20
0 082602 KOST GROUP .00 .00 .00 .00 .00 50.00
0 005311 KRACO ENTERPRISES INC .00 .00 .00 .00 82.50 220.00
0 084427 KRAFT GENERAL FOODS .00 82.50 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 025139 KRAFT INC DAIRY GROUP .00 55.00 275.00 .00 55.00 .00
0 044650 KRAMER CHEMICAL 3,923.00 .00 .00 160.00 130.00 2,993.06
0 083829 KRONOS .00 577.50 .00 52.50 .00 .00
0 023462 KRONOS CANADA INC 12,222.49 .00 .00 .00 .00 262.16
0 088282 KRONOS, INC. 2,772.60 .00 .00 .00 .00 .00
0 086952 KROPP FORGE DIVISION 2,072.00 518.00 488.00 1,040.00 .00 .00
0 082808 KY TN CLAY COMPANY .00 .00 .00 .00 .00 110.00
0 076980 KYSOR NEEDHAM .00 .00 40.00 .00 60.00 .00
0 089936 KYZEN CORPORATION 1,075.77 .00 .00 .00 .00 .00
0 013446 L & F PRODUCTS 27.50 .00 .00 .00 .00 .00
0 071090 L B RUSSELL CHEMICAL CO 1,713.00 .00 .00 .00 .00 .00
0 064659 L C I LAY-CEE INC 7,034.00 .00 .00 .00 .00 .00
0 023715 L C I LIMITED 8,947.50 .00 .00 .00 .00 .00
0 014640 L C P CHEMICALS .00 .00 .00 .00 .00 27,320.93
0 016698 L C P CHEMICALS .00 .00 .00 .00 .00 480.65
0 064936 L C P CHEMICALS .00 .00 .00 .00 .00 3,610.20
0 083052 L C P CHEMICALS 4,725.43 879.50 1,827.01 886.96 2,778.08 14,768.38
0 083055 L C P CHEMICALS .00 .00 .00 .00 .00 1,044.00
0 084350 L M R 11,545.00 .00 .00 .00 .00 .00
0 089208 LA FARGE CORORATION 36.26- .00 .00 .00 .00 .00
0 010803 LA ROCHE INDUSTRIES 3,810.20 .00 .00 .00 .00 .00
0 085270 LA ROCHE INDUSTRIES 495.59 .00 .00 .00 .00 .00
0 010201 LABBCO INCORPORATED 1,426.31 .00 .00 .00 .00 .00
0 078214 LACLEDE STEEL 233.60 .00 .00 .00 .00 .00
0 087200 LACLEDE STEEL 12,637.75 .00 .00 .00 .00 .00
0 085931 LACLEDE STEEL CO 1,983.75 .00 .00 .00 .00 .00
0 066615 LAID LAW ENVIRONMENTAL .00 .00 .00 .00 .00 535.20
0 071453 LAID LAW ENVIRONMENTAL .00 .00 .00 .00 .00 149.63
0 078334 LAID LAW ENVIRONMENTAL 1,558.50 .00 .00 .00 .00 .00
0 081697 LAIDLAW ENVIRONMENTAL SER 288.75 .00 .00 .00 .00 .00
0 055328 LAKE RIVER TERMINAL 275.00 .00 .00 .00 .00 .00
0 089945 LALLMAND INC 294.25 .00 .00 .00 .00 .00
0 057642 LAMSTEEL CORP .00 .00 .00 .00 .00 1,492.00
0 075460 LAND-LINK TRAFFIC SERVICE 3,391.50 1,822.50 662.50 .00 .00 .00
0 088801 LARRY E TYREE CO INC 3,255.00 .00 .00 .00 .00 .00
0 089599 LARSON INTERMODAL 60.00 .00 .00 .00 .00 .00
0 061990 LAS VIRGENES WATER DIST .00 .00 .00 104.00 104.00 208.00
0 003621 LATICRETE INTERNATIONAL 405.00 .00 .00 .00 .00 .00
0 089497 LAUGHLIN TOWING 1,269.00 .00 .00 .00 .00 .00
0 079998 LAVO LTEE .00 .00 .00 .00 257.50 .00
0 005397 LAWRENCE MC FADDEN 746.94 .00 .00 .00 .00 .00
0 079240 LE CHEM .00 .00 .00 .00 40.00 .00
0 054773 LE JO ENTERPRISES .00 .00 .00 .00 569.98 .00
0 004703 LEA LUMBER & PLYWOOD 55.00 .00 .00 .00 .00 .00
0 009166 LEAR SIEGLER INC 286.00 442.00 712.00 .00 .00 .00
0 076694 LEDERLE LABORATORIES 367.64 .00 .00 .00 .00 .00
0 075384 LEHIGH MARBLE .00 .00 .00 .00 .00 165.00
0 005741 LEHIGH PORTLAND CEMENT 27.50 .00 .00 .00 .00 .00
0 011029 LEN RON MFG COMPANY 1,231.50 .00 .00 .00 .00 48.00
0 053502 LENAPE CHEMICALS INC 14,807.90 287.00 1,235.44 .00 35.00 1,810.00
0 065847 LES TRANSPORTS PROVOST 260.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 000615 LESCHACO INCORPORATED 5,807.00 455.93 .00 326.00 651.71 11,433.17
0 024869 LESCHACO INCORPORATED .00 .00 .00 .00 .00 287.50
0 028412 LESCHACO INCORPORATED .00 .00 .00 .00 .00 506.00-
0 074319 LESCHACO INCORPORATED .00 332.00 .00 .00 .00 .00
0 089508 LETSOS COMPAMNY 40.00 .00 .00 .00 .00 .00
0 008147 LEVER BROTHERS COMPANY 9,820.53 .00 .00 .00 .00 343.90
0 044095 LEVER BROTHERS COMPANY .00 .00 .00 .00 .00 2,750.00
0 046580 LEVER BROTHERS COMPANY .00 .00 .00 .00 .00 247.50
0 056937 LEVER/DIV OF CANADA INC .00 .00 .00 .00 .00 533.75
0 028608 LIBERTY SOLVENTS & CHEM 445.50 .00 .00 .00 .00 .00
0 081775 LIGNOTECH U. S. INC 275.00 .00 .00 .00 .00 .00
0 087696 LILLY IND COATINGS INC 2,891.50 .00 .00 .00 .00 .00
0 085431 LILLY INDUSTRIES INC 82.50 .00 .00 .00 .00 .00
0 086461 LINDALE MANUFACTURING .00 .00 .00 .00 3,227.00 .00
0 089853 LINDE GAS 24.68 .00 .00 .00 .00 .00
0 006425 LION OIL COMPANY 1,675.81 .00 .00 .00 .00 .00
0 022738 LIQUID CARBONIC CORP 5,752.50 .00 .00 .00 .00 .00
0 084539 LIQUID CARBONIC CORP 6,492.97 .00 .00 .00 .00 .00
0 086934 LIQUID CARBONIC CORP 1,001.63 .00 .00 .00 .00 .00
0 025743 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 461.00
0 051103 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 1,535.98
0 007230 LOGAN ALUMINUM 24.00 .00 .00 .00 .00 .00
0 089678 LOGISTICS MANAGEMENT SYST 750.00 .00 .00 .00 .00 .00
0 080639 LOMAS INTERNATIONAL .00 .00 300.00 .00 .00 .00
0 084818 LONG ISLAND LIGHTING COMPANY .00 .00 .00 .00 .00 750.00
0 004691 LONG ISLAND PAINT & CHEM .00 .00 .00 .00 .00 125.00
0 005534 LONZA INC 4,718.76 .00 .00 .00 .00 267.50
0 010458 LONZA INC 1,217.00 .00 .00 .00 .00 488.83
0 034820 LONZA INC 110.00 .00 .00 .00 .00 .00
0 044725 LONZA INC 275.00 .00 .00 .00 .00 1,594.80
0 065202 LOPEZ I HIJOS .00 .00 100.00 .00 .00 .00
0 044765 LORD CORPORATION 55.00 .00 .00 .00 .00 .00
0 054643 LOUISIANA PACIFIC .00 .00 .00 48.00 .00 .00
0 011971 LOXCREEN CORPORATION 27.50 .00 .00 .00 .00 .00
0 000115 LTV STEEL COMPANY 412.50 .00 .00 .00 .00 .00
0 041915 LTV STEEL COMPANY 1,621.00 .00 .00 .00 .00 .00
0 054077 LTV STEEL COMPANY 110.00 .00 .00 .00 .00 .00
0 003069 LUBRICATING SPECIALIES 10,718.15 .00 .00 .00 .00 .00
0 000924 LUBBRIZOL CORPORATION 276.00 .00 .00 .00 .00 .00
0 010037 LUBBRIZOL CORPORATION 1,035.23 .00 .00 .00 .00 .00
0 026669 LUBBRIZOL CORPORATION 1,227.50 .00 .00 .00 .00 .00
0 047580 LUBBRIZOL CORPORATION 82.50 .00 .00 .00 .00 .00
0 005920 LUDLOW CORPORATION 390.00 .00 .00 .00 .00 .00
0 047770 LYMAN PRINT & FINISHING 705.00 .00 .00 .00 .00 .00
0 006319 LYONDELL PETRO CHEM CO 27.50 .00 .00 .00 .00 .00
0 069523 LYONDELL PETRO CHEM CO 8,186.70 .00 .00 .00 .00 .00
0 078433 LYONDELL PETRO CHEM CO 227.50 .00 .00 .00 .00 .00
0 052850 M & M MARS 14,147.78 .00 .00 .00 .00 646.23-
0 007446 M A BRUDER & SONS 55.00 .00 .00 .00 .00 .00
0 088025 MI DRILLING 8,061.75 .00 .00 .00 .00 .00
0 016792 MI DRILLING FLUIDS COMPANY 7,612.48 2,535.12- .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 048140 M I HOLDINGS .00 .00 960.75- .00 .00 .00
0 046215 MAC DERMID INC 105.04 .00 .00 .00 .00 .00
0 058900 MAC TAC CANADA LTD .00 .00 .00 .00 .00 460.00
0 080195 MAC TRUCK INC 3,332.43 .00 .00 .00 .00 442.41
0 075195 MACTAC 330.00 .00 .00 .00 .00 .00
0 080139 MAERSK CONTAINER .00 .00 .00 .00 .00 1,874.64
0 077205 MAGNATEK ELECTRIC INC 1,288.05 .00 .00 .00 .00 .00
0 090061 MAGNETEK ELECTRIC INC 1,270.58 .00 .00 .00 .00 .00
0 081287 MAINE PLASTICS INC 467.50 .00 .00 .00 .00 .00
0 006785 MAJOR PAINT & VARNISH .00 .00 .00 .00 165.00 .00
0 048090 MALCO PRODUCTS .00 .00 .00 .00 .00 803.50
0 088734 MALETTE KRAFT PULP & PAPE 5,031.59 .00 .00 .00 .00 .00
0 006852 MALLINCKRODT INC 516.50 .00 .00 .00 .00 .00
0 046485 MALLINCKRODT INC 192.50 .00 .00 .00 .00 .00
0 057288 MALLINCKRODT INC 5,349.74 .00 .00 .00 .00 .00
0 008884 MANHATTAN PRODUCTS 165.00 .00 .00 .00 .00 .00
0 048400 MANLEY REGAN CHEMICAL CO .00 .00 .00 .00 .00 46.00-
0 048350 MANNINGTON MILLS INC 27.50 .00 .00 .00 .00 .00
0 024368 MAPCO PETROLEUM INC 521.45 .00 .00 .00 .00 .00
0 010552 MARCAL PAPER 584.50 .00 .00 .00 .00 .00
0 058221 MARCHEN PLASTICS 55.00 .00 .00 .00 .00 .00
0 070464 MARSULEX 6,297.30 .00 .00 .00 .00 247.05
0 022667 MARTIN MARIETTA CORP .00 .00 .00 .00 .00 75.00
0 075119 MARTIN MARIETTA CORP 12,691.34 .00 234.50- .00 .00 638.00-
0 017586 MARTIN SURFACING & DECKIN 27.50 84.00 .00 .00 .00 2,353.00
0 089480 MASON METALS 192.50 .00 .00 .00 .00 .00
0 084153 MASONITE CORP 1,225.89 .00 .00 .00 .00 .00
0 047095 MASONITE CORPORATION 510.50 .00 .00 .00 .00 .00
0 017251 MASTER BUILDERS 3,650.00 .00 .00 .00 .00 .00
0 025245 MASTER BUILDERS 6,996.00 .00 .00 .00 .00 .00
0 012934 MASTERPAK SA DE CV S 280.00 .00 .00 .00 .00 .00
0 057254 MASTERPAK SA DE CV S .00 .00 .00 .00 .00 810.00
0 078451 MASTERPAK SA DE CV S .00 .00 .00 .00 .00 210.00-
0 078453 MASTERPAK SA DE CV S 2,790.00 .00 .00 .00 .00 .00
0 078454 MASTERPAK SA DE CV S .00 .00 .00 .00 .00 1,134.70
0 082649 MATCHLESS METALPOLISH .00 .00 .00 .00 .00 137.50
0 088694 MATERIAL RESOURCES INC .00 695.00 .00 .00 .00 .00
0 054213 MATHCO CO .00 .00 .00 .00 .00 451.00-
0 016894 MATHIESON GAS 800 .00 .00 .00 .00 .00
0 062372 MATLACK INC 1,615.93 .00 .00 52.17 .00 .00
0 054341 MATLACK INC 0 .00 .00 .00 .00 1,586.60
0 066424 MATLACK INC 20,166.41 50.50 .00 .00 .00 .00
0 082572 MATTEL INC 9,480.00 .00 .00 .00 .00 .00
0 089067 MATYHY CONSTRUCTION .00 247.50 .00 .00 .00 .00
0 077817 MAYCO OIL & CHEMICAL CO 2,822.85 2,145.00 2,097.50 2,230.50 .00 .00
0 050060 MAYO CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00
0 060751 MAZDA MOTO MFG .00 .00 .00 .00 .00 45.00-
0 015903 MC DONNELL DOUGLAS CORP .00 .00 .00 .00 .00 63.00
0 062435 MC GRAW EDISON COMPANY .00 .00 .00 .00 .00 585.77
0 011334 MC NEIL CPC 5,886.90 .00 .00 .00 .00 .00
0 004588 MC WHORTER INC 27.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 027286 MCCOLL FRONTENAC INC .00 .00 .00 .00 .00 183.60-
0 012214 MCLAUGHLIN GORMLEY 2,911.50 .00 .00 .00 .00 .00
0 007973 MEAD COATED BOARD INC 375.00 .00 .00 .00 .00 .00
0 051000 MEAD CORPORATION 2,209.41 .00 .00 .00 .00 125.00-
0 071158 MEAD INK PRODUCTS .00 .00 .00 .00 .00 200.00
0 082610 MEAD PRODUCTS .00 55.00 .00 .00 .00 .00
0 008729 MEDINA FORWARDING COMPANY 650.00 .00 .00 .00 .00 .00
0 073066 MEGALOID LABORATORIES .00 .00 .00 .00 .00 598.00
0 020593 MEIER STONE COMPANY .00 .00 .00 58.50 .00 .00
0 088082 MENNEN CO LTD 27.50 82.50 .00 .00 .00 .00
0 051540 MENNEN COMPANY 82.50 .00 .00 .00 .00 .00
0 047525 MERCK & COMPANY INC 31,810.94 .00 .00 .00 .00 .00
0 051490 MERCK & COMPANY INC 41,344.21 .00 .00 .00 .00 1,112.35
0 051500 MERCK & COMPANY INC 632.50 587.50 .00 .00 .00 .00
0 051510 MERCK & COMPANY INC 2,707.60 .00 .00 .00 .00 .00
0 077973 MERCK & COMPANY INC 398.75 .00 .00 .00 .00 137.50
0 082910 MERCK & COMPANY INC .00 .00 .00 .00 .00 2,160.00
0 051460 MERICHEM COMPANY 9,300.68 .00 302.50 .00 .00 .00
0 076774 MERICHEM COMPANY 2,432.11 .00 .00 .00 .00 .00
0 085195 MERRAND INTERNATIONAL 110.00 .00 .00 589.00- 110.00 2,750.00
0 089367 MET ELECTRIC TESTING CO I 2,279.25 .00 .00 .00 .00 .00
0 023126 METAL WORKING LUBRICANTS 2,392.50 357.50 385.00 1,234.00 55.00 1,826.50
0 047665 METALPLATE GALVANIZING IN 17,960.00 .00 .00 .00 .00 48.00
0 051610 METALPLATE GALVANIZING IN .00 .00 .00 .00 .00 815.32-
0 000385 METROPOLITAN EDISON CO 427.96 .00 .00 .00 .00 .00
0 087839 METROPOLITAN ENVIONMENTA .00 .00 .00 1,105.50 .00 1,146.17
0 089947 MEUSCA & INTERNATIONAL FW 450.00 .00 .00 .00 .00 .00
0 022441 MFG CHEMICAL & SUPPLY 343.75 .00 .00 .00 .00 .00
0 001667 MICHELIN TIRE AMERICAS SE 99.00 75.00 .00 .00 .00 1,859.99
0 082896 MICHELIN TIRES 407.50 357.50 .00 .00 .00 .00
0 017987 MICHELMAN INC 262.50 .00 .00 .00 .00 .00
0 061463 MICHIGAN PAPERBOARD CO .00 123.75 206.25 55.00 .00 123.75
0 089021 MID MONROE PETROLEUM CO 3,100.31 .00 .00 .00 .00 .00
0 011906 MID SOUTH WIRE COMPANY 574.87 .00 .00 .00 .00 .00
0 086127 MID STATE OIL COMPANY 950.40 .00 .00 .00 .00 .00
0 014919 MID STATES CHEMICAL CO 9,581.38 .00 .00 .00 .00 .00
0 000459 MID-CONTINENT 17,126.00 165.00 .00 .00 .00 .00
0 051850 MIDDLETOWN ICE & COAL 1,273.08 .00 .00 .00 .00 .00
0 074334 MIDWEST INDUSTRIAL SUPPLY .00 .00 .00 .00 .00 27.50
0 086109 MIGUEL SALINAS FWG 900.00 .00 .00 .00 .00 .00
0 074731 NIKI SANGYO 1,764.00 .00 .00 .00 .00 .00
0 009841 MILES INC 270,009.53 2,297.25- 227.50 11,726.12 2,138.97 1,590.94
0 015655 MILES INC 3,987.25 .00 .00 .00 .00 .00
0 048455 MILES INC 790.00 165.00 .00 .00 .00 .00
0 052970 MILES INC 105,417.00 23,155.00 1,472.50 33,345.00 522.50 3,505.00
0 053100 MILES INC 673,811.97 5,338.17 75.00 125.00 17.50- 1,335.03-
0 077812 MILES INC 27,227.38 4,870.59 .00 .00 960.00 .00
0 085366 MILES INC 83,265.00 .00 .00 .00 .00 .00
0 000570 MILLER BREWING COMPANY 137.50 .00 .00 .00 .00 .00
0 002798 MILLER PLUMBING & HEATING 454.50 .00 .00 .00 .00 .00
0 052550 MILLIKEN & COMPANY 3,514.62 .00 1,706.42 1,833.04 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 065448 MILPARK DRILLING .00 577.50 .00 .00 .00 .00
0 085621 MILTON PLASTICS .00 .00 .00 .00 .00 1,409.00
0 088817 MINCHEM CANADA LTD 462.00 .00 .00 .00 .00 .00
0 001709 MINE SAFETY APPLIANCE 27.50 .00 .00 .00 .00 .00
0 014354 MINNESOTA MINING & MFG CO 82.50 .00 .00 .00 .00 .00
0 033580 MINNESOTA MINING & MFG CO .00 25.00 .00 .00 .00 75.00
0 052690 MINNESOTA MINING & MFG CO 110.00 .00 .00 .00 .00 .00
0 075341 MINNESOTA MINING & MFG CO 45.00 .00 .00 .00 .00 .00
0 050156 MISCO PRODUCTS CORPORATIO 1,768.25 .00 .00 .00 .00 .00
0 078684 MISTRAL TRADE CORPORATION 560.00 .00 .00 .00 .00 .00
0 073651 MITSUI OSK LINES 260.00 .00 385.00 501.40 .00 2,120.20
0 005589 MOBIL CHEMICAL CORP 514.00 .00 .00 .00 .00 4,692.94
0 069108 MOBIL CHEMICAL CORP 467.50 .00 .00 .00 .00 .00
0 066903 MOBIL CHEMICAL CORPORATIO 10,246.00 55.00 .00 .00 590.00 2,744.25
0 089568 MOBIL CHEMICAL CORPORATIO 3,982.50 .00 .00 .00 .00 .00
0 015086 MOBIL OIL CORPORATION 13,442.59 .00 .00 .00 .00 889.00
0 025679 MOBIL OIL CORPORATION .00 1,163.40 .00 .00 .00 .00
0 057068 MOBIL OIL CORPORATION 2,194.00 .00 .00 .00 .00 .00
0 057515 MOBIL OIL CORPORATION 4,545.50 .00 .00 .00 .00 .00
0 071649 MOBIL OIL CORPORATION 402.50 .00 .00 .00 .00 249.00
0 075330 MOBIL OIL CORPORATION .00 .00 .00 .00 .00 4,436.40
0 075490 MOBIL OIL CORPORATION 884.04 .00 110.00 30.00 .00 3,574.00
0 061224 MOBIL PROCESS TECHNOLOGY 1,801.60 .00 .00 .00 .00 .00
0 064003 MOBIL RESEARCH CENTER .00 .00 .00 .00 .00 173.25
0 089456 MOCK RESOURCES 1,294.00 .00 .00 .00 .00 .00
0 086940 MODERN TOOL & DYE 3,893.56 .00 .00 .00 .00 .00
0 075635 MONA INDUSTRIES 27.50 45.00 .00 .00 .00 288.50
0 057957 MONONGAHELA POWER COMPANY 8,376.11 .00 .00 .00 .00 .00
0 074268 MONROE AUTO EQUIPMENT 1,476.60 .00 .00 .00 .00 .00
0 049335 MONSANTO CANADA INC 412.50 .00 .00 .00 .00 3,048.01
0 085038 MONSANTO CHEMICAL COMPANY .00 .00 .00 .00 .00 400.00-
0 003310 MONSANTO COMPANY 82.50 .00 .00 .00 .00 .00
0 004651 MONSANTO COMPANY 55.00 .00 .00 .00 .00 .00
0 007939 MONSANTO COMPANY 27.50 .00 .00 .00 .00 247.50-
0 015016 MONSANTO COMPANY 837.50 .00 .00 .00 .00 .00
0 053470 MONSANTO COMPANY 309.00 .00 .00 .00 .00 .00
0 053490 MONSANTO COMPANY 89,229.47 3,668.99 1,427.87 .00 1,100.12 1,475.94
0 053520 MONSANTO COMPANY 3,849.62 178.75 .00 .00 .00 .00
0 053530 MONSANTO COMPANY 3,697.39 .00 .00 .00 .00 .00
0 053610 MONSANTO COMPANY 5,609.34 .00 .00 .00 .00 .00
0 053800 MONSANTO COMPANY 4,300.48 .00 .00 .00 .00 25.00
0 053880 MONSANTO COMPANY .00 .00 .00 .00 .00 714.75
0 058407 MONSANTO COMPANY 5,269.70 .00 330.00 .00 .00 495.00
0 063354 MONSANTO COMPANY 556.00 .00 .00 .00 .00 .00
0 078586 MONSANTO COMPANY 903.15 .00 .00 .00 .00 112.50-
0 082790 MONSANTO COMPANY 5,060.75 .00 137.50 .00 .00 120.25
0 082950 MONSANTO COMPANY 185.00 .00 .00 .00 .00 137.50
0 086361 MONSANTO COMPANY .00 .00 .00 .00 .00 55.00-
0 089567 MONSANTO COMPANY 5,050.00 .00 .00 .00 .00 .00
0 090014 MONSANTO COMPANY 12,627.17 .00 .00 .00 .00 .00
0 049405 MONSEY PRODUCTS COMPANY 2,482.79 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 072565 MONSEY PRODUCTS COMPANY 1,037.00 .00 .00 .00 .00 .00
0 087131 MONTGOMERY INTERMODAL 79.00 .00 .00 .00 .00 .00
0 054110 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 781.33-
0 089830 MOORE ASPHALT CO 80.00 .00 .00 .00 .00 .00
0 008873 MORTON CHEMICAL COMPANY 3,480.00 .00 .00 .00 .00 1,319.44
0 006674 MORTON INT'L SPECIALITY C 777.68 .00 .00 .00 .00 .00
0 066373 MORTON INT'L SPECIALITY CH 1,989.60 .00 .00 .00 .00 .00
0 069124 MORTON INT'L SPECIALITY CH 55.00 .00 .00 .00 .00 .00
0 083338 MORTON INT'L SPECIALITY CH .00 .00 .00 .00 .00 805.00
0 054270 MORTON INTERNATIONAL 805.50 .00 .00 .00 .00 1,290.00
0 080014 MORTON INTERNATIONAL 651.02 .00 .00 .00 .00 .00
0 054250 MORTON SALT COMPANY .00 .00 .00 .00 .00 110.00-
0 075129 MORTON THIOKOL .00 .00 .00 .00 .00 192.50
0 083739 MOTOR OILS LTD .00 .00 .00 .00 .00 825.00
0 071920 MOUNT CLEMENS COATING INC .00 .00 .00 .00 .00 22.68-
0 000286 MOZEL CHEMICAL 220.00 .00 .00 .00 .00 .00
0 069835 MTM HARDWICKE INC 475.00 .00 .00 .00 .00 .00
0 080113 MULTI CHEM INC 20,130.94 959.02 .00 .00 2,381.82 .00
0 083865 MULTI - CHEMICAL PROD INC 135.00 .00 .00 .00 .00 .00
0 077692 MULTICHEM INC 556.40 .00 .00 .00 .00 .00
0 060602 MURPHY OIL USA INC 1,020.00 .00 .00 .00 .00 .00
0 066194 N R G BARRIERS .00 .00 .00 .00 .00 1,737.50
0 079365 N R G BARRIERS .00 .00 .00 27.50 .00 .00
0 086527 N W L TRANSFORMERS INC 2,412.64 .00 .00 .00 .00 .00
0 055480 NABISCO INCORPORATED 13,455.30 .00 .00 .00 556.60 .00
0 007703 NACAN PRODUCTS .00 .00 .00 .00 .00 1,207.50
0 084398 NACAN PRODUCTS 275.00 .00 137.50 .00 .00 .00
0 021654 NALCO CHEMICAL COMPANY 885.00 .00 .00 .00 .00 .00
0 054710 NALCO CHEMICAL COMPANY 1,798.50 .00 .00 .00 .00 .00
0 054730 NALCO CHEMICAL COMPANY 20,988.30 .00 .00 .00 .00 .00
0 062913 NALCO CHEMICAL COMPANY 1,880.00 .00 .00 .00 .00 .00
0 082364 NALCO CHEMICAL COMPANY 2,308.48 .00 .00 .00 .00 .00
0 070873 NALCOMEX 140.00 .00 .00 .00 .00 .00
0 086030 NALCOMEX 180.00 .00 .00 .00 .00 .00
0 087787 NASCOTE INDUSTRIES INC 2,844.35 .00 .00 .00 .00 .00
0 085856 NASH SALVAGE COMPANY 2,669.80 .00 .00 .00 .00 .00
0 004056 NASHUA CORPORATION 120.00 .00 .00 .00 .00 .00
0 090147 NATIONAL AUTO/TRUCKSTOPS 9,847.38 .00 .00 .00 .00 .00
0 055450 NATIONAL CHEMICAL LAB. 110.00 .00 .00 .00 .00 2,375.50
0 026697 NATIONAL COATINGS CO 522.50 .00 .00 .00 .00 .00
0 080111 NATIONAL FOAM CUSHON MFG .00 40.00 .00 .00 .00 .00
0 050145 NATIONAL GYPSUM COMPANY .00 .00 .00 .00 82.50 .00
0 082227 NATIONAL GYPSUM COMPANY 1,673.90 .00 .00 .00 .00 .00
0 066834 NATIONAL PIPE CO .00 .00 .00 .00 .00 110.00
0 001658 NATIONAL SOLVENTS .00 .00 .00 .00 .00 25.00
0 003409 NATIONAL STARCH & CHEM CO 632.50 .00 .00 .00 .00 .00
0 003522 NATIONAL STARCH & CHEM CO 41,165.43 765.00 .00 .00 498.00 1,536.00
0 005201 NATIONAL STARCH & CHEM CO 260.00 .00 .00 .00 .00 .00
0 011833 NATIONAL STARCH & CHEM CO 480.00 .00 .00 .00 .00 .00
0 016472 NATIONAL STARCH & CHEM CO 2,420.75 .00 .00 .00 .00 .00
0 054786 NATIONAL STARCH & CHEM CO 25,442.50 .00 364.00 .00 .00 1,120.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 055880 NATIONAL STARCH & CHEM CO 137.50 .00 .00 .00 .00 .00
0 055890 NATIONAL STARCH & CHEM CO 1,125.00 .00 .00 .00 .00 .00
0 055910 NATIONAL STARCH & CHEM CO 225.00 .00 .00 .00 .00 .00
0 055950 NATIONAL STARCH & CHEM CO 2,008.00 .00 .00 .00 .00 .00
0 074785 NATIONAL STARCH & CHEM CO 1,129.90 .00 .00 .00 .00 388.75
0 079895 NATIONAL STARCH & CHEM CO 15,624.50 .00 .00 .00 .00 843.70
0 087805 NATIONAL STARCH & CHEM CO 3,360.61 .00 .00 .00 .00 .00
0 078948 NAVISTAR INTERNATIONAL CO 4,418.50 1,682.50 .00 .00 .00 .00
0 084677 NAVISTAR INTERNATIONAL CO 19,931.00 55.00 .00 .00 .00 .00
0 060898 NED LLOYD MARINE .00 .00 .00 .00 .00 5,673.76-
0 077690 NEITA CHEMICAL .00 .00 .00 .00 .00 318.00
0 023880 NEOCHEM CORP. 2,803.50 .00 .00 .00 .00 .00
0 056460 NEPERA PRODUCT CHEMICAL 13,154.00 .00 .00 .00 .00 .00
0 078716 NEPERA PRODUCT CHEMICAL 8,952.77 .00 .00 .00 .00 .00
0 051960 NEUTROGENA CORPORATION 145.50 .00 .00 .00 .00 .00
0 056269 NEUTRON PRODUCTS 9,859.85 .00 .00 .00 .00 .00
0 056457 NEVILE CHEMICAL COMPANY 137.50 .00 .00 .00 .00 .00
0 057607 NEVILLE CHEMICAL COMPANY 608.00 .00 .00 .00 .00 .00
0 055629 NEVILLE SYNTHESES 14,830.66 859.00 357.50 .00 .00 .00
0 069520 NEW CENTURY FREIGHT ASSOC .00 946.00 .00 .00 .00 .00
0 057685 NEW DEPARTURE HYATT BEARI 791.73 .00 .00 .00 .00 .00
0 002373 NEW ENGLAND LAMINATES .00 .00 .00 .00 .00 322.00-
0 003956 NEW ENGLAND POWER COMPANY 810.36 .00 .00 .00 .00 .00
0 088626 NEW VENTURE GEAR 4,363.16 .00 .00 .00 .00 .00
0 088043 NEWMAN CABLE CONST CO 1,898.50 .00 .00 .00 .00 .00
0 074264 NEWSPRINT SOUTH INC 693.00 .00 .00 .00 .00 .00
0 010929 NIACET CORPORATION 4,114.24 .00 190.00 .00 .00 1,430.00
0 021657 NIAGARA MOHAWK POWER CORP 508.18 .00 .00 .00 .00 .00
0 007449 NIAGARA NATIONAL COMPANY .00 .00 .00 .00 .00 105.00
0 086148 NICHOLAS GALVANIZING 3,407.80 .00 .00 .00 .00 .00
0 078506 NILIT AMERICA CORP .00 .00 .00 .00 .00 115.00
0 019646 NISSAN MOTOR MFG CORP 82.50 .00 .00 .00 .00 .00
0 018957 NO AMER PHILLIPS LIGHTING 1,086.00 .00 .00 .00 .00 .00
0 085848 NOLAN & CUNNING INC. 6,591.00 55.00 .00 638.40 228.00 .00
0 024206 NORAMCO OF DELAWARE INC 220.00 .00 .00 .00 .00 .00
0 089080 NORFOLK SOUTHERN RWY .00 1,673.80- .00 .00 .00 .00
0 086115 NORMA CADENA 2,450.00 .00 .00 .00 .00 .00
0 009310 NORPLEX/OAK 82.50 .00 .00 .00 .00 .00
0 081450 NORTH AMERICAN CHEMICAL 118.00 .00 .00 .00 .00 .00
0 023290 NORTH AMERICAN LOBSTER 536.00 .00 .00 .00 .00 385.00
0 079884 NORTH AMERICAN REFACTORIE 6,751.87 .00 .00 .00 .00 .00
0 052137 NORTH AMERICAN REFRACTORI 110.00 .00 .00 .00 .00 .00
0 060891 NORTH AMERICAN TRANSFORM .00 5,714.00 .00 .00 .00 325.00
0 005712 NORTH INDUSTRIAL CHEM 82.50 .00 .00 .00 .00 165.00
0 088317 NORTHEAST CHEMICAL .00 .00 .00 .00 923.00 .00
0 005388 NORTHEAST CONTAINER .00 .00 .00 .00 .00 110.00
0 089133 NORTHSIDE CHEMICAL CO .00 27.50 .00 .00 .00 .00
0 008031 NORTON COMPANY 2,576.84 .00 .00 .00 .00 .00
0 060842 NOVA CHEM .00 .00 .00 .00 .00 1,005.00
0 003619 NOVA PETROCHEMICALS INC .00 42.80 .00 .00 .00 45.00
0 060767 NOVACOR 1,067.30 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 076046 NOVACOR 6,578.42 .00 .00 .00 .00 838.32
0 058190 NOVACOR CHEMICALS CANADA 90.00 .00 .00 .00 .00 .00
0 061002 NOVACOR CHEMICALS INC .00 .00 .00 .00 .00 1,026.80
0 083279 NOVAGARD .00 .00 .00 .00 .00 605.00
0 073274 NOVAMAX TECHNOLOGIES 55.00 .00 .00 .00 .00 .00
0 073351 NOVO NORDISK BIOINDUSTRIA 10,908.15 .00 .00 .00 .00 .00
0 089215 NOVO NORDISK BIOINDUSTRIE .00 2,564.40 .00 .00 .00 .00
0 081438 NOXCRETE INC .00 .00 .00 .00 .00 3,278.50
0 055847 NOXELL CORPORATION 985.60 .00 .00 .00 .00 .00
0 060566 NUCOR CORPORATION 286.00 .00 .00 .00 .00 .00
0 069856 NUHART & COMPANY INC .00 .00 .00 .00 .00 84.00
0 052594 NUTRASWEET COMPANY .00 556.00 .00 .00 .00 1,002.50
0 084226 NYLONGE CORP 27.50 .00 .00 .00 .00 .00
0 083009 O BRIEN (PARLIN) COGEN 52.52 .00 .00 .00 .00 .00
0 021383 O C ADHESIVES CORPORATION .00 .00 .00 .00 .00 137.50
0 009953 O H D THERMACORE INC 1,183.00 .00 .00 .00 .00 .00
0 059890 O SULLIVAN CORPORATION 3,256.50 165.00 .00 110.00 1,550.50 .00
0 089075 O'BRIEN CORP .00 78.00 .00 .00 .00 .00
0 086451 OAKITE PRODUCTS INC .00 .00 .00 2,455.50 .00 .00
0 087815 OAKWOOD BEACH WPCP 671.00 .00 .00 .00 .00 .00
0 007934 OCCIDENTAL CHEMICAL CORP 130,310.53 3,454.93 4,122.00- 1,460.25 .00 1,241.83-
0 008157 OCCIDENTAL CHEMICAL CORP 568.50 .00 .00 .00 .00 27.50
0 024720 OCCIDENTAL CHEMICAL CORP 13,832.11 .00 .00 151.25 .00 1,070.50
0 026303 OCCIDENTAL CHEMICAL CORP 1,032.50 .00 .00 .00 .00 640.00
0 027265 OCCIDENTAL CHEMICAL CORP 518.18 21.00- .00 .00 .00 .00
0 038525 OCCIDENTAL CHEMICAL CORP 50.00 .00 55.00 .00 .00 .00
0 038575 OCCIDENTAL CHEMICAL CORP 6,925.10 .00 100.00- .00 .00 4,664.10
0 039400 OCCIDENTAL CHEMICAL CORP 1,165.00 20,950.00 .00 .00 .00 1,029.75
0 051528 OCCIDENTAL CHEMICAL CORP 7,382.40 278.40 32.00 .00 .00 .00
0 055090 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 55.00
0 059277 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 384.09
0 078706 OCCIDENTAL CHEMICAL CORP 4,514.50 .00 .00 .00 .00 .00
0 079481 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 55.00
0 081511 OCCIDENTAL CHEMICAL CORP 99.25 .00 .00 .00 .00 .00
0 082296 OCCIDENTAL CHEMICAL CORP 586.50 110.00 .00 .00 .00 380.00
0 058890 OCTAGON PROCESSING INC 105.04 .00 78.00- .00 .00 .00
0 026443 OHIO POLYCHEMICAL 8,630.50 22.00- .00 .00 .00 .00
0 090700 OHIO POLYCHEMICAL 1,494.50 .00 .00 .00 .00 .00
0 009669 OIL CHEM INC 1,499.79 728.84 .00 .00 .00 .00
0 014572 OLD BRIDGE CHEMICAL .00 .00 .00 .00 .00 9,936.53
0 087731 OLD QUAKER PAINT .00 234.00 150.00 .00 .00 .00
0 007320 OLES ENVELOPE CORP 27.50 .00 .00 110.00 .00 247.50
0 007983 OLIN CORPORATION 16,040.50 .00 1,659.00- .00 41.25 975.75
0 059350 OLIN CORPORATION 75.00 .00 .00 .00 .00 .00
0 059360 OLIN CORPORATION 1,581.00 .00 .00 .00 .00 40.00-
0 059390 OLIN CORPORATION 84,769.49 7,222.70 1,058.00 1,088.00 .00 1,354.94-
0 059400 OLIN CORPORATION 2,391.00 325.00 .00 220.00 .00 321.58
0 059410 OLIN CORPORATION 4,538.50 .00 .00 .00 .00 .00
0 059470 OLIN CORPORATION 2,574.00 .00 .00 .00 .00 .00
0 082831 OLIN CORPORATION 18,560.13 1,863.00 795.00 .00 2,154.50 82.50
0 088539 OLIN CORPORATION 10,505.69 1,207.50 100.00- .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 079767 OLIN HUNT .00 .00 .00 .00 .00 41.25
0 051209 OLYMPIC OIL COMPANY 1,419.00 .00 .00 .00 .00 .00
0 090019 OMEGA CHEMICAL CORP 1,419.00 .00 .00 .00 .00 .00
0 052526 OMNICOLOGY INC 424.00 .00 .00 .00 .00 .00
0 079982 ONTARIO HYDRO 504.93 .00 .00 .00 .00 .00
0 080566 ONTARIO HYDRO 45.00 .00 .00 .00 .00 32.10
0 085390 OPERATIONAL ENERGY CORP .00 55.00 .00 .00 .00 .00
0 089749 OPTIMA CHEMICAL 900.00 .00 .00 .00 .00 .00
0 059680 ORMET CORPORATION 210.00 .00 .00 .00 .00 .00
0 079741 OSCO/BRYSON INC .00 .00 .00 .00 .00 4,269.50
0 081782 OCSO/BRYSON INC .00 .00 .00 .00 185.00 3,089.40
0 077272 OSPECA ENTERPRISES 1,800.00 .00 .00 .00 .00 .00
0 009326 OWENS CORNING FIBERGLAS 82.50 .00 .00 .00 .00 .00
0 051516 OWENS CORNING FIBERGLAS .00 .00 .00 .00 .00 200.00
0 059700 OWENS CORNING FIBERGLAS 9,831.33 1,133.68 .00 957.50 .00 1,853.00
0 059830 OWENS CORNING FIBERGLAS 3,022.00 .00 .00 .00 .00 .00
0 059930 OWENS CORNING FIBERGLAS .00 .00 .00 27.50- .00 .00
0 088574 OWENS CORNING FIBERGLAS 3,717.00 .00 .00 .00 .00 .00
0 071343 OXY PETROCHEMICALS INC 5,675.89 .00 .00 .00 .00 395.00
0 071431 P & O CONTAINERS LIMITED .00 .00 .00 .00 .00 138.50
0 002173 P B & S CHEMICAL COMPANY 2,249.80 .00 .00 .00 .00 .00
0 060640 P B & S CHEMICAL COMPANY 2,873.50 63.00 .00 .00 .00 .00
0 063072 P C A EAST INC 3,472.00 .00 .00 .00 .00 137.50
0 082020 P C I 27.50 27.50- .00 .00 .00 .00
0 056869 P C R INCORPORATED 1,183.50 .00 .00 .00 275.00 .00
0 033970 P D GEORGE COMPANY 4,027.27 .00 .00 .00 .00 .00
0 034300 P H GLATFELTER COMPANY 8,714.25 .00 193.25 460.00 52.00 315.00
0 071793 P H GLATFELTER COMPANY .00 .00 .00 822.50 .00 .00
0 077873 P O CONTAINERS LIMITED 362.25 .00 .00 .00 .00 .00
0 000168 P P G INDUSTRIES INC 165.00 .00 .00 .00 .00 .00
0 003198 P P G INDUSTRIES INC .00 651.80 .00 .00 .00 .00
0 007372 P P G INDUSTRIES INC 8,334.00 425.00- .00 .00 .00 556.45-
0 018500 P P G INDUSTRIES INC 1,274.00 .00 .00 .00 .00 .00
0 018520 P P G INDUSTRIES INC 7,458.25 50.00 .00 55.00 705.00 2,929.00
0 028435 P P G INDUSTRIES INC 2,227.40 .00 .00 .00 .00 .00
0 051984 P P G INDUSTRIES INC .00 .00 .00 .00 .00 25.00-
0 053365 P P G INDUSTRIES INC 4,581.34 .00 .00 .00 .00 100.00-
0 053425 P P G INDUSTRIES INC .00 .00 .00 .00 .00 55.00
0 063230 P P G INDUSTRIES INC .00 .00 .00 .00 .00 765.82
0 064580 P P G INDUSTRIES INC 277.50 .00 .00 .00 .00 .00
0 064620 P P G INDUSTRIES INC 6,969.25 .00 .00 .00 .00 .00
0 064660 P P G INDUSTRIES INC .00 .00 .00 .00 .00 55.00
0 064740 P P G INDUSTRIES INC 2,587.98 .00 .00 .00 .00 .00
0 075436 P P G INDUSTRIES INC 1,593.00 .00 .00 .00 .00 .00
0 077420 P P G INDUSTRIES INC 44,543.00 2,428.00 3,263.00 4,678.00 1,786.95 1,247.26
0 078033 P P G INDUSTRIES INC .00 .00 .00 .00 937.40 .00
0 083191 P P G INDUSTRIES INC 409.00 .00 282.50 .00 .00 101.27-
0 009153 P Q CORPORATION 1,723.50 .00 .00 .00 .00 1,220.46
0 018156 P Q CORPORATION .00 .00 27.50- .00 .00 .00
0 022149 P Q CORPORATION .00 .00 .00 185.00- .00 93.36-
0 053290 P Q CORPORATION 28,935.00 .00 190.00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 051313 P&D CONTAINERS LIMITED 432.50 .00 .00 .00 .00 .00
0 009473 PABCO PAPER PRODUCTS INC 688.00 .00 .00 .00 .00 .00
0 079852 PACE CHEMICAL INC 7,024.03 .00 .00 .00 935.00 2,217.05
0 070673 PACIFIC ANCHOR CHEMICAL C 27.50 .00 .00 .00 .00 .00
0 088660 PACIFIC COAST .00 154.00 .00 .00 .00 .00
0 006360 PACIFIC INDUSTRIES INC 3,108.00 .00 .00 .00 .00 .00
0 069838 PACIFIC MOLASSES COMPANY .00 .00 .00 .00 247.50- .00
0 087754 PACIFIC PAC INC .00 .00 .00 55.00 .00 .00
0 019295 PACKAGING CORP OF AMERICA 15,116.10 .00 .00 .00 .00 .00
0 066725 PACKAGING CORP OF AMERICA 825.00 .00 .00 .00 .00 .00
0 058874 PACKAGING SERVICES .00 .00 82.50 .00 .00 210.00
0 087712 PAGE CLEANING 55.00 .00 .00 .00 .00 .00
0 066106 PAN AMERICA AIRLINES .00 .00 .00 .00 .00 125.00
0 060220 PANTASOTE COMPANY 3,234.98 .00 .00 .00 .00 .00
0 072322 PANTASOTE COMPANY .00 .00 105.00 .00 .00 137.50
0 088433 PANTECH .00 .00 4,446.00 .00 .00 .00
0 056823 PAPER MANUFACTURERS 305.00 .00 .00 .00 .00 .00
0 085023 PARA AG INC .00 .00 .00 .00 .00 5,716.16
0 060280 PARA CHEMICAL INC .00 .00 180.00 .00 .00 .00
0 085910 PARADIGM LABS 90.00 243.00 .00 .00 .00 .00
0 024163 PARAMOUNT FEED 630.99 .00 .00 .00 .00 .00
0 011345 PARK CHEMICAL COMPANY 4,013.40 .00 .00 .00 .00 .00
0 021430 PARKE DAVIS & COMPANY 165.00 1,698.30 .00 .00 .00 .00
0 005158 PARKER AMCHEM 82.50 .00 .00 .00 .00 .00
0 020941 PARKS CORPORATION 1,906.00 .00 .00 .00 .00 .00
0 028636 PARKS CORPORATION 1,235.00 .00 .00 .00 .00 .00
0 060440 PARKS CORPORATION 4,302.00 .00 .00 .00 .00 .00
0 000240 PASSONNO CORPORATION .00 .00 .00 .00 .00 75.00
0 089549 PATCO 192.50 .00 .00 .00 .00 .00
0 017785 PAULSBORO PACKAGING 55.00 .00 .00 .00 .00 27.50
0 007172 PAULSEN WIRE 5,381.31 .00 .00 .00 .00 .00
0 000644 PAVE MARK 50.00 25.00- .00 .00 .00 .00
0 028464 PCT TRANSPORT INC 363.84 .00 .00 .00 .00 .00
0 068337 PEBRA - PETERBOROUGH 192.50 .00 .00 .00 .00 .00
0 003017 PECTIN .00 .00 .00 .00 .00 1,350.00
0 089459 PEINNACLE OIL 65.00 .00 .00 .00 .00 .00
0 051645 PENCO INC OF LYNDHURST N 26.26 .00 .00 .00 .00 .00
0 008502 PENFORD PRODUCTS CO 2,558.78 .00 .00 .00 .00 .00
0 054395 PENNA POWER & LIGHT CO 840.53 .00 .00 .00 .00 .00
0 062140 PENNA POWER & LIGHT CO 15,193.69 .00 .00 .00 .00 .00
0 085706 PENNTECH CORP 55.00 .00 .00 .00 .00 .00
0 054472 PENNZOIL PRODUCTS CO .00 .00 .00 .00 .00 247.50
0 069887 PENNZOIL PRODUCTS CO 2,037.50 .00 .00 .00 .00 .00
0 070737 PENNZOIL PRODUCTS CO 82.50 .00 .00 .00 .00 .00
0 071344 PENRECO 514.00 .00 .00 .00 .00 .00
0 051090 PENTRON INC 155.75 .00 .00 .00 .00 .00
0 002436 PERDUE INCORPORATED 7,614.51 .00 1,084.48- .00 .00 169.76
0 028310 PERIDOT CHEMICAL COMPANY 172,270.09 .00 .00 .00 .00 4,865.84
0 030735 PERIDOT CHEMICAL COMPANY .00 .00 .00 .00 .00 426.00
0 087497 PERIDOT CHEMICAL COMPANY .00 .00 .00 .00 1,323.44 .00
0 089607 PERKIT FOLDING BOX CORP 40.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 086422 PERMAGILE INDUSTRIES .00 84.00 .00 .00 .00 .00
0 086357 PERRIGO SILICA 275.00 .00 .00 .00 .00 .00
0 086358 PERRIGO SILICA .00 .00 .00 .00 .00 2,196.00-
0 001838 PERVO PAINT COMPANY .00 .00 .00 .00 27.50 545.00
0 021551 PET FOODS INC .00 137.50 .00 .00 .00 .00
0 054126 PETRO CANADA PRODUCTS 1,956.00 .00 210.00 1,302.50 1,202.50 2,858.75
0 089114 PETRO CANADA PRODUCTS 1,907.67 .00 .00 .00 .00 .00
0 006203 PETRO CANADA VENTURES .00 .00 .00 .00 .00 247.50-
0 085258 PETROCEL S A 836.00 .00 .00 .00 .00 .00
0 000373 PETROLITE CORPORATION 31,151.39 150.00 1,032.28 900.08 145.12 1,177.07
0 005098 PETROLITE CORPORATION 33,770.43 .00 .00 .00 .00 968.60
0 021995 PETROLITE CORPORATION 220.00 .00 .00 27.50 .00 192.50
0 067218 PETROLITE CORPORATION 1,031.00 .00 .00 .00 .00 .00
0 072559 PETRON CORPORATION 5,015.52 .00 .00 .00 .00 275.50
0 071541 PETROPLUS 346.87 .00 .00 .00 .00 677.62
0 083884 PETROWAX PA INC .00 .00 .00 .00 .00 3,078.00
0 055345 PFISTER CHEMICAL WORKS .00 .00 .00 52.00 26.00 909.00
0 063180 PFIZER INC 110.00 .00 .00 .00 .00 .00
0 067090 PFIZER INC .00 .00 .00 .00 .00 450.00
0 080463 PFIZER INC .00 .00 .00 .00 .00 125.00
0 055455 PHELPS DODGE CORPORATION 82.50 .00 .00 .00 .00 .00
0 052115 PHIBRO ENERGY INC 27.50 .00 .00 411.00 .00 .00
0 004667 PHIBRO REFINING INC 882.00 .00 .00 .00 .00 .00
0 063510 PHILA ELECTRIC COMPANY 26.26 .00 .00 .00 .00 .00
0 088126 PHILADELPHIA CONVENTION C .00 .00 385.00 275.00 605.00 .00
0 075832 PHILIPS COMPONENTS 1,238.40 .00 .00 .00 .00 .00
0 076148 PHILIPS LIGHTING CORP .00 .00 .00 .00 .00 2,365.00-
0 011199 PHILLIP MORRIS USA 1,425.00 .00 .00 .00 .00 .00
0 055615 PHILLIP MORRIS USA 385.00 .00 .00 .00 .00 275.00
0 062398 PHOENIX PETROLEUM 178.76 .00 .00 .00 .00 .00
0 064110 PHOTO CIRCUIT COMPANY 26.26 .00 .00 .00 .00 338.00-
0 053345 PHTHALCHEM INC 100.00 .00 .00 .00 .00 .00
0 081953 PICKETT ENTERPRISES INC .00 .00 .00 .00 .00 4,103.58
0 060094 PIEDMONT LABS 285.00 .00 .00 .00 .00 .00
0 000797 PIERCE & STEVENS CHEMICAL 15,782.06 .00 .00 .00 .00 .00
0 064210 PIERCE & STEVENS CHEMICAL .00 .00 .00 .00 .00 27.50-
0 063651 PILGRIM INDUSTRIES .00 110.00 55.00 .00 .00 110.00
0 001027 PILOT CHEMICAL COMPANY 137.50 .00 .00 .00 .00 .00
0 001815 PILOT CHEMICAL COMPANY 135.00 .00 .00 .00 .00 .00
0 054204 PILOT CHEMICAL COMPANY 4,980.23 247.50- .00 .00 .00 .00
0 090228 PILOT CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00
0 066500 PILOT LABORATORIES 27.50 .00 .00 .00 .00 .00
0 027599 PIONEER CHLORALKALI CO IN 156.00 .00 .00 .00 .00 42.60
0 008274 PIONEER PAINT PRODUCTS .00 .00 .00 .00 .00 467.50
0 014546 PIRELLI CABLE CORPORATION .00 .00 .00 .00 .00 68.75
0 051388 PITTSBURGH PENN OIL COMPA 55.00 .00 .00 .00 .00 .00
0 005901 PITTWAY CORPORATION .00 .00 .00 .00 .00 237.50
0 065174 PLACID REFINING CO 2,161.50 .00 .00 .00 .00 .00
0 088148 PLAID ENTERPRISES .00 .00 .00 .00 665.00 .00
0 076839 PLASTIC SPEC & TECH .00 .00 .00 .00 .00 100.00
0 070603 PLASTIC SPEC & TECHNOLOG 302.50 .00 .00 .00 96.00 1,116.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 088008 PLAZE INC. 27.50 .00 .00 .00 .00 .00
0 005752 PMC SPECIALITIES GROUP INC .00 .00 .00 .00 .00 166.00
0 006082 PMC SPECIALITIES GROUP INC 78.00 .00 .00 52.00 .00 250.00
0 006642 PMC SPECIALITIES GROUP INC .00 .00 .00 .00 .00 214.20-
0 009604 PMC SPECIALITIES GROUP INC .00 27.50 .00 .00 .00 374.50
0 073970 PMC SPECIALITIES GROUP INC .00 .00 .00 .00 .00 625.00
0 006773 POLIOLES 260.00 .00 .00 .00 .00 .00
0 063086 POLIOLES 8,660.50 .00 .00 .00 .00 .00
0 061874 POLLIO DIARY PRODUCTS 25.00 .00 .00 .00 .00 .00
0 022041 POLY CHEM INC .00 .00 .00 .00 .00 600.65-
0 065060 POLYCAST TECHNOLOGY CORP 68.75 151.25 .00 .00 .00 .00
0 081555 POLYCHROME CORPORATION 1,974.05 .00 .00 .00 .00 .00
0 080546 POLYCON INDUSTRIES 55.00 .00 .00 .00 .00 .00
0 003604 POLYFILMS INC 220.00 .00 .00 .00 .00 735.00
0 002596 POLYMER DEVELOPMENT LABS 280.00 .00 .00 .00 .00 .00
0 080507 POLYSAR RUBBER SERVICES 398.40 32.10 .00 .00 .00 .00
0 069062 POLYSAT INC 5,250.50 .00 .00 141.50 216.50 2,678.50
0 068853 POLYTEX ENVIRONMENTAL INK .00 .00 .00 .00 .00 50.00
0 028622 POLYTHANE SYSTEMS INC 180.00 .00 .00 .00 .00 926.77-
0 009637 POLYTOP 5,647.73 .00 .00 .00 .00 346.00
0 087509 POPE & TALBOT INC 2,950.00 .00 .00 .00 .00 .00
0 087281 PORCELAIN INDUSTRIES INC 272.00 .00 .00 .00 .00 .00
0 005983 POTLATCH CORPORATION 5,977.55 .00 .00 .00 .00 .00
0 008224 PPG INDUSTRIES INC 2,849.01 .00 .00 .00 .00 50.00
0 071043 PRECISION CASTPARTS CORP .00 27.50 .00 .00 55.00 .00
0 082889 PRECISION FABRICS GROUP 96.25 .00 .00 .00 .00 .00
0 089125 PREMIER INDUSTRIES CORP .00 192.50 .00 .00 .00 .00
0 065830 PREMIX INC 2,561.45 .00 .00 .00 .00 295.50
0 086929 PRIDE SOLVENTS & CHEM CO .00 .00 .00 .00 104.00 .00
0 009814 PRILLAMAN CHEMICAL CORP .00 165.00 .00 .00 .00 .00
0 086178 PRILLAMAN CHEMICAL CORP 1,924.00 .00 .00 .00 .00 .00
0 086224 PRILLAMAN CHEMICAL CORP .00 .00 .00 110.00- .00 .00
0 085230 PRIMARY RECOVERY CORP 1,796.00 .00 .00 .00 .00 .00
0 089980 PRIORITY TRANSPORTATION 697.00 .00 .00 .00 .00 .00
0 083883 PRO PAC .00 .00 .00 .00 .00 40,664.58
0 088509 PROCTER & GAMBLE DE MEXIC .00 .00 .00 1,215.00 .00 .00
0 001303 PROCTER & GAMBLE MFG CO 1,826.00 .00 .00 .00 .00 780.00
0 011800 PROCTER & GAMBLE MFG CO 715.00 .00 .00 .00 .00 .00
0 020435 PROCTER & GAMBLE MFG CO 2,636.68 .00 .00 .00 .00 .00
0 050787 PROCTER & GAMBLE MFG CO 32,089.10 36.00- 3,652.52 .00 736.00 23.00-
0 065910 PROCTER & GAMBLE MFG CO 44,389.04 257.16 .00 .00 .00 387.80
0 065940 PROCTER & GAMBLE MFG CO 392.38 .00 .00 .00 .00 .00
0 065960 PROCTER & GAMBLE MFG CO .00 .00 .00 407.00 .00 .00
0 066060 PROCTER & GAMBLE MFG CO 25,661.55 6,253.94 30.00- 448.80 79.64- 11,937.45
0 072571 PROCTER & GAMBLE MFG CO .00 .00 .00 .00 .00 220.00
0 075957 PROCTER & GAMBLE MFG CO 1,361.35 .00 .00 .00 .00 .00
0 083295 PROCTER & GAMBLE MFG CO 37,200.00 .00 .00 .00 .00 53,400.00
0 087836 PROCTER & GAMBLE MFG CO 4,650.45 .00 .00 .00 .00 .00
0 089229 PROCTER & GAMBLE MFG CO .00 45.00 .00 .00 .00 .00
0 074838 PROCTOR & GAMBLE CELLULOS 14,505.00 27.50 .00 .00 .00 .00
0 085451 PROD, IND, DE PLOMO SA DE 26,418.25 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 063181 PROVOST CARTAGE .00 .00 .00 .00 .00 1,271.17
0 085969 PSI CHEMICALS 737.00 .00 .00 .00 .00 .00
0 066220 PUBLIC SERV ELEC & GAS 183.82 .00 137.50 .00 412.50 1,977.50
0 010346 PUERTO RICAN MARINE MGMT .00 .00 .00 .00 .00 2,876.44
0 055127 PUROLITE 45.00 .00 .00 .00 .00 180.00
0 000032 PVS CHEMICALS INC 67,058.38 50.00 1,401.41 4,904.22 6,118.55 1,199.40
0 014286 PVS CHEMICALS INC 3,243.20 .00 .00 .00 .00 10,905.33
0 054965 PVS CHEMICALS INC 25,483.00 .00 102.00 482.28 125.00 4,186.47
0 012574 PVS NOLWOOD CHEMICAL INC 5,077.83 .00 .00 .00 841.14 .00
0 083903 PVS TECHNOLOGIES 36,812.77 406.34 .00 .00 1,612.86 716.16
0 067220 Q O CHEMICALS INC 19,537.79 532.50 150.00 200.00 425.00 473.00
0 071195 Q O CHEMICALS INC 6,736.00 .00 .00 .00 .00 .00
0 087640 QUADRO CORPORATION 5,712.50 .00 .00 .00 .00 .00
0 006734 QUADRANT CHEMICAL CO 3,150.00 .00 .00 .00 .00 579.90
0 057595 QUAKER CHEMICAL CORP 14,125.60 51.50 .00 .00 .00 .00
0 067180 QUAKER STATE CORPORATION 9,978.80 .00 .00 .00 .00 .00
0 057514 QUAKER SUPREME .00 .00 .00 .00 .00 55.00
0 066456 QUALA SYSTEMS INC 3,650.00 .00 .00 .00 .00 .00
0 085029 QUALA SYSTEMS INC 6,291.00 225.00 .00 .00 .00 .00
0 087388 QUALA SYSTEMS INC 675.00 .00 .00 .00 .00 .00
0 089043 QUALA SYSTEMS INC 450.00 .00 .00 .00 .00 .00
0 089223 QUALA SYSTEMS INC 6,137.50 .00 .00 .00 .00 .00
0 089225 QUALA SYSTEMS INC 2,962.50 .00 .00 .00 .00 .00
0 089226 QUALA SYSTEMS INC 10,362.50 .00 .00 .00 .00 .00
0 089227 QUALA SYSTEMS INC 455.50- .00 .00 .00 .00 .00
0 089231 QUALA SYSTEMS INC 14,745.00 .00 .00 .00 .00 .00
0 089233 QUALA SYSTEMS INC 50.00 .00 .00 .00 .00 .00
0 089235 QUALA SYSTEMS INC 7,775.00 .00 .00 .00 .00 .00
0 089475 QUALA SYSTEMS INC 225.00 .00 .00 .00 .00 .00
0 089547 QUALA SYSTEMS INC 15,774.50 .00 .00 .00 .00 .00
0 089725 QUALA SYSTEMS INC 1,146.00 .00 .00 .00 .00 .00
0 089728 QUALA SYSTEMS INC 287.50 .00 .00 .00 .00 .00
0 089857 QUALA SYSTEMS INC 10,748.25 .00 .00 .00 .00 .00
0 089858 QUALA SYSTEMS INC 330.00 .00 .00 .00 .00 .00
0 089903 QUALA SYSTEMS INC 197.00 .00 .00 .00 .00 .00
0 023203 QUALITY CHEMICALS .00 .00 .00 55.00 .00 .00
0 055074 QUALITY CHEMICALS .00 .00 .00 .00 .00 174.00
0 051615 QUANTUM CHEMICAL CORP 165.00 .00 .00 .00 .00 .00
0 084610 QUANTUM CHEMICAL CORP 625.00 250.00 125.00 250.00 .00 .00
0 070492 QUEBEC AND ONTATIO PAPER 2,030.86 .00 .00 .00 .00 .00
0 088197 QUEBEC PIGMENTS 110.00 .00 .00 .00 .00 .00
0 003776 QUIMICA IND DEL NORTE SA .00 .00 .00 .00 .00 7,494.33
0 075517 QUIMOBASICOS S.A. DE C. V. .00 .00 .00 .00 .00 2,797.11
0 006766 QUIMOBASICOS S.A. DE C. V. 280.00 .00 .00 .00 .00 .00
0 073339 QUINCY COMPRESSOR 5,797.00 .00 .00 .00 .00 .00
0 005642 R & F COAL COMPANY .00 .00 745.45 .00 .00 .00
0 022836 R M INDUSTRIES .00 27.50 .00 .00 .00 .00
0 019883 R MAX 110.00 .00 .00 .00 .00 .00
0 086639 RAANI CORPORATION .00 .00 .00 .00 .00 1,697.70
0 086169 RADCURE 302.50 .00 .00 .00 .00 .00
0 090121 RADCURE SPECIALTIES INC 5,496.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 057955 RADIATOR SPECIALTY CO 90.00 .00 .00 .00 .00 .00
0 088687 RAIL SERVICE INC 169.00 524.00 .00 .00 .00 .00
0 067476 RAISIO INC .00 .00 90.00 .00 .00 55.00
0 067700 REA MAGNET WIRE CO INC 7,269.00 .00 .00 .00 .00 .00
0 058432 REACTION PRODUCTS COMPANY 963.82 .00 .00 .00 .00 .00
0 012628 REAGENT CHEMICAL COMPANY .00 .00 .00 .00 .00 392.00
0 089026 RECKITT & COLMAN .00 21.40- .00 .00 .00 .00
0 080919 RECKITT & COLMAN HOUSEHOL 5,156.50 .00 .00 .00 .00 .00
0 007282 RECOCHEM INC .00 .00 .00 .00 .00 127.50
0 051205 RECOCHEM INC .00 .00 .00 .00 .00 36.78
0 088106 RECOVERY SYSTEMS .00 .00 .00 .00 .00 3,763.75
0 004482 RED SPOT WESTLAND INC 165.00 .00 .00 137.50 .00 150.00
0 087397 REDMONT SA DE CV 19,745.00 .00 .00 .00 .00 .00
0 068200 REFINED SUGARS INC 165.00 548.00 .00 .00 .00 .00
0 087100 REGAL MARINE INDUSTRIES I .00 .00 .00 .00 .00 27.50
0 022246 REGALITE PLASTICS CORP .00 .00 .00 .00 .00 36.00
0 006628 REGIONAL ENTERPRISES 27.50 .00 .00 .00 27.50 .00
0 004430 REICHHOLD CHEMICAL COMPAN 843.52 .00 .00 .00 .00 .00
0 000561 REICHHOLD CHEMICAL COMPANY 1,785.65 .00 .00 .00 .00 723.65-
0 004437 REICHHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 900.25
0 006660 REICHHOLD CHEMICAL COMPANY 814.84 .00 .00 .00 .00 .00
0 063085 REICHHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 682.00
0 068490 REICHHOLD CHEMICAL COMPANY 2,914.92 .00 .00 .00 .00 .00
0 070310 REICHHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 96.00
0 070510 REICHHOLD CHEMICAL COMPANY 1,137.34 .00 .00 55.00 .00 .00
0 073978 REICHHOLD CHEMICAL COMPANY .00 .00 .00 .00 55.00 175.00
0 075254 REICHHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 825.00
0 077216 REICHHOLD CHEMICAL COMPANY 3,077.50 .00 .00 .00 .00 3,082.50
0 089521 REICHHOLD CHEMICALS INC 55.00 .00 .00 .00 .00 .00
0 068610 REILLY INDUSTRIES INC 708.25 .00 .00 .00 .00 .00
0 068700 REILLY WHITEMAN INC 3,560.00 .00 52.00 .00 .00 .00
0 077422 REILLY WHITEMAN INC 8,669.00 2,025.00 625.00 929.75 .00 625.00
0 021083 RELIANCE UPHOLSTERY CO 45.00 .00 .00 .00 .00 .00
0 055707 REMALY RUEL COMPANY 125.68 .00 .00 .00 .00 .00
0 082087 REMARC CHEMICAL COMPANY 1,033.00 .00 .00 .00 .00 .00
0 004451 RENOSOL CORPORATION 245.00 .00 165.00 .00 .00 .00
0 089162 RENTAL UNIFORM SERVICE .00 27.50 .00 .00 .00 .00
0 085467 REPROCELL PULP & PAPER 660.00 .00 .00 .00 .00 .00
0 089432 REPUBLIC ENVIRONMENTAL SY 302.50 .00 .00 .00 .00 .00
0 085322 RESEARCH OIL COMPANY .00 .00 .00 330.00 .00 .00
0 026619 RESIN TECHNOLOGY INC 90.00 .00 .00 .00 .00 .00
0 009459 RESINALL INC .00 .00 .00 55.00 .00 .00
0 016915 RESINALL INC .00 .00 .00 .00 .00 165.00
0 068980 REVLON PROFESSIONAL PRODU 1,666.70 .00 .00 .00 .00 619.50
0 002707 REYNOLDS METALS COMPANY 756.00 .00 .00 .00 .00 .00
0 069010 REYNOLDS METALS COMPANY .00 .00 27.50 .00 .00 .00
0 001078 RHONE POULENC BASIC CHEMI 600.00 .00 240.00 .00 .00 275.00
0 000531 RHONE POULENC CHEMICAL 3,812.00 .00 .00 .00 .00 317.50
0 001017 RHONE POULENC CHEMICAL 3,797.50 247.50 .00 82.50 1,021.60 11,156.70-
0 001527 RHONE POULENC CHEMICAL 2,855.25 .00 .00 .00 .00 357.50-
0 004760 RHONE POULENC CHEMICAL 6,860.25 .00 192.50 63.50 .00 1,085.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 005802 RHONE POULENC CHEMICAL 27.50 .00 .00 .00 .00 .00
0 006426 RHONE POULENC CHEMICAL .00 .00 .00 .00 .00 356.50
0 007936 RHONE POULENC CHEMICAL 2,241.00 .00 .00 .00 .00 432.50
0 008471 RHONE POULENC CHEMICAL 177.00 .00 .00 .00 .00 .00
0 027596 RHONE POULENC CHEMICAL 8,501.23 .00 .00 26.00 .00 .00
0 056840 RHONE POULENC CHEMICAL 2,411.00 .00 .00 .00 .00 .00
0 064806 RHONE POULENC CHEMICAL .00 275.00 .00 .00 .00 799.00-
0 065450 RHONE POULENC CHEMICAL 121,950.64 1,956.50 327.50 642.82 642.82 228.50
0 069170 RHONE POULENC CHEMICAL 7,746.00 4,500.00 .00 .00 .00 .00
0 077159 RHONE POULENC CHEMICAL 1,668.50 3,025.50 .00 .00 .00 502.50-
0 083043 RHONE POULENC CHEMICAL 55.00 .00 .00 .00 .00 .00
0 085098 RHONE POULENC CHEMICAL 1,560.00 .00 .00 .00 .00 .00
0 085530 RHONE POULENC CHEMICAL 360.00 .00 .00 .00 .00 .00
0 086100 RHONE POULENC CHEMICAL 13,927.21 .00 .00 1,205.40 577.40 1,757.03
0 086347 RHONE POULENC CHEMICAL 609.00 .00 .00 .00 .00 .00
0 086700 RHONE POULENC CHEMICAL 560.16 .00 .00 62.50 .00 .00
0 086706 RHONE POULENC CHEMICAL 1,646.30 .00 .00 .00 .00 .00
0 007670 RHONE POULENC CHEMICAL BA 5,527.28 1,097.70 .00 78.00- .00 1,938.00-
0 012887 RHONE POULENC SPECIALITIE 9,273.23 .00 .00 .00 .00 27.50-
0 074065 RHONE POULENC SPECIALTY C 2,095.50 .00 .00 .00 .00 .00
0 001000 RHONE POULENC SURFACTANTS 2,161.00 90.00 .00 .00 577.50 132.20
0 008779 RICHARDS PAINT MFG CO .00 .00 .00 300.00 .00 82.50
0 078729 RIMTEC 2,460.00 0.00 0.00 0.00 0.00 0.00
0 061389 RINCHEM COMPANY INC 55.00 0.00 0.00 0.00 0.00 0.00
0 006741 RIO GRANDE FORWARDING 2,350.00 .00 .00 .00 .00 .00
0 086107 RIO GRANDE FORWARDING 2,000.00 .00 360.00 .00 .00 .00
0 078330 RISTANCE COMPOUNDS .00 .00 .00 .00 55.00 .00
0 084624 RITA CORP 420.00 .00 .00 .00 .00 .00
0 076369 RIVERHEAD TRANSIT MIX COR .00 .00 .00 .00 .00 40.00
0 057330 ROBINSON CHEMICAL COMPANY .00 .00 .00 .00 .00 4,047.45
0 074884 ROCHESTER GAS & ELECTRIC 55.00 .00 .00 .00 .00 .00
0 019566 ROCHESTER PRODUCTS .00 .00 .00 .00 110.00 .00
0 080826 ROCKLAND COUNTY SEWER DIS .00 .00 .00 .00 .00 150.00
0 065364 RODCO INTERNATIONAL 19,119.09 810.00 1,080.00 130.00 .00 710.00
0 089429 ROHM & HASS CANADA INC 4,993.62 .00 .00 .00 .00 .00
0 059435 ROHM & HASS COMPANY .00 90.00 .00 .00 .00 30.00-
0 059515 ROHM & HASS COMPANY 142.00 .00 .00 .00 .00 .00
0 059565 ROHM & HASS COMPANY 552.00 .00 .00 .00 .00 .00
0 066140 ROHM & HASS COMPANY 125.00 .00 .00 .00 .00 .00
0 070320 ROHM & HASS COMPANY 199,375.81 1,058.35 164.00- 47.58 .00 3,988.06
0 077435 ROHM & HASS COMPANY 128.40 .00 .00 .00 .00 .00
0 080960 ROHM & HASS COMPANY 126,342.53 1,702.76 1,079.00- 1,110.00 2,171.00- 5.00-
0 087500 ROHM & HASS COMPANY 278,346.62 .00 2,716.00- 3,568.00- .00 3,433.00
0 087501 ROHM & HASS COMPANY 4,170.25 .00 .00 .00 75.00- 446.00-
0 087502 ROHM & HASS COMPANY 78.00 .00 .00 .00 .00 .00
0 088352 ROHM & HASS COMPANY 700.50 .00 110.00 .00 .00 .00
0 089211 ROHM & HASS COMPANY 1,700.50 .00 .00 .00 .00 .00
0 077852 ROLLAND INC .00 .00 .00 .00 .00 6,970.00
0 002653 ROLLINS ENVIRONMENTAL SER .00 .00 .00 .00 .00 5,138.00
0 055110 ROLLINS ENVIRONMENTAL SER 1,960.00 .00 .00 .00 .00 .00
0 008467 ROMIC CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 072504 ROMIC CHEMICAL COMPANY 3,284.00 .00 .00 .00 .00 .00
0 020762 ROSCOM 27.50 27.50 .00 27.50 .00 82.50
0 056177 ROTONDO-PENN CAST .00 .00 .00 150.00 .00 20.00
0 058816 ROUGE STEEL COMPANY 1,806.40 .00 .00 .00 .00 .00
0 088518 ROUTE 85 LUMBER .00 .00 .00 42.00 .00 .00
0 077914 ROY BROTHERS INC 212.00 .00 .00 .00 .00 .00
0 004317 ROYAL CHEMICAL COMPANY 300.00 100.00 200.00 100.00 125.00 727.00
0 064899 ROYAL CROWN BOTTLING COMPANY .00 110.00 .00 .00 .00 .00
0 013648 ROYCE ASSOCIATES 704.00- .00 .00 .00 .00 .00
0 023318 RUBATEX INCORPORATED .00 .00 .00 .00 .00 1,204.55-
0 075802 RUBBERMAID INC 82.50 .00 .00 .00 .00 .00
0 071020 RUBICON CHEMICAL INC 60,638.43 .00 .00 938.00 .00 .00
0 070960 RUCO POLYMER CORPORATION 43,972.40 .00 .00 .00 .00 82.50
0 005838 RUETGERS NEASE CHEMICAL 1,594.00 .00 .00 .00 .00 .00
0 019924 RUETGERS NEASE CHEMICAL 2,071.00 .00 .00 .00 .00 .00
0 056420 RUETGERS NEASE CHEMICAL 44,003.53 .00 .00 .00 .00 20.00
0 063436 RUSH TRUCKING .00 .00 .00 .00 .00 100.00
0 006394 S & S CHEMICAL COMPANY .00 .00 .00 .00 .00 172.00
0 067024 S A B H 165.00 .00 .00 .00 .00 .00
0 052005 S A DAY MFG CO INC 3,325.61 .00 .00 .00 .00 .00
0 005238 S C JOHNSON & SON INC 165.00 .00 .00 55.00 .00 55.00
0 003234 S C M CORPORATION 2,023.00 .00 .00 .00 .00 .00
0 022130 S C M ORGANIC CHEMICALS .00 .00 23.00 .00 .00 373.00
0 004699 S D WARREN COMPANY 27,068.00 .00 .00 .00 .00 .00
0 051892 S D WARREN COMPANY 1,855.00 721.39 .00 .00 .00 1,602.96
0 001265 S L GILLMAN PAINT CO 6,755.00 .00 .00 .00 .00 2,073.00
0 077112 S S T CORPORATION 440.00 .00 .00 .00 .00 450.00
0 089196 SABIC MARKETING AMERICAS 275.00 .00 .00 .00 .00 .00
0 002052 SAFETY KLEEN CORPORATION 53,874.68 9,884.38 .00 .00 .00 695.30-
0 013047 SAFETY KLEEN CORPORATION 137.50 330.00 .00 .00 .00 1,027.25
0 062361 SAFETY KLEEN CORPORATION 570.00 .00 .00 .00 68.75 747.50
0 071758 SAFETY KLEEN CORPORATION .00 .00 .00 .00 .00 102.50
0 074012 SAFETY KLEEN CORPORATION .00 .00 .00 .00 .00 445.00
0 074773 SAFETY KLEEN CORPORATION 13,058.00 556.00 527.50 510.00 147.50 18,671.00
0 089069 SAFETY KLEEN CORPORATION 1,669.50 3,408.60 .00 .00 .00 .00
0 073226 SAN MATEO FORWARDING INC 840.00 .00 .00 .00 .00 .00
0 086925 SANCAP ABRASIVES 557.00 .00 .00 .00 .00 .00
0 086796 SANDOZ AGRO INC 4,041.05 .00 .00 .00 .00 .00
0 005364 SANDOZ CHEMICALS CORP 200.00 .00 .00 .00 .00 .00
0 058041 SANDOZ CHEMICALS CORP 880.50 .00 .00 .00 .00 .00
0 065587 SANDOZ CHEMICALS CORP 599.15 .00 .00 .00 .00 .00
0 076400 SANDOZ CHEMICALS CORP 595.50 .00 .00 .00 .00 337.00
0 019501 SANITARY SOAP COMPANY 135.00 .00 .00 .00 .00 .00
0 084817 SARA LEE KNIT PRODUCTS .00 .00 .00 .00 .00 472.00-
0 079942 SARTOMER COMPANY 2,643.00 1,237.50 .00 .00 .00 729.52
0 078321 SATTELITE INT'L SUPPLY INC .00 .00 .00 .00 .00 180.00
0 080267 SATURN CORPORATION CENTER .00 .00 .00 .00 .00 797.50
0 071660 SAYLES BILTMORE BLEACHERY .00 .00 .00 .00 .00 348.16-
0 003416 SCHENECTADY INTERNATIONAL 165.00 .00 .00 .00 .0 390.56
0 005019 SCHENECTADY INTERNATIONAL 4,183.50 .00 .00 .00 .00 1,561.29
0 071900 SCHENECTADY INTERNATIONAL 10,695.40 82.50 .00 192.50 55.45 1,996.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 060879 SCHULLER INTERNATIONAL .00 .00 .00 .00 .00 1,471.87
0 083272 SCM CHEMICALS .00 1,652.00 2,036.00 .00 .00 .00
0 060109 SCOT LUBRICANTS .00 .00 48.00 .00 .00 120.00
0 010540 SCOTFORD/CO/SHELLL CANADA 6,607.50 .00 .00 .00 .00 .00
0 056207 SCOTT LABS INC 302.50 .00 .00 .00 .00 .00
0 089430 SCOTT PAPER CO 2,480.60 .00 .00 .00 .00 .00
0 026424 SCOTT PAPER COMPANY 2,435.30 220.00 .00 .00 766.02 5,795.81
0 084731 SEA-PRO BOATS INC 150.00 .00 .00 .00 .00 .00
0 005066 SEALED AIR CORPORATION 137.50 .00 .00 .00 .00 27.50-
0 073620 SEALMASTER MANUFACTURING 1,635.00 .00 .00 .00 .00 .00
0 053493 SEALRIGHT COMPANY INC 120.00 .00 .00 .00 .00 .00
0 067562 SEELER INDUSTRIES 3,067.00 .00 .00 .00 .00 .00
0 085738 SEGO .00 .00 .00 .00 .00 381.40
0 056251 SELECTIVE COATINGS INC 1,692.00 .00 .00 .00 .00 .00
0 078125 SERVICE COATINGS INC 440.00 27.50 55.00 .00 .00 .00
0 057880 SERVICES TMG .00 .00 .00 .00 .00 217.63-
0 085163 SFPP L T 1,536.33 .00 .00 .00 .00 .00
0 001442 SHAKESPEARE COMPANY 27.50 137.50 205.00 .00 .00 .00
0 078937 SHANNON CHEMICAL CORP .00 .00 .00 .00 27.50 385.50
0 002778 SHARON TUBE COMPANY 253.78 .00 .00 .00 253.78 .00
0 063539 SHEBOYGAN PAINT CO INC 906.35 .00 .00 .00 .00 .00
0 076642 SHELL CANADA 2,998.25 .00 .00 .00 .00 .00
0 016629 SHELL CHEMICAL COMPANY 1,800.50 .00 .00 .00 .00 .00
0 063357 SHELL CHEMICAL COMPANY 10,994.86 .00 .00 3,245.70 .00 751.00
0 073550 SHELL CHEMICAL COMPANY .00 .00 .00 .00 .00 1,279.00
0 073640 SHELL CHEMICAL COMPANY 137.50 .00 .00 .00 .00 900.00
0 073780 SHELL CHEMICAL COMPANY 58,117.57 .00 .00 .00 69.90 1,430.76
0 073830 SHELL CHEMICAL COMPANY 165.00 .00 .00 .00 .00 .00
0 074394 SHELL CHEMICAL COMPANY 302.50 .00 .00 .00 .00 577.50
0 077088 SHELL CHEMICAL COMPANY .00 .00 .00 .00 .00 3,769.99
0 078484 SHELL CHEMICAL COMPANY 397.00 .00 .00 .00 .00 .00
0 081341 SHELL CHEMICAL COMPANY 672.00 .00 .00 .00 .00 .00
0 089676 SHELL CHEMICAL COMPANY 4,994.00 .00 .00 .00 .00 .00
0 014020 SHELL DEVELOPMENT COMPANY 2,845.60 220.00 .00 .00 .00 185.00-
0 000712 SHELL OIL COMPANY 3,131.50 74,209.25 1,267.50 .00 55.00 .00
0 002769 SHELL OIL COMPANY .00 .00 .00 .00 990.86- .00
0 020865 SHELL OIL COMPANY 622.83 .00 .00 .00 .00 .00
0 022501 SHELL OIL COMPANY 1,467.92 .00 .00 .00 .00 .00
0 054721 SHELL OIL COMPANY .00 .00 .00 .00 .00 1,707.64
0 056616 SHELL OIL COMPANY .00 2,719.30- .00 .00 .00 .00
0 064591 SHELL OIL COMPANY .00 .00 .00 .00 .00 4,077.00
0 067075 SHELL OIL COMPANY 1,485.00 .00 .00 .00 .00 .00
0 071413 SHELL OIL COMPANY .00 .00 55.00 .00 .00 .00
0 072452 SHELL OIL COMPANY 3,311.89 .00 .00 .00 .00 .00
0 073530 SHELL OIL COMPANY 3,234.00 .00 .00 .00 .00 .00
0 073760 SHELL OIL COMPANY 26,298.35 .00 .00 .00 .00 .00
0 075337 SHELL OIL COMPANY 2,397.00 .00 .00 .00 .00 75.00
0 076581 SHELL OIL COMPANY 5,365.00 .00 .00 .00 .00 .00
0 078048 SHELL OIL COMPANY 39,516.38 6,359.74 .00 .00 2,566.00 1,328.00
0 081351 SHELL OIL COMPANY 7,254.00 .00 .00 .00 .00 .00
0 050636 SHELL WESTERN E & P INC .00 .00 .00 45.00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 055319 SHELL WESTERN E & P INC .00 2,606.32 .00 .00 .00 .00
0 073800 SHENANGO INC 3,128.60 .00 .00 .00 .00 .00
0 073720 SHEPHERD CHEMICAL COMPANY 1,180.88 .00 .00 .00 .00 .00
0 004754 SHEREX CHEMICAL COMPANY 2,097.00 .00 .00 .00 .00 .00
0 053960 SHERMAN HEATING OIL .00 .00 .00 .00 .00 245.25-
0 008303 SHERWIN WILLIAMS COMPANY 247.50 .00 .00 .00 .00 .00
0 009175 SHERWIN WILLIAMS COMPANY 330.00 .00 .00 .00 .00 .00
0 020436 SHERWIN WILLIAMS COMPANY 612.50 .00 .00 .00 .00 36.67
0 022090 SHERWIN WILLIAMS COMPANY 632.50 .00 .00 .00 .00 .00
0 050665 SHERWIN WILLIAMS COMPANY 110.00 .00 .00 .00 .00 .00
0 073740 SHERWIN WILLIAMS COMPANY 161.50 .00 .00 .00 .00 805.00
0 073940 SHERWIN WILLIAMS COMPANY 687.50 .00 135.00 .00 55.00 392.50
0 083645 SHERWIN WILLIAMS CO 90.00 .00 .00 .00 .00 .00
0 018868 SHERWOOD MEDICAL INDUSTRI 55.00 .00 .00 .00 .00 .00
0 065130 SHINTECH 4,088.00 .00 .00 .00 292.00 .00
0 056088 SHRIEVE CHEMICAL COMPANY 1,339.50 .00 .00 .00 .00 .00
0 051274 SHU CHEM INC 160.00 40.00 .00 .00 .00 .00
0 080156 SICO INC .00 .00 .00 .00 527.51 323.68
0 054665 SIDNEY COAL COMPANY 110.00 55.00 .00 .00 .00 1,688.00
0 022154 SILGAN PLASTICS CORP 3,787.24 .00 .00 .00 .00 .00
0 090174 SIMPLOT SOILBUILDERS 120.00 .00 .00 .00 .00 .00
0 007596 SIMPSON PAPER COMPANY 27.50 .00 .00 .00 .00 .00
0 016111 SIMPSON PAPER COMPANY 52.52 .00 .00 .00 .00 .00
0 082507 SIMS WAREHOUSE 55.00 .00 .00 .00 .00 .00
0 063015 SLACK CHEMICAL COMPANY 27.50 .00 .00 .00 .00 .00
0 065747 SLOSS INDUSTRIES CORP .00 .00 .00 .00 .00 165.00
0 087930 SNOWDEN ENTERPRISES .00 .00 .00 .00 .00 340.80
0 050401 SNPE NORTH AMERICA INC 285.50 .00 .00 .00 .00 .00
0 013295 SOCO WESTERN CHEM CORP 82.50 .00 27.50- 27.50- .00 .00
0 024660 SOFECIA S A .00 .00 .00 .00 .00 180.00
0 086630 SOFECIA S A .00 .00 .00 .00 .00 786.00
0 087606 SOFECIA S A 2,673.00 2,621.54 .00 .00 475.00 .00
0 022874 SOLLIDAY OIL COMPANY .00 .00 .00 .00 .00 168.60-
0 089084 SOLVAY AUTOMOTIVE 1,994.42 .00 .00 .00 .00 .00
0 089796 SOLVAY MINERALS 180.00 .00 .00 .00 .00 .00
0 002551 SOLVENTS & CHEMICALS .00 .00 .00 .00 .00 126.00
0 084954 SOLVENTS & CHEMICALS INC .00 .00 .00 .00 .00 188.00
0 023215 SOLVOX MFG COMPANY .00 .00 .00 2,052.00 .00 .00
0 061785 SONOCO PRODUCTS COMPANY 1,496.80 .00 .00 .00 .00 .00
0 067070 SONOCO PRODUCTS COMPANY 1,367.95 .00 .00 .00 .00 .00
0 088854 SONOCO PRODUCTS COMPANY .00 .00 137.50 .00 .00 .00
0 066946 SONY MAGETIC PRODUCTS INC 585.00 .00 .00 .00 .00 .00
0 053389 SORG PAPER COMPANY 3,566.22 .00 .00 .00 .00 .00
0 000101 SOUTEX WORKS 110.00 .00 .00 .00 .00 .00
0 009544 SOUTH ATLANTIC SERVICES 3,065.99 .00 .00 .00 .00 .00
0 076530 SOUTH COAST TERMINALS 82.50 .00 .00 .00 .00 .00
0 076660 SOUTHCHEM INCORPORATED 3,677.60 .00 .00 .00 .00 .00
0 002089 SOUTHDOWN ENVIRONMENTAL S 8,397.98 .00 .00 .00 .00 664.00-
0 086299 SOUTHERN CALIF EDISON 385.00 .00 .00 .00 .00 .00
0 085219 SOUTHERN CALIF EDISON CO 707.40 .00 .00 .00 .00 .00
0 012689 SOUTHERN COATINGS & CHEM 137.50 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 085979 SOUTHERN COTTON OIL 593.00 .00 .00 .00 .00 .00
0 071625 SOUTHERN COUNTIES OIL CO 3,304.50 .00 .00 .00 .00 .00
0 075010 SOUTHERN MERCERIZING 353.89 .00 .00 .00 .00 .00
0 063150 SOUTHERN PACIFIC TRANS CO .00 .00 521.00 .00 .00 .00
0 053065 SOUTHWEST DISTRIBUTING 220.00 .00 .00 .00 .00 .00
0 023669 SOUTHWEST SOLVENTS & CHEM 2,261.45 .00 .00 .00 .00 145.50
0 080875 SPADARO INTERNATIONAL SER .00 .00 .00 .00 .00 155.00
0 065611 SPARTAN ADHESIVES 55.00 .00 .00 .00 .00 .00
0 002264 SPAULDING COMPOSITES CO I .00 .00 .00 2,471.00 .00 .00
0 063270 SPECIALTY MINTERALS INC. 165.00 .00 .00 .00 .00 .00
0 089014 SPINIELLO LIMITED INC .00 .00 137.50 .00 .00 .00
0 071380 ST JOE PAPER COMPANY .00 .00 .00 .00 .00 6,210.00
0 003765 ST LAWRENCE CHEMICAL LTD 110.00 .00 27.50 110.00 .00 577.50
0 005482 ST LAWRENCE CHEMICAL LTD 82.50 .00 .00 .00 .00 .00
0 065709 ST LAWRENCE CHEMICAL LTD 192.50 .00 .00 .00 .00 481.04
0 064215 ST LAWRENCE RESIN PRODUCT 1,216.60 .00 .00 .00 996.60 137.50
0 082377 ST LOUIS COUNTY WATER 110.00 .00 .00 .00 .00 .00
0 083012 ST NICHOLAS CO S 704.59 .00 .00 .00 .00 .00
0 089724 ST SERVICES 608.00 .00 .00 .00 .00 .00
0 061141 STAFLEX SPECIALTY ESTERS .00 .00 .00 .00 .00 175.00-
0 001954 STAHL USA .00 .00 .00 .00 .00 82.50
0 088851 STALER TISSUE CO .00 .00 1,035.50 .00 .00 .00
0 087197 STANADYNE AUTOMOTIVE CORP 1,082.28 .00 .00 .00 .00 .00
0 073867 STANCHEM INC .00 .00 .00 .00 .00 537.79
0 007944 STANCHEM OF CANADA INC .00 192.50- .00 .00 .00 165.00
0 070953 STANDARD CHLORINE 7,202.50 .00 .00 .00 .00 1,232.50-
0 071626 STAR ENTERPRISE 8,179.58 185.22 .00 132.86 .00 255.45
0 074513 STAR ENTERPRISE 1,057.00 .00 .00 .00 .00 .00
0 076409 STAR ENTERPRISE 55.00 .00 .00 .00 .00 1,417.00
0 014263 STATE INDUSTRIES 55.00 .00 .00 .00 .00 .00
0 078050 STELCO INC 10,878.63 941.60 .00 .00 868.84 454.14-
0 057464 STEPAN CANADA INC 135.00 .00 .00 .00 55.00- .00
0 004907 STEPAN COMPANY 2,712.00 236.53- 310.00 .00 .00 .00
0 006419 STEPAN COMPANY 966.25 220.00 .00 .00 305.50 220.00
0 064096 STEPAN COMPANY 364.00 .00 .00 .00 .00 26.00
0 065465 STEPAN COMPANY .00 467.50 .00 .00 .00 24.00
0 065485 STEPAN COMPANY 110.00 .00 .00 .00 .00 310.00
0 078190 STEPAN COMPANY 8,391.25 56.00 .00 .00 .00 .00
0 075031 STEPAN MEXICO S A 10,585.99 .00 .00 .00 .00 .00
0 015656 STERLING ORGANICS US 8,594.50 .00 .00 .00 .00 .00
0 085829 STERLING WINTHROP 82.50 .00 55.00- .00 .00 .00
0 013524 STEWART & STEVENSON OPERA .00 .00 7,825.10 .00 .00 .00
0 005076 STOCKHAUSEN INC 1,058.00 .00 .00 .00 .00 .00
0 070227 STOLLER CHEMICAL CO 100.00 .00 .00 .00 .00 .00
0 057565 STOLT NEILSON INC 3,405.36 .00 .00 207.00 55.00- 272.00-
0 067555 STOLT NEILSON INC 68,587.25 4,585.50 2,632.00 .00 635.70- 2,573.10
0 083816 STOLT NEILSON INC 11,061.10 1,302.00 1,218.00 1,787.70 .00 3,972.60
0 089314 STOLT NEILSON INC 195.00 .00 .00 .00 .00 .00
0 082053 STONE CONSOLIDATED INC 58.85 .00 .00 .00 .00 .00
0 007194 STONE CONTAINER CORP 1,749.00 .00 .00 .00 .00 .00
0 010734 STONE CONTAINER CORP 1,036.00 .00 .00 .00 .00 322.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 022224 STONE CONTAINER CORP 210.00 .00 .00 .00 .00 .00
0 077392 STORA PAPYRUS NEWTON FALL 41.25 .00 .00 .00 .00 .00
0 008948 STREET INDUSTRIES NC 2,508.00 .00 .00 .00 .00 .00
0 023683 STRICK CORPORATION .00 55.00 .00 .00 .00 .00
0 002921 SULCO CHEMICALS LTD 247.50 .00 .00 .00 .00 .00
0 059597 SUMITRANS CORP/SUMITOMO 1,527.00 .00 .00 .00 .00 .00
0 082321 SUMMIT ENVIRONMENTAL CORP .00 1,100.00 .00 .00 .00 73,335.82
0 008890 SUMMIT RESOURCE 7,880.71 23.00 .00 .00 25.00- 574.42
0 075070 SUN BELT 6,828.57 .00 .00 .00 .00 .00
0 004530 SUN CHEMICAL COMPANY .00 .00 .00 .00 3,694.00 1,796.50-
0 020684 SUN CHEMICAL COMPANY 27.50 .00 .00 .00 .00 .00
0 053448 SUN CHEMICAL COMPANY .00 .00 .00 .00 .00 725.00
0 064273 SUN CHEMICAL COMPANY .00 .00 .00 .00 .00 950.00
0 081160 SUN CHEMICAL COMPANY 1,750.80 .00 .00 .00 .00 .00
0 002489 SUN COMPANY INC .00 .00 .00 .00 .00 392.00
0 005896 SUN COMPANY INC 11,501.30 1,856.98 .00 .00 .00 .00
0 021509 SUN COMPANY INC 710.00 .00 .00 .00 .00 .00
0 022561 SUN COMPANY INC 8,438.67 186.50 .00 .00 .00 219.50
0 069874 SUN COMPANY INC 1,995.54 .00 .00 .00 200.00 275.00
0 079410 SUN COMPANY INC 52,769.16 277.50 192.50 180.00 26.00 4,051.55
0 083786 SUN COMPANY INC 1,389.91 .00 .00 .00 .00 .00
0 086444 SUN PETROCHEMICALS CO .00 .00 597.60 .00 .00 .00
0 069467 SUN PINE COMPANY .00 .00 .00 .00 .00 120.00
0 082766 SUN PIPE LINE COMPANY 826.00 .00 .00 .00 .00 .00
0 089263 SUNBURY COMPONENT IND INC 3,869.00 .00 .00 .00 .00 .00
0 050019 SUNOCO PRODUCTS COMPANY 82.50 .00 .00 .00 .00 .00
0 089957 SUNRISE UTILITY 165.00 .00 .00 .00 .00 .00
0 079356 SUNSHINE QUALITY PRODUCTS 27.50 .00 .00 .00 .00 .00
0 083757 SUPER BOND .00 .00 .00 .00 .00 247.50
0 000871 SUPER TECH PRODUCTS INC 1,662.20 .00 .00 .00 .00 .00
0 086734 SUPERIOR QUALITY PRODUCTS 830.00 .00 .00 .00 .00 .00
0 081266 SURFACTANT TECHNOLOGY 30.00- .00 .00 .00 .00 .00
0 004062 SURPASS CHEMICAL LTD 1,972.50 .00 .00 142.98 .00 2,662.50
0 007975 SURPASS CHEMICAL LTD 9,971.50 .00 29.40 276.36 1,033.38 6,055.76
0 062046 SUTTON LABORATORIES INC 32.00 .00 .00 .00 .00 .00
0 065023 SUTTONS INTL (N A) INC 20,035.20 296.00- .00 .00 .00 3,022.36
0 053526 SWANK CONSTRUCTION CO 45.00 .00 .00 .00 .00 .00
0 062067 SWEETHEART CUP CORP 55.00 .00 .00 .00 .00 .00
0 009134 SYBRON CORPORATION 90.00 3,304.31 110.00 200.00 45.00 200.00
0 020365 SYNAIR CORPORATION 217.50 .00 .00 .00 .00 .00
0 000699 SYNDET PRODUCTS 82.50 .00 .00 .00 .00 .00
0 085005 SYNERGISTICS .00 55.00 27.50 165.00 137.50 1,121.00
0 083316 SYNERGISTICS/CARY WEST 1,529.00 .00 .00 .00 .00 275.00
0 086500 SYNTHETIC PRODUCTS CO 27.50 .00 .00 .00 .00 1,201.50
0 080993 SYSTECH .00 247.50- .00 .00 .00 .00
0 022099 SYSTECH CORPORATION 420.00 .00 .00 .00 27.50 107.00
0 026171 T & T CHEMICAL COMPANY 6,299.50 .00 .00 .00 .00 .00
0 089530 T C I INC 1,500.50 .00 .00 .00 .00 .00
0 055329 T D S I 8,892.76 .00 4,142.72- .00 .00 .00
0 056884 T D S I .00 .00 .00 82.50 1,040.67 1,269.02
0 080596 T D S I 27.50 .00 .00 .00 .00 722.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 090132 T D S I 9,733.80 .00 .00 .00 .00 .00
0 077369 T G SODA ASH INC .00 .00 .00 .00 .00 74.80
0 075448 TAMARACK FARMS DAIRY .00 .00 .00 .00 .00 27.50
0 025814 TANNER CHEMICAL 526.00 .00 .00 .00 .00 .00
0 005977 TARKETT INCORPORATED 3,342.00 .00 .00 .00 .00 .00
0 084324 TAYLOR CHEMICAL CO 137.50 .00 .00 .00 .00 .00
0 089221 TAYLOR MINSTER .00 575.00 .00 .00 .00 .00
0 078478 TECHNI THERM INC .00 .00 .00 .00 .00 969.00
0 060138 TECHNICAL CHEMICAL CO .00 .00 .00 .00 .00 120.00
0 010102 TECHNICAL COATINGS CO 165.00 .00 .00 .00 .00 .00
0 003658 TECHNICAL PRODUCTS 604.25 .00 .00 .00 .00 .00
0 010109 TECHNICOTE INCORPORATED 55.00 .00 .00 .00 .00 .00
0 025658 TECTRONICS 8,414.50 .00 6,151.10 .00 .00 .00
0 065618 TEDIA CORP .00 .00 .00 .00 .00 225.00
0 002199 TELEDYNE ALLVAC 404.80 .00 .00 .00 .00 .00
0 088042 TEMPLE INLAND 27.50 .00 .00 .00 .00 .00
0 073299 TEMPLE INLAND FOREST PROD 946.00 .00 .00 .00 .00 .00
0 075556 TEMPO CHEMICALS INC 4,264.25 .00 279.00- .00 .00 844.00
0 027304 TERRA CHEMICALS INTL 5,025.00 .00 .00 .00 .00 .00
0 051347 TETLEY INC 10,066.00 .00 .00 .00 1,734.40 510.00
0 088802 TETRA TECHNOLOGIES 1,421.95 .00 .00 .00 .00 .00
0 088934 TETRA TECHNOLOGIES .00 2,083.33 .00 .00 .00 .00
0 000988 TEXACO CHEMICAL COMPANY .00 .00 .00 .00 .00 55.00-
0 005826 TEXACO CHEMICAL COMPANY 71,650.63 4,502.00 8027.40 478.00 2,733.40 68.88-
0 006053 TEXACO CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00
0 031460 TEXACO CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00
0 072917 TEXACO INT TRADERS INC 1,111.75 .00 .00 .00 .00 .00
0 080018 TEXACO LUBRICANTS 3,916.68 .00 .00 .00 .00 .00
0 014070 TEXACO REF & MARKETING 2,657.53 .00 .00 .00 .00 .00
0 056940 TEXACO REF & MARKETING 1,079.52 .00 416.00 .00 .00 982.50
0 071628 TEXACO REF & MARKETING 793.50 212.00 82.50 .00 .00 652.00
0 079351 TEXACO REF & MARKETING 4,210.38 .00 .00 .00 .00 .00
0 007830 TEXAS EASTMAN COMPANY 5,418.80 .00 .00 .00 .00 .00
0 012767 TEXAS FIBERS INCORPORATED 120.00 .00 .00 .00 .00 .00
0 002993 TEXAS GULF INC .00 .00 .00 10,607.11 3,991.00 .00
0 084771 TEXAS INDUSTRIES .00 .00 .00 .00 .00 2,836.50
0 052400 TEXAS PETROCHEMICAL 120.00 .00 .00 .00 .00 .00
0 078662 TEXAS PLASTICS INDUSTRIES .00 .00 .00 .00 .00 125.00
0 058105 TEXASGULF INC 18,059.22 .00 .00 .00 .00 .00
0 085066 TEXPAR ENERGY .00 .00 .00 .00 .00 776.00
0 081800 TEXTILE CHEMICAL CO 3,369.24 45.00 .00 93.25 282.23 3,615.09
0 004729 THATCHER CHEMICAL 1,229.83 22.00 .00 .00 192.50 1,866.25
0 060370 THE DIAL CORPORATION 247.50 .00 .00 .00 .00 8,609.42
0 087174 THE DIAL CORPORATION 663.04 .00 .00 .00 .00 .00
0 050880 THE INK COMPANY 55.00 .00 .00 .00 .00 .00
0 051307 THERMAL OXIDATION 357.50 .00 .00 .00 .00 .00
0 059274 THERMALKEN INC 247.50 .00 .00 .00 .00 3,052.00
0 050501 THERMOCLAD COMPANY 25.00 .00 .00 .00 .00 .00
0 009790 THIELE KADLIN COMPANY 24.00 .00 .00 .00 .00 .00
0 090169 THOMAS & BETTS 4,351.70 .00 .00 .00 .00 .00
0 068415 THOMAS BUILT BUSES 140.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 081681 THOMAS W DUNN CORP .00 .00 .00 .00 .00 210.00
0 065806 THOMPSON CONSUMER ELCTRO .00 .00 .00 .00 .00 497.64-
0 085158 TIFFANY MARBLE CO .00 .00 82.50 .00 .00 137.50
0 087022 TILLEY CHEMICAL .00 .00 .00 .00 .00 539.50
0 066143 TILLEY CHEMICAL CO INC .00 .00 .00 .00 .00 2,190.90
0 000611 TIMKEN COMPANY 55.00 .00 .00 .00 .00 .00
0 064754 TIMKEN COMPANY 55.00 .00 .00 .00 .00 .00
0 088786 TIMKEN COMPANY 1,123.88 .00 .00 .00 .00 .00
0 089951 TIRA PRODUCTS 60.00 .00 .00 .00 .00 .00
0 085333 TITANK AGENCIES USA INC 79.00 79.00 .00 .00 .00 358.45
0 087975 TOMEN AMERICA INC .00 .00 .00 910.70 .00 489.86
0 064116 TOPIDERM 27.50 .00 .00 .00 .00 .00
0 013948 TOSCO .00 .00 966.80 .00 .00 .00
0 086890 TOTAL DISTRIBUTION SERVICE 4,218.50 454.30 .00 454.30 .00 .00
0 056363 TOYOTA MOTORS MFG USA 1,265.00 .00 .00 .00 .00 .00
0 010686 TR-METRO CHEMICALS INC .00 1,202.76 .00 .00 .00 .00
0 083008 TRADE SHARE CORPORATION 1,402.50 .00 .00 .00 .00 .00
0 075364 TRADE WASTE INCINERATION .00 .00 .00 .00 .00 275.00
0 019609 TRAFPAK NORTH AMERICA INC 280.00 .00 .00 .00 .00 .00
0 089748 TRANS CHEM INC 70.00 .00 .00 .00 .00 .00
0 002297 TRANS CHEMICAL INC 116.40 .00 .00 .00 .00 .00
0 062717 TRANS COASTAL INDUSTRIES .00 .00 .00 .00 .00 505.75-
0 082460 TRANS GAS PIPE LINE CORP 768.00 .00 .00 .00 .00 .00
0 082152 TRANS OCEAN 1,029.50 .00 .00 .00 .00 .00
0 087695 TRANS TRADE 14,362.10 .00 .00 3.50- .00 .00
0 086156 TRANSCHEM INC .00 .00 .00 527.00 .00 .00
0 006700 TRANSCONTINENTAL FWG 4,780.00 .00 .00 .00 .00 .00
0 054038 TRANSO ENVELOPE COMPANY 192.00 .00 .00 .00 .00 .00
0 087608 TRANSOURCE POLYMERS, INC 825.00 .00 .00 .00 .00 .00
0 081176 TRANSPORT LINK .00 55.00 .00 .00 .00 .00
0 058144 TRANSPORTATION COST CONTR 642.00 .00 .00 .00 .00 .00
0 021595 TRANSPORTERS QUIUNTANILLA 180.00 .00 .00 .00 .00 11,140.00
0 088753 TRANSPORTES LOPEZ E HIJOS .00 100.00 .00 .00 .00 .00
0 081352 TRANSPORTES TRESA S A DE 9,090.00 18,270.00 .00 .00 .00 .00
0 003261 TREMCO MFG COMPANY .00 .00 .00 .00 .00 220.00
0 026636 TRI ALLWASTE .00 .00 .00 .00 .00 155.00
0 079802 TRI STATES ENVIRONMENTAL .00 .00 .00 .00 .00 1,080.00
0 089810 TRIBOSPEC CORP 2,082.50 .00 .00 .00 .00 .00
0 050846 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 213.08
0 067422 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 750.79
0 003332 TRIMET TECHNICAL PRODUCTS 935.04 .00 .00 .00 .00 .00
0 086671 TRINITY CHEMICAL IND INC 17,815.50 .00 .00 .00 .00 .00
0 079858 TRU-TEST 82.50 .00 .00 .00 .00 .00
0 008663 TRUMBULL ASPHALT COMPANY .00 .00 .00 .00 .00 232.50
0 051130 TRUMBULL ASPHALT COMPANY 1,038.86 .00 .00 .00 .00 .00
0 084764 TRYLINE CO INC .00 .00 .00 .00 .00 3,136.80
0 077294 TULIO LANDSCAPING INC .00 .00 .00 .00 .00 598.76
0 000847 TURTLE WAX INC 825.00 .00 .00 .00 .00 .00
0 011582 U N X CHEMICALS INC .00 27.50 .00 .00 .00 .00
0 084090 U S AIR FORCE .00 .00 .00 .00 .00 110.00
0 084520 U S ARMY 30,824.00 .00 .00 .00 .00 77.71-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 086175 U S E HICKSON PRODUCTS LT 1,902.40 .00 .00 2,150.80 .00 .00
0 025472 U S FINISHING CORP 50.00 .00 .00 .00 .00 .00
0 069064 U S G CORP .00 .00 .00 .00 .00 915.00
0 068438 U S G INTERIORS 385.37 .00 .00 .00 .00 .00
0 067674 U S GYPSUM CO 1,035.80 .00 .00 .00 .00 .00
0 027621 U S GYPSUM COMPANY 856.50 .00 .00 .00 .00 .00
0 063917 U S GYPSUM COMPANY 55.00 .00 .00 .00 .00 .00
0 065516 U S GYPSUM COMPANY 26.26 26.26 .00 .00 .00 405.00
0 070726 U S GYPSUM COMPANY 1,458.60 .00 .00 .00 .00 .00
0 074397 U S GYPSUM COMPANY 1,623.56 .00 .00 .00 .00 .00
0 009357 U S NAVY DEPARTMENT 137.50 .00 82.50 .00 27.50 207.50
0 070405 U S NAVY DEPARTMENT .00 .00 .00 .00 275.00 .00
0 035020 U S X CORPORATION 2,604.90 .00 .00 .00 .00 .00
0 085100 U S X CORPORATION 110.00 .00 .00 .00 .00 .00
0 086892 ULRICH CHEMICAL CO .00 .00 .00 .00 .00 178.75
0 071952 UNDERWOOD INDUSTRIES .00 .00 .00 .00 .00 1,014.00
0 067410 UNICHEMA CHEMICALS INC 5,259.50 300.00 .00 .00 .00 1,061.00
0 076736 UNICHEMA CHEMICALS INC 42,670.00 .00 2,488.00- .00 .00 .00
0 015277 UNIFI INC 250.00 .00 .00 .00 .00 .00
0 074862 UNIFIED UNIVERSAL 225.00 .00 .00 .00 .00 .00
0 004607 UNION CAMP CORPORATION 4,578.00 .00 .00 .00 .00 .00
0 026346 UNION CAMP CORPORATION 2,116.00 .00 .00 82.50 .00 .00
0 028234 UNION CAMP CORPORATION 55.00 .00 .00 .00 .00 319.00
0 073865 UNION CAMP CORPORATION 10,653.30 .00 .00 .00 .00 1,160.50
0 083470 UNION CAMP CORPORATION 1,101.60 13.75 .00 .00 27.50- 1,816.50
0 083690 UNION CAMP CORPORATION 21,149.55 82.50 .00 .00 .00 1,412.00
0 087113 UNION CAMP CORPORATION .00 520.00 .00 .00 .00 .00
0 089343 UNION CAMP CORPORATION 875.00 .00 .00 .00 .00 .00
0 089641 UNION CAMP CORPORATION 1,000.00 .00 .00 .00 .00 .00
0 001917 UNION CARBIDE CORPORATION 68,882.89 .00 .00 75.00 23.00 2,373.17-
0 003710 UNION CARBIDE CORPORATION .00 .00 262.50 .00 .00 .00
0 009184 UNION CARBIDE CORPORATION 5,388.50 .00 .00 .00 .00 .00
0 011681 UNION CARBIDE CORPORATION 38,924.57 450.00 .00 .00 135.00- .00
0 013731 UNION CARBIDE CORPORATION 650.00 500.50 .00 .00 .00 2,868.58
0 013874 UNION CARBIDE CORPORATION 720.00 .00 .00 .00 .00 .00
0 054095 UNION CARBIDE CORPORATION 58,426.78 130.00 .00 .00 .00 957.75
0 055860 UNION CARBIDE CORPORATION .00 .00 .00 .00 165.00 .00
0 059675 UNION CARBIDE CORPORATION .00 .00 .00 .00 .00 24.61
0 071285 UNION CARBIDE CORPORATION .00 .00 .00 .00 110.00
0 076296 UNION CARBIDE CORPORATION .00 .00 .00 275.00 .00 1,366.50
0 081332 UNION CARBIDE CORPORATION .00 .00 .00 .00 .00 1247.00-
0 081717 UNION CARBIDE CORPORATION 729.00 2,694.99 .00 .00 .00 .00
0 083870 UNION CARBIDE CORPORATION 540,352.69 9,182.58 1,685.90 4,986.47 82.50 650.71-
0 088980 UNION CARBIDE CORPORATION 1,245.00 .00 .00 .00 .00 .00
0 089501 UNION CARBIDE CORPORATION 1,265.00 .00 .00 .00 .00 .00
0 065972 UNION ENVELOPE CORPORATION 82.50 .00 .00 .00 .00 .00
0 065926 UNION PACIFIC RAILROAD CO 2,288.38 .00 .00 .00 .00 .00
0 084684 UNION TEXAS PETROLEUM 27.50 .00 .00 .00 .00 .00
0 009532 UNIROYAL CHEMICAL 54,171.50 57.50 835.00 .00 .00 .00
0 022455 UNIROYAL CHEMICAL 4,430.00 .00 .00 .00 .00 .00
0 052732 UNIROYAL CHEMICAL 11,937.91 .00 2,844.07 483.11 483.11 8,725.52
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 072376 UNIROYAL CHEMICAL 3,963.00 .00 .00 .00 .00 .00
0 084750 UNIROYAL CHEMICAL 13,269.50 47.50 40.50 .00 .00 138.75
0 084790 UNIROYAL CHEMICAL 856.25 30.00 .00 .00 .00 .00
0 084840 UNIROYAL CHEMICAL 88.28 .00 .00 .00 .00 .00
0 084980 UNIROYAL CHEMICAL 4,619.68 154.00 80.00 .00 .00 261.25
0 088101 UNITED BIOTECH .00 .00 .00 .00 200.00 11,523.50
0 079578 UNITED COLORS TECHNOLOGY 165.00 .00 .00 .00 .00 .00
0 085506 UNITED PANEL 220.00 .00 .00 .00 .00 .00
0 084430 UNITED REFINING COMPANY 1,181.44 .00 .00 .00 .00 740.61-
0 063289 UNITED STATES SUGAR 4,192.61 .00 .00 .00 .00 .00
0 052168 UNITED TECHNOLOGIES 567.00 .00 .00 .00 .00 .00
0 080894 UNITED TECHNOLOGIES AUTOM .00 45.00 .00 .00 .00 .00
0 087225 UNITED TECHNOLOGIES AUTOM 11,205.48 .00 .00 .00 .00 .00
0 085380 UNITEX CHEMICAL CORP 3,850.50 .00 .00 .00 .00 .00
0 005973 UNIVERSAL COOPERATIVES 943.00 .00 .00 .00 .00 .00
0 024653 UNIVERSAL FORWARDING CO 2,800.00 .00 .00 .00 .00 .00
0 085940 UNIVERSAL PACKAGING 946.00 .00 .00 .00 .00 .00
0 072714 UNIVERSAL POLYMERS .00 .00 .00 .00 137.50 .00
0 079275 UNO-VEN .00 .00 .00 .00 .00 394.63
0 086549 UNOCAL 350.60 .00 .00 .00 .00 .00
0 002172 UNOCAL CORPORATION 4,875.90 .00 .00 .00 .00 .00
0 003560 UNOCAL CORPORATION 45.00 .00 .00 .00 .00 .00
0 009453 UNOCAL CORPORATION .00 .00 .00 .00 .00 559.00
0 010485 UNOCAL CORPORATION 23,991.86 198.69 .00 .00 .00 889.40
0 011749 UNOCAL CORPORATION .00 .00 .00 .00 412.50 .00
0 012275 UNOCAL CORPORATION .00 .00 .00 .00 .00 669.00
0 012833 UNOCAL CORPORATION .00 .00 .00 .00 .00 165.00
0 074954 UNOCAL CORPORATION .00 .00 .00 829.00 .00 .00
0 079974 UNOCAL CORPORATION .00 .00 .00 .00 .00 793.24
0 085570 UPJOHN COMPANY 4,500.00 .00 .00 .00 .00 .00
0 085520 UPJOHN COMPANY 55.00 .00 .00 .00 .00 1,487.00
0 079076 URETAN S A DE C V 140.00 .00 .00 .00 .00 .00
0 086578 USX CORPORATION 192.50 .00 .00 .00 .00 .00
0 090023 USX CORPORATION 55.00 .00 .00 .00 .00 .00
0 059950 UTILITY MFG COMPANY .00 .00 .00 .00 833.50 .00
0 026910 UTILITY TRAILER COMPANY 160.00 .00 .00 .00 .00 24.00
0 082250 V F L TECHNOLOGY .00 .00 .00 .00 .00 590.00
0 065043 V V V CORPORATION 632.50 .00 .00 .00 .00 .00
0 089290 VALENTINE SUGAR 1,709.28 .00 .00 .00 .00 .00
0 059659 VALLEY PROTEIN 529.20 .00 .00 .00 .00 .00
0 026066 VALSPAR CORPORATION 6,272.60 .00 .00 220.00 .00 126.50-
0 090047 VALVOLVINE CO 4,073.00 .00 .00 .00 .00 .00
0 061019 VALVOLINE OIL COMPANY 330.00 .00 .00 .00 .00 .00
0 074959 VALVOLINE OIL COMPANY 27.50 .00 .00 .00 .00 .00
0 089144 VALVOLINE OIL COMPANY 220.00 .00 .00 .00 .00 .00
0 000010 VAN WATERS & ROGERS 45.00 .00 .00 .00 .00 .00
0 000142 VAN WATERS & ROGERS .00 .00 .00 .00 .00 115.00
0 000569 VAN WATERS & ROGERS 1,079.00 .00 82.50 .00 .00 722.05
0 001263 VAN WATERS & ROGERS 110.00 .00 .00 .00 135.00 .00
0 002731 VAN WATERS & ROGERS 516.40 .00 .00 .00 .00 .00
0 003067 VAN WATERS & ROGERS 3,104.02 .00 .00 .00 .00 5,844.93
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 003572 VAN WATERS & ROGERS 165.00 .00 .00 .00 .00 110.00
0 004335 VAN WATERS & ROGERS 180.00 .00 .00 .00 .00 .00
0 005251 VAN WATERS & ROGERS 2,108.40 .00 .00 .00 .00 .00
0 005480 VAN WATERS & ROGERS .00 .00 .00 .00 .00 475.00
0 005956 VAN WATERS & ROGERS 137.50 .00 .00 .00 82.50 135.00
0 010288 VAN WATERS & ROGERS .00 .00 .00 .00 .00 10.00
0 012125 VAN WATERS & ROGERS 270.00 .00 .00 .00 .00 .00
0 012291 VAN WATERS & ROGERS 1,625.00 82.50 137.50 .00 130.00 335.00
0 016600 VAN WATERS & ROGERS .00 .00 471.65 .00 .00 .00
0 027932 VAN WATERS & ROGERS 3,118.90 .00 .00 .00 .00 .00
0 028261 VAN WATERS & ROGERS 200.00 .00 .00 .00 .00 .00
0 050620 VAN WATERS & ROGERS 140.00 .00 .00 .00 .00 .00
0 050840 VAN WATERS & ROGERS 14,529.69 .00 .00 .00 .00 1,843.67
0 057210 VAN WATERS & ROGERS 578.00 .00 .00 .00 .00 3,798.80
0 076588 VAN WATERS & ROGERS 17,803.37 442.50 .00 .00 2,350.00 12,964.72
0 077074 VAN WATERS & ROGERS 4,015.00 1,594.00 243.50 193.13 30.00 3,788.64
0 077090 VAN WATERS & ROGERS 337.50 .00 .00 .00 .00 .00
0 079754 VAN WATERS & ROGERS .00 .00 .00 .00 137.50 .00
0 084913 VAN WATERS & ROGERS 3,928.00 .00 .00 .00 .00 80.00
0 085770 VAN WATERS & ROGERS 55.00 .00 .00 .00 .00 .00
0 089068 VAN WATERS & ROGERS .00 2,026.68 .00 .00 .00 .00
0 074247 VAN WATERS & ROGERS INC 90.00 .00 .00 .00 .00 .00
0 052239 VANCHEM INC 981.00 .00 .00 .00 .00 .00
0 088678 VANGUARD PLASTICS INC 187.00 .00 .00 .00 .00 .00
0 056428 VELSICOL CHEMICAL CORP 4,420.00 .00 .00 .00 .00 79.00
0 086180 VELSICOL CHEMICAL CORP 1,170.00 .00 .00 .00 .00 522.50
0 080640 VENTEX FIBERS LTD 27.50 .00 .00 .00 .00 .00
0 083246 VENTURA COASTAL .00 .00 491.47 .00 .00 .00
0 072418 VESUVIUS U S A 6,062.70 .00 .00 .00 .00 .00
0 080122 VI-JON LABS INC 962.50 320.00 .00 .00 .00 .00
0 0900042 VIGORD INDUSTRIES 1,237.00 .00 .00 .00 .00 .00
0 089200 VILLE DE TERREBONNE 445.12 .00 .00 .00 .00 .00
0 054201 VININGS ALUM PRODUCTS 4,303.92 .00 .00 .00 .00 .00
0 089083 VIPLASTICOS SA DE CV 90.00 .00 .00 .00 .00 .00
0 024454 VIRGINIA CONCRETE COMPANY .00 .00 .00 .00 .00 120.00
0 002737 VIRGINIA ELEC POWER CO 1,998.00 .00 .00 .00 .00 .00
0 004373 VIRGINIA GALVANIZING CORP 2,337.00 .00 .00 .00 .00 .00
0 008099 VIRKLER CHEMICAL COMPANY 27.50 .00 .00 .00 .00 472.20
0 005610 VISTA CHEMICAL 7,524.50 .00 .00 .00 .00 535.00
0 019020 VISTA CHEMICAL 170,910.01 3,989.00 2,186.38 .00 .00 2,935.47
0 019400 VISTA CHEMICAL 577.50 .00 .00 .00 .00 2,351.99
0 081761 VISTA CHEMICAL .00 2,909.20 .00 .00 .00 .00
0 083525 VISTA CHEMICAL 130.00 .00 .00 .00 .00 .00
0 026774 VISTA POLYMER .00 .00 82.50 .00 .00 .00
0 083604 VITAFOAM 27.50 .00 .00 .00 .00 .00
0 072935 VULCAN MATERIAL CORP 191,945.35 .00 .00 1,046.50 213.50 .00
0 086260 VULCAN MATERIAL CORP .00 .00 .00 .00 .00 1,014.00-
0 002656 VULCAN OIL COMPANY .00 165.00 27.50 .00 .00 .00
0 082558 VULSAY INDUSTRIES INC 27.50 .00 .00 .00 .00 .00
0 075370 VYCON CHEMICALS INC 510.00 .00 .00 .00 .00 .00
0 086043 W D SERVICES 1,596.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93
CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C>
0 071327 W F TAYLOR CORP .00 .00 .00 .00 .00 137.50
0 006307 W H SHURTLEFF CO 874.72 .00 .00 .00 .00 .00
0 078020 W K MERRIMAN .00 .00 .00 .00 .00 3,611.32
0 007710 W M BARR & COMPANY 1,350.00 .00 2,208.50 275.00 27.50 1,995.50
0 077298 W R BONSAL COMPANY .00 .00 .00 480.00 .00 .00
0 006603 W R GRACE & COMPANY 1,425.16 .00 .00 .00 .00 .00
0 022410 W R GRACE & COMPANY 996.80 .00 .00 .00 .00 307.00
0 035320 W R GRACE & COMPANY 1,302.50 1,420.00 125.00 .00 .00 .00
0 061013 W R GRACE & COMPANY 27.50 .00 .00 .00 .00 .00
0 010577 W R GRACE CONSTRUCTION DI 522.50 .00 .00 .00 .00 .00
0 077135 W S DODGE 110.00 .00 .00 .00 .00 .00
0 085717 WAMPLER-LONGACRE CHICKEN .00 .00 .00 .00 .00 200.00
0 000419 WARLICK PAINT COMPANY INC 2,696.64 .00 .00 .00 .00 .00
0 069452 WARREN LABORATORIES 1,144.00 .00 .00 .00 .00 .00
0 083161 WARREN PETROLEUM CORP 2,451.46 .00 .00 .00 .00 .00
0 073785 WASHINGTON STEEL CORP .00 .00 .00 .00 25.00 225.00
0 089085 WASTE TECHNOLOGY INC 237.50 3,357.70 .00 .00 .00 .00
0 082112 WASTE TECHNOLOGY SERVICES .00 .00 .00 .00 .00 170.00
0 089117 WATER TECH INC 192.50 .00 .00 .00 .00 .00
0 084974 WATERSOLES 1,118.00 .00 .00 .00 .00 .00
0 002118 WATSON STANDARD COMPANY .00 .00 .00 .00 .00 27.50-
0 087330 WEIRTON STEEL CORPORATION 891.00 100.00 685.00 .00 462.50 656.00
0 021669 WELCHEM INC 1,598.75 .00 .00 .00 .00 .00
0 005003 WELLAND CHEMICAL 935.00 .00 .00 .00 .00 2,655.41
0 086262 WELLMAN INC .00 52.00 .00 .00 .00 .00
0 002829 WEN-DON CORPORATION 55.00 .00 .00 .00 .00 .00
0 023224 WERTHAN INDUSTRIES .00 82.50 .00 .00 .00 .00
0 086020 WEST MICHIGAN STEEL FOUND 703.00 .00 .00 .00 .00 .00
0 085199 WEST POINT PEPPERELL 429.00 .00 .00 .00 .00 .00
0 073471 WESTERN KRAFT COMPANY 6,789.60 .00 .00 .00 .00 .00
0 089886 WESTERN KRAFT CORP 261.00 .00 .00 .00 .00 .00
0 052808 WESTERN PUBLISHING CO INC 611.00 .00 .00 .00 .00 .00
0 027668 WESTERN TEXTILE PRODUCTS .00 110.00 .00 .00 .00 745.00-
0 058609 WESTERN ZIRCONIUM 302.50 .00 357.50 .00 .00 .00
0 026450 WESTFIELD TANNING COMPANY 27.50 .00 .00 .00 .00 .00
0 005329 WESTINGHOUSE ELECTRIC CO 26.00 .00 .00 .00 .00 .00
0 056477 WESTINGHOUSE ELECTRIC CO .00 .00 .00 .00 .00 1,468.50
0 087890 WESTINGHOUSE ELECTRIC CO 220.00 .00 .00 .00 .00 425.00
0 087950 WESTINGHOUSE ELECTRIC CO 1,345.85 .00 .00 .00 .00 .00
0 088040 WESTINGHOUSE ELECTRIC CO 12,301.92 .00 .00 .00 .00 .00
0 083019 WESTLAKE PETROCHEMICAL CO .00 .00 .00 .00 .00 100.00-
0 086318 WESTLAKE STYRENE 700.00 .00 .00 .00 .00 .00
0 025417 WESTLAND OIL CO INC 6,749.90 .00 .00 .00 .00 .00
0 086827 WESTROCK INDUSTRIES LTD 1,112.26 .00 .00 .00 .00 .00
0 007796 WESTVACO CORPORATION 50,305.87 2,025.00 1,620.00 1,661.88 205.00 6,807.38
0 007950 WESTVACO CORPORATION 6,692.45 .00 100.00 .00 .00 .00
0 027909 WESTVACO CORPORATION 683.40 .00 .00 .00 .00 .00
0 074601 WESTVACO CORPORATION 3,136.80 .00 .00 .00 .00 125.00
0 078202 WESTVACO CORPORATION 23,888.25 .00 962.50 .00 .00 27.50
0 081049 WESTVACO CORPORATION 82.50 .00 27.50 .00 .00 .00
0 087430 WESTVACO CORPORATION 1,786.24 .00 .00 .00 .00 98.32
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 087690 WESTVACO CORPORATION 55.00 .00 .00 .00 .00 .00
0 087700 WESTVACO CORPORATION 1,424.63 .00 .00 .00 .00 1,597.50
0 087720 WESTVACO CORPORATION 2,102.30 .00 .00 .00 .00 .00
0 087740 WESTVACO CORPORATION 1,564.84 1,543.20 .00 .00 .00 229.50
0 076292 WESTVACO US ENVELOPE DIV .00 .00 .00 .00 .00 195.00
0 014606 WEYERHAEUSER COMPANY 55.00 .00 .00 .00 .00 693.00-
0 088020 WEYERHAEUSER COMPANY 55.00 .00 .00 .00 .00 .00
0 088230 WHEATLAND TUBE COMPANY .00 .00 .00 .00 .00 230.46
0 072503 WHEELING PITTSBURGH STEEL 8,726.07 55.00 300.00 1,787.72 1,644.82 617.50-
0 074595 WHEELING STEEL CORP .00 .00 132.00 22.00 22.00 71.50
0 056693 WHIP MIX CORP 2,100.00 .00 .00 .00 .00 .00
0 075334 WHIRLPOOL CORPORATION 3,767.50 .00 .00 .00 .00 2,025.00
0 008022 WHITE & BAGLEY OF MICH .00 .00 .00 .00 .00 313.00
0 050536 WHITEHALL PLYWOOD 220.00 .00 .00 .00 .00 275.00
0 062430 WILLAMETTE INDUSTRIES INC 9,169.50 .00 .00 .00 .00 110.00
0 082611 WILLIAM HOUSE INC .00 .00 .00 .00 .00 226.75
0 012400 WILLIAM T BURNETT COMPANY 82.50 .00 .00 .00 .00 275.00
0 074849 WILLIAMSPORT WIRERROPE 3,874.59 .00 .00 .00 .00 .00
0 089374 WILSON LABORATORIES 90.00 .00 .00 .00 .00 .00
0 081053 WIM VOS USA INC .00 .00 .00 .00 .00 1,595.97
0 089643 WIM VOS USA INC 136.00 .00 .00 .00 .00 .00
0 089330 WISE FOODS 55.00 .00 .00 .00 .00 .00
0 006776 WITCO CHEMICAL COMPANY 82.50 .00 .00 .00 .00 137.50-
0 003627 WITCO CORPORATION 54.25 .00 .00 .00 .00 .00
0 004100 WITCO CORPORATION 1,413.18 .00 .00 .00 .00 241.50
0 004563 WITCO CORPORATION 4,642.07 .00 .00 .00 .00 .00
0 015063 WITCO CORPORATION .00 .00 .00 .00 .00 90.00
0 020624 WITCO CORPORATION 2,194.50 .00 .00 .00 .00 .00
0 055673 WITCO CORPORATION 5,937.40 .00 .00 40.00 .00 8,766.70
0 065824 WITCO CORPORATION .00 .00 .00 .00 .00 275.00-
0 067530 WITCO CORPORATION .00 .00 .00 .00 .00 302.50
0 070445 WITCO CORPORATION 55.00 .00 .00 .00 .00 .00
0 075245 WITCO CORPORATION .00 .00 .00 .00 .00 335.00
0 089370 WITCO CORPORATION 9,330.77 .00 .00 .00 .00 .00
0 089380 WITCO CORPORATION 220.00 .00 .00 .00 .00 347.00
0 089410 WITCO CORPORATION 5,477.66 .00 .00 .00 .00 632.50
0 089420 WITCO CORPORATION 220.00 55.00 .00 .00 .00 1,822.50
0 089440 WITCO CORPORATION 2,575.34 9,933.70 .00 .00 .00 .00
0 067801 WOLVERINE TECHNOLOGY CORP 82.50 .00 .00 .00 .00 .00
0 075385 WOOD CO LTD W C 137.50 .00 .00 .00 .00 .00
0 084320 WOOD FIBER INDUSTRIES .00 .00 .00 .00 .00 1,884.53
0 001464 WOODBRIDGE FOAM PRODUCTS 135.00 .00 .00 .00 .00 1,072.50
0 071084 WOODBRIDGE FOAM PRODUCTS 1,439.70 .00 .00 .00 .00 .00
0 081028 WOODBRIDGE FOAM PRODUCTS 14,420.50 .00 .00 .00 .00 6.59
0 055330 WOODS WIRE PRODUCTS .00 .00 .00 .00 .00 297.50
0 065304 WORLDWIDE DISPATCH 450.00 .00 .00 .00 .00 .00
0 058868 WORTH CHEMICAL CORP 402.00 .00 .00 .00 .00 .00
0 089820 WORTH CHEMICAL CORP 27.50 .00 .00 .00 .00 .00
0 009651 WORTH INC .00 .00 .00 .00 .00 36.00-
0 054436 WORTHINGTON FOODS INC 27.50 .00 .00 .00 .00 .00
0 088357 WOTHINGTON STEEL CO 453.00 .00 .00 .00 .00 .00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 077751 WYCO WELL SERVICE .00 .00 .00 .00 .00 2,578.00
0 088640 YORK INTERNATIONAL CORP 55.00 .00 .00 .00 .00 .00
0 004565 YOUNGER BROTHERS .00 .00 .00 .00 .00 1,622.88
0 025160 ZACLON INC 24,129.01 3,478.83 .00 .00 .00 138.60
0 088097 ZEGO GRP 590.00 .00 .00 .00 .00 .00
0 055829 ZENECA INC/AG PRODUCTS .00 .00 .00 .00 .00 1,350.00-
0 004528 ZENECA INC/AGROCHEMICALS 18,150.00 .00 .00 .00 .00 .00
0 066470 ZENECA RESINS INC 55.00 .00 .00 .00 104.00 .00
0 068365 ZENECA SPECIALTY INKS 1,638.44 55.00 .00 .00 .00 .00
0 089551 ZENECA SPECIALTY INKS 137.50 .00 .00 .00 .00 .00
0 084282 ZEON CHEMICALS 12,098.70 .00 .00 .00 .00 .00
0 089309 ZEXEL ILLINOIS INC 1,055.00 .00 .00 .00 .00 .00
0 008544 ZINC CORP OF AMERICA 11,745.00 .00 .00 .00 .00 130.00
0 050276 ZOECON INDUSTRIES .00 .00 .00 .00 .00 225.00-
0 TOTAL 21,966,704.68 723,465.19 251,299.07 186,995.07 137,885.85 1,276,000.80
BALANCE .00 .00 .00 .00 .00 24,542,350.66
</TABLE>
<PAGE>
CHEMICAL LEAMAN TANK LINES, INC.
SUMMARY
Summary of Chemical Leaman Tank Lines, Inc. aged accounts receivable as of
May 1, 1993 (showing detailed aging less than 90 days from invoice date) total
$24,542,350.
============
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 1
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C>
C 07893 ` $27 $27.50
CUST. TOTAL ..... 27 27.50
83782 A B B POWER T & D CO NEWTON BRIDGE ROAD GA ATHENS $7,112 $7,112.00
79807 A B B POWER T & D CO 4350 SEMPLE AVENUE MO SAINT LOUIS $1,381 $3,873 $5,255.22
CUST. TOTAL ..... 8,493 3,873 12,367.22
81975 A B C COMPOUNDING COMPAN P O BOX 16247 GA ATLANTA $27 $27.50
CUST. TOTAL ..... 27 27.50
90002 A E S BEAVER VALLEY P O BOX 27714 TX HOUSTON $4,375 $4,375.10
CUST. TOTAL ..... 4,375 4,375.10
60803 A H SMITH BRANCHVILLE RD MD BRANCHVILLE $20 $20.00
CUST. TOTAL ..... 20 20.00
88369 A HARRISON & CO INC P O BOX 494 RI PAWTUCKET $1,930 $1,930.50
CUST. TOTAL ..... 1,930 1,930.50
86942 A O SMITH CORP 630 SOUTHWEST ST OH BELLEVUE $2,515 $2,515.38
CUST. TOTAL ..... 2,525 2,515.38
81384 A O SMITH CORPORATION 5960 FALCON ROAD IL ROCKFORD $1,896 $1,896.00
88065 A O SMITH CORPORATION 3301 CLINE ROAD IN CORYDON $1,323 $1,323.96
18270 A O SMITH CORPORATION P O BOX 510 SC MCBEE $330 $330.00
86206 A O SMITH CORPORATION 52 A O SMITH ROAD TN MILAN $82 $82 $165.00
53507 A O SMITH CORPORATION 3533 N 27TH STREET WI MILWAUKEE $1,350 $1,350.00
CUST. TOTAL ..... 4,569 82 330 82 5,064.96
76254 A SCHULMAN INC 3550 WEST MARKET STREET OH AKRON $55 $55.00
CUST. TOTAL ..... 55 55.00
82153 A SHULMAN % THE SUN PRENE CO OH BELLEVUE $82 $82.50
CUST. TOTAL ..... 82 82.50
25619 A T & T P O BOX 105154 GA ATLANTA $4,651 $4,651.20
CUST. TOTAL ..... 4,651 4,651.20
57838 A W COMPOUNDERS 5 PINELANDS AVENUE ON STONEY CREEK $55 $55.00
CUST. TOTAL ..... 55 55.00
05724 ABB POWER T & D COMPANY P O BOX 2448 IN MUNCIE $1,895 $1,895.12
84236 ABB POWER T & D COMPANY 1400 PARK AVE NJ LINDEN $275 $275.00
CUST. TOTAL ..... 1,895 275 2,170.12
88301 ABB POWER T&D COMPANY RESERVE ROAD CT HARTFORD $602 $602.35
CUST. TOTAL ..... 602 602.35
82951 ABBOTT LABORATORIES INBOUND FREIGHT PAYMENT IL ABBOTT PARK $2,007 $2,034 $4,041.74
18338 ABBOTT LABORATORIES 16TH & SHERIDAN ROAD IL N CHICAGO $1,179 $2,311 $3,490.10
CUST. TOTAL ..... 3,186 2,311 2,034 7,531.84
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 2
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C>
89910 ABC TRAFFIC SERVICE P O BOX 26035 NC CHARLOTTE $5,811 $5,811.00
CUST. TOTAL ..... 5,811 5,811.00
00130 ABCO P O BOX 335 SC ROEBUCK $75 $2,981 $3,056.88
CUST. TOTAL ..... 75 2,981 3,056.88
53282 ABSORPTION SYSTEMS INC. P O BOX 387 NJ MILLBURN $4,904 $4,501 $1,155 $5,528 $16,089.84
CUST. TOTAL ..... 4,904 4,501 1,155 5,528 16,089.84
83835 ACCENT STRIPE CO 3275 BENZING RD NY ORCHARD PARK $4,168 $4,168.00
CUST. TOTAL ..... 4,168 4,168.00
73385 ACCOUNTS RECEIVABLE PA. LIONVILLE $704- $704.00-
CUST. TOTAL ..... 704- 704.00-
89077 ACCU PAC INC 301 ISLAND RD NJ MAHWAH $110 $110.00
CUST. TOTAL ..... 110 110.00
79319 ACE CORP P O BOX 296 LA KEITHVILLE $1,762 $1,762.50
CUST. TOTAL ..... 1,762 1,762.50
58739 ACE HARDWARE CORP 21901 CENTRAL AVENUE IL MATTESON $357 $357.50
CUST. TOTAL ..... 357 357.50
55539 ACE PAPER PRODUCTS 7986 N TELEGRAPH ROAD MI MONROE $576 $576.50
CUST. TOTAL ..... 576 576.50
72036 ACERLAN 609 STONE AVE TX LAREDO $4,010 $4,010.00
CUST. TOTAL 4,010 4,010.00
03373 ACHEM CORPORATION P O BOX 930 SC COWPENS $105 $105.00
CUST. TOTAL 105 105.00
52663 ACID PRODUCTS CO INC 600 WEST 41ST STREET IL CHICAGO $413 $413.77
CUST. TOTAL 413 413.77
00230 ACME BORDEN 1401 CIRCLE AVENUE IL FOREST PART $8,631 $1,828 $1,195 $11,655.29
CUST. TOTAL ..... 8,631 1,828 1,195 11,655.29
09734 ACME RESIN CORPORATION 10330 W ROOSEVELT RD IL WESTCHESTER $660 $660.00
CUST. TOTAL ..... 660 660.00
10327 ACTO KLEEN COMPANY 7869 PARAMOUNT BLVD CA PICO RIVERA $959 $959.80
CUST. TOTAL ..... 959 959.80
74621 ACUCOTE INC 910 EAST ELM STREET NC GRAHAM $110 $110.00
CUST. TOTAL ..... 110 110.00
15601 ADCOM METALS COMPANY INC STEPHENS DRIVE KY NICHOLASVILLE $247 $247.50
CUST. TOTAL ..... 247 247.50
75608 ADM TRANSPORT P O BOX 3574 GA MACON $290 $290.00
CUST. TOTAL ..... 290 290.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 3
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C>
10248 ADVANCE TRANSMIT MIX 613 OAK LANE PA GLENOLDEN $200 $200.00
CUST. TOTAL ..... 200 200.00
24115 ADVANCED AEROMATICS P O BOX 1516 TX BAYTOWN $27 $27.50
CUST. TOTAL ..... 27 27.50
13543 AEROVOX INDUSTRIES INC 740 BELLEVILLE AVENUE MA NEW BEDFORD $137 $82 $412 $632.50
CUST. TOTAL ..... 137 82 412 632.50
72191 AERVOE PACIFIC 1198 SAN MILL ROAD NV GARDNERVILLE $27 $27.50
CUST. TOTAL ..... 27 27.50
89937 AG DIV CIBA-GEIGY CORP C/O MID-OHIO CHEMICAL CO OH MT STERLING $110 $110.00
CUST. TOTAL ..... 110 110.00
84971 AG ORGANICS 130 BRAINARDS ROAD NJ PHILLIPSBURG $2,021 $2,021.89
CUST. TOTAL ..... 2,021 2,021.89
82915 AGWAY INCS 729 LOUCKS MILL ROAD PA YORK $23 $23.00
CUST. TOTAL ..... 23 23.00
00890 AIR PRODUCTS & CHEMICALS P O BOX 97 KY CALVERT CITY $2,434 $220 $2,654.18
01271 AIR PRODUCTS & CHEMICALS P O BOX 227 MA HOPKINTON $3,588 $3,588.00
39670 AIR PRODUCTS & CHEMICALS P O BOX 231 NJ PAULSBORO $11,858 $11,858.65
00660 AIR PRODUCTS & CHEMICALS P O BOX 25702 PA LEHIGH VALLEY $29,947 $2,917 $210 $648 $33,722.75
68983 AIR PRODUCTS & CHEMICALS 409 OLD PELZER RD SC PIEDMONT $540 $540.72
90059 AIR PRODUCTS & CHEMICALS C/O E I DUPONT WV BELLE $1,173 $1,173.00
CUST. TOTAL ..... 49,542 2,917 430 648 53,537.30
15823 AIRCO INDUSTRIAL GASES P O BOX 590 DE CLAYMONT $19,071 $13,595 $32,666.95
65189 AIRCO INDUSTRIAL GASES P O BOX 361 MO PASADENA $1,026 $1,026.60
07177 AIRCO INDUSTRIAL GASES 9 RANGER DR ME KITTERY $2,748 $1,497 $4,245.78
71826 AIRCO INDUSTRIAL GASES P O BOX 417 NJ MIDDLESEX $20,600 $20,600.50
05256 AIRCO INDUSTRIAL GASES 101 CATHERINE STREET NY BUFFALO $1,062 $1,062.00
89243 AIRCO INDUSTRIAL GASES 2095 MARIE-VICTORIAN ST PQ CONTRECOEUR $7,537 $1,448 $8,986.55
01158 AIRCO INDUSTRIAL GASES P O BOX 247 WV CHESTER $499 $499.21
CUST. TOTAL ..... 50,984 17,603 499 69,087.59
16930 AKRON CITY HOSPITAL 525 E MARKET ST OH AKRON $253 $596 $849.50
CUST. TOTAL ..... 253 596 849.50
10464 AKRON DISPERSIONS 3291 SAWMILL ROAD OH COPLEY $524 $524.00
CUST. TOTAL ..... 524 524.00
79280 AKZO CHEMICALS ROUTE 2 WV GALLIPOLIS FER $55 $55.00
CUST. TOTAL ..... 55 55.00
28980 AKZO CHEMICALS INC US HWY 341 EAST GA BAXLEY $4,296 $4,296.12
68866 AKZO CHEMICALS INC P O BOX 909711 IL CHICAGO $33,809 $612 $34,421.80
88745 AKZO CHEMICALS INC 300 SOUTH RIVERSIDE PLAZ IL CHICAGO $3,202 $2,430 $10,890 $16,522.50
75350 AKZO CHEMICALS INC 2904 MISSOURI AVE IL E SAINT LOUIS $1,389 $1,389.60
04590 AKZO CHEMICALS INC 8201 WEST 47TH STREET IL MCCOOK $2,776 $2,776.00
</TABLE>
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JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 4
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C>
78000 AKZO CHEMICALS INC 9901 SAND CREEK HWY MI WESTON $4,519 $3,246 $198- $7,567.96
78070 AKZO CHEMICALS INC MEADOW ROAD NJ EDISON $3,552 $3,552.55
51815 AKZO CHEMICALS INC 2153 LOCKPORT-OLCOTT RD NY BURT $25 $25.00
78887 AKZO CHEMICALS INC 1313 WINDSOR AVENUE OH COLUMBUS $1,946 $1,028 $2,974.69
23132 AKZO CHEMICALS INC 13000 BAY PARK ROAD TX PASADENA $1,453 $4,584 $150- $5,887.50
78040 AKZO CHEMICALS INC P O BOX 1721 WV GALLIPOLIS FRY $7,164 $1,991 $9,155.69
CUST. TOTAL ..... 58,157 14,052 2,082 14,278 88,869.41
74507 AK20 COATINGS AMERICA IN 434 W. MEATS AVENUE CA ORANGE $110 $137 $247.50
CUST. TOTAL ..... 110 137 247.50
68590 AKZO COATINGS INC 4730 CRITTENDEN DRIVE KY LOUISVILLE $948 $948.00
86868 AKZO COATINGS INC P O BOX 7062 MI TROY $27 $82 $220 $412 $742.50
68630 AKZO COATINGS INC 100 BELMONT DRIVE NJ SOMERSET $646 $646.48
CUST. TOTAL ..... 673 1,030 220 412 2,336.98
22800 AKZO SALT INC 2085 MANCHESTER RD OH AKRON $2,264 $2,264.75
CUST. TOTAL ..... 2,264 2,264.75
05719 ALBRIGHT & WILSON AMERIC P O BOX 26229 VA RICHMOND $6,553 $935 $210 $7,698.23
CUST. TOTAL ..... 6,553 935 210 7,698.23
68562 ALCAN ROLLED PRODUCTS 151 JOHN JAMES AUDUBON P NY AMHERST $27 $137 $165.00
CUST. TOTAL ..... 27 137 165.00
76624 ALCHEM PRODUCTS P O BOX 137 PA NEWTOWN SQUARE $2,693 $2,693.00
CUST. TOTAL ..... 2,693 2,693.00
88592 ALODA ALUMINUM PARK AVENUE EAST NY MASSENA $3,910 $3,910.50
CUST. TOTAL ..... 3,910 3,910.50
88067 ALCOA SPECIALTY CHEMICAL 213 WARD CIRCLE TN BRENTWOOD $1,874 $1,413 $666 $3,954.22
CUST. TOTAL ..... 1,874 1,413 666 3,954.22
10125 ALEX C FERGUSSON CO SPRING MILL DRIVE PA FRAZER $10,649 $1,503 $972 $391- $12,733.40
CUST. TOTAL ..... 10,649 1,503 972 391- 12,733.40
89985 ALISO WATER MGMT AGENCIE 28303 ALICIA PARKWAY CA LAGUNA NIGUEL $588 $588.00
CUST. TOTAL ..... 588 588.00
88300 ALKO AMERICA 106 ELM ST SC LANCASTER $1,406 $1,406.99
CUST. TOTAL ..... 1,406 1,406.99
87558 ALL AMERICAN GOURMET 607 PHILLIPS ST NY FULTON $82 $27 $110.00
CUST. TOTAL ..... 82 27 110.00
85103 ALL AMERICAN READY MIX I 530 FAILE STREET NY BRONX $40 $40.00
CUST. TOTAL ..... 40 40.00
54663 ALL CHEMICAL 104 JAPHET STREET TX HOUSTON $412 $412.50
CUST. TOTAL ..... 412 412.50
</TABLE>
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JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 5
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C>
89888 ALL TANK TRANSPORT 900 FLOORA AVENUE OH AKRON $1,480 $1,480.00
CUST. TOTAL ..... 1,480 1,480.00
04436 ALLEGHENY LUDLUM STEEL P O BOX 565 PA LEECHBURG $82 $27 $110.00
68399 ALLEGHENY LUDLUM STEEL 130 LINCOLN AVE PA VANDERGRIFT $55 $55.00
CUST. TOTAL ..... 82 55 27 165.00
80716 ALLEGHENY PARTICLEBOARD RD 1 BOX 266 PA KANE $250 $250.00
CUST. TOTAL ..... 250 250.00
01160 ALLENTOWN CEMENT COMPANY P O BOX 199 PA BLANDON $84,224 $13,201 $59- $2,797 $100,183.72
08404 ALLENTOWN CEMENT COMPANY P O BOX 199 PA BLANDON $1,041 $1,041.16
CUST. TOTAL ..... 85,265 13,201 59- 2,797 101,204.88
70641 ALLIANCE AGRANOMICS 6526 MECHANICSVILLE TURN VA MECHANICSVILLE $10,434 $10,434.02
CUST. TOTAL ..... 10,434 10,434.02
01630 ALLIANCE CHEMICAL COMPAN 33 AVENUE P NJ NEWARK $55 $55.00
CUST. TOTAL ..... 55 55.00
90090 ALLIANCE FERTILIZER CORP 5810 MEADOW BRIDGE RD VA MECHANICSVILLE $849 $849.00
CUST. TOTAL ..... 849 849.00
85169 ALLIANCE PAINT AND COATI 510 W ELY STREET OH ALLIANCE $27 $27.50
CUST. TOTAL ..... 27 27.50
81201 ALLIED CHEMICAL P O BOX 2000 DO AMHERSTBURG $3,112 $3,112.73
CUST. TOTAL ..... 3,112 3,112.73
20486 ALLIED COLLOIDS INC 2301 WILROY ROAD VA SUFFOLK $147 $550 $697.00
CUST. TOTAL ..... 147 550 697.00
72358 ALLIED PROCESSORS 701 TIFFANY STREET WI BOYCEVILLE $137 $302 $440.00
CUST. TOTAL ..... 137 302 440.00
55076 ALLIED-SIGNAL INC 6100 PHILADELPHIA PIKE DE CLAYMONT $24 $1,704 $1,728.00
16035 ALLIED-SIGNAL INC 5005 SOUTH HARLEM AVENUE IL BERWYN $72 $72.00
89481 ALLIED-SIGNAL INC P O BOX 1748 KS PITTSBURG $23,731 $2,785 $26,516.00
89597 ALLIED-SIGNAL INC P O BOX 1087 NJ MORRISTOWN $8,809 $8,809.00
86928 ALLIED-SIGNAL INC FRICTION MATERIALS GROUP OH CLEVELAND $8,082 $6,547 $8,611 $23,241.12
07040 ALLIED-SIGNAL INC BERMUDA & MARGARET STS PA PHILADELPHIA $23,445 $23,445.60
01431 ALLIED-SIGNAL INC FIBERS DIV SC COLUMBIA $110 $86 $5,244 $5,440.38
15005 ALLIED-SIGNAL INC ROUTE 10--- VA HOPEWELL $61,350 $1,464 $90 $2,571- $60,333.91
88974 ALLIED-SIGNAL INC C/O CHEMICAL LEAMAN TANK VA PRINCE GEORGE $118,431 $75 $23,534 $142,040.84
CUST. TOTAL ..... 244,056 12,576 32,321 2,672 291,626.85
51486 ALP LIGHTING 6965 AIRPORT HWY NJ PENNSAUKEN $110 $110.00
CUST. TOTAL ..... 110 110.00
10685 ALPHA CHEMICAL CORP 1 JABEZ AVENUE NJ NEWARK $82 $82.50
CUST. TOTAL ..... 82 82.50
</TABLE>
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<TABLE>
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JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 6
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C>
89644 ALTERNATE CIRCUIT TECHNO 46 ROGERS RD MA WARD HILL $550 $550.00
CUST. TOTAL ..... 550 550.00
39045 ALUMAX ALUMINUM CORP P O BOX 3167 PA LANCASTER $263 $263.73
CUST TOTAL ...... 263 263.73
79260 ALUMAX MILL PRODUCTS INC 1111 IOWA STREET CA RIVERSIDE $3,269 $3,269.72
CUST. TOTAL ..... 3,269 3,269.72
89342 ALUMINUM COMPANY OF AMER P O BOX 170 PA PITTSBURGH $1,749 $2,024 $3,773.00
CUST. TOTAL .... 1,749 2,024 3,773.00
08590 ALVA INC P O BOX 5857 SC GREENVILLE $55 $55- $1,184 $1,184.40
CUST. TOTAL ..... 55 55- 1,184 1,184.40
87870 AM PEL CORP 7200 HICKMAN IA DES MOINES $3,931 $3,931.84
CUST. TOTAL ..... 3,931 3,931.84
04257 AMANA REFRIGERATION INC MAIN STREET IA AMANA $2,717 $2,717.96
55621 AMANA REFRIGERATION INC 1810 WILSON PARKWAY TN FAYETTEVILLE $738 $738.00
CUST. TOTAL ..... 738 2,717 3,455.96
88722 AMCHEM PRODUCTS INC P O BOX 2111 MI WARREN $1,506 $1,363 $2,869.00
CUST. TOTAL ..... 1,506 1,363 2,869.00
58615 AMERADA HESS CORPORATION P O BOX 6950 NJ WOODBRIDGE $792 $2,117 $2,909.85
CUST. TOTAL ..... 792 2,117 2,909.85
28659 AMERIBROM INC P O BOX 24 HWY 133 WEST NC ROCKY POINT $628 $628 $1,256.00
CUST. TOTAL ..... 628 628 1,256.00
04999 AMERICAN & EFIRD MILLS P O BOX 507 NC MOUNT HOLLY $1,062 $1,062.00
CUST. TOTAL ..... 1,062 1,062.00
76703 AMERICAN CHEMICAL CORP 46915 LIBERTY DR MI WIXON $165 $165.00
CUST. TOTAL ..... 165 165.00
80552 AMERICAN CHEMICAL WORKS P O BOX 6031 RI PROVIDENCE $183 $183 $3,635 $4,002.64
CUST. TOTAL ..... 183 183 3,635 4,002.64
02250 AMERICAN CYANAMID COMPAN P O BOX 1924 AL MOBILE $336 $336.00
02150 AMERICAN CYANAMID COMPAN P O BOX 425 CT WALLINGFORD $8,835 $1,163 $1,006 $185- $10,819.50
02640 AMERICAN CYANAMID COMPAN 1801 CYANAMID ROAD FL PACE $2,244 $2,244.50
11165 AMERICAN CYANAMID COMPAN 10800 RIVER ROAD LA AVONDALE $200 $200.00
54434 AMERICAN CYANAMID COMPAN P O BOX 545 MI ESCANABA $3,747 $1,545 $5,292.82
03020 AMERICAN CYANAMID COMPAN 2715 MILLER RD MI KALAMAZOO $23,938 $2,442 $1,262 $1,017 $28,660.90
51943 AMERICAN CYANAMID COMPAN P O BOX 817 MO HANNIBAL $43,624 $18,018 61,642.00
85937 AMERICAN CYANAMID COMPAN STATE ROUTE 168 & J J S P MO SOUTH RIVER $11,009 $382- $10,627.75
74123 AMERICAN CYANAMID COMPAN P O BOX 32787 NC CHARLOTTE $150,090 $9,201 $2,059 $650 $162,001.00
82616 AMERICAN CYANAMID COMPAN P O BOX 32787 NC CHARLOTTE $8,271 $923 $9,194.59
86233 AMERICAN CYANAMID COMPAN INTERNATIONAL BILLING ON NC CHARLOTTE $447 $275 $722.50
02220 AMERICAN CYANAMID COMPAN WEST MAIN STREET NJ BOUND BROOK $415 $415 $830.00
</TABLE>
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JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 7
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C>
02260 AMERICAN CYANAMID COMPAN BOX 31 NJ LINDEN $24 $48 $72.00
11205 AMERICAN CYANAMID COMPAN FT OF TREMLEY PT RD NJ WARNERS $3,627 $3,627.85
09030 AMERICAN CYANAMID COMPAN 1 CYANAMID PLAZA NJ WAYNE $1,822 $564 2,386.50
07383 AMERICAN CYANAMID COMPAN CUTTER DOCK ROAD NJ WOODBRIDGE $440 $440.00
88963 AMERICAN CYANAMID COMPAN ATTN ACCTS PAYABLE - MR WV BELMONT $1,900 $1,900.00
02280 AMERICAN CYANAMID COMPAN ROUTE 2 NORTH WV WILLOW ISLAND $40,739 $5,687 $210 $46,636.83
CUST. TOTAL ..... 301,241 39,452 5,276 1,665 347,634.00
73310 AMERICAN ELECRIC 8733 HAMILTON RD MS SOUTHAVEN $1,750 $1,750 $3,500.00
CUST. TOTAL ..... 1,750 1,750 3,500.00
55261 AMERICAN FIBRIT INC 76 ARMSTRONG ROAD MI BATTLE CREEK $473 $473.00
CUST. TOTAL ..... 473 473.00
90236 AMERICAN INK AND COATING PERKIMOMEN ROAD MI PHOENIXVILLE $55 $55.00
CUST. TOTAL ..... 55 55.00
89912 AMERICAN LUBRICATING CO 500 S FRONT ST TN MEMPHIS $838 $838.44
CUST. TOTAL ..... 838 838.44
02324 AMERICAN NATIONAL CAN CO P O BOX 66935 IL CHICAGO $110 $110.00
CUST. TOTAL ..... 110 110.00
88189 AMERICAN PACKAGING CORP COATING DIVISION PA PHILADELPHIA $4,751 $556 $5,307.60
CUST. TOTAL ..... 4,751 556 5,307.60
83045 AMERICAN RESOURCE RECOVE 901 EAST BODLEY TN MEMPHIS $4,180 $1,050 $420 $21,905 $27,555.50
CUST. TOTAL ..... 4,180 1,050 420 21,905 27,555.50
83682 AMERICAN SAW & MFG CO P O BOX 504 MA E LONGMEADOW $135 $135.00
CUST. TOTAL ..... 135 135.00
25602 AMERICAN STANDARD 605 SOUTH ELLSWORTH AVE 0H SALEM $82 $82.50
CUST. TOTAL ..... 82 82.50
59039 AMERICAN STEEL FOUNDRY 3761 CANAL STREET IN E CHICAGO $513 $513.00
57901 AMERICAN STEEL FOUNDRY 1001 E BROADWAY OH ALLIANCE $220 $220.00
CUST. TOTAL ..... 513 220 733.00
03260 AMERICAN SWEETERNS INC LEE BOULEVARD PA FRAZER $34,260 $34,260.80
CUST. TOTAL ..... 34,260 34,260.80
03240 AMERICAN SYNTHETIC RUBB 4520 CAMP ROUND ROAD KY LOUISVILLE $27 $27.50
CUST. TOTAL ..... 27 27.50
85407 AMERICAN ULTRA SPECIALTI 6855 INDUSTRIAL PARKWAY OH HUDSON $192 $192.50
CUST. TOTAL ..... 192 192.50
83070 AMERIPOL SYNPOL COMPANY P O BOX 667 TX PORT NECHES $50 $50.00
CUST. TOTAL ..... 50 50.00
08163 AMERON COMPANY P O BOX 192610 AR LITTLE ROCK $137 $137.50
CUST. TOTAL ..... 137 137.50
</TABLE>
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JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 8
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C>
76864 AMOCO CHEMICAL COMPANY 2357 STANDARD AVENUE IN WHITING $693 $693.00
CUST. TOTAL .... 693 693.00
04370 AMOCO CHEMICAL CORP PO BOX 2215 AL DECATUR $9,272 $9,272.75
03949 AMOCO CHEMICAL CORP 200 EAST RANDOLPH DRIVE IL CHICAGO $21,032 $18,794 $443 $40,269.80
09572 AMOCO CHEMICAL CORP P O BOX 1488 TX ALVIN $987 $987.33
CUST. TOTAL..... $31,292 18,794 443 $50,529.88
71699 AMOCO OIL CORP P O BOX 9090 IA DES MOINES $2,440 $2,440.16
02960 AMOCO OIL CORP 2300 STANDARD AVENUE IN WHITING $110 $226- $116.00-
03098 AMOCO OIL CORP BOX 1088 PA MECHANICSBURG $8,198 $8,198.86
03170 AMOCO OIL CORP 2401 5TH AVENUE SOUTH TX TEXAS CITY $2,504 $2,504.50
CUST. TOTAL .... 13,253 226- $13,027.52
75656 AMOCO PERFORMANCE PRODUC 3702 CLANTON GA AUGUSTA $357 $412 $15- $755.00
55009 AMOCO PERFORMANCE PRODUC RIVERVIEW ROAD OH MARIETTA $3,525 $27 $3,553.37
CUST. TOTAL..... 3,883 412 12 $4,308.37
68950 AMOCO PETROLEUM ADDITIVE P O BOX 968 MS NATCHEZ $398 398.00
CUST. TOTAL .... 398 398.00
18327 AMREX CHEMICAL CO INC 117 E FREDERICK STREET NY BINGHAMTON $845 $1,095 $1,940.00
CUST. TOTAL .... 845 1,095 1,940.00
53724 AMSPEC CHEMICAL CORP FOOT OF WATER ST NJ GLOUCESTER CIT $14,615 $7,465 $22,081.61
CUST. TOTAL .... 14,615 7,465 22,081.61
86917 AMTEX 1500 KINGSVIEW DRIVE OH LEBANON $130 $130.00
CUST. TOTAL .... 130 130.00
11390 ANCHOR CONTINENTAL 2000 S BELT LINE BLVD SC COLUMBIA $110 $110.00
CUST. TOTAL .... 110 110.00
02538 ANDERSON DEVELOPMENT 1415 EAST MICHIGAN STREE MI ADRIAN $3,668 $3,668.70
CUST. TOTAL .... 3,668 3,668.70
03037 ANDREW JERGENS COMPANY 2535 SPRING GROVE OH CINCINNATI $55 $55.00
CUST. TOTAL .... 55 55.00
86864 ANGUS CHEMICAL COMPANY 1500 E LAKE COOK ROAD IL BUFFALO GROVE $65,979 $8,254 $74,234.45
17782 ANGUS CHEMICAL COMPANY 2211 SANDERS ROAD IL NORTHBROOK $75- $75.00-
18630 ANGUS CHEMICAL COMPANY P O BOX 1325 LA STERLINGTON $9,620 $9,620.00
79419 ANGUS CHEMICAL COMPANY P O BOX 626 LA STERLINGTON $12,690 $12,960.00
CUST. TOTAL .... 75,599 20,944 $75- $96,469.45
28341 ANHEUSER BUSCH INC 15800 ROSCOE BLVD CA VAN NUYS $1,563 $42 $1,605.00
53439 ANHEUSER BUSCH INC 200 US HWY 1 NJ NEWARK $52 $52.52
15833 ANHEUSER BUSCH INC P O BOX 200 NY BALDWINSVILLE $260 $260.00
61241 ANHEUSER BUSCH INC 8688 MARKET ST TX HOUSTON $120 $120.00
15060 ANHEUSER BUSCH INC P O DRAWER U VA WILLIAMSBURG $137 $137.50
CUST. TOTAL .... 1,615 $42 $517 $2,175.02
</TABLE>
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JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 9
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C>
03880 ANSUL COMPANY BLDG 112 PIERCE AVENUE WI MARINETTE $275- $275.00-
CUST TOTAL...... 275- 275.00-
79329 APACHE CHEMICAL 8200 SHELL RD VA RICHMOND $2,929 $2,929.75
CUST TOTAL...... 2,929 2,929.75
55713 APGAR OIL COMPANY 625 E CONGRESS STREET PA ALLENTOWN $455 $455.66
CUST.TOTAL...... 455 455.66
87221 APOLLO AMERICA CORP 701 PORT ROAD IN JEFFERSONVILLE $30,719 $5,962 $5,461 $82 $42,226.02
CUST TOTAL...... 30,719 5,962 5,461 82 42,226.02
67321 APOLLO CHEMICAL CORP 1105 SOUTHERLAND ST NC GRAHAM $3,958 $27- $3,930.70
CUST TOTAL...... 3,958 27- 3,930.70
89545 APOLLO WATER 7777 INDUSTRY AVE CA PICO RIVERA $156 $156.00
CUST TOTAL...... $156 156.00
05286 APPALACHIAN POWER COMPAN MOUNTAINEER PLANT WV NEW HAVEN $50 $50.00
CUST TOTAL...... 50 50.00
86406 APPERSON CHEMICAL INC C/O SUN STATE SUPPLY FL CASSELBERRY $27 $27.50
CUST TOTAL...... 27 27.50
06466 APPLETON PAPERS INC 1030 W ALEX BELL ROAD OH W. CARROLLTON $11,207 $4,435 $44 $5,880 $21,568.36
CUST TOTAL...... 11,207 4,435 44 5,880 21,568.36
38520 AQUALON COMPANY P O BOX 350 NJ PARLIN $1,551 $367 $790 $2,864 $5,572.96
59153 AQUALON COMPANY 1111 HERCULES RD VA HOPEWELL $1,872 $1,872.70
CUST TOTAL...... $3,424 $367 $790 $2,864 7,445.66
26786 AQUATECH CHEMICAL INTL 408 ALBURN AVENUE MI PONTIAC $1,327 $27 $1,355.00
CUST TOTAL...... 1,327 27 1,355.00
89339 ARANCIA INTERNATIONAL C/O ARELLANI INC TX LAREDO $2,129 $2,129.00
CUST TOTAL...... 2,129 2,129.00
59813 ARBCO P O BOX 0 PA EXPORT $104 $104.00
CUST TOTAL...... 104 104.00
89870 ARCADIAN C/O HELMS FERTILIZER TN MEMPHIS $1,339 $1,339.02
CUST TOTAL...... 1,339 1,339.02
18510 ARCADIAN CORPORATION 23 COLUMBIA NITROGEN RD GA AUGUSTA $4,485 $4,485.00
66883 ARCADIAN CORPORATION 5100 POPLAR AVENUE TN MEMPHIS $24,963 $1,520- $35 $23,478.26
CUST.TOTAL...... $29,448 1,520- 35 $27,963.26
82479 ARCADIAN FERTILIZER L P 6750 POPLAR AVE - SUITE TN MEMPHIS $2,188 $2,188.70
CUST.TOTAL...... 2,188 2,188.70
12012 ARCHER DANIELS MIDLAND C P O BOX 1445 IA CEDAR RAPIDS $2,328 $82 $2,411.00
CUST.TOTAL...... 2,328 82 2,411.00
</TABLE>
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JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 10
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C>
02708 ARCO CHEMICAL COMPANY P O BOX 17625 MO SAINT LOUIS $7,757 $6,581 $2,406 $120 $16,864.37
06555 ARCO CHEMICAL COMPANY 3801 WEST CHESTER PIKE PA NEWTOWN SQUARE $27 $649 $1,673 $2,350.25
09500 ARCO CHEMICAL COMPANY P O BOX 1568 TX CHANNELVIEW $2,639 $55 $2,694.50
84888 ARCO CHEMICAL COMPANY P O BOX 8004/BLDG 82-248 WV S CHARLESTON $675 $975 $1,650.00
CUST TOTAL.... $11,099 $8,260 $4,079 $120 $23,559.12
65457 ARIES P O BOX 169A NV CASTORLAND $2,960 $1,224 $4,184.00
CUST TOTAL.... $2,960 $1,224 $4,184.00
67876 ARISTECH CHEMICAL CORP 291 W ADAMS STREET CA COLTON $45 $45.00
60087 ARISTECH CHEMICAL CORP P O BOX 2130 FL BARTOW $168 $168.00
12448 ARISTECH CHEMICAL CORP 7530 EMPIRE DRIVE KY FLORENCE $5,796 $4,725 $966 $11,487.50
85140 ARISTECH CHEMICAL CORP P O BOX 127 OH IRONTON $35,739 $458- $35,281.38
85050 ARISTECH CHEMICAL CORP 300 STATE STREET PA CLAIRTON $18,633 $1,204 $4,225 $24,063.75
70615 ARISTECH CHEMICAL CORP ISLAND AVENUE PA NEVILLE ISLAND $935 $838 $302 $675 $2,751.25
74203 ARISTECH CHEMICAL CORP ISLAND AVENUE PA PITTSBURGH $9,033 $150- $8,883.29
81914 ARISTECH CHEMICAL CORP NEVILLE ISLAND PLANT PA PITTSBURGH $249,235 $133,861 $16,247 $1,664- $397,679.60
82108 ARISTECH CHEMICAL CORP 600 GRANT STREET PA PITTSBURGH $3,285 $3,285.00
68276 ARISTECH CHEMICAL CORP P O BOX 600 TX PASADENA $24,687 $520 $1,579 $26,786.26
CUST TOTAL.... $344,104 $141,149 $17,515 $7,660 $510,431.03
11579 ARKANSAS EASTMAN COMPANY HIGHWAY 394 SOUTH AR MAGNESS $5,637 $2,695 $8,332.50
CUST TOTAL.... 5,637 2,695 8,332.50
04250 ARMCO INC P O BOX 832 PA BUTLER $2,799 $2,421 $774 $55 $6,050.50
CUST TOTAL.... 2,799 2,421 774 55 6,050.50
51446 ARMSTRONG WORLD INDUST 10 PLAIN STREET MA S BRAINTREE $55 $55.00
04520 ARMSTRONG WORLD INDUST P O BOX 184 NY FULTON $6,415 $6,415.02
04500 ARMSTRONG WORLD INDUST LIBERTY & CHARLOTTE ST PA LANCASTER $492 $492.00
26490 ARMSTRONG WORLD INDUST 6870 WESTBURY AVENUE PQ MONTREAL $3,097 $3,097.50
CUST TOTAL.... $6,907 $3,152 $1,059.52
06671 ARMTEX CORPORATION 803 NORTH OAKLAND STREET NC GASTONIA $277 $277.00
CUST TOTAL.... 277 277.00
86125 ARNCO 3400 INDEPENDENCE RD OH CLEVELAND $137 $137.50
CUST TOTAL.... 137 137.50
79514 ARNCO CORPORATION 3400 INDEPENDENCE RD OH CLEVELAND $55 $165 $330 $550.00
CUST TOTAL.... 55 165 330 550.00
00588 ARR MAZ PRODUCTS 621 SNIVELY AVENUE FL WINTER HAVEN $876 $876.40
CUST TOTAL.... 876 876.00
87061 ARROW TRANSPORATION CO INTERNATIONAL BILLING ON OR PORTLAND $1,850 $11,875 $11,745 $17,827 $43,297.50
CUST TOTAL.... 1,850 11,875 11,745 17,827 43,297.50
08533 ARSYNCO INCORPORATED FOOT OF 13TH STREET NJ CARLSTADT $918 $918.00
CUST TOTAL.... 918 918.00
04145 ARUNDEL CORPORATION P O BOX 38181 MD BALTIMORE $113 $113.52
CUST TOTAL.... 113 113.52
</TABLE>
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JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 11
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C>
72567 ASARCO INCORPORATED WEST PIMA MINE ROAD AZ SAHUARITA $27 $27.50
CUST TOTAL...... 27 $27.50
83586 ASEA BROWN BOVERI INC 1600 MONTEE STE JULIE PQ VARENESS $4,641 $4,641.80
CUST TOTAL...... 4,641 $4,641.80
85507 ASGROW FLORIDA CO 4144 HWY 39 NORTH FL PLANT CITY $55 $55.00
CUST TOTAL...... 55 $55.00
79056 ASHLAND CHEMICAL & SOLVE 200 DARROW ROAD OH AKRON $801- $801.90-
CUST TOTAL...... 801- $801.90-
85670 ASHLAND CHEMICAL CO 2461 CROCKER CIRCLE CA FAIRFIELD $2,334 $2,334.40
CUST TOTAL...... 2,334 $2,334.40
04540 ASHLAND CHEMICAL COMPANY 3300 BALL STREET AL BIRMINGHAM $45 $45.00
57158 ASHLAND CHEMICAL COMPANY 6839 W CHICAGO ST AZ CHANDLER $1,744 $345 $2,089.73
80063 ASHLAND CHEMICAL COMPANY 2461 CROCKER CIRCLE CA FAIRFIELD $8,121 $8,121.79
69529 ASHLAND CHEMICAL COMPANY 6608 EAST 26TH STREET CA LOS ANGELES $1,260 $801 $2,062.24
12059 ASHLAND CHEMICAL COMPANY 8600 ENTERPRISE DR CA NEWARK $4,021 $1,247 $325 $1,828 $7,422.99
10596 ASHLAND CHEMICAL COMPANY 10505 SOUTH PAINTER CA SANTA FE SPRS $144 $5,251 $1,505 $6,900.73
03959 ASHLAND CHEMICAL COMPANY 3033 NW NORTH RIVER DRIV FL MIAMI $1,712 $1,712.25
05891 ASHLAND CHEMICAL COMPANY 200 N E 181ST STREET FL N MIAMI BEACH $45 $45 $90.00
69824 ASHLAND CHEMICAL COMPANY 5600 COMMERCE ST FL TAMPA $1,890 $1,890.80
06100 ASHLAND CHEMICAL COMPANY 4550 NE EXPRESSWAY GA DORAVILLE $3,499 $3,499.27
05370 ASHLAND CHEMICAL COMPANY 8500 S WILLOW SPRINGS RD IL WILLOW SPRINGS $357- $357.50-
10078 ASHLAND CHEMICAL COMPANY 1817 1/2 WEST INDIANA AV IN SOUTH BEND $863- $863.31-
64496 ASHLAND CHEMICAL COMPANY P O BOX 391 KY ASHLAND $5,879 $2,526 $8,405.65
05250 ASHLAND CHEMICAL COMPANY 4185 ALGONQUIN PARKWAY KY LOUISVILLE $55 $55.00
08849 ASHLAND CHEMICAL COMPANY 1500 CARBON AVENUE MD BALTIMORE $25- $25.00-
06750 ASHLAND CHEMICAL COMPANY 2011 TURNER STREET MI LANSING $932 $2,550 $82 $3,564.70
87538 ASHLAND CHEMICAL COMPANY 12005 TOEPFER RD MI WARREN $3,165 $1,436 $4,601.00
59542 ASHLAND CHEMICAL COMPANY 3930 GLENWOOD DR NC CHARLOTTE $2,115- $2,115.45-
01878 ASHLAND CHEMICAL COMPANY 2802 PATTERSON STREET NC GREENSBORO $1,172 $1,172.72
78099 ASHLAND CHEMICAL COMPANY RT 571 BLD #3 NJ CRANBURY $45 $45.00
13995 ASHLAND CHEMICAL COMPANY P O BOX 152 NY RENSSELAER $428 $402 $402 $1,232.26
04780 ASHLAND CHEMICAL COMPANY P O BOX 6250 OH AKRON $5,484 $7,969 $3,089 $2,182 $18,725.71
04010 ASHLAND CHEMICAL COMPANY 2191 WEST 110TH ST OH CLEVELAND $3,580 $165 $55 $3,800.89
59259 ASHLAND CHEMICAL COMPANY 3849 FISHER ROAD OH COLUMBUS $55 $742 $797.49
85433 ASHLAND CHEMICAL COMPANY P O BOX 2219 OH COLUMBUS $143 $143.80
82246 ASHLAND CHEMICAL COMPANY 5200 BLAZER PARKWAY OH DUBLIN $27- $220 $192.50
82834 ASHLAND CHEMICAL COMPANY 5200 BLAZER PARKWAY OH DUBLIN $255 $425 $880 $1,560.00
87426 ASHLAND CHEMICAL COMPANY 5200 BLAZER PARKWAY OH DUBLIN $4,962 $4,962.00
06686 ASHLAND CHEMICAL COMPANY 5700 LOMBARDO CENTRE OH SEVEN HILLS $112- $112.50
05186 ASHLAND CHEMICAL COMPANY 2620 ROYAL WINDSOR DRIVE ON MISSISSAUGA $247 $180 $90 $517.50
22016 ASHLAND CHEMICAL COMPANY 1-95 INDUSTRIAL PARK PA ASTON $4,253 $756 $402- $35- $4,571.38
18738 ASHLAND CHEMICAL COMPANY COLWELLS LANE PA CONSHOHOCKEN $137 $82 $220.00
46170 ASHLAND CHEMICAL COMPANY 400 ISLAND PARK RD PA EASTON $2,274 $1,161 $402 $3,838.20
02256 ASHLAND CHEMICAL COMPANY 2801 CHRISTOPHER COLUMBU PA PHILADELPHIA $27 $1,626 $1,653.69
61201 ASHLAND CHEMICAL COMPANY 1270 RUE NOBEL PQ BOUCHERVILLE $15,195 $3,359 $337- $18,218.43
06170 ASHLAND CHEMICAL COMPANY 729 MAUNEY DRIVE SC COLUMBIA $82 $522 $476 $1,081.00
06110 ASHLAND CHEMICAL COMPANY P O BOX 5716 SC GREENVILLE $299 $449 $748.00
</TABLE>
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JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 12
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C>
09570 ASHLAND CHEMICAL COMPANY 2351 CHANNEL AVE TN MEMPHIS $27 $27.50
04840 ASHLAND CHEMICAL COMPANY 8901 OLD GALVESTON RD TX HOUSTON $260 $260.00
CUST.TOTAL........ $59,365 $38,439 $5,896 7,055 $110,755.86
13635 ASHLAND OIL & REFINING C 200 NE 181ST STREET FL MIAMI $48 $48.00
CUST TOTAL........ $48 $48.00
03025 ASHTA PETROLEUM COMPAN P O BOX 391 KY ASHLAND $39 $39.00
CUST TOTAL........ 39 39.00
89297 ASHTA CHEMICALS CO/ITS P O BOX 127 NJ MONMOUTH BEACH $836 $836.00
CUST TOTAL........ 836 $836.00
75147 ASHTA CHEMICALS, INC. 3509 MIDDLE ROAD OH ASHTABULA $900 $450 $950 $2,300.00
CUST TOTAL........ 900 $450 $950 2,300.00
57067 ATCHINSON TOPEKA & SANTA P O BOX 1674 KS TOPEKA $4,387- $4,387.03-
CUST TOTAL........ 4,387- 4,387.03-
83314 ATLANTIC CHEMICAL INTL I 11757 KATY FREEWAY TX HOUSTON $350 $350.00
CUST TOTAL........ 350 350.00
87804 ATLANTIC COAST POLYMERS PLAINFIELD INDUSTRIAL PK CT PLAINFIELD $10,251 $1,704 $11,955.50
CUST TOTAL........ 10,251 1,704 11,955.50
09219 ATLANTIC CONCRETE COMPAN P O BOX 321 DE MILFORD $409 $346 $755.67
CUST TOTAL........ 409 $346 755.67
16785 ATLANTIC CONTAINER LINES 1629 THAMES ST MD BALTIMORE $100 $100.00
81316 ATLANTIC CONTAINER LINES 28900 HEILDEBRNDT RD MI ROMULUS $1,350 $1,350.00
72348 ATLANTIC CONTAINER LINES 50 CRAGWOOD ROAD NJ S PLAINFIELD $17,689 $5,659 $1,640 $2,051 $27,040.40
CUST TOTAL........ 17,689 5,659 1,640 $3,501 $28,490.40
10595 ATLANTIC CONTAINER LINES 2170 N FLEETING ST NJ ELIZABETH $3,627 $3,222 $431 $7,281.00
CUST TOTAL........ 3,627 3,222 431 7,281.00
05000 ATLANTIC GELATIN HILL STREET MA WOBURN $27 $27.50
CUST TOTAL........ $27 27.50
04862 ATLANTIC REF & MARKETING 5145 SIMPSON FERRY ROAD PA MECHANICSBURG $1,446 $1,446.81
CUST TOTAL........ 1,446 1,446.81
81569 ATM INDUSTRIAL CORPORATI 1844 C TUCKER INDUSTRIAL GA TUCKER $2,527 $2,527.30
81950 ATM INDUSTRIAL CORPORATI 5901 LINCOLN AVE IL MORTON GROVE $293 $293.25
CUST TOTAL........ $2,820 $2,820.55
80612 ATD AUSIMONT CROWN POINT RD & LEONARD NJ THOROFARE $4,379- $100 $4,279.00-
CUST TOTAL........ 4,379- 100 4,279.00-
83702 AUSIMONT USA INC 44 WHIPPANY ROAD NJ MORRISTOWN $900 $900.00
CUST TOTAL........ 900 900.00
</TABLE>
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JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 13
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C>
88151 AUTO EXPRESS HERCULES SA RAVON NO. 2810 NTE MX MONTERREY NL $1,530 $1,530 $2,050 $5,110.20
CUST. TOTAL ...... 1,530 1,530 2,050 5,110.20
11517 AUTO EXPRESS MERCURIO SA PROLONG VENUSTI CARR 320 MX MONTERREY NL $1,260 $9,000 $2,863 $14,123.70
CUST. TOTAL ...... 1,260 9,000 2,863 14,123.70
81714 AUTO TRANSPORTES RACAVE P O BOX 6249 TX LAREDO $30,028 $15,000 $31,204 $10,583 $86,815.90
CUST. TOTAL ...... 30,028 15,000 31,204 10,583 86,815.90
08851 AUTOLINEAS REGIONMONTANAS PROLONGACION DIAZ ORDAZ MX SAN NICHOLAS $28,350 $2,230 $5,711 $2,430 $38,721.60
CUST. TOTAL ...... 28,350 2,230 5,711 2,430 38,721.60
72913 AUTOSTYLE 5015 52ND ST SE MI GRAND RAPIDS $907 $907.50
CUST. TOTAL ...... 907 907.50
06760 AUTOSTYLE PLASTICS 505 KENDRICK S E MI GRAND RAPIDS $55 $488 $543.00
CUST. TOTAL ...... 55 488 543.00
05087 AUTOSTYLE PLASTICS 109 COUNTY ROAD KY HOPKINSVILLE $1,475 $192 $1,667.50
CUST. TOTAL ...... 1,475 192 1,667.50
85492 AVATAR CORPORATION 7728 W 99TH STREET IL HICKORY HILLS $406 $406.36
CUST. TOTAL ...... 406 406.36
03562 AVERY CHEMICAL DIVISION R O #2 BOX 70 PA MILL HALL $2,301 $661 $3,162.50
CUST. TOTAL ...... 2,301 661 3,162.50
14390 AVERY PRODUCTS CORP CALLER NUMBER 8002 OH PAINSEVILLE $49,509 $9,890 $1,547 $60,946.25
CUST. TOTAL ...... 49,509 9,890 1,547 60,946.25
86760 AXIM CONTRETE 8282 MIDDLE BRANCH RD OH MIDDLE BRANCH $2,268 $2,268.24
CUST. TOTAL ...... 2,268 2,268.24
59324 AZON SYSTEMS INC 2204 RAVINE RD MI KALAMAZOO $55 $82 $55 $192.50
CUST. TOTAL ...... 55 82 55 192.50
87648 BDP INTERNATIONAL INC 810-E OREGON AVE MO LINTHICUM $130 $130.00
61203 BDP INTERNATIONAL INC 510 WALNUT STREET PA PHILADELPHIA $989 $570 $1,589.19
CUST. TOTAL ...... 989 700 1,689.19
34980 P F GOODRICH CHEMICAL CO BOX 15 IL HENRY $55 $55.00
35010 P F GOODRICH CHEMICAL CO RT 130 SALEM COUNTY NJ PEDRICKTOWN $110 $364 $474.00
35050 P F GOODRICH CHEMICAL CO 240 WEST EMERLING AVENUE OH AKRON $2,231 $675 $279 $3,186.50
35040 P F GOODRICH CHEMICAL CO MOORE & WALKER ST OH AVON LAKE $1,429 $660 $2,089.44
35090 P F GOODRICH CHEMICAL CO P O BOX 30559 OH CLEVELAND $2,339 $2,339.70
69449 P F GOODRICH CHEMICAL CO P O BOX 30280 OH CLEVELAND $125 $125.00
87537 P F GOODRICH CHEMICAL CO 991 BRECKSVILLE ROAD OH CLEVELAND $3,852 $3,852.00
CUST. TOTAL ...... 8,478 2,215 404 1,024 12,121.64
02111 B P CHEMICALS INC 12335 S VAN NESS CA HAWTHORNE $247 $247.50
62622 B P CHEMICALS INC NEWBURG ROAD NJ HACKETTSTOWN $3,052 $3,052.95
01400 B P CHEMICALS INC 200 PUBLIC SQUARE OH CLEVELAND 196 196.39
</TABLE>
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<TABLE>
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JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 14
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C>
66177 B P CHEMICALS INC FT AMANDA & ADGATE ROAD OH LIM $1,281 $56- $1,224.24
CUST. TOTAL ...... 1,281 3,440 4,721.08
06293 B P OIL CORPORATION HIGHWAY 23 LA ALLIANCE $200 $200.00
53026 B P OIL CORPORATION P O BOX 395 LA BELLE CHASSE $899 $1,003 $1,902.50
16509 B P OIL CORPORATION P O BOX 428 PA MARCUS HOOK $55 $55.00
04193 B P OIL CORPORATION HUNTING PARK AVE & G STR PA PHILADELPHIA $1,759 $252 $2,011.74
CUST. TOTAL ...... 2,858 1,003 307 4,169.24
88862 BABCOCK AND WILCOX 581 CORONATION BLVD ON CAMBRIDGE $6,741 $2,097 $8,838.74
CUST. TOTAL ...... 6,741 2,097 8,838.74
63051 BABOCK & WILSON 640 KEYSTONE STREET OH ALLIANCE $4,571 $4,571.00
CUST. TOTAL ...... 4,571 4,571.00
87183 BADGER MINING CO COUNTY HIGHWAY P WI TAYLOR $412 $412.50
CUST. TOTAL ...... $412 412.50
88305 BADGER PAPER COMPANY P O BOX 1043 OH DAYTON $82 $82.50
CUST. TOTAL ...... 82 82.50
88558 BAKER PERFORMANCE CHEMIC 103 INDUSTRIAL LA RAYNE $1,848 $926 $2,774.50
81884 BAKER PERFORMANCE CHEMIC C/O WITCO CORPORATION TX FORT WORTH $27 $27.50
47930 BAKER PERFORMANCE CHEMIC 3920 ESSEX LANE TX HOUSTON $44,829 $20,681 $19,219 $9,725 $94,455.87
CUST. TOTAL ...... 46,705 21,608 19,219 9,725 97,257.87
83877 BAKOR INC 10 EOUL GAURON PQ VILLE ST PIERR $21,605 $34,741 $4,372 $11,222 $71,941.18
CUST. TOTAL ...... 21,605 34,741 4,372 11,222 71,941.18
89286 BALTIMORE CITY WATER DEP WASHINGTON BLVD MD BALTIMORE $1,260 $1,260.00
CUST. TOTAL ...... 1,260 1,260.00
72579 BALTIMORE SPECIALTY STEE 3501 EAST RIDDLE ST MD BALTIMORE $55 $55.00
CUST. TOTAL ...... 55 55.00
08203 BAMBERGER POLYMERS 1983 MARCUS AVE NY LAKE SUCCESS $1,875 $292 $412 $2,580.00
CUST. TOTAL ...... 1,875 292 412 2,580.00
21000 BANITE INC 47 EAST MARKET STREET NY BUFFALO ..... $3,414 $3,414.00
CUST. TOTAL 3,414 3,414.00
07030 BARCROFT COMPANY P O BOX 481 DE LEWES $3,045 $3,045.00
CUST. TOTAL ...... 3,045 3,045.00
34371 BAROID DRILLING FLUIDS MAGNET COVE CHEM PLANT AR MALVERN $27 $27.50
CUST. TOTAL ...... 27 27.50
07632 BARR COMPANY 6100 WEST HOWARD STREET IL NILES $4,955 $4,955.00
CUST. TOTAL ...... 4,955 4,955.00
57870 BARRE NATIONAL 7205 WINDSOR BLVD MD BALTIMORE $55 $206 $261.25
CUST. TOTAL ...... 55 206 261.25
</TABLE>
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<TABLE>
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JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 15
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C>
89139 BARRERA FORWARDING AND S 840 LOS CRUCES TX LAREDO $360 $360.00
CUST. TOTAL ...... 360 360.00
04105 BARTON SOLVENTS INC P O BOX 221 IA DES MONES $5,536 $5,536.21
CUST. TOTAL ...... 5,536 5,536.21
80680 BASF CANADA INC 369 RAILWAY STATION RD AB BLACKIE $82 $82.50
74581 BASF CANADA INC 345 CARLINGVIEW ON TORONTO $2,732 $80 $2,812.26
CUST. TOTAL ...... 2,732 162 2,894.76
56436 BASF CORPORATION P O BOX 287 IN WARSAW $48 $46.00
86088 BASF CORPORATION P O BOX 457 LA GEISMAR $608 $137- $471.25
86089 BASF CORPORATION P O BOX 457 LA GEISMAR $425 $425.50
86092 BASF CORPORATION P O BOX 457 LA GEISMAR $3,865 $3,865.00
86093 BASF CORPORATION P O BOX 457 LA GEISMAR $20 $80 $100.00
86094 BASF CORPORATION P O BOX 457 LA GEISMAR $2,828 $315 $331 $185 $3,660.25
86095 BASF CORPORATION P O BOX 457 LA GEISMAR $82 $82.50
89716 BASF CORPORATION P O BOX 457 LA GEISMAR $10,030 $125 $10,155.00
90260 BASF CORPORATION P O BOX 457 LA GEISMAR $20,565 $470 $21,035.52
50441 BASF CORPORATION 13000 LEVAN ROAD MI LIVONIA $7,022 $330 $495 $5,154 $13,001.55
90290 BASF CORPORATION 1609 BIDDLE AVENUE MI WYANDOTTE $2,797 $50- $2,747.00
04338 BASF CORPORATION P O BOX 668836 NC CHARLOTTE $506 $506.00
69679 BASF CORPORATION P O BOX 13528 NC RES TRIANGLE P $10,712 $10,712.31
87012 BASF CORPORATION P O BOX 13528 NC RES TRIANGLE P $9,434 $724 $934 $210 $11,302.00
05990 BASF CORPORATION 1255 BROAD STREET NJ CLIFTON $2,323 $302 $2,625.50
67997 BASF CORPORATION 1065 CRANBURY ROAD NJ JAMESBURG $5,000 $5,000.00
18405 BASF CORPORATION 100 CHERRY HILL ROAD NJ PARISPPANY $26,891 $1,020 $5,729 $615 $34,256.46
78930 BASF CORPORATION 100 CHERRY HILL ROAD NJ PARISPPANY $577 $577.50
86253 BASF CORPORATION 100 CHERRY HILL ROAD NJ PARISPPANY $302 $302.50
88445 BASF CORPORATION 100 CHERRY HILL ROAD NJ PARISPPANY $1,920 $1,920.00
16099 BASF CORPORATION P O BOX 2273 NJ RAHWAY 332,297 $23,199 $32,730 $23,526 $411,753.38
04868 BASF CORPORATION 36 RIVERSIDE AVENUE NY RENSSELAER $9,124 $2,544 $3,796 $55- $15,410.00
01274 BASF CORPORATION 370 FRANKFORT ROAD PA MONACA $13,201 $7,206 $6,418 $1,251 $28,076.75
03580 BASF CORPORATION P O BOX 488 SC CENTRAL $910 $690 $1,600.00
88443 BASF CORPORATION FIBERS DIV SC CENTRAL $2,600 $2,600.00
23616 BASF CORPORATION P O BOX 2108 SC SPARTANBURG $1,936 $190 $2,126.75
82286 BASF CORPORATION 3805 AMICOLA HIGHWAY TN CHATTANOOGA $1,095 $1,095.00
50371 BASF CORPORATION 1216 TREND DRIVE TX CARROLLTON $140 $140.00
23920 BASF CORPORATION 602 COPPER ROAD TX FREEPORT $108 $303 $409.50
09831 BASF CORPORATION 24TH STREET & 5TH AVENUE WV HUNTINGTON $125 $125.00
CUST. TOTAL ...... 462,749 35,933 50,817 36,627 566,128.72
43360 BASF INMONT CORPORATION 200 GREGG STREET NJ LDDI $2,139 $2,139.00
55136 BASF INMONT CORPORATION 845 WYANDOTTE STREET WES ON WINDOR $412 $247 $660.00
CUST. TOTAL ...... 412 247 2,139 2,799.00
58993 BASF INMONT DIV PLAN 052 P O BOX 1158 PA CORAOPOLIS $2,712 $2,712.00
09682 BASF INMONT DIV PLAN 052 P O BOX 1158 PA CORAOPOLIS $414 $414.00
CUST. TOTAL ...... 2,712 414 3,126.00
07557 BATESVILLE CASKET COMPANY MONOGARD ROAD TN MANCHESTER $959 $959.00
CUST. TOTAL ...... 959 959.00
</TABLE>
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JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 16
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C>
25878 BATTENFIELD AMERICA 1575 CLINTON STREET NY BUFFALO $1,874 $1,874.00
CUST. TOTAL ...... $1,874 1,874.00
70609 BAXTER PHARMASEAL 2301 BUFFALO ROAD TN JOHNSON CITY $656 $656.00
CUST. TOTAL ...... 656 656.00
76427 BAY CHEMICAL CO 4119 GUNN HWY, SUITE 28 FL TAMPA $475 $475.00
CUST. TOTAL ...... 475 475.00
84309 BAY SHORE VINYL COMPOUND P O BOX 430 NJ TENNENT $27 $27.50
CUST. TOTAL ...... $27 27.50
87342 BAYER CANADA INC 77 BELFIELD ROAD ON ETOBICOKE $8,434 $8,434.40
CUST. TOTAL ...... 8,434 8,434.40
03670 BAYPORT CHEMICAL 223 NORTH BROCKMAN STREET TX PASADENA $247 $247.50
CUST. TOTAL ...... 247 247.50
26530 BAYWAY REFINING COMPANY P O BOX 94 NJ LINDEN $1,237 $1,223 $1,212 $3,673.45
CUST. TOTAL ...... 1,237 1,223 1,212 3,673.45
16182 BEAR ISLAND PAPER P O BOX 2119 VA ASHLAND $25 $25.00
CUST. TOTAL ...... 25 25.00
27535 BEATRICE FOODS 1002 MC ARTHUR ROAD PA WHITEHALL $1,424 $1,424.50
CUST. TOTAL ...... 1,424 1,425.50
72403 BEAULIEU NYLON P O BOX 1060 AL BRIDGEPORT $27 $96 $123.50
CUST. TOTAL ...... 27 96 123.50
23649 BEAVER ADHESIVES 440 EDGEWYN AVENUE OH HILLIARD $728 $726 $1,454.00
CUST. TOTAL ...... 728 726 1,454.00
85777 BEAZER EAST INC 436 7TH STREET PA PITTSBURGH $2,047 $2,047.50
CUST. TOTAL ...... 2,047 2,047.50
80952 BECKETT PAPER 400 DAYTON ST OH HAMILTON $1,948 $1,946.10
CUST. TOTAL ...... 1,948 1,946.10
86888 BEECHFORK PROCESSING P O BOX 190 KY LOVELY $577 $577.50
CUST. TOTAL ...... 577 577.50
55714 BEERS 170 N CANAL STREET PA WALNUTPORT $126 $126.20
CUST. TOTAL ...... 126 126.20
89948 BEHAN WELL SERVICE P O BOX 393 PA LEWIS RUN $320 $320.00
CUST. TOTAL ...... 320 320.00
14028 BEIRSDORF INC 360 MARTIN LUTHER KING H CT S NORWALK $1,653 $872 $2,525.00
CUST. TOTAL ...... 1,653 872 2,525.00
86557 BELMONT PLATING 3410 RIVER RD IL FRANKLIN PARK $27 $27 $247 $302.50
CUST. TOTAL ...... 27 27 247 $302.50
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JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 17
S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C>
62227 BELOIT CORPORATION 1165 PRAIRIE HILL RD IL ROCKTON $192 $192.50
CUST. TOTAL ...... 192 192.50
10535 BENBOW CHEMICAL PACKAGING 935 EAST HIAWATHA BLVD NY SYRACUSE $2,447 $2,447.00
CUST. TOTAL ...... 2,447 2,447.00
82266 BENCKISER CONSUMER PRODU 21702 E HURON RIVER DRIV MI ROCKWOOD $27 $322 $350.00
CUST. TOTAL ...... 27 322 350.00
08370 BENJAMIN MOORE & COMPANY 134 LISTER AVE/ALKYD DEP MI NEWARK $27 $27.50
CUST. TOTAL ...... 27 27.50
05572 BENZSAY & HARRISON RAILROAD AVE NY DELANSON $6,924 $6,924.80
CUST. TOTAL ...... 6,924 6,924.80
22074 BERGEN CHEMICAL COMPANY EDEN CHURCH ROAD LA DENHAM SPRINGS $525 $262 $1,050 $1,837.50
CUST. TOTAL ...... 525 262 1,050 1,837.50
12594 BERLIN & JONES COMPANY 2 EAST UNION AVENUE NJ E RUTHERFORD $123 $123.75
CUST. TOTAL ...... 123 123.75
84464 BERLISS BEARING COMPANY 644 W MT PLEASANT AVE NJ LIVINGSTON $247 $247.50
CUST. TOTAL ...... 247 247.50
03224 BETHLEHEM STEEL CORP 1169 EIGHTH AVE PA BETHELEHEM .. $4,567 $4,567.50
08700 BETHLEHEM STEEL CORP BOX 500/ACCTS PAYABLE PA BETHELEHEM .. $82- $82.50-
78324 BETHLEHEM STEEL CORP P O BOX 5700 PA BETHELEHEM .. $730 $730.00
CUST. TOTAL ...... 4,567 647 5,215.00
01040 BETZ LABORATORIES INC 333 SOUTH LOMBARD ROAD IL ADDISON $701 $701.87
01865 BETZ LABORATORIES INC AIRLINE HWY & ROSENWALD LA RESERVE $874 $652 $1,526.91
68613 BETZ LABORATORIES INC 170 FORBES ROAD MA BRAINTREE $81,159 $656 $1,436 $118 $83,371.70
87499 BETZ LABORATORIES INC INTERNATIONAL BILLING ON MA BRAINTREE $3,271 $11,550 $14,821.25
16275 BETZ LABORATORIES INC 2118 REISER AVENUE OH NEW PHILADELPHI $4,729 $975 $1,227 $6,932.02
89699 BETZ LABORATORIES INC 3028 SOLANDT ON KANATA $4,229 $4,229.71
08910 BETZ LABORATORIES INC 4638 SOMERTON ROAD PA TREVOSE $82 $275 $357.50
56020 BETZ LABORATORIES INC 918 SOUTH 32ND STREET WA WASHQUAGAL 9,200 9,200.10
CUST. TOTAL ...... 104,248 13,456 3,317 118 121,141.06
08373 BETZ PAPERCHEM INC 7510 BAYMEADOWS WAY FL JACKSONVILLE $1,499 $1,218 $2,718.12
74574 BETZ PAPERCHEM INC 7525 NORTH EAST IND BLVD GA MACON $27 $82 $110.00
CUST. TOTAL ...... 1,527 82 1,218 2,828.12
74105 BIBB MANUFACTURING CO OSPREY PLANT GA PORTERDALE $446 $446 $870 $1,762.00
CUST. TOTAL ...... 446 446 870 $1,762.00
04191 BIG THREE INDUSTRIES 1711 FARM ROAD 523 TX FREEPORT $137 $135.50
08003 BIG THREE INDUSTRIES 11400 BAY AREA BLVD TX PASADENA $537- $537.00-
CUST. TOTAL ...... 399- 399.50-
11997 BIO LAB 1735 DOGWOOD AVENUE GA CONYERS $247 $247.50
CUST. TOTAL ..... 247 247.50
</TABLE>
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<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #18
TOTAL BAL.
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE
<S> <C> <C> <C> <C> <C> <C> <C>
82492 BIOCRAFT LABORATORIES 5000 CHRISTOPHER DRIVE MO MEXICO $707 $707.50
81979 BIOCRAFT LABORATORIES 18-01 RIVER ROAD NJ FAIR LAWN $4,653 $477 $768 28- $5,870.50
CUST. TOTAL..... 4,653 1,184 $768 28- 6,578.00
81505 BLACK BEAR COMPANY 27-10 HUNTERS POINT AVE NY LONG ISLAND CI $190 $190.00
CUST. TOTAL $190 190.00
09350 BLACKMAN UHLER CHEMICAL BLDG 2 CROFT IND AREA SC SPARTANBURG $552 $422 $974.00
CUST. TOTAL..... 552 422 974.00
89478 BLANCHESTER FMC INC P O BOX 155 DH BLANCHESTER $598 $598.00
CUST. TOTAL..... 598 598.00
83392 BLANDIN PAPER COMPANY 115 FIRST ST SW MN GRAND RAPIDS $3,304 $3,304.23
CUST. TOTAL..... 3,304 3,304.23
00081 BLOCKSOM & COMPANY P O BOX 477 IN MICHIGAN CITY $225 $45 $270.00
CUST. TOTAL..... 225 45 270.00
17733 BLUE CIRCLE CEMENT INC 5700 CHEMICAL ROAD MD BALTIMORE $54,026 $2,797 39- 155- $56,629.43
04990 BLUE CIRCLE CEMENT INC BOX 3 NY RAVENA $55 $55.00
CUST. TOTAL..... 54,026 2,852 39- 155- 56,684.43
09483 BLUE GRASS CHEMICAL 895 INDUSTIAL BLVD IN NEW ALBANY $2,950 $1,092 $4,042.00
52987 BLUE GRASS CHEMICAL 16703 GRANT ROAD TX CYPRESS $120 $572 $80 $40 $812.66
CUST. TOTAL..... 3,070 1,664 80 40 4,854.66
57829 BOC GROUP 1500 EAST ROUTE A MO WENTZVILLE $2,641 $1,981 $4,622.80
CUST. TOTAL..... 2,641 1,981 4,622.80
02987 BOEHME FILATEX INC RT 11 BOX 5 NC REIDSVILLE $822 $822.80
CUST. TOTAL..... 822 822.80
28703 BOISE CASCADE P O BOX 128 LA FLORIEN $90.00 $90.00
08127 BOISE CASCADE PAPER GROUP ME RUMFORD $1,725.00 $1,725.00
CUST. TOTAL..... 1,815.00 1,815.00
81688 BOLIDEN INTERTRADE HWY 68 TN COPPERHILL 55- $55.00-
CUST. TOTAL..... 55- 55.00-
55317 BOND COTE INC P O BOX 729 VA PULASKI $27 $27.50
CUST. TOTAL..... 27 $27.50
81892 BONLAM S A DE C V EJE 128/APT 584 MX SAN LUIS POTOS $830 $830.00
CUST. TOTAL..... 830 830.00
06160 BORDEN & REMINGTON P O BOX 2573 MA FALL RIVER $52 82- $29.98-
CUST. TOTAL..... $52 82- 29.98-
08604 BORDEN CHEMICAL P O BOX 27 IL ILLIOPOLIS $2,752 $2,752.37
17966 BORDEN CHEMICAL P O BOX 17602 MO SAINT LOUIS $83,493 $3,215 $4,202 $90,911.55
10050 BORDEN CHEMICAL P O BOX 410 NC FAVETTEVILLE $110 $220 $330.00
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #19
TOTAL BAL.
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE
<S> <C> <C> <C> <C> <C> <C> <C>
87685 BORDEN CHEMICAL C/O ASTRO INDUSTIRES NC MORGANTON $678 $678.89
CUST. TOTAL..... 87,034 3,435 4,202 94,672.81
82862 BORDEN INC 6200 COMP GROUND ROAD KY LOUISVILLE $591 $27 $618.75
CUST. TOTAL..... 591 27 618.75
87686 BOROUGH OF BROOKLYN FATLANDS AVE & HENDRIX S NY BROOKLYN $900 $900.00
CUST. TOTAL..... 900 900.00
87774 BOROUGH OF MANHATTAN WARDS ISLAND WPCP NY WARDS ISLAND $75 $75.00
CUST. TOTAL..... 75 75.00
87775 BOROUGH OF QUEENS 150TH AVE & 134 ST NY JAMACIA $350 $350.00
CUST. TOTAL..... 350 350.00
87553 BOSTON EDISON STATION 509 MA CAMBRIDGE $552 $552.50
CUST. TOTAL..... 552 552.50
03870 BOSTON EDSION COMPANY P O BOX 488 MA BOSTON $52 $52.52
05252 BOSTON EDSION COMPANY 173 ALFORD STREET MA CHARLESTOWN $52 $52.52
CUST. TOTAL..... 105 105.40
05614 BOWATER CAROLINA CO P O BOX 7 SC CATAWBA $1,975 $1,975.18
CUST. TOTAL..... 1,975 1,975.18
10490 BOWATER SALES P O BOX 7 / TR5AFFIC DEPT SC CATAWBA $1,023- $1,023.00-
CUST. TOTAL..... 1,023- 1,023.00-
87939 BREAUX PETROLEUM PRODUCT P O BOX 160 LA LOCKPORT $36 $36.00
CUST. TOTAL..... 36 36.00
65730 BRICK TOWNSHIP MUNICIPAL FORGE POND ROAD NJ BRICK TOWN $26 $26.00
CUST. TOTAL..... 26 26.00
83158 BRIGHTS ASOCIATES P O BOX 736 NY TONAWANDA $1,175 $1,175.00
CUST. TOTAL..... 1,175 1,175.00
11010 BRISTOL MYERS COMPANY THOMPSON ROAD BLDG 20 NY E SYRACUSE $150 $220 $370.00
13890 BRISTOL MYERS COMPANY P O BOX 4755/ACCT/PAYABL NY SYRACUSE $50 $50.00
CUST. TOTAL..... 200 220 420.00
51685 BRITZ CHEMICAL COMPANY P O BOX 60011 CA FRESNO $804 $804.34
CUST. TOTAL..... 804 804.34
80160 BROUCK PLASTICS P O BOX 428 IL LEMONT $371 $371 $742.00
CUST. TOTAL..... 371 371 742.00
01284 BROWN & WILLIAMSON CO 2600 WEAVER ROAD GA MACON $75 $75.00
09858 BROWN & WILLIAMSON CO P O BOX 35090 KY LOUISVILLE $7,015 $4,650 $11,665.00
CUST. TOTAL..... 7,090 4,650 11,740.00
08731 BROWN CHEMICAL COMPANY 302 WEST OAKLAND AVENUE NJ OAKLAND $776 $78 $247 $933 $2,036.48
CUST. TOTAL..... 776 78 247 933 2,036.48
</TABLE>
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<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #20
TOTAL BAL.
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE
<S> <C> <C> <C> <C> <C> <C> <C>
01960 BROWN MATT FWG 1385 CHEERS BLVD TX BROWNSVILLE $5,150 $720 $5,870.00
CUST. TOTAL...... 5,150 720 5,870.00
89532 BROWNING & FERRIS IND/CE 5092 ABER ROAD OH WILLIAMSBURG $1,206 $8,487 $9,693.50
71066 BROWNING & FERRIS INDUST P O BOX 1237 MO MARYLAND HEIGH $990 $990.00
CUST. TOTAL...... 2,196 8,487 10,683.50
75029 BROWNING FERRIS INDUSTRI P O BOX 3151 TX HOUSTON $10,135 $10,135.00
CUST. TOTAL...... 10,135 10,135.00
17545 BRUNING PAINT COMPANY FLEET & HAVEN STREETS MD BALTIMORE $137 $137.50
CUST. TOTAL...... 137 137.50
87328 BRUSH WELLMAN P O BOX 13020 KY LEXINGTON $1,608 $1,608.42
53577 BRUSH WELLMAN BOX 973 PA READING $55 $55.00
CUST. TOTAL...... 1,608 55 1,663.42
52738 BRYSON RECOVERY SERVICES 411 BURTON ROAD SC LEXINGTON $10,448 $10,448
CUST. TOTAL...... 10,448 10,448
07646 BTL SPECIALTY RESINS COR P O BOX 598 IL BLUE ISLAND $4,379 $4,379.88
CUST. TOTAL...... 4,379 4,379.88
04775 BUCKBEE MEARS COMPANY P O BOX 189 NY CORTLAND $3,176 $361 $3,537.00
CUST. TOTAL...... 3,176 361 3,537.00
89913 BUCKEYE CELLULOSE CO 5100 POPLAR AVENUE TN MEMPHIS $220 $397.48
CUST. TOTAL...... 220 397.48
90016 BUCKEYE PIPE LINE CO CONSTUCTION DEPT PA EMMAUS $397 $397.48
CUST. TOTAL...... 397 397.48
06823 BUCKMAN LABORATORIES P O BOX 200 MO CADET $1,487 $3,148 $797 $5,432.75
11830 BUCKMAN LABORATORIES 1256 NO MCEAN BLVD TN MEMPHIS $12,756 $7,539 $20,295.60
CUST. TOTAL...... 14,243 10,688 797 25,728.35
11940 BUFFALO COLOR CORPORATIO P O BOX 7027 NY BUFFALO $26,672 $6,687 $1,061 $34,421.38
CUST. TOTAL...... 26,672 6,687 1,061 34,421.38
00604 BULK CHEMICAL INC P O BOX 186 PA MOHRSVILLE $27 $27.50
CUST. TOTAL...... 27 27.50
86792 BULK CONNECTION INC 15 ALLEN STREET CT MYSTIC $1,632 $1,585 $3,218.00
CUST. TOTAL...... 1,632 1,585 3,218.00
67962 BULK CONNECTIONS P O BOX 977 MA BELCHERTOWN $69- $69.00-
CUST. TOTAL...... 69- 69.00-
24515 BULK DISTRIBUTION 1292 FERN VALLEY ROAD KY LOUISVILLE $371 $371.06
CUST. TOTAL...... 371 371.06
72700 BULK MATERIALS INTERNATI P O BOX 256 CT NEWTOWN $4,486 $641 $5,127.96
CUST. TOTAL...... 4,486 641 5,127.96
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #21
TOTAL BAL.
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE
<S> <C> <C> <C> <C> <C> <C> <C>
26929 BULKHAUL USA INC 6 COMMERCE DRIVE NJ CRANFORD $22,812 $9,547 $5,400 $7,210 $44,970.92
CUST. TOTAL...... 22,812 9,547 5,400 7,210 44,970.92
88475 BUNKER HILL PLASTICS INC 500 RUTHERFORD AVENUE MA CHARLESTOWN $27 $27.50
CUST. TOTAL...... 27 27.50
54399 BURLINGTON INDUSTRIES TURNER ROAD NC MAYODAN $1,221 $1,221.90
CUST. TOTAL...... 1,221 1,221.90
73457 BURNETT ASSOCIATES LTD 5928 COURT STREET ROAD NY SYRACUSE $2,280 $1,863 $4,143.74
CUST. TOTAL...... 2,280 1,863 4,143.74
12690 BURRIS CHEMICAL COMPANY 4210 AZALEA DRIVE SC CHARLESTON $429 $429.00
CUST. TOTAL...... 429 429.00
83683 BURROWS PAPER CORP LYONSDALE ROAD NY LYONS FALLS $1,628 $1,628.72
CUST. TOTAL...... 1,628 1,628.72
89846 BUTTERBALL TURKEY CORP MO CARTHAGE $1,385 $1,385.50
CUST. TOTAL...... 1,385 1,385.50
27228 BYK CHEMIE USA INC 524 SOUTH CHERRY CT WALLINGFORD $474 $474.00
STREEET CUST. TOTAL...... 474 474.00
66727 C B FLEET COMPANY INC 4615 MURRAY PLACE VA LYNCHBURG $27 $27.50
CUST. TOTAL...... 27 27.50
69360 C D R PIGMENTS & DISPERS 75 FRONT ST PA RIDGWAY $41 $41.25
CUST. TOTAL...... 41 41.25
05086 C H PATRICK & COMPANY TANNER DRIVE SC TAYLORS $1,992 $1,992.33
CUST. TOTAL...... 1,992 1,992.33
80953 C J R PROCESSING 2323 S MT PROSPECT RD IL DES PLAINES $110- $110.00-
CUST. TOTAL...... 110- 100.00-
84563 C L HATHAWAY AND SON INC 638 SUMER STREET MA LYNN $110 $110.00
CUST. TOTAL...... 110 110.00
53219 C P C INTERNATIONAL WHITE PINES ROAD IL OREGON $778 $778.00
CUST. TOTAL...... 778 778.00
56996 C P CHEMICALS INC 25 HOME STREET NY WHITE PLAINS $137 $137.50
CUST. TOTAL...... 137 137.50
19568 C P HALL COMPANY 4460 HUDSON DRIVE OH STOW $55 $55.00
CUST. TOTAL...... 55 55.00
58804 C P I ENGINEERING SERVICE P O BOX 1666 MI MIDLAND $12,668 $222- $12,446.00
CUST. TOTAL...... 12,668 222- 12,446.00
123251 C P S CHEMICALS P O BOX 2107 AR W MEMPHIS 150 $150.00
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #22
TOTAL BAL.
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE
<S> <C> <C> <C> <C> <C> <C> <C>
12820 C P S CHEMICALS P O BOX 162 NJ OLD BRIDGE $4,329 $577 $495 $5,829 $11,232.07
CUST. TOTAL...... 4,479 577 495 5,829 11,232.07
86791 C R SEMLER INCORPORATED 11664 MAPLEVILLE RD MD SMITHSBURG $142 $142.00
CUST. TOTAL...... 142 142.00
11765 C S A LTD 16210 W MONTGOMERY ROAD TX HOUSTON $100 $100.00
CUST. TOTAL...... 100 100.00
82117 C S X TRANSPORTATION 301 NORTH CHARLES STREET MD BALTIMORE $1,360 $1,360.00
CUST. TOTAL...... 1,360 1,360.00
10564 CABOT CORPORATION 157 CONCORD ROAD BLDG 3 MA BILLERICA $2,450 $2,450.50
42245 CABOT CORPORATION COUNTY LINE ROAD PA BOYERTOWN $26 $26.26
01101 CABOT CORPORATION BEAVER RUN ROAD BOX 1A PA REVERE $5,244 $5,244.00
CUST. TOTAL...... 7,720 7,720.76
857775 CAL WAX CORP 155 NORTH ASPAN AVENUE CA AZUSA $985 $968 $1,954.60
CUST. TOTAL...... 985 968 1,954.60
63307 CALABRIAN CORPORATION 15600 JFK BOULEVARD TX HOUSTON $675 $675.00
14677 CALABRIAN CORPORATION HOGABOOM ROAD TX PORT NECHES $3,885 $3,885.60
CUST. TOTAL...... 3,885 675 4,560.60
89709 CALCIQUEST INC 1891 I-85 SERVICE RD NC CHARLOTTE $4,300 $4,300.48
CUST. TOTAL...... 4,300 4,300.48
51456 CALGON CARBON COMPANY P O BOX 4448 PA PITTSBURGH $7,397 $7,397.20
86147 CALGON CARBON COMPANY P O BOX 717 PA PITTSBURGH $2,646 $2,646.48
CUST. TOTAL...... 10,043 10,043.68
12910 CALGON CORPORATION P O BOX 671 PA ELLWOOD CITY $27 $901 $385 $1,313.65
12950 CALGON CORPORATION P O BOX 817 PA PITTSBURGH $5,151 $5,151.15
55485 CALGON CORPORATION P O BOX 817 PA PITTSBURGH $1,313 $1,313.30
CUST. TOTAL...... 6,491 901 385 7,778.10
00208 CALGON VESTAL P O BOX 147 MO SAINT LOUIS $2,624 $1,309 $3,934.81
CUST. TOTAL...... 2,624 1,309 3,934.81
79913 CALIF CONSOLIDATED ENTER P O BOX 3134 NC WILMIGTON $27 $27.50
CUST. TOTAL...... 27 27.50
90223 CALIFORNIA CEDAR PRODUCT P O BOX 528 CA STOCKTON $611 $611.00
CUST. TOTAL...... 611 611.00
23150 CALIFORNIA OILS CORPORAT 1145 HARBOUR WAY SOTH CA RICHMOND $412 $412.50
CUST. TOTAL...... 412 412.50
13010 CALLAHAN CHEMICAL COMPAN FILMORE & W BROAD ST NJ PALMYRA $45 $45.00
CUST. TOTAL...... 45 45.00
84526 CALLAWAY CHEMICAL COMPAN P O BOX 2335 GA COLUMBUS 82 $82.50
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #23
TOTAL BAL.
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE
<S> <C> <C> <C> <C> <C> <C> <C>
89565 CALLAWAY CHEMICAL COMPAN 6601 CANAL STREET GA COLUMBUS $137 $137.50
CUST. TOTAL..... 220 220.00
19409 CALUMET CHEMICAL CORP 19-14 14TH ROAD NY COLLEGE POINT $27 $27 $247 $302.50
CUST. TOTAL..... 27 27 247 302.50
27338 CAMCO CHEMICAL COMPANY 175 LONGWOOD ROAD SOUTH ON HAMILTON $2,481 $2,481.80
CUST. TOTAL..... 2,481 2,481.80
01774 CAMECO CORPORATION 1 EDORADO PLACE ON PORT HOPE $58 $235 $294.25
CUST. TOTAL..... 58 235 294.25
13530 CANADA COLOR & CHEM INC 238 GLIDDEN ROAD ON BRAMPTON $2,527 $2,527.80
09613 CANADA COLOR & CHEM INC 80 SCARSDALE ON DON MILLS $79 $79.51
CUST. TOTAL..... 2,607 2,607.31
82149 CANADA RESOURCES DISTRIB 6225 CORONATION ST ON WINDSOR $110 $110.00
CUST. TOTAL..... 110 110.00
50821 CANADA SQUARE RESINS 940 LANSDOWNE AVENUE ON TORONTO $1,324 $1,324.14
CUST. TOTAL..... 1,324 1,324.14
53750 CANADA STARCH 800 JAMES STREET ON CARDINAL $19,689 $19,689.95
CUST. TOTAL..... 19,689 19,689.95
04660 CANADA WIRE & CABLE LTD P O BOX 29 KY LA GRANGE $192 $435 $628.00
CUST. TOTAL..... 192 435 628.00
85384 CANADIAN GYPSUM CD INC HWY 6 ON HAGERSVILLE $1,051 $1,051.28
CUST. TOTAL..... 1,051 1,051.28
11796 CANADIAN OXY CHEMICAL CO 100 DUNLOP STREET ON FORT ERIE $10,440 $1,219 $2,702 $14,362.95
CUST. TOTAL..... 10,440 1,219 2,702 14,362.95
77004 CANADIAN PACIFIC FOREST BOX 430 ON THUNDER BAY $55 $55.00
77625 CANADIAN PACIFIC FOREST 1155 MICALFE STREET PQ MONTREAL $4,318 $4,318.50
CUST. TOTAL..... 4,318 55 4,373.50
80651 CANAL ELECTIRC LIGHT CO 2421 CRANBERY HWY MA WAREHAM $1,980 $1,980.20
CUST. TOTAL..... 1,980 1,980.20
88657 CANAMERA FOODS INC 30 WESTON ROAD ON TORONTO $26 $26.75
CUST. TOTAL..... 26 26.75
38420 CAPE INDUSTRIES HIGHWAY 421 NORTH NC WILMINGTON $1,620 $1,620.00
CUST. TOTAL..... 1,620 1,620.00
01858 CAPITAL RESIN CORPORATIO P O BOX 07849 OH COLUMBUS $1,036 $1,036.94
CUST. TOTAL..... 1,036 1,036.94
85655 CAPITAL CEMENT 100 RIVERTON ROAD VA FRONT ROYAL $970 $82 $1,052.52
CUST. TOTAL..... 970 82 1,052.52
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #24
TOTAL BAL.
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE
<S> <C> <C> <C> <C> <C> <C> <C>
21078 CAPITOL CEMENT CORP SOUTH QUEEN STREET WV MARTINSBURG $70,064 $15,806 $85,871.92
CUST. TOTAL.. 70,064 15,806 85,871.92
57160 CARBONAIRE P O BOX 163 PA PALMERTON $3,823 $1,687 $5,510.67
CUST. TOTAL.. 3,823 1,687 5,510.67
28839 CARDINAL ALUM 4005 DAKLAWN DRIVE KY LOUISVILLE $335 $335.00
CUST. TOTAL.. 335 335.00
13617 CARDINAL STABILIZERS INC 2010 S BELTINE BOULEVAR SC COLUMIBA $96 $96.00
CUST. TOTAL.. 96 96.00
28452 CARDOLITE CORPORATION 500 DOREMUS AVE NJ NEWARK $467 $467.50
CUST. TOTAL.. 467 467.50
88528 CARGAMEX LONDRES 38-4 PISO MX MEXICO DF MEXI $425 $425 $425 $2,225 $3,500.00
CUST. TOTAL.. $425 425 425 2,225 3,500.00
74284 CARGILL CORN PLANT P O BOX 13368 TN MEMPHIS $1,437 $1,437.23
CUST. TOTAL.. 1,437 1,437.23
62179 CARGILL INC 762 MARIETTA BLVD NW GA ATLANTA $25 $25.00
00700 CARGILL INC 71 BARNETT ROAD GA FOREST PARK $60,252 $14,965 $2,743 392- $77,568.44
03361 CARGILL INC COUNTY ROAD T61 IA EDDYVILLE $192 $192.50
13870 CARGILL INC 100 COTTAGE AVE/LAKE MAR IL CARPENTERSVILL $3,302 $55 $3,357.04
25407 CARGILL INC P O BOX 1380 TX ENNIS $10,963 $630 $569 $12,162.87
CUST. TOTAL.. 74,709 15,620 3,313 337- 93,305.85
57891 CARLISLE CHEMICAL 5 MILITIA DRIVE MA LEXINGTON $663 $665 $1,328.00
CUST. TOTAL.. 663 665 1,328.00
50672 CARLISLE SYNTEC P O BOX 7000 PA CARLISLE $1,585 $1,585.33
CUST. TOTAL.. 1,585 1,585.33
62798 CARLISLE TIRE & RUBBER C FACTORY & C STREETS PA CARLISLE $1,427 $1,427.64
CUST. TOTAL.. 1,427 1,427.64
66227 CARLOS LEFFLER INC P O BOX 278 PA RICHLAND $165- $165.24-
CUST. TOTAL.. 165- 165.24-
83593 CARPLASTIC SA DE CV CARR APODACA V JUAREZ KM MX MONTERREY NL $360 $270 $3,375 $4,005.00
CUST. TOTAL.. 360 270 3,375 4,005.00
89979 CARRIER CORP CARYLE COMPRESSOR DIV NY SYRACUSE $5,498 $5,498.92
CUST. TOTAL.. 5,498 5,498.92
90105 CARRIER CORPORATION HWY 55 TN MORRISON $1,540 $1,540.00
CUST. TOTAL.. 1,540 1,540.00
06956 CARTER WALLACE INC HALF ACRE ROAD NJ CRANBURY $2,598 $2,598.90
CUST. TOTAL.. 2,598 2,598.90
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #25
TOTAL BAL.
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE
<S> <C> <C> <C> <C> <C> <C> <C>
08519 CASCHEM INC 40 AVENUE A NJ BAYONNE $110 $577 $2,239 $2,926.50
CUST. TOTAL.. 110 577 2,239 2,926.50
63296 CASCO COMPANY 1100 GREEN VALLEY ROAD ON LONDON $80 $21 $42 $513 $658.05
CUST. TOTAL.. 80 21 42 513 658.05
88666 CASS TRANSPORT SERVICE P O BOX 17625 MO SAINT LOUIS $783 $783.00
CUST. TOTAL.. 783 783.00
68513 CASTING SUPPLY HOUSE 130-32 LENOX AVENUE CT STAMFORD $331 $331.25
CUST. TOTAL.. 331 331.25
74318 CASTROL INC P O BOX 1230 IL LANSING $1,484 $1,484.80
81025 CASTROL INC FIELDCREST AVENUE NJ EDSION $790 $790.78
59957 CASTROL INC 775 LOUIS DR PA WARMINSTER $16,021 $16,021.22
CUST. TOTAL.. 17,506 790 18,296.80
81794 CASTROL INDUSTRIAL CENTR 630 W WASHIGTON BLVD IL CHICAGO $2,775 $1,941- $833.48
11016 CASTROL INDUSTRIAL CENTR 149-162 GRANT ST IL N AURORA $46 $46.00
CUST. TOTAL.. 2,821 1,941- 879.48
88901 CATALYST GOLDEN BEAR 535 MADISON AVENUE NY NEW YORK $7,794 $7,794.10
CUST. TOTAL.. 7,794 7,794.10
07074 CATERPILLAR TRACTOR CO FREIGHT PAYABLES LD 353 IL E PEORIA $1,382 $1,382.32
CUST. TOTAL.. 1,382 1,382.32
63110 CCL CUSTOM MANUFACTURING 1 WEST HEGELER LANE IL DANVILLE $75 $75.00
83500 CCL CUSTOM MANUFACTURING 1 WEST HEGELER LANE IL DANVILLE $890 $82 $2,762 $3,734.50
CUST. TOTAL.. 890 82 2,837 3,809.50
83844 CCL CUSTOM MFG 13 BETHRIDGE ROAD ON REXDALE $82 $27 $110.00
CUST. TOTAL.. 82 27 110.00
06083 CECOS INTERNATIONAL INC 27004 SOUTH FROST LA LIVINGSTON $50- $50.00-
CUST. TOTAL.. 50- 50.00-
16780 CEDAR CONCEPT CORP P O BOX 2749 AR W HELENA $560 $560.00
CUST. TOTAL.. 560 560.00
83085 CEDAR CONCEPT CORP 4392 S WOLCOTT IL CHICAGO $82 $82.50
CUST. TOTAL.. 82 82.50
69983 CELLO CHEMICAL COMPANY EXECUTIVE PLAZA NO 1/STE MD HUNT VALLEY $913 $913.50
CUST. TOTAL.. 913 913.50
78098 CENTERLINE INDUSTRIES IN 5380 BIRCHER BLVD MO SAINT LOUIS $460 $460.00
CUST. TOTAL.. 460 460.00
70725 CENTRAL PRODUCTS COMPAN 531 NO STILES ST NJ LINDEN $605 $626 $1,232.00
CUST. TOTAL.. 605 626 1,232.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #26
TOTAL BAL.
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE
<S> <C> <C> <C> <C> <C> <C> <C>
81361 CENTRAL STATES CAN CO 2101 9TH ST SW OH MASSILLON $572 $572.00
CUST TOTAL .... 572 572.00
56413 CENTURY ADHESIVES CO 802 HARMON AVE OH COLUMBUS $55 $55.00
CUST TOTAL .... 55 55.00
90094 CENTURY OIL ACQUISITION 53 S MAIN ST NY SPRING VALLEY $1,138 $1,138.25
CUST TOTAL .... 1,138 1,138.25
12877 CERTIFIED CHEMICAL CO P O BOX 2286 NJ CINNAMINSON $3,419 $3,419.40
CUST TOTAL .... 3,419 3,419.40
14444 CHALES R HABBART & SONS BOX 203 A/R F D I NJ SPARTA $9 $9.00
CUST TOTAL .... 9 9.00
76122 CHALLENGE INTERNATIONAL 5005 MITCHELLDALE ST TX HOUSTON $1,274 $5,499 $79 $2,844 $9,697.12
CUST TOTAL .... 1,274 5,499 79 2,844 9,697.12
28518 CHAMPION INTERNATIONAL HIGHWAY 29 FL CANTONMENT $10,640 $55 $10,695.00
15380 CHAMPION INTERNATIONAL P O BOX C-10 NC CANTON $27 $110 $5,049 $5,186.76
55203 CHAMPION INTERNATIONAL P O BOX 580 NC ROANOKE RAPIDS $1,549 $1,549.12
28248 CHAMPION INTERNATIONAL P O BOX 149 TX LUFKIN $1,769- $1,769.20-
11181 CHAMPION INTERNATIONAL 11611 5TH STREET TX SHELDON $230- $230.00-
CUST TOTAL .... 12,216 110 55 3,050 15,431.68
05402 CHAMPION PAPER COMPANY 101 KNIGHTSBRIDGE DRIVE OH HAMILTON $4,550 $4,550.00
CUST TOTAL .... 4,550 4,550.00
85340 CHARDON OIL CO INC 420 WATER STREET OH CHARDON $27 $27.50
CUST TOTAL .... 27 27.50
65421 CHARLOTTE CHEM 7625 SCENIC HWY LA BATON ROUGE $150 $150.00
CUST TOTAL .... 150 150.00
88938 CHEATHAM CHEMICAL 1550 ROADHAVEN DRIVE GA STONE MOUNTAIN $55 $546 $687 $1,288.50
CUST TOTAL .... 55 546 687 1,288.50
09113 CHEM TREND INCORPORATED 3205 EAST GRAND RIVER MI HOWELL $2,416 $2,416.80
CUST TOTAL .... 2,416 2,416.80
63303 CHEMAID INCORPORATED 100 MAYHILL STREET NJ SADDLE BROOK $492 $492.50
CUST TOTAL .... 492 492.50
15457 CHEMCENTRAL CORPORATION 1 ALCHEMY PLACE GA DORAVILLE $137 $1,555 $1,692.50
77305 CHEMCENTRAL CORPORATION P O BOX 730 IL BEDFORD PARK $2,065 $2,065.20
87680 CHEMCENTRAL CORPORATION 13395 HURON RIVER DRIVE MI ROMULUS $326 $110 $436.50
08839 CHEMCENTRAL CORPORATION 2648 METRO BOULEVARD MO MARYLAND HEIGHTS $55 $55.00
76770 CHEMCENTRAL CORPORATION P O BOX 100 NC JAMESTOWN $2,168 $2,168.95
04076 CHEMCENTRAL CORPORATION 21600 DRAKE ROAD OH STRONGSVILLE $220 $82 $137 $440.00
00093 CHEMCENTRAL CORPORATION MONTOUR BRANCH PA PITTSBURGH $595 $595.00
58870 CHEMCENTRAL CORPORATION 8401 MARKET STREET TX HOUSTON $962 $40 $1,002.31
02134 CHEMCENTRAL CORPORATION P O BOX 23188 TX SAN ANTONIO $3,945 $1,452 $5,397.50
CUST TOTAL .... 7,519 2,251 1,755 2,327 13,852.96
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #27
TOTAL BAL.
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE
<S> <C> <C> <C> <C> <C> <C> <C>
08046 CHEMETALS INT'L INC 11999 KATY FREEWAY TX HOUSTON $2,602 $2,602.00
CUST TOTAL.... 2,602 2,602.00
05540 CHEMFIL CORPORATION 54 W INDUSTRIAL DRIVE MO OFALLON $687 $423 $1,111.30
CUST TOTAL.... 687 423 1,111.30
04075 CHEMICAL CORP OF AMERICA 2 CARLTON AVENUE NJ E RUTHERFORD $1,356 $1,356.75
CUST TOTAL.... 1,356 1,356.75
83400 CHEMICAL DISTRIBUTOR 6001 DONITHAN TX EL PASO $21 $21.00
16030 CHEMICAL DISTRIBUTORS IN 524 HOWARD STREET NY BUFFALO $27 $27.50
CUST TOTAL.... 27 21 48.50
72417 CHEMICAL LEAMAN INTERNAT INTERNATIONAL BILLING ON PA EXTON $24,420 $899 $146 $571 $26,037.34
CUST TOTAL.... 24,420 899 146 571 26,037.34
61384 CHEMICAL LEAMAN TANK LIN AL MOBILE $350 $350.00
73641 CHEMICAL LEAMAN TANK LIN CEMENT NIGHT UNLD CREDIT PA LIONVILLE 206- $206.00-
CUST TOTAL.... 206- 350 144.00
84385 CHEMICAL MARKETING 58 CAROUSEL CURCLE PA NEW BRITAIN $2,140 $2,140.50
CUST TOTAL.... 2,140 2,140.50
89632 CHEMICAL MARKETING ASSOC 11601 KATY FREEWAY TX HOUSTON $1,645 $1,645.00
CUST TOTAL.... 1,645 1,645.00
63786 CHEMICAL POLLUTION CONTR 120 SOUTH 4TH STREET NY BAY SHORE $481 $481 $481 $1,444.98
CUST TOTAL.... 481 481 481 1,444.98
84495 CHEMICAL RAINBOW TANK CL 21119 S WILMINGTON AVE CA LONG BEACH $4,050 $13,585 $17,635.00
CUST TOTAL.... 4,050 13,585 17,635.00
01924 CHEMICAL RESOURCES INC P O BOX 34097 KY LOUISVILLE $2,614 $3,236 $5,850.68
CUST TOTAL.... 2,614 3,236 5,850.68
11478 CHEMICAL SERVICES COMPAN 2600 THUNDERHAWK COURT OH DAYTON $247 $247.50
CUST TOTAL.... 247 247.50
79963 CHEMICAL WASTE MANAGEMEN 1704 WEST FIRST STREET CA AZUSA $10,040 $19,406 $29,447.00
70858 CHEMICAL WASTE MANAGEMEN 100 LISTER AVENUE NJ NEWARK $1,291 $1,291.50
14201 CHEMICAL WASTE MANAGEMEN 3956 STATE ROUTE 412 OH VICKERY $192 $192.50
CUST TOTAL.... 10,040 19,406 1,291 192 30,931.00
76601 CHEMICAL WAY CORPORATION 11450 GULF STREAM DRIVE TN ARLINGTON $3,906 $2,011 $5,917.48
CUST TOTAL.... 3,906 2,011 5,917.48
06719 CHEMIONICS CORPORATION 390 MUNROE FALLS ROAD OH TALLMADGE $110 $110.00
CUST TOTAL.... 110 110.00
09242 CHEMLINK PETROLEUM 5135 BOYLAN STREET CA BAKERSFIELD $72 $481 $553.25
CUST TOTAL.... 72 481 553.25
</TABLE>
<PAGE>
JOB-RCPM05 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 28
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00723 CHEMPAC LTD 2000 KIPLING ON REXDALE $4,820 $4,820.00
AVENUE
CUST. TOTAL 4,820 4,820.00
78599 CHEMPAK 3639 WILLOW TX HOUSTON $137 $110 $385 $715 $1,347.50
BEND BLVD
CUST. TOTAL 137 110 385 715 1,347.50
03774 CHEMPLY INCORPORATED ELIZABETH PA BUNOLA $605 $605.00
BUNOLA ROAD
13139 CHEMPLY INCORPORATED P O BOX 18049 PA PITTSBURGH $351 $100 $3,688 $4,139.20
CUST. TOTAL 351 100 4,293 4,744.20
79621 CHEMQUEST 6235 S FL SARASOTA $27 $27.50
MCINTOSH RD
CUST. TOTAL 27 27.50
88510 CHEMREAL CORP 1600 JAY NY ROCHESTER $1,642- $1,642.39-
STREET
CUST. TOTAL 1,642 1,642.39-
89156 CHEMREAL INC 190 LEE RD NY ROCHESTER $1,249 $1,249.80
CUST. TOTAL 1,249 1,249.80
04735 CHEMRON CORPORATION P O BOX 2299 CA PASO ROBLES $4,452 $3,349 $477 $3,917 $12,197.52
86232 CHEMRON CORPORATION INTERNATIONAL CA PASO ROBLES $3,187 $12,200 $1,625 $17,012.50
BILLING ON
CUST. TOTAL 7,640 15,549 477 5,542 29,210.02
65733 CHEMSTREAM 3105 GRUBBLE NC MATTHEWS $6,462 $6,462.22
RD
CUST. TOTAL 6,462 6,462.22
64649 CHEMSUN INC 36 YORK MILLS ON N YORK $1,163- $1,163.14-
RD
CUST. TOTAL 1,163- 1,163.14-
69160 CHEMTALL P O BOX 247 GA RICEBORO $4,797 $2,850 $82 7,729.95
INCORPORATED
CUST. TOTAL 4,797 2,850 82 7,729.95
51629 CHEMTECH 411 N SAM TX HOUSTON $4,012 $849 $522 $5,384.00
INTERNATIONAL HOUSTON PKWY
71010 CHEMTECH P O BOX 509 TX SEABROOK $1,409 $1,409.15
INTERNATIONAL
CUST. TOTAL 4,012 2,258 522 6,793.15
16230 CHEMTECH PRODUCTS 1655 DES PERES MO SAINT LOUIS $1,898 $64 $1,962.75
ROAD
CUST. TOTAL 1,898 64 1,962.75
75712 CHERRY HILL 8170 MISSION MD JESSUP $951 $951.35
CONSTRUCTION ROAD
83239 CHERRY HILL 8211 MD JESSUP $570 $570.00
CONTRUCTION WASHINGTON
BLVD
CUST. TOTAL 1,521 1,521.35
16060 CHESAPEAKE 19TH STREET VA WEST POINT $110 $110.00
CORPORATION
CUST. TOTAL 110 110.00
80470 CHEASPEAKE HARDWOOD 201 DEXTER VA CHESAPEAKE $137 $137.50
CIRCLE
CUST. TOTAL 137 137.50
21225 CHESEBROUGH PONDS JOHN ST CT CLINTON $75 $715 $3,846 $4,636.97
07484 CHESEBROUGH PONDS P O BOX 1047 MO JEFFERSON $45 $45.00
CITY
CUST. TOTAL 75 760 3,846 4,681.97
</TABLE>
<PAGE>
JOB-RCPM05 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 29
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
23077 CHEVRON CHEMICAL 940 HENSLEY CA RICHMOND $1,614 $1,129 $264 $3,008.39
COMPANY STREET
88986 CHEVRON CHEMICAL 576 STANDARD CA RICHMOND $3,621 $1,707 $5,353 $10,682.08
COMPANY AVE
68370 CHEVRON CHEMICAL P O BOX 5047 CA SAN RAMON $843 $848 $1,691.69
COMPANY
78516 CHEVRON CHEMICAL P O BOX 5048 CA SAN RAMON $90 $90.00
COMPANY
60248 CHEVRON CHEMICAL 3000 SHEFFIELD IN HAMMOND $82 $82.50
COMPANY STREET
15950 CHEVRON CHEMICAL P O BOX 70 LA BELLE CHASSE $8,458 $8,377 $16,836.57
COMPANY
21148 CHEVRON CHEMICAL P O BOX 78 LA SAINT JAMES $4,710 $330 $5,040.00
COMPANY
01604 CHEVRON CHEMICAL 2497 ADIE ROAD MO MARYLAND $110 $110.00
COMPANY HEIGH
05604 CHEVRON CHEMICAL P O BOX 509 TX BAYTOWN $1,381 $1,381.98
COMPANY
16520 CHEVRON CHEMICAL P O BOX 4858 TX HOUSTON $103,784 $4,925 $346 $109,055.97
COMPANY
82179 CHEVRON CHEMICAL P O BOX 2449 TX HOUSTON $787 $787.50
COMPANY
08172 CHEVRON CHEMICAL FARM ROAD TX ORANGE $82 $82.50
COMPANY 1006
CUST. TOTAL 124,688 18,106 5,443 610 148,849.18
03078 CHEVRON USA INC P O BOX W CA CONCORD $518 $1,961 $2,479.53
66985 CHEVRON USA INC P O BOX 9250 CA CONCORD $3,384 $556 $322 $4,262.00
75964 CHEVRON USA INC P O BOX 4120 CA CONCORD $33,644 $3,238 $1,052 $37,936.06
04618 CHEVRON USA INC P O BOX 1000 OH MARIETTA $3,371 $3,371.50
06624 CHEVRON USA INC P O BOX 4858 TX HOUSTON $206 $27 $233.75
86077 CHEVRON USA INC P O BOX TX HOUSTON $2,733 $2,733.41
3766/ROOM 1050 CUST. TOTAL 43,339 4,313 322 3,041 51,016.25
16439 CHICAGO MAGNET WIRE 901 CHASE AVE IL ELK GROVE $2,368 $2,368.00
CORP VLG
CUST. TOTAL 2,368 2,368.00
89705 CHOICE TRANSPORTATION 54 BROAD ST NJ RED BANK $6,819 $973 $7,793.06
CUST. TOTAL 6,819 973 7,793.06
87960 CHRISTY CORP 260 AUTHORITY MA FITCHBURG $567 $2,129 $2,696.03
DR CUST. TOTAL 567 2,129 2,696.03
53375 CHRYSLER CORP RT 5 & STONE IL BELVIDERE $55 $55 $137 $247.50
QUARRY ROAD
68803 CHRYSLER CORP P O BOX 195199 MI BURTON $824 $1,763 $2,587.48
51186 CHRYSLER CORP 21500 MOUND MI WARREN $220 $220.00
ROAD CUST. TOTAL 55 55 824 2,120 3,054.98
64343 CHUBB NATIONAL FOAM P O BOX 67 MO SAINT LOUIS $3,559 $3,559.84
85701 CHUBB NATIONAL FOAM 150 GORDON DR PA EXTON $82 $55 $137.50
CUST. TOTAL 3,642 55 3,697.34
87006 CHUSEI USA INC 12500 BAY TX PASADENA $100 $340- $240.00-
AREA BLVD CUST. TOTAL 100 340- 240.00-
32240 CIBA GEIGY GEIGY ROAD AL MCINTOSH $2,718 $1,130 $3,848.00
CORPORATION
78659 CIBA GEIGY P O BOX 95303 AL MCINTOSH $2,743 $132 $250 $3,125.00
COPRORATION
24191 CIBA GEIGY 205 S JAMES ST DE NEWPORT $22,582 $7,659 $2,263 $1,430 $33,936.40
CORPORATION
21705 CIBA GEIGY P O BOX 480 LA SAINT GABRIEL $105 $82 $1,685- $987 $510.00-
CORPORATION
12952 CIBA GEIGY P O BOX 67 MO SAINT LOUIS $65,057 $2,653 $1,428 $69,139.45
CORPORATION
14711 CIBA GEIGY P O BOX 7648 NC CHARLOTTE $577- $577.50-
CORPORATION
06549 CIBA GEIGY P O BOX 18300 NC GREENSBORO $3,615 $2,894 $55 $6,565.36
CORPORATION
68773 CIBA GEIGY P O BOX 19103 NC GREENSBORO $385 $330 $720 $677 $2,112.50
CORPORATION
88799 CIBA GEIGY 410 SWING NC GREENSBORO $8,337 $3,303 $125 $1,168 $12,933.80
CORPORATION ROAD
</TABLE>
<PAGE>
<PAGE>
JOB-RCPM05 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING DATE 5/01/93 PAGE# 30
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
75083 CIBA GEIGY 555 RT 1 NJ ISELIN $1,857 $1,807 $50.00
CORPORATION SOUTH
16560 CIBA GEIGY P O BOX 2277 NJ RAHWAY $113,059 $26,585 $5,524 $145,170.75
CORPORATION
21725 CIBA GEIGY P O BOX 71 NJ TOMS RIVER $100 $165 $265.00
CORPORATION
76953 CIBA GEIGY SEVEN NY HAWTHORNE $8,869 $8,869.60
CORPORATION SKYLINE
DRIVE
89199 CIBA GEIGY SEVEN NY HAWTHORNE $364 $364.50
CORPORATION SKYLINE
DRIVE
19324 CIBA GEIGY 1200 ON CAMBRIDGE $135 $135.00
CORPORATION FRANKLIN
BLVD
08095 CIBA GEIGY 3591 TN MEMPHIS $285 $285.00
CORPORATION TULANE
CUST. TOTAL 229,751 41,833 3,967 9,430 284,983.86
73887 CIBA-GEIGY SA 601 TX LAREDO $125 $605 $125.00
MEXICANA GUATEHOTZIN
ST
CUST. TOTAL 125 125.00
12324 CIBRO PETROLEUM PORT OF NY ALBANY $1,650 $1,650.00
PRODUCTS ALBANY
CUST. TOTAL 1,650 1,650.00
07616 CITGO PETROLEUM P O BOX 40 OK TULSA $131 $131.22
CORP
90219 CITGO PETROLEUM 6100 SOUTH OK TULSA $211 $211.56
CORP YALE
CUST. TOTAL 211 131 342.78
07793 CITY OF AKRON 1570 OH KENT $55 $55.00
RAVENNA
ROAD
CUST. TOTAL 55 55.00
07684 CITY OF NIAGARA 1225 NY NIAGARA $27 $27.50
FALLS BUFFALO FALLS
AVENUE
CUST. TOTAL 27 27.50
51676 CITY OF TULSA 18707 OK TULSA $137 $137.50
E 21ST ST
CUST. TOTAL 137 137.50
22127 CITY OF WICHITA 1815 KS WICHITA $27 $27.50
WEST PINE
CUST. TOTAL 27 27.50
23943 CL INDUSTRIES INC P O BOX 218 IL GEORGETOWN $220 $220.00
CUST. TOTAL 220 220.00
16910 CLAIROL INC 1 BLACKLEY CT STAMFORD $55 $55 $106 $216.50
ROAD
CUST. TOTAL 55 55 106 216.50
27083 CLARK FILTER 3649 PA LANCASTER $65 $65.00
HEMPLAND
ROAD
CUST. TOTAL 65 65.00
08468 CLAUSSEN 1055 KING NJ FORDS $165 $165.00
COMPANY GEORGE ROAD
CUST. TOTAL 165 165.00
73190 CLAYTON 866 HORAN DR MO FENTON $82 $82.50
CORPORATION
CUST. TOTAL 82 82.50
77149 CLEAN HARBORS INC 11800 SOUTH IL CHICAGO $1,000 $1,000.00
STONEY ISLAN
CUST. TOTAL 1,000 1,000.00
12610 CLOROX COMPANY 125 THEODORE NJ JERSEY CITY $2,253 $2,253.60
CONRAD DRIV
CUST. TOTAL 2,253 2,253.60
</TABLE>
<PAGE>
JOB-RCPM05 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING DATE 5/01/93 PAGE# 31
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24856 CLOUD CORPORATION INDUSTRIAL AR HARRISON $65 $65.00
PARK
CUST. TOTAL 65 65.00
50868 CLOUGH 178 RUE ST PQ ST JEAN $2,704 $5,326 $2,625 $10,656.60
CHEMICAL PIERRE
CUST. TOTAL 2,704 5,326 2,625 10,656.60
27341 CMX INC 16000 NJ MOUNT $3,633 $3,633.34
COMMERCE LAUREL
PARKWAY
CUST. TOTAL 3,633 3,633.34
04829 COASTAL EAGLE P O BOX 1000 NJ WESTVILLE $137 $1,299 $1,436.50
POINT OIL
CUST. TOTAL 137 1,299 1,436.50
75773 COASTAL 1101 MAIN SC VARNVILLE $450 $82 $532.50
ENGINEERED STREET
PROD
CUST. TOTAL 450 82 532.50
07233 COASTAL OIL FOOT OF EAST NJ BAYONNE $2,800 $2,800.00
NEW YORK INC 5TH STREET
CUST. TOTAL 2,800 2,800.00
07487 COASTAL REFINING 1300 CANTWELL TX CORPUS $80 $80.00
& MARKE LANE CHRISTI
CUST. TOTAL 80 80.00
12501 COCA COLA COCA COLA AL MOBILE $110 $110.00
BOTTLING CO ROAD
64269 COCA COLA 4901 NC CHARLOTTE $220 $220.00
BOTTLING CO CHESAPEAKE
DR
70788 COCA COLA 64 BY PASS TN CLEVELAND $27 $27.50
BOTTLING CO
CUST. TOTAL 137 220 357.50
01828 COCA COLA USA P O DRAWER GA ATLANTA $1,007 $220 $2,625 $3,852.50
1734
84947 COCA COLA USA 600 AMHERST NH NASHUA $505 $471 $976.35
STREET
CUST. TOTAL 505 $1,007 691 2,625 4,828.85
86866 COCHEM 7555 BESSEMER OH CLEVELAND $55 $55.00
CUST. TOTAL 55 55.00
65614 COLDMATIC 8500 KEELE ST ON CONCORD $82 $82.50
REFRIGERATION
CUST. TOTAL 82 82.50
08915 COLE CHEMICALS 950 ECHO LANE TX HOUSTON $110 $40 $515 $665.40
& DIST
CUST. TOTAL 110 40 515 665.40
55392 COLFAX INC 38 COLFAX RI PAWTUCKET $604 $604.50
STREET
CUST. TOTAL 604 604.50
17810 COLGATE CLARKE BLVD IN JEFFERSONVILLE $791 $637 $412 $1,841,50
PALMOLIVE & WOERNER
COMPAN AVE
63709 COLGATE 1806 KANSAS KS KANSAS CITY $172 $172.50
PALMOLIVE AVENUE
COMPAN
CUST. TOTAL 791 637 585 2,014.00
17647 COLONIAL OIL P O BOX 576 GA SAVANNAH $27 $27.50
INDUSTRIES
CUST. TOTAL 137 27.50
76467 COLONIAL P O BOX 69 MD WOODBINE $4,965 $4,965.66
PIPELINE 013245
CUST. TOTAL 4,965 4,965.66
</TABLE>
<PAGE>
JOB-RCPM05 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING DATE 5/01/93 PAGE# 32
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
64151 COLORCON 415 MOYER PA WEST POINT $538 $538.54
BLVD
CUST. TOTAL 538 538.54
01084 COLORITE PLASTICS 101 RAILROAD NJ RIDGEFIELD $6,800 $6,800.00
AVENUE
CUST. TOTAL 6,800 6,800.00
90161 COLUMBIA FOREST 100 SOUTH VA CHATHAM $302 $302.50
PRODUCTS PAUL ROAD
CUST. TOTAL 302 $302.50
18540 COLUMBUS MC KINNON HWY 22 A TN LEXINGTON $1,318 $890 $2,208.73
CO SOUTH
CUST. TOTAL 1,318 890 2,208.73
03319 COMMANDING OFFICER NAVAL CT GROTON $2,654 $2,654.50
SUBMARINE
SUPPORT
CUST. TOTAL 2,654 2,654.50
00522 COMMERCIAL PRODUCTS 117 ETHYL NJ HAWTHORNE $440 $440.00
AVENUE
CUST. TOTAL 440 440.00
76707 COMMONWEALTH OIL C/O ESSO ON HARROW $1,100 $1,100.00
CORP CHEMICAL
CANADA
CUST. TOTAL 1,100 1,100.00
61877 COMPAC CORP OLD FLANDERS NJ NETCONG $14,400 $3,600 $18,000.00
ROAD
CUST. TOTAL 14,400 3,600 18,000.00
66021 COMPONENTES P O BOX 4447 TX BROWNSVILLE $50,915 $54,697 $9,516 $3,995- $111,133.29
MECANICAS
CUST. TOTAL 50,915 54,697 9,516 3,995- 111,133.29
06266 COMPRESSION POLYMERS GREENWOOD & PA SCRANTON $870 $1,708 $1,586 $4,164.00
WARNER
CUST. TOTAL 870 1,708 1,586 4,164.00
04180 CONCORD CHEMICAL 17TH & FEDERAL NJ CAMDEN $55 $55.00
COMPANY STREETS
CUST. TOTAL 55 55.00
81832 CONE MILLS EAST CONE NC GREENSBORO $137 $137 $275.00
CORPORATION BLVD
CUST. TOTAL 137 137 275.00
63457 CONICA CORP LOWER BUTLER PA HARMONY $45 $2,452 $2,497.50
ROAD
CUST. TOTAL $45 2,452 2,497.50
87226 CONOCO INC P O BOX 1260 CA SANTA MARIA $1,277 $1,277.60
56721 CONOCO INC 250 AIRPORT DE NEW CASTLE $25,459 $1,011 $26,471.44
ROAD
06918 CONOCO INC P O BOX 1267 OK PONCA CITY $2,417 $2,417.60
02354 CONOCO INC BOX 2197/2007 TX HOUSTON $2,746 $2,746.50
PONCA BLDG
CUST. TOTAL 29,483 3,429 32,913.14
77099 CONQUEST CHEMICALS 425 MO SAINT LOUIS $562 $562.50
WOODS MILL
ROAD S
CUST. TOTAL 562 562.50
86518 CONRAIL CORPORATION FLEXIFLO PA PHILADELPHIA $980 $980.65
TERMINAL
CUST. TOTAL 980 980.65
59357 CONSOLIDATED 1100 RICHMOND TN JACKSON $348 $348.64
ALUMINUM STREET
CUST. TOTAL 348 348.64
</TABLE>
<PAGE>
JOB-RCPM05 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING DATE 5/01/93 PAGE# 34
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50077 CONSOLIDATED COAL BLADESVILLE WV WANA $880 $880.34
COMPAN #2
CUST. TOTAL 880 880.34
09590 CONSOLIDATED PAPER P O BOX 50 WI WISCONSIN $90- $90.00-
INC RPDS
CUST. TOTAL 90- 90.00-
87835 CONSOLIDATED RAIL BLD #2 PETE NJ NEWARK $4,489 $3,448 $7,937.50
CORP SCHROLL
17661 CONSOLIDATED RAIL P O CORP 145 NY SELKIRK $2,497 $2,497.00
CORP
88780 CONSOLIDATED RAIL FLEXIFLO PA PITTSBURGH $9,717 $9,717.50
CORP
CUST. TOTAL 6,986 13,165 20,152.00
80682 CONTAINER CARE 860 HARBOUR CA RICHMOND $513 $513.75
WAY SOUTH
CUST. TOTAL 513 513.75
68766 CONTAINER CORP OF P O BOX 12950 CA FRESNO $3,438 $877 $4,315.40
AMERIC
61348 CONTAINER CORP OF 2001 E 57TH CA VERNON $612 $612.00
AMERIC STREET
19580 CONTAINER CORP OF NORTH 8TH ST FL FERNANDINA $27 $27.50
AMERIC BCH
56926 CONTAINER CORP OF P O BOX 1214 OH RAVENNA $137 $55 $75 $267.50
AMERIC
CUST. TOTAL 3,603 932 687 5,222.40
27704 CONTINENTAL CAN 8201 WOODLEY CA VAN NUYS $55 $55.00
COMPANY AVENUE
CUST. TOTAL 55 55.00
01583 CONTINENTAL 5010 HOVIS NC CHARLOTTE $137- $137.50-
INDUSTRIAL C ROAD
CUST. TOTAL 137- 137.50-
86296 CONTINENTAL TRAFFIC 5100 POPLAR TN MEMPHIS $192 $192.00
SVC AVE
CUST. TOTAL 192 192.00
84445 CONVENIENCE KING INC P O BOX 189 NC DILLSBORO $315 $315.00
CUST. TOTAL 315 315.00
84908 CONWAY INTERMODAL 2322 GRAVEL TX FORT WORTH $383 $383.50
CUST. TOTAL 383 383.50
19350 CONWELL OIL EAST 14TH ST/ NY ELMIRA HTS $4,715 $4,715.25
CORPORATION P O BOX 215
CUST. TOTAL 4,715 4,715.25
81570 COOK COMPOSITES & P O BOX 189 IA BURLINGTON $82 $82.50
POLYME
28621 COOK COMPOSITES & 2434 HOLMES TX HOUSTON $5,851 $1,010 $637 $2,544 $10,043.90
POLYME ROAD
CUST. TOTAL 5,934 1,010 637 2,544 10,126.40
90053 COOK FAMILY FOODS 800 CW KY GRAYSON $27 $27.50
STEVENS BLVD
CUST. TOTAL 27 27.50
23247 COOKSON PIGMENTS INC 256 NJ NEWARK $420 $27 $292 $740.16
VANDERPOOL
STREET
83700 COOKSON PIGMENTS INC P O BOX 1259 NJ SOMERVILLE $1,548 $1,548.92
CUST. TOTAL 1,969 27 292 2,289.08
00287 COOLEY INC 50 ESTEN RI PAWTUCKET $55 $55.00
AVENUE
CUST. TOTAL 55 55.00
</TABLE>
<PAGE>
JOB-RCPM05 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING DATE 5/01/93 PAGE# 34
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
90104 COON INDUSTRIES P O BOX 155 PA LUZERNE $1,171 $1,171.00
CUST. TOTAL 1,171 1,171.00
82195 COOPER OIL TOOL CO 16500 S MAIN TX MISSOURI CITY $82 $82.50
STREET
CUST. TOTAL 82 82.50
86380 COOPER POWER C/O POTOMAC DC WASHINGTON $927 $927.58
ELECTRIC P
CUST. TOTAL 927 927.58
88884 COOPER POWER SYSTEMS GOLDEN GEM FL UMATILLA $3,253 $3,253.60
DRIVE
777730 COOPER POWER SYSTEMS CURRY PA CANONSBURG $12,306 $27- $12,278.64
AVENUE
CUST. TOTAL 12,306 3,226 15,532.24
19550 COOPERS CREEK CHEM 90 RIVER ROAD PA W CONSHOHOCKEN $2,015 $2,015.00
CORP
CUST. TOTAL 2,015 2,015.00
20180 COPOLYMER RUBBER & 1836 SHADA LA BATON ROUGE $4,459 $2,865 $7,324.15
CHEM AVE
CUST. TOTAL 4,459 2,865 7,324.15
19860 CORNING GLASS P O BOX 1407 NY CORNING $26,443 $4,330 $30,774.04
COMPANY
CUST. TOTAL 26,443 4,330 30,774.04
77840 CORNWALL CHEMICALS P O BOX 200 ON WILLOWDALE $64 $192 $2,471 $2,728.50
LTD
CUST. TOTAL 64 192 2,471 2,728.50
77165 CORRECTIONAL TURNEY TN ONLY $137 $137.50
ENTERPRISES CENTER
CUST. TOTAL 137 137.50
88671 CORRIGATED 237 ROCKWOOD CA CALEXICO $4,918 $2,598 $7,517.05
CONTAINER CO AVENUE
CUST. TOTAL 4,918 2,598 7,517.05
07658 CORWOOD LABS INC 55 ADAMS NY HAUPPAUGE $89 $89.00
STREET
CUST. TOTAL 89 89.00
05064 COSCO INCORPORATED 137 SKILLMAN NY BROOKLYN $1,169 $1,169.00
AVENUE
CUST. TOTAL 1,169 1,169.00
84801 COUNTRYMARK CO-OP REFINERY IN MOUNT $45 $45.00
ROAD VERNON
CUST. TOTAL 45 45.00
24209 COUNTY LINE QUARRY S FRONT ST PA WRIGHTSVILLE $195 $795 $990.94
CUST. TOTAL 195 795 990.94
83232 COURTAULDS AEROSPACE 11601 UNITED CA MOJAVE $1,000 $1,000.00
STREET
86543 COURTAULDS AEROSPACE 410 JERSEY AVE NJ GLOUCESTER $12,704 $2,529 $15,233.42
CIT
CUST. TOTAL 13,704 2,529 16,233.42
81030 COURTNEY INDUSTRIES P O BOX 3416 MD BALTIMORE $4,401 $4,989 $2,691 $1,900 $13,982.31
CORP
CUST. TOTAL 4,401 4,989 2,691 1,900 13,982.31
89928 COVENANT COAL FRONTAGE VA CEDAR BLUFF $45 $45.00
ROAD
CUST. TOTAL 45 45.00
</TABLE>
<PAGE>
JOB-RCPM05 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING DATE 5/01/93 PAGE# 35
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12801 CRANE & COMPANY PIONEER MILL MA DALTON $2,346 $3,483 $580 $6,411.15
CUST. TOTAL 2,346 3,483 580 6,411.15
58793 CRESCENT INKS INC 1116 E NC KERNERSVILLE $200 $200.00
MOUNTAIN
STREET
CUST. TOTAL 200 200.00
15095 CRODA INC P O BOX 178 PA MILL HALL $23,893 $1,572 $96 $25,561.65
CUST. TOTAL 23,893 1,572 96 25,561.65
83585 CROMPTON & KNOWLES % COMPUTREX KY LEXINGTON $1,067 $1,067.50
CORP INC
25515 CROMPTON & KNOWLES ROUTE 724 PA GILBRALTAR $65 $402 $468.15
CORP
CUST. TOTAL 1,133 402 1,535.65
03121 CROSS OIL & END OF EAST AR SMACKOVER $1,086 $1,086.90
REFINING CO 6TH STREET
CUST. TOTAL 1,086 $1,086.90
64456 CROSSFIELD BROADWAY & IL JOLIET $150 $150.00
CHEMICAL CO INGALLS AVE
CUST. TOTAL 150 150.00
05819 CRYSTAL TISSUE P O BOX 13020 KY LEXINGTON $2,682 $884 $1,280 $4,846.72
CUST. TOTAL 2,682 884 1,280 $4,846.72
75159 CSSI P O BOX 71 PA SHENANDOAH $1,732 $1,732.50
CUST. TOTAL 1,732 1,732.50
55606 CUMBERLAND FARMS 777 DEDHAM MA CANTON $245 $30 $275.00
ROAD
CUST. TOTAL 245 30 275.00
80424 CUSTOCHEM 503 LAFAYETTE GA LAFAYETTE $1,056 $1,056 $2,112.50
CUST. TOTAL 1,056 1,056 2,112.50
83446 CUSTOM CHEMICAL 8707 CA SANTA FE $519 $519.78
MILLERGROVE SPRIN
CUST. TOTAL $519 $519.78
05710 CUSTOM INTERCHEM INC. 4736 ALLUM TX HOUSTON $552 $552.91
ROAD
CUST. TOTAL 552 552.91
50889 CUSTOM PAPERS GROUP 340 MILL MI ROCHESTER $150 $150.50
STREET
CUST. TOTAL 150 150.50
64733 CYANAMID OF CANADA 88 MCNABB ON MARKHAM $6,362 $198 $6,560.61
STREET
20960 CYANAMID OF CANADA BOX 240 ON NIAGARA $5,727 $6,295 $11,985 $1,979 $25,988.77
GARNER FALLS
RD/WELLAN
78444 CYANAMID OF CANADA P O BOX 2118 ON NIAGARA $4,643 $4,194 $4,643 $13,482.00
FALLS
79499 CYANAMID OF CANADA INTERNATIONAL ON NIAGARA $465 $465.45
BILLING ON FALLS
CUST. TOTAL 16,733 10,490 12,184 7,098 46,496.83
28644 CYCLOPS CORPORATION 17400 STATE OH COSHOCTON $82 $82.50
RT 16
CUST. TOTAL 82 82.50
20615 CYRO CANADA INC 8100 ON NIAGARA $357 $357.50
DORCHESTER FALLS
STREET
CUST. TOTAL 357 357.50
</TABLE>
<PAGE>
JOB-RCPMOS FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 36
<TABLE>
<CAPTION>
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
51009 CYRO INDUSTRIES P O BOX 591 ME SANFORD $12,280 $29- $29- $210 $12,431.20
13957 CYRO INDUSTRIES P O BOX 591 ME SANFORD $45 $45.00
CUST. TOTAL 12,280 15 29- 210 12,476.20
83233 D K ENTERPRISES 1930 E NJ CHERRY HILL $1,330 $1,330.00
MARLTON PIKE E
CUST. TOTAL 1,330 1,330.00
82898 DAIRY FARM PRODUCTS 455 W MONROE OH NEW BREMEN $200 $200.00
ST
CUST. TOTAL 200 200.00
16909 DANA CORPORATION P O BOX 13459 PA READING $110 $110.00
CUST. TOTAL 110 110.00
21193 DANA TRANSPORT P O BOX 370 NJ AVENEL $1,500 $1,500 $1,500 $4,500.00
CUST. TOTAL 1,500 1,500 1,500 4,500.00
21130 DANIEL INTERNATIONAL 400 NJ JERSEY CITY $220 $220.00
CLAREMONT AVE
CUST. TOTAL 220 220.00
03546 DAUBERT CHEMICAL 4700 SOUTH IL CHICAGO $2,430 $82 $2,512.95
COMPANY CENTRAL AVENUE
CUST. TOTAL 2,430 82 2,512.95
07617 DAVID MICHAEL & CO INC 10801 DECATUR PA PHILADELPHIA $677 $677.50
ROAD
CUST. TOTAL 677 677.50
89123 DAVIDSON INTERIOR 1515 MI WESTLAND $27 $110 $137.50
TRIM/T NEWBURGH
ROAD
CUST. TOTAL 27 110 137.50
68296 DAVIDSON PO BOX 1504 NH DOVER $220 $220.00
INTERIOR/TEXTR
CUST. TOTAL 220 220.00
21300 DAVIDSON RUBBER INDUSTRIAL NH DOVER $125 $125.50
COMPANY PARK
26355 DAVIDSON RUBBER ROUTE 11 HN FARMINGTON $27 $165 $75- $117.50
COMPANY
CUST. TOTAL 27 165 50 243.00
06333 DAVOLIN PAINT 700 ALLSTON CA BERKELEY $137 $137.50
WAY
CUST. TOTAL 137 137.50
52104 DAY-GLO COLOR 4515 ST CLAIR OH CLEVELAND $302 $302.50
AVENUE
CUST. TOTAL 302 302.50
89531 DE GUSSA CORP 1515 REIDEL IL MUNDELEIN $82 $82.50
DRIVE
78485 DE GUSSA CORP P O BOX 1259 NJ SOMERVILLE $5,207 $4,914 $1,400 $11,521.00
CUST. TOTAL 5,289 4,914 1,400 11,603.50
05111 DEFENSE ACCOUNTING TRANSPORTATION VA NORFOLK $41,288 $44,991 $20,650 $42,391 $149,322.36
OFFICE PAYMENT C
CUST. TOTAL 41,288 44,991 20,650 42,391 149,322.36
54724 DEFT INC 411 EAST OH ALLIANCE $75- $75.00-
KEYSTONE
CUST. TOTAL 75- 75.00-
18063 DELCO ELECTRONICS 1555 LYELL NY ROCHESTER $443 $443.00
CORP AVENUE
CUST. TOTAL 443 443.00
</TABLE>
<PAGE>
JOB-RCPMOS FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 37
<TABLE>
<CAPTION>
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
90101 DELTA AIR NEWARK INT'L NJ NEWARK $735 $735.00
INCORPORATED AIRPORT
CUST. TOTAL 735 735.00
05675 DELTA CORRUGATED W. RUBY NJ PALISADES $55 $55.00
AVENUE PARK
CUST. TOTAL 55 55.00
10309 DELTA DISTRIBUTORS INC P O BOX 359 LA SAINT GABRIEL $1,030 $893 $1,923.90
CUST. TOTAL 1,030 893 1,923.90
06232 DELTA INDUSTRIAL 5700 TN ARLINGTON $27 $27.50
COATING COMMANDER
DRIVE
CUST. TOTAL 27 27.50
16361 DELTA LABORATORIES P O BOX 2258 FL OCALA $45 $45.00
CUST. TOTAL 45 45.00
78183 DELTA PETROLEUM P O BOX 1133 LA SAINT ROSE $660 $192 $91 $943.50
PRODUCTS
CUST. TOTAL 660 192 91 943.50
CUST. TOTAL 660 192 91 943.50
22120 DELTA SOLVENTS & CHEM 610 FISHER TX LONGVIEW $1,567 $1,507 $3,075.00
CO ROAD
CUST. TOTAL 1,567 1,507 3,075.00
71918 DELTECH CORP P O BOX 97875 LA BATON ROUGE $61,725 $37,932 $4,166 $2,471 $106,295.40
CUST. TOTAL 61,725 37,932 4,166 2,471 106,295.40
52649 DEMENNO KERDOON 2100 N CA COMPTON $210- $210.00-
ALAMEDA
STREET
CUST. TOTAL 210- 210.00-
76789 DENA CORP 850 NICHOLAS IL ELK GROVE $55 $55.00
BLVD VLG
CUST. TOTAL 55 55.00
79647 DENALT CHEMICALS 8620 PASCAL PQ ST LEONARD $88 $88.81
GAGNON
CUST. TOTAL 88 88.81
23743 DANCO INDUSTRIES P O BOX 73563 TX HOUSTON $150 $150.46
CUST. TOTAL 150 150.46
04722 DENNIS CHEMICAL 2700 PAPIN MO SAINT LOUIS $55 $55.00
STREET
CUST. TOTAL 55 55.00
26905 DEPT OF ENVIRONMENTAL 5000 OVERLOOK DC WASHINGTON $137 $137.50
AVENUE
CUST. TOTAL 137 137.50
83033 DERIVADOS TX LAREDO $540 $540.00
CUST. TOTAL 540 540.00
86117 DESIGN TIME INC P O BOX 2027 IN ELKHART $92 $92.00
CUST. TOTAL 92 92.00
26965 DETREX CHEMICAL IND STATE ROAD/ OH ASHTABULA $1,695 $1,695.31
P O BOX 623
CUST. TOTAL 1,695 1,695.31
90049 DEUTSCH CO 700 S CA BANNING $1,306 $1,306.40
HATHAWAY
CUST. TOTAL 1,306 1,306.40
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 38
<TABLE>
<CAPTION>
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
08716 DEXTER CORPORATION EAST WATER IL WAUKEGAN $681 $681.75
STREET
70571 DEXTER CORPORATION 1205 AVE H TX GRAND PRAIRIE $875 $875.00
EAST
CUST. TOTAL 681 875 1,556.75
87436 DEXTER ELECTRONIC 15051 E DON CA CITY OF $683 $683.60
MATERI JULIAN ROAD INDUST
CUST. TOTAL 683 683.60
58691 DEXTRAN PRODUCTS 421 COMSTOCK ON SCARBOROUGH $64- $64.20-
ROAD
CUST. TOTAL 64- 64.20-
77658 DIAL CORPORATION JC DRIVE PA WEST $1,927 $997 $2,925.00
VALMONT IND HAZLETON
PAR
CUST. TOTAL 1,927 997 2,925.00
68163 DICEY MILLS INC NEISLER NC SHELBY $50 $50.00
STREET
CUST. TOTAL 50 50.00
02224 DICKLER CHEMICAL INC 4201 PA PHILADELPHIA $55 $55.00
TORRESDALE
AVENUE
CUST. TOTAL 55 55.00
90144 DIRECTORM DFAS ATTN: IN INDIANAPOLIS $6,742 $6,742.00
INDIANAPOL DFAS-IN-T
CUST. TOTAL 6,742 6,742.00
68258 DISPOSAL SYSTEMS INC P O BOX 1914 TX DEER PARK $955 $955.96
CUST. TOTAL 955 955.96
23240 DISTILLATION PRODUCTS P O BOX 1910 NY ROCHESTER $55 $55.00
IN
CUST. TOTAL 55 55.00
90320 DIVERSEY CORPORATION 1846 GA TUCKER $475 $475.00
MONTREAL
RD/BOX 45
07627 DIVERSEY CORPORATION 1532 BIDDLE MI WYANDOTTE $412 $1,237 $1,650.00
AVENUE
CUST. TOTAL 412 1,712 2,125.00
85771 DIVERSEY FABRILIFE C/O CAMCO CA CITY OF $27 $27.50
CORP CHEMICAL INDUST
CUST. TOTAL 27 27.50
86621 DIVERSIFIED CHEMICAL 2131 PLEASANT GA DULUTH $8,210 $8,210.00
PRO HILL RD
89178 DIVERSIFIED CHEMICAL 361 INDUSTRIAL GA LAWRENCEVILLE $68 $68.75
PRO PARK DR
CUST. TOTAL 68 8,210 8,278.75
83423 DIVEX 123 LAWAND SC COLUMBIA $21,319 $21,319.00
DR
CUST. TOTAL 21,319 21,319.00
67209 DIXIANA MILL P O BOX 1248 SC DILLON $45 $45.00
CUST. TOTAL 45 45.00
55868 DOBER CHEMICAL CORP 14461 S IL MIDLOTHIAN $27 $27.50
WAVERLY AVE
CUST. TOTAL 27 27.50
23500 DOCK RESINS CORP 1512 W NJ LINDEN $27 $137 $165.00
ELIZABETH AVE
CUST. TOTAL 27 137 165.00
23790 DOFASCO INC 1330 ON HAMILTON 162 $1,393 $42 $890 $2,488.72
BURLINGTON
STREET
CUST. TOTAL 162 1,393 42 890 2,488.72
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 39
<TABLE>
<CAPTION>
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
88599 DOMFER METALS 6090 NEWMAN PQ LA SALLE $64 $64.20
CUST. TOTAL 64 64.20
04594 DOMINION COLOR 455 FINLEY ON AJAX $1,324 $1,324.66
COMPANY AVENUE
CUST. TOTAL 1,324 1,324.66
01972 DOMINION FOAM 8785 BOUL PQ MONTREAL $2,977 $2,977.50
CORPORATIO LANGELLIER
BLV
CUST. TOTAL 2,977 2,977.50
11953 DOMINO SUGAR P O BOX 838 MD BALTIMORE $55 $2,608 $2,663.48
CORPORATION
03430 DOMINO SUGAR 49 SOUTH 2ND ST NY BROOKLYN $82 $82.50
CORPORATION
68503 DOMINO SUGAR 1114 6TH NY NEW YORK $247 $1,990 $2,238.00
CORPORATION AVENUE FLOOR
24
CUST. TOTAL 247 55 4,681 4,983.98
81755 DOMTAR GYPSUM 1101 S FRONT NJ CAMDEN $55 $55.00
STREET
CUST. TOTAL 55 55.00
83704 DORAN TEXTILES INC C/O J & C NC SHELBY $459 $459- $.00
DYEING CORP
CUST. TOTAL 459 459- .00
10365 DOUBLE EAGLE STEEL 3000 MILLER MI DEARBORN $8,802 $2,388 $1,333 $1,761 $14,285.70
CTG C ROAD
CUST. TOTAL 8,802 2,388 1,333 1,761 14,285.70
65478 DOUBLE ENVELOPE CO 7702 VA ROANOKE $55 $55.00
PLANTATION
ROAD
CUST. TOTAL 55 55.00
85233 DOVE AVIATION INC 650 DANBURY CT DANBURY $2,191 $2,191.00
ROAD
85232 DOVE AVIATION INC 650 DANBURY CT RIDGEFIELD $636 $4,091 $3,855 $8,582.10
ROAD
CUST. TOTAL 2,827 4,091 3,855 10,773.10
04383 DOW CHEMICAL CANADA 4445 MARIE PQ VARENNES $152 $152.00
VICTORIAN
86408 DOW CHEMICAL CANADA C/O VAN MB WINNIPEG $90 $90.00
INC WATERS &
ROGERS
66788 DOW CHEMICAL CANADA C/O BOISE ON FORT FRANCES $45 $45.00
INC CASCADE
CANADA
23960 DOW CHEMICAL CANADA P O BOX ON SARNIA $85,748 $48,311 $21 $134,081.06
INC 3030/SOUTH
VIDAL
64081 DOW CHEMICAL CANADA P O BOX ON SARNIA $7,487 $507 $4,243 $12,238.73
INC 3030/SOUTH
VIDAL
72210 DOW CHEMICAL CANADA 67 GREEN LANE ON THORNHILL $27 $1,379 $1,407.38
INC WESTSIDE
CUST. TOTAL 93,353 49,015 4,265 1,379 148,014.17
11679 DOW CHEMICAL CA PITTSBURG $60 $1,931 $1,991.52
COMPANY
23320 DOW CHEMICAL ALLYNS POINT CT GALES FERRY $1,460 $4,479 $5,939.04
COMPANY DIVISION
27705 DOW CHEMICAL 1466 PROSSER GA DALTON $8,289 $240 $8,529.38
COMPANY DRIVE, SE
09195 DOW CHEMICAL P O BOX 368 IL JOLIET $270 $405 $45 $720.00
COMPANY
65107 DOW CHEMICAL P O BOX 150 LA PLAQUEMINE $130 $130.00
COMPANY
69669 DOW CHEMICAL P O BOX 500 LA PLAQUEMINE $6,485 $45 $2,914 $1,936 $11,380.82
COMPANY
11904 DOW CHEMICAL SOUTH MI LUDINGTON $485 $485.00
COMPANY MADISON
STREET
24000 DOW CHEMICAL P O BOX 2559 MI MIDLAND $57,953 $11,089 $2,590 $673- $70,960.38
COMPANY
79935 DOW CHEMICAL P O BOX 1726 MI MIDLAND $120- $120.00-
COMPANY
83413 DOW CHEMICAL 2020 BLDG MI MIDLAND $17,746 $17,746.00
COMPANY
83890 DOW CHEMICAL P O BOX 1726 MI MIDLAND $12,455 $12,939 $9,315 $34,709.88
COMPANY
89563 DOW CHEMICAL 1000 NJ MOUNT $675 $675.00
COMPANY MIDLANTIC LAUREL
DRIVE
51018 DOW CHEMICAL 1400 NORTON OH COLUMBUS $2,855 $1,270 $1,315 $5,440.00
COMPANY ROAD
24250 DOW CHEMICAL P O DRAWER K TX FREEPORT $49,107 $3,400 $90 $52,597.29
COMPANY
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 40
S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24300 DOW CHEMICAL COMPANY 2301 BRAZOS PORT BLVD TX FREEPORT $11,893 $45 $402 $1,333 $13,673.54
24470 DOW CHEMICAL COMPANY INBOUND ACCOUNTS PAYABLE TX FREEPORT $93,683 $7,888 $11,196 $2,309 $115,077.52
85838 DOW CHEMICAL COMPANY TX LAREDO $560 $560.00
CUST. TOTAL..... 263,432 41,802 19,138 16,121 340,495.37
83615 DOW CHEMICAL USA P O BOX 182390 OH COLUMBUS $1,176,277 $100,453 $14,337 $2,085 $1,293,154.28
87784 DOW CHEMICAL USA P O BOX 182390 OH COLUMBUS $47,806 $8,596 $1,796 $490 $58,690.02
CUST. TOTAL 1,224,083 109,049 16,134 2,576 1,351,844.30
86251 DOW CORNING CORP./ INTRA INTERNATIONAL BILLING ON MI BURTON, GE $550 $550.00
CUST. TOTAL..... 550 550.00
00299 DOW CORNING CORPORATION 750 HOGENVILLE ROAD KY ELIZABETHTOWN $1,523 $1,523.20
24490 DOW CORNING CORPORATION P O BOX 195000 MI BURTON $15,518 $12,168 $8,712- $18,975.12
28115 DOW CORNING CORPORATION 1635 NORTH GLEANER RD MI HEMLOCK $522 $522.00
56578 DOW CORNING CORPORATION 12334 GEDDES ROAD MI HEMLOCK $5,052 $5,052.13
24410 DOW CORNING CORPORATION P O BOX 0998 MI MIDLAND $10,790 $165 $277 $11,233.10
23740 DOW CORNING CORPORATION 2914 PATERSON ST NC GREENSBORO $4,390 $4,390.13
CUST. TOTAL..... 37,796 12,168 8,547- 277 41,695.68
81047 DOW ELANCO KRISTINE JOST IN INDIANAPOLIS $55- $55.00-
CUST. TOTAL..... 55- 55.00-
58216 DOW INTERNATIONAL/DOMEST INTERNATIONAL BILLING ON TX LAKE JACKSON $5,490 $600 $5,594 $11,684.00
CUST. TOTAL..... 5,490 600 5,594 11,684.00
90156 DOW NORTH AMERICA 2040 DOW CENTER MI MIDLAND $2,075 $2,075.32
CUST. TOTAL..... 2,075 2,075.32
86269 DOW USA P O BOX 2084 MI MIDLAND $8,971 $800 $325 $2,277 $12,373.70
CUST. TOTAL..... 8,971 800 325 2,277 12,373.70
05673 DOW USA EASTERN DIVISION P O BOX 182390 OH COLUMBUS $45 $45.00
CUST. TOTAL..... 45 $45.00
83418 DOW USA LOUISIANA DIVISI P O BOX 182390 OH COLUMBUS $140- $140.00-
CUST. TOTAL..... 140- 140.00-
83607 DOW USA MICHIGAN DIVISIO P O BOX 182390 OH COLUMBUS $142- $142.60-
CUST. TOTAL..... 142- 142.60-
77331 DOWBRANDS INC P O BOX 68511 IN INDIANAPOLIS $6,313 $58 $6,372.66
CUST. TOTAL..... 6,313 58 6,372.66
82283 DOWELANCO 934 BLOG MI MIDLAND $225 $225.00
CUST. TOTAL..... 225 225.00
86164 DOWELANCO/MICHIGAN DIVIS P O BOX 182390 OH COLUMBUS $46,591 $8,873 $55,464.88
CUST. TOTAL..... 46,591 8,873 55,464.88
54303 DOWELL SCHLUMBERGER INC US 131 & THOMAS ROAD MI KALKASKA $3,535- $3,535.75-
26271 DOWELL SCHLUMBERGER INC 6717 SOUTH 61ST WEST AVE OK TULSA $3,677 $282 $3,960.10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 41
S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
61231 FLUID PACKAGING CO 800 AIRPORT RD NJ LAKEWOOD $220 $137 $522 $962 $1,842.50
CUST. TOTAL...... 220 137 522 962 1,842.50
83426 DOWELL SCHLUMBERGER INC 5155 W CARDINAL DR TX BEAUMONT $60 $60.00
82930 DOWELL SCHLUMBERGER INC 801 STANDARD STREET TX LONGVIEW $160 $160.00
CUST. TOTAL..... 3,677 3,033- 644.35
55205 DOWN RIVER 3271 FRANKLINTON RD GA MACON $805 $805.00
CUST. TOTAL..... 805 805.00
12054 DREW CHEMICAL COMPANY ONE DREW CHEMICAL PLAZA NJ BOONTON $603 $4,928 $5,531.80
CUST. TOTAL..... 603 4,928 5,531.80
01569 DREXEL CHEMICAL COMPANY MS TUNICA $3,865 $3,865.40
15300 DREXEL CHEMICAL COMPANY P O BOX 9306 TN MEMPHIS $1,441 $40 $634 $2,115.80
CUST. TOTAL..... 5,306 40 634 5,981.20
54082 DRYDEN OIL COMPANY 692 MILLBURY STREET MA WORCESTER $2,081 $140 $2,221.76
CUST. TOTAL..... 2,081 140 2,221.76
24476 DSM CHEMICALS 1 COLUMBIA NITROGEN ROAD GA AUGUSTA $790 $790.00
CUST. TOTAL..... 790 790.00
24500 DUBOIS CHEMICALS INC 3630 EAST KEMPER ROAD OH SHARONVILLE $55 $55 $110.00
CUST. TOTAL..... 55 55 110.00
59629 DUBROOK P O BOX 220746 VA CHANTILLY $1,096 $1,096.00
CUST. TOTAL..... 1,096 1,096.00
78845 DUCK BACK PRODUCTS P O BOX 980 CA CHICO $3,186 $3,186.25
78852 DUCK BACK PRODUCTS 2644 HEGAN LANE CA CHICO $6,572 $6,572.50
CUST. TOTAL..... 9,758 9,758.75
C 87203 DUNCOR ENTERPRISES INC 75 JAMES STREET ON BARRIS $7,294 $7,294.94
CUST. TOTAL..... 7,294 7,294.94
12140 DUPONT OF CANADA LTD ST CLAIRE RIVERSITE ON CORUNNA $1,548 $1,803 $321 $3,672.97
00469 DUPONT OF CANADA LTD P O BOX 2200 STREETSVILL ON MISSISSIPPI $220,549 $38,108 $12,334 $17,350 $288,342.73
CUST. TOTAL..... 222,098 39,911 12,655 17,350 292,015.70
28685 DURAL PRODUCTS 555 MARSHALL AVENUE PQ DORVAL $.00
CUST. TOTAL..... $.00
09281 DURON PAINT INC 10406 TUCKER STREET MD BELTSVILLE $125 $125.00
CUST. TOTAL..... 125 125.00
80110 DUTCH CHEMICALS 44 CLAYSON ROAD ON WESTON $27 $27.50
CUST. TOTAL..... 27 $27.50
06205 DYNA TECH ADHESIVES INC COUNTRY CLUB ROAD WV CRAFTON $27,264 $156 $27,420.20
CUST. TOTAL..... 27,264 156 27,420.20
76753 DYNAGEN INC 2000 E POOL RD TX ODESSA $50 $50- $.00
CUST. TOTAL..... 50 50- $.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 42
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
74053 E DAVIS 7 TURNER PLACE NJ PISCATAWAY $55 $55.00
CUST. TOTAL .... 55 55.00
61583 E F HOUGHTON & COMPANY P 0 BOX 67 MO SAINT LOUIS $2,568 $646 $3,214.81
10753 E F HOUGHTON & COMPANY MADISON & VAN BUREN AVES PA VALLEY FORGE $412 $330 $5,433 $6,176.14
CUST. TOTAL .... 2,981 330 6,079 9,390.95
08056 E I DUPONT P O BOX 525 AL AXIS $540 $540.00
55075 E I DUPONT P O BOX 8964 DE WILMINGTON $306,943 $172,324 $51,685 $12,226 $543,200.09
56579 E I DUPONT 1007 MARKET STREET DE WILMINGTON $15,097 $15,097.50
66073 E I DUPONT 1007 MARKET STREET DE WILMINGTON $1,000 $2,000 $4,000 $7,000.00
85286 E I DUPONT INTERNATIONAL BILLING ON DE DEWILMINGTON $1,303 $88 $4,495 $5,886.50
85859 E I DUPONT 1007 MARKET STREET DE WILMINGTON $13,520 $14,560 $28,080.00
25030 E I DUPONT HC 66-400 HARRIS RD KY WURTLAND $65 $65.00
55447 E I DUPONT MI MOUNT CLEMENS $100 $100.00
12340 E I DUPONT CHAMBERS WORKS NJ DEEPWATER $2,354 $709 $55 $3,118.50
26080 E I DUPONT NORTH REPAUND AVE NJ GIBBSTOWN $302 $896 $1,198.00
07731 E I DUPONT OH MIAMI FORT $388 $388.50
05002 E I DUPONT EMIG & BUSSER ROADS PA EMIGSVILLE $27 $27.50
63426 E I DUPONT P 0 BOX 286/ACCTS PAYABL TX BEAUMONT $1,899 $1,886 $3,785.16
25240 E I DUPONT P O BOX 635* WV BELLE $3,366 $3,366.00
14493 E I DUPONT FMI P O BOX 8964 DE WILMINGTON $1706,939 $460,926 $4,178 $16,669 $2,188,715.09
CUST. TOTAL .... 2,048,184 651,948 62,715 37,798 2,800,647.94
72709 E N S R OPERATIONS 1700 GATEWAY BLVD OH CANTON $2,423 $2,423.00
CUST. TOTAL .... 2,423 2,423.00
54117 E R CARPENTER COMPANY IN 2611 N GENERAL BRUCE DRI TX TEMPLE $27- $27.50-
CUST. TOTAL .... 27- 27.50-
20954 EASTECH CHEMICAL INC 5700 TACONY STREET PA PHILADELPHIA $831 $2.388 $200 $3,419.00
CUST. TOTAL .... 831 2,388 200 3,419.00
79581 EASTERN CONSOLIDATED UTI 7785 SPRING CREEK RD PA MACUNGIE $2,080 $2,080.60
CUST. TOTAL .... 2,080 2,080.60
89287 EASTMAN CHEMICAL P 0 BOX 219 TX CONROE $220 $220.00
CUST. TOTAL .... 220 220.00
60638 EASTMAN CHEMICAL COMPANY P 0 BOX 1990/157 E MAIN TN KINGSPORT $5,715 $260 $677 $6,652.50
81470 EASTMAN CHEMICAL COMPANY P 0 BOX 511 TN KINGSPORT $20,595 $1,030 $21,625.77
CUST. TOTAL .... 26,310 260 1,707 28,278.27
25910 EASTMAN KODAK COMPANY P 0 BOX 92704 NY ROCHESTER $29,681 $29,681.45
CUST. TOTAL .... 29,681 29,681.45
6ll82 ECCLESTONE INDUSTRIAL CH 21701 HOOVER RD MI WARREN $753 $140 $893.00
CUST. TOTAL .... 753 140 893.00
74611 ECHOLAB INC 255 BLAIR RD NJ AVENEL $516 $516.50
CUST. TOTAL .... 516 516.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 43
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
75645 ECOLAB INC 5075 TOMKEN AVENUE ON MISSISSAUGA $4,827 $4,827.84
CUST. TOTAL ....... 4,827 4,827.84
88059 ECOLOCHEM INC 73 RUMSEY ROAD CT EAST HARTFORD $157 $157.56
CUST. TOTAL ....... 157 157.56
29875 ECONOMICS LABORATORY INC 255 BLAIR ROAD NJ AVENEL $82 $82.50
29885 ECONOMICS LABORATORY INC 2305 SHERWIN STREET TX GARLAND $27 $27.50
CUST. TOTAL ....... 110 110.00
57079 EDDIE MERCER INC LINGANORE RD MO FREDERICK $150 $150.00
CUST. TOTAL ....... 150 150.00
60540 EDWARDS HIGH VACUUM 2175 MILITARY ROAD NY TONAWANDA $1,285 $1,285.00
CUST. TOTAL ....... 1,285 1,285.00
86161 EKA NOBEL INC 2622 NASHVILLE FERRY RD MS COLUMBUS $9,419 $9,419.00
89894 EKA NOBEL INC 69 SOUTH MS COLUMBUS $4,774 $4,774.00
CUST. TOTAL ....... 14,193 14,193.00
70153 EL PASO REFINING P 0 BOX 9579 TX EL PASO $140 $140.00
CUST. TOTAL ....... 140 140.00
13140 ELF ATOCHEM HIGHWAY 43 NORTH AL AXIS $467 $110 $433 $1,011.25
51650 ELF ATOCHEM 2316 HIGHLAND AVENUE KY CARROLLTON $21,135 $5,324 $144 $26,603.85
82103 ELF ATOCHEM 17168 WEST JEFFERSON MI RIVERVIEW $3,003 $3,003.75
89035 ELF ATOCHEM 17168 WEST JEFFERSON AVE MI RIVERVIEW $3,585 $3,585.42
75485 ELF ATOCHEM P 0 BOX 2287 NJ RAHWAY $10,807 $1,333 $1,502 $13,642.00
86400 ELF ATOCHEM P 0 BOX 188 NY GENESEO $3,626 $380 $4,006.50
23058 ELF ATOCHEM 421 LONDEN ROAD OH DELAWARE $4,589 $4,589.31
58913 ELF ATOCHEM 700 3RD LINE ON OAKVILLE $364 $498 $1,590 $2,452.00
26312 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $77,038 $47,680 $19,644 $27,519 $171,882.41
62400 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $3,531 $190 $1,195 $95 $5,011.00
74194 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $41,719 $3,261 $1,680 $46,661.60
74198 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $5,656 $485 $6,141.88
74672 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $2,608 $858 $3,466.50
78678 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $24,010 $8,511 $620 $1,030- $32,111.30
78896 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $1,536 $560 $650 $2,746.70
80328 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $1,375 $1,382 $182 $2,939.50
81660 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $19,439 $19,439.20
89149 ELF ATOCHEM 3 PARKWAY PLAZA PA PHILADELPHIA $3,438 $1,139 $4,577.90
04633 ELF ATOCHEM P 0 BOX 1427 TX BEAUMONT $1,400 $1,400.00
00155 ELF ATOCHEM 2231 HADEN R0AD TX HOUSTON $5,094 $420 $163 $5,677.50
CUST. TOTAL ....... 217,737 82,616 24,991 35,603 360,949.57
81674 ELI LILLY & COMPANY INC P 0 BOX 818019 OH CLEVELAND $852 $852.50
CUST. TOTAL ....... 852 852.50
06583 ELIZABETHTOWN WATER CO P 0 BOX 102 NJ BOUND BROOK $26 $26.00
CUST. TOTAL ....... 26 26.00
05049 ELKEM METALS COMPANY P 0 BOX 266 PA PITTSBURGH $1,475 $1,475.00
CUST. TOTAL ....... 1,475 1,475.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 44
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
90041 ELLIOTT BROTHERS STEEL C STATE ROUTE 168 PA NEW CASTLE $2,302 $2,302.40
CUST. TOTAL ....... 2,302 2,302.40
89694 EMBALLAGE ST JEAN 3050 ST MICHEL PQ SAINT JEAN $64 $64.20
CUST. TOTAL ....... 64 64.20
89151 EMERY WORLDWIDE INDIANAPOLIS INTL AIRPOR IN INDIANAPOLIS $45 $45.00
CUST. TOTAL ....... 45 45.00
80551 EML ENTERPRISES 4243 NORTH RIVER ROAD LA PORT ALLEN $110 $82 $192.50
CUST. TOTAL ....... 110 82 192.50
05839 EMPAK INCORPORATED 2759 BATTLEGROUND ROAD TX DEER PARK $110 $330 $1,090 $1,530.00
88481 EMPAK INCORPORATED 2759 BATTLEGROUND ROAD TX DEER PARK $420 $420.00
CUST. TOTAL ....... 110 330 1,510 1,950.00
50301 EMPIRE MARBLE 195 RIVER STREET NJ PATERSON $82 $82.50
CUST. TOTAL ....... 82 82.50
62559 EMS AMERICAN GRILON AND CORPORATE WAY SC SUMTER $75 $75.00
CUST. TOTAL ....... 75 75.00
24773 ENGELHARD CORPORATION 3400 BANK STREET KY LOUISVILLE $27 $27.50
23421 ENGELHARD CORPORATION 120 PINE STREET OH ELYRIA $250 $250.00
CUST. TOTAL ....... 27 250 277.50
50674 ENSCO INC P O BOX 1957 AR EL DORADO $2,474 $2,474.00
CUST. TOTAL ....... 2,474 2,474.00
87383 ENSI 194 AVE L NJ NEWARK $130 $130.00
CUST. TOTAL ....... 130 130.00
73171 ENSING PRODUCTS 3528 E 76TH STREET OH CLEVELAND $385 $385.00
CUST. TOTAL ....... 385 385.00
84737 ENSOLITE INC 312 N HILL STREET IN MISHAWAKA $110 $110.00
CUST. TOTAL ....... 110 110.00
82429 ENTROPEX 1390 LOUGAR ON SARNIA $659 $659.66
CUST. TOTAL ....... 659 659.66
87498 ENVIRODYNE CORPORATION %K L S LOGISTICS SUITE 3 CA PLEASANTON $308 $9,840 $10,148.30
CUST. TOTAL ....... 308 9,840 10,148.30
76869 ENVIRODYNE SYSTEMS 2840 A HOWE ROAD CA MARTINEZ $192 $192.50
CUST. TOTAL ....... 192 192.50
88902 ENVIRONMENTAL PRODS & SE 5140 PAXTON ST PA HARRISBURG $4,680 $4,680.00
CUST. TOTAL ....... 4,680 4,680.00
84884 ENVIRONMENTAL PRODUCTS & P O BOX 676 NY BUFFALO $3,750 $3,750.00
CUST. TOTAL ....... 3,750 3,750.00
</TABLE>
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<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 45
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
89482 ENVIRONMENTAL WASTE CONT 27140 PRINCETON AVE MI INKSTER $48 $168 $216.00
CUST. TOTAL ....... 48 168 216.00
89525 ERGON REFINING INC P O BOX 309 MS VICKSBURG $2,162 $2,162.60
CUST. TOTAL ....... 2,162 2,162.60
75320 ERIE COKE CORPORATION BOX 6180 PA ERIE $137 $1,862 $2,000.00
CUST. TOTAL ....... 137 1,862 2,000.00
64693 ERVIN KAHLER IND 225 SOUTH MAPLE STREET IL MORTON $160 $160.00
CUST. TOTAL ....... 160 160.00
74828 ESSEX GROUP US 30 WEST & 600 EAST IN COLUMBIA CITY $137 $27 $165.00
CUST. TOTAL ....... 137 27 165.00
82238 ESSEX SPECIALTY COMPANY 1135 BROAD STREET NJ CLIFTON $9,211 $9.211.00
CUST. TOTAL ....... 9,211 9,211.00
06964 ESSO CHEMICAL CANADA P O BOX 3033 ON SARNIA $119 $119.50
54461 ESSO CHEMICAL CANADA 4711 YONGE STREET ON TORONTO $8,469 $2,027 $10,496.64
CUST. TOTAL ....... 8,588 2,027 10,616.14
63293 ESSO PETROLEUM CANADA CRISTINA ST/P O BOX 3022 ON SARNIA $2,805 $2,805.60
55563 ESSO PETROLEUM CANADA 55 ST CLAIR AVE WEST ON TORONTO $2,898 $5,869 $8,767.68
CUST. TOTAL ....... 2,805 2,898 5,869 11,573.28
15675 ESSROC MATERIALS INC P O BOX D MO FREDERICK $1,843 $1,843.79
56330 ESSROC MATERIALS INC P O BOX 32 PA NAZARETH $12,671 $1,747 $14,418.87
CUST. TOTAL ....... 12,671 3,591 16,262.66
87931 ETHICHEM CORP TECHNICAL OIL PRODUCT PA EASTON $82 $82.50
CUST. TOTAL ....... 82 82.50
06586 ETHYL CANADA INC 220 ST CLAIR PARKWAY ON CORUNNA $162 $5,347 $5,509.90
CUST. TOTAL ....... 162 5,347 5,509.90
17157 ETHYL CORPORATION P O BOX 1890 AR MAGNOLIA $4,632 $41 $232 $4,905.25
09091 ETHYL CORPORATION 451 FLORIDA BLVD LA BATON ROUGE $96 $40 $82 $218.75
88429 ETHYL CORPORATION 451 FLORIDA BLVD LA BATON ROUGE $27 $27.50
06291 ETHYL CORPORATION P O BOX 67 MO SAINT LOUIS $54,187 $12,623 $93- $658 $67,376.11
28470 ETHYL CORPORATION VENDOR 17169-139 BOX 102 SC ORANGEBURG $4.418 $930 $5,348.75
28480 ETHYL CORPORATION P O BOX 472 TX PASADENA $32,199 $4,248 $955 $499 $37,902.35
87530 ETHYL CORPORATION 330 SOUTH 4TH ST VA RICHMOND $13,187 $13,187.85
CUST. TOTAL ....... 108,749 17,883 861 1,472 128,966.56
29955 ETHYL PETROLEUM ADDITIVE ATT: KATRICE FAULKNER IL SAUGET $8,330 $5,911 $295 $14,536.75
26600 ETHYL PETROLEUM ADDITIVE 20 SOUTH 4TH STREET MO SAINT LOUIS $1,877 $1,877.66
67769 ETHYL PETROLEUM ADDITIVE 20 S 4TH STREET MO SAINT LOUIS $1,870 $1,870.00
88788 ETHYL PETROLEUM ADDITIVE P O BOX 67 MO SAINT LOUIS $10,464 $3,838 $14,302.84
CUST. TOTAL ....... 18,794 9,750 4,042 32,587.25
53449 EUCLID CHEMICAL COMPANY BLDG 25B-SUITE 4C NJ E BRUNSWICK $860 $860.14
CUST. TOTAL ....... 860 860.14
</TABLE>
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<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 46
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
79079 EURO GULF INC % CARE SHIPPING INC TX HOUSTON $2,770 $2,770.04
CUST. TOTAL ....... 2,770 2,770.04
75435 EVANS ADHESIVES CORP 925 OLD HENDERSON RD OH COLUMBUS $80 $80.00
CUST. TOTAL ....... 80 80.00
10074 EVANS CHEMETICS DIV OF HAMPSHIRE CHEMICA NY WATERLOO $27 $110 $137.50
28530 EVANS CHEMETICS DIV OF HAMPSHIRE CHEMICA NY WATERLOO $4,628 $4,628.59
CUST. TOTAL ....... 4,656 110 4,766.09
11171 EVANS COOPERAGE CO INC 1255 PETERS RD LA HARVEY $41- $41.25-
16945 EVANS COOPERAGE CO INC 10521 SHELDON ROAD TX HOUSTON $2,145 $2,145.00
CUST. TOTAL ....... 41- 2,145 2,103.75
04957 EVERETT V MOSER 2222-B OLD NATIONAL PIKE MO MIDDLETOWN $131- $131.84-
CUST. TOTAL ....... 131- 131.84-
75527 EVERGREEN OIL CO 6880 SMITH AVENUE CA NEWARK $693 $42 $735.00
CUST. TOTAL ....... 693 42 735.00
65613 EXCEL OF TENNESSEE INC 2200 HELTON DR TN LAWRENCEBURG $82 $82.50
CUST. TOTAL ....... 82 82.50
87102 EXCEL TSD INC 552 RIVERGATE ROAD TN MEMPHIS $7,867 $11,025 $396 $3,825 $23,113.32
CUST. TOTAL ....... 7,867 11,025 396 3,825 23,113.32
86669 EXPERT FREIGHT INC OF GA 2440 SANDY PLAINS RD GA MARIETTA $1,768 $1,768.22
CUST. TOTAL ....... 1,768 1,768.22
89661 EXPRESS CONTAINER SERVIC 809 CHATAGUA VA PORTSMOUTH $211 $211.50
CUST. TOTAL ....... 211 211.50
01309 EXXON CHEMICAL AMERICAS 4999 SCENIC HWY* LA BATON ROUGE $4,160 $345 $1,123 $322 $5,951.50
27990 EXXON CHEMICAL AMERICAS P O BOX 216 NJ LINDEN $9,174 $17,883 $27,058.00
27620 EXXON CHEMICAL AMERICAS P O BOX 4004* TX BAYTOWN $136 $948 $1,084.00
10101 EXXON CHEMICAL AMERICAS P O BOX 4259 TX HOUSTON $1,602 $137 $2,405 $4,146.26
27890 EXXON CHEMICAL AMERICAS P O BOX 4259 TX HOUSTON $1,593 $2,340 $334 $2,030- $2,237.30
75564 EXXON CHEMICAL AMERICAS P O BOX 4321 TX HOUSTON $534 $534.00
80405 EXXON CHEMICAL AMERICAS P O BOX 4259 TX HOUSTON $220 $220.00
57483 EXXON CHEMICAL AMERICAS 13330 HATCHERVILLE RD TX MONT BELVIEU $13,393 $13,393.86
CUST. TOTAL ....... 30,060 21,654 1,457 1,451 54,624.92
84361 EXXON CHEMICAL COMPANY P O BOX 23 NJ LINDEN $3,000 $3,000 $6,000.00
78839 EXXON CHEMICAL COMPANY C/O CASS LOGISTICS OH COLUMBUS $4,626 $1,598 $159- $6,064.68
31440 EXXON CHEMICAL COMPANY 8230 STEDMAN ST TX HOUSTON $2,186 $960 $908 $960 $4,615.15
CUST. TOTAL ....... 9,813 3,960 2,406 500 16,679.83
20176 EXXON CHEMICAL TRADING I P O BOX 264 NJ FLORHAM PARK $52 $52.00
CUST. TOTAL ....... 52 52.00
27810 EXXON COMPANY U S A P O BOX 551 LA BATON ROUGE $2,243 $1,494 $3,737.50
05676 EXXON COMPANY U S A 1 AVENUE J NJ BAYONNE $67 $2,094 $247 $165 $2,574.00
</TABLE>
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<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 47
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15731 EXXON COMPANY U S A 1445 GREENLEAF STREET SC CHARLESTON $22 $22.50
06450 EXXON COMPANY U S A P 0 BOX 1981 TX HOUSTON $2,847 $27 $2,875.00
55439 EXXON COMPANY U S A P 0 BOX 4687 TX HOUSTON $82 $357 $440.00
58602 EXXON COMPANY U S A P 0 BOX 4275 TX HOUSTON $8,090 $7,009 $15,099.75
62083 EXXON COMPANY U S A P 0 BOX 4646 TX HOUSTON $370 $370.80
72963 EXXON COMPANY U S A P 0 BOX 2169 TX HOUSTON $1,085 $1,085 $2,170,00
84967 EXXON COMPANY U S A P 0 LOX 4695 TX HOUSTON $358 $358.00
CUST. TOTAL...... 14,691 2,199 605 10,152 27,647.55
90198 EZE MANUFACTURING N W IN 1265 HENDRICKSON DRIVE WA KALAMA $532 $532.50
CUST. TOTAL...... 532 532.50
OVER-365-DAYS... 172,821 *** A TO E *** 8,442,382 2,074,779 503,105 754,576 11,774,844.03
56169 P E COOPER LUMBER PA HOPEWELL $944 $944.81
CUST. TOTAL...... 944 944.81
16882 F M C ACG CORPORATION P O BOX 782 IL AURORA $6,322 $5,073 $2,834 $14,230.36
23391 F M C ACG CORPORATION P 0 BOX 180 IL WYOMING $27 $27.50
30570 F M C ACG CORPORATION P 0 BOX 1616 MD BALTIMORE $84,479 $48,829 $891- $238 $132,655.25
75431 F M C ACG CORPORATION MD BALTIMORE $394- $394.28-
57800 F M C ACG CORPORATION 100 NIAGARA STREET NY MIDDLEPORT $56,068 $5,565 $60 $3,667 $65,360.97
84435 F M C ACG CORPORATION 1735 MARKET STREET PA PHILADELPHIA $12,494 $3,649 $192- $15,951.40
03207 F M C ACG CORPORATION P 0 BOX 579 WV INSTITUTE $992 $8,629 $9,621.50
CUST. TOTAL...... 160,384 71,746 2,003 3,318 237,452.70
23007 F M C CORPORATION 8787 ENTERPRISE DRIVE CA NEWARK $6,408 $426 $6,834.80
79274 F M C CORPORATION P O BOX 4111 ID POCATELLO $1,584 $352 $1,936.00
05210 F M C CORPORATION 440 N 9TH STREET KS LAWRENCE $1,668 $1,668.00
30550 F M C CORPORATION 500 ROOSEVELT AVENUE NJ CARTERET $55 $30 $85.00
30450 F M C CORPORATION RIVER RD & SAWYER AVE NY TONAWANDA $275 $192 $265 $732.50
05619 F M C CORPORATION P.O. BOX 8793 PA PHILADELPHIA $1,425 $2,245 $370 $20 $4,060.00
79950 F M C CORPORATION 1735 MARKET STREET PA PHILADELPHIA $1,360- $1,360.00-
80136 F M C CORPORATION P 0 BOX 8793 PA PHILADELPHIA $95 $887 $1,384 $69 $2,436.00
82984 F M C CORPORATION P O B0X 8793 PA PHILADELPHIA $25,109 $11,504 $3,439 $4,520 $44,573.44
58950 F M C CORPORATION PROCESS ADDITIVES DIV WV NITRO $302 $302.50
30540 F M C CORPORATION 3200 MAC CORKLE AVENUE WV S. CHARLESTON $3,450 $3,450 $6,450 $13,350.00
74661 F M C CORPORATION RR STATION WESTVACO WY WY GREEN RIVER $130- $130.50-
CUST TOTAL...... 31,938 25,396 10,283 6,869 74,487.74
08846 F M C CORPORATION / LITH 449 NORTH COX RD NC GASTONIA $18,942 $2,584 $470 $21,996.48
08578 F M C CORPORATION / LITH 12000 BAY AREA BLVD TX PASADENA $136 $136 $357 $629.50
CUST. TOTAL..... 19,078 2,584 606 357 22,625.98
56935 FAESY & BESTHOFF INC 143 RIVER ROAD NJ EDGEWATER $1,745 $537 $2,282.00
CUST. TOTAL.... 1,745 537 2,282.00
01533 FAR RESEARCH INC 2210 WIHELMINA COURT FL PALM BAY $192 $192.50
CUST. TOTAL...... 192 192.50
03501 FARLEY CHEMICAL & SOLVEN P 0 BOX 1668 OH AKRON $45 $45.00
CUST. TOTAL...... 45 45.00
</TABLE>
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JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 48
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
08142 FARMLAND INDUSTRIES P 0 BOX 7305 MO KANSAS CITY $1,326 $1,326.60
52043 FARMLAND INDUSTRIES 6300 SO WASHINGTON STREE TX AMARILLO $305 $305.00
CUST. TOTAL...... 1,631 1,631.60
81409 FAVESA 15 LEIGH FISHER TX EL PASO $220 $220.00
CUST. TOTAL...... 220 220.00
01429 FEDERAL PAPERBOARD CO GA HWY 56 SOUTH PLT 510 GA AUGUSTA $80 $80.00
CUST. TOTAL...... 80 80.00
77354 FERRANTI PACKARD INC P 0 BOX 640 . NY GETZVILLE $192 $192.50
89109 FERRANTI PACKARD INC C/O FRANKLIN TRAFFIC SER NY RANSOMVILLE $4,486 $4,486.42
CUST. TOTAL...... 4,486 192 4,678.92
32035 FERRO CORPORATION 7050 KRICK ROAD OH BEDFORD $15,772 $27 $3,399 $320 $19,519.70
CUST. TOTAL...... 15,772 27 3,399 320 19,519.70
89537 FERTIZONA INC 17102 W OLIVE AVE AZ WADDELL $315 $315.00
CUST. TOTAL...... 315 315.00
52886 FIBER-LITE CORP P 0 BOX 8 OH TOLEDO $512 $512.00
CUST. TOTAL...... 512 512.00
05595 FIEDALE CORP P 0 BOX 558 GA BALDWIN $450 $450.00
CUST. TOTAL...... 450 450.00
06430 FIELDALE CORPORATION GA CORNELIA $350 $350.00
CUST. TOTAL...... 350 350.00
79639 FIELDCREST CANNON INC P 0 BOX 1200 NC EDEN $472 $472.00
CUST. TOTAL...... 472 472.00
90034 FIL-PAK CO 47OO HEWES AVE MS GULFPORT $2,992 $2,992.00
CUST. TOTAL...... 2,992 2,992.00
09009 FINA OIL & CHEMICAL CO P 0 BOX 17651 MO SAINT LOUIS $22,632 $5,836 $6,276 $3,032 $37,778.34
12827 FINA OIL & CHEMICAL CO P 0 BOX 2159 TX DALLAS $3,162 $360 $460 $75 $4,057.00
08339 FINA OIL & CHEMICAL CO BATTLEGROUND RD TX LA PORTE $688- $688.50-
87833 FINA OIL & CHEMICAL CO 12212 PORT ROAD TX PASADENA $1,968 $1,968.75
CUST. TOTAL...... 27,762 6,196 6,736 2,419 43,115.59
29430 FINCH PRUYN CO INC 1 GLEN STREET NY GLENS FALLS $55 $55.00
CUST. TOTAL...... 55 55.00
00251 FINDETT CORPORATION 8 GOVENOR DRIVE MO SAINT CHARLES $1,540 $1,540.00
CUST. TOTAL...... 1,540 1,540,00
53835 FINDLEY ADHESIVES INC 11320 W WATERTOWN PLANK WI WAUWATOSA $3,678 $3,678.00
CUST. TOTAL...... 3,678 3,678.00
75583 FIRESTONE BLDG PRODUCTS 2100 CENTURY CIRCLE TX IRVING $215 $215.00
54265 FIRESTONE BLDG PRODUCTS 1125 PAGE BLVD MA SPRINGFIELD $357 $357.50
CUST. TOTAL...... 572 572.50
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 49
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
06112 FIRESTONE TIRE & RUBBER HIGHWAY US 301 NORTH NC WILSON $110 $110.00
CUST. TOTAL...... 110 110.00
82301 FIRMENICH INC 928-964 DOREMUS AVE NJ NEWARK $82 $82.50
78347 FIRMENICH INC P O BOX 3415 NJ PRINCETON $1,746 $1,746.30
CUST. TOTAL...... 1,828 1,828.80
89868 FIRST BRANDS VA AMHERST $10,651 $10,651.53
CUST. TOTAL...... 10,651 10,651.53
13671 FIRST BRANDS CORPORATION P O BOX 1911 CT DANBURY $5,482 $3,608 $9,091.03
76800 FIRST BRANDS CORPORATION UNIVERSAL ROAD OFF MANTU NJ PAULSBORO $1,080 $55 $1,135.00
CUST. TOTAL...... 6,562 55 3,608 10,226.03
83167 FIRST BRANDS INDUSTRIES 101 JOHN STREET ON ORANGEVILLE $2,379 $2,379.60
CUST. TOTAL...... 2,379 2,379.60
12230 FIRST CHEMICAL CORP P O BOX 1427 MS PASCAGOULA $5,471 $5,471.98
CUST. TOTAL...... 5,471 5,471.98
12086 FISH CHEMICAL & EQUIPMEN 18 INDUSTRIAL ROAD MA WALPOLE $165 $55 $55 $275.00
CUST. TOTAL...... 165 55 55 275.00
09275 FISHER GUIDE DIV OF GM 1000 TOWN LINE ROAD NY SYRACUSE $146- $146.00-
CU5T. TOTAL...... 146- 146.00-
2983O FISHER SCIENTIFIC 1 REAGENT LANE NJ FAIR LAWN $696 $696.00
CUST. TOTAL...... 696 696.00
71966 FIVE STAR FINISHING INC LOWY DRIVE GA CHATSWORTH $415 $415.00
CULT. TOTAL...... 415 415.00
77923 FLEISCHMANNS YEAST 2743 RIVERPORT RD TN MEMPHIS $201 $201.60
CUST. TOTAL...... 201 201.60
28070 FLETCHER OIL & REFINING 24721 SOUTH MAIN STREET CA CARSON $1,044 $1,044.80
88456 FLETCHER OIL & REFINING P 0 BOX 548 CA WILMINGT0N $862 $862.00
CUST. TOTAL...... 1,906 1,906.80
00805 FLEX PRODUCTS STATE ROUTE 93 OH BALTIC $82 $82.50
CUST. TOTAL...... 82 82.50
77095 FLEXCON COMPANY INC SOUTH SPENCER RD MA SPENCER $137 $137 $275.00
CUST. TOTAL...... 137 137 275.00
71879 FLEXEL INC 115 PERIMETER CENTER PLA GA ATLANTA $1,087 $137 $1,225.30
CUST. TOTAL...... 1,087 137 1,225.30
65351 FLEXI FLO TERMINAL 125 COUNTRY RD NJ JERSEY CITY $100 $100.00
CUST. TOTAL...... 100 100.00
14380 FLEXI FL0-CON RAIL P O BOX 56O NY BUFFALO $451 $451.00
CUST. TOTAL...... 451 451.00
</TABLE>
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JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 50
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
29870 FLEXIBLE PRODUCTS CO INC 1007 INDUSTRIAL PK DR GA MARIETTA $2,706 $2,706.15
CUST. TOTAL...... 2,706 2,706.15
84513 FLINT INK CORPORATION 14930 MARQUARDT STREET CA SANTA FE SPRIN $874- $874.40-
CUST. TOTAL...... 874- 874.40-
88437 FLOUR A LIFE 501 RECOLD ROAD SC WALTERBORO $39 $39.00
CUST. TOTAL...... 39 39.00
61231 FLUID PACKAGING CO 800 AIRPORT RD NJ LAKEWOOD $220 $137 $522 $962 $1,842.50
CUST. TOTAL...... 220 137 522 962 1,842.50
08908 FOAM ENTERPRISES INC 13830 WATERTOWER CIRCLE MN MINNEAPOLLS $60 $40 $100.00
CUST. TOTAL...... 60 40 100.00
75173 FOAMEX CORPORATION 1705 A INDUSTRIAL BLVD GA CONYERS $275 $275.00
76988 FOAMEX CORPORATION 3210 CURTIS BOULEVARD TX MESQUITE $110 $110- $.00
CUST. TOTAL...... 110 165 275.00
79364 FOAMEX PRODUCTS INC 3005 COMMERCIAL RD IN FORT WAYNE $27 $27.50
7263O FOAMEX PRODUCTS INC LEE INDUSTRIAL PK SOUTH MS VERONA $330 $330.00
01028 FOAMEX PRODUCTS INC 466 SHADY AVENUE PA CORRY $27 $27.50
CUST. TOTAL...... 27 27 330 385.00
72892 FOAMSEAL INCORPORATED 195 DEMILLE MI LAPEER $1,578 $110 11,688.55
CUST. TOTAL...... 1,578 110 1,688.55
78438 FOAMTEK INC 1151 ATLANTIC DRIVE IL W CHICAGO $45 $45.00
CUST. TOTAL...... 45 45,00
55717 FOGEL FUEL SERVICE P O BOX 407 PA NAZARETH $352 $352.82
CUST. TOTAL...... 352 352.82
68512 FOOTE MINERAL COMPANY P O BOX 420 TN NEW JOHNSONVIL $260 $260.00
CUST. TOTAL...... 260 260.00
71854 FORD MOTOR COMPANY P O BOX 194567 CA SAN FRANCISCO $4,668 $3,045 $1,370 $9,065.00
02776 FORD MOTOR COMPANY 340 HENRY FORD II AVENUE GA HAPEVILLE $82 $82.50
60637 FORD MOTOR COMPANY P O BOX 195000 MI BURTON $135 $175 $1,757 $2,067.50
68564 FORD MOTOR COMPANY P O BOX 1557 MI DEARBORN $376 $376.04
79241 FORD MOTOR COMPANY P O BOX 6056 MI DEARBORN $2,207 $2,207.50
84827 FORD MOTOR COMPANY 290 TOWN CENTER DRIVE MI DEARBORN $467 $247 $715.00
75630 FORD MOTOR COMPANY 701 E 32 MILE RD MI ROMEO $220 $220.00
32625 FORD MOTOR COMPANY 500500 MOUND ROAD MI UTICA $82 $82.50
78175 FORD MOTOR COMPANY 37625 MICHIGAN AVE MI WAYNE $677 $740 $1,417.58
13152 FORD MOTOR COMPANY 6250 NORTH LINDBERG MO HAZELWOOD $433 $433.50
51990 FORD MOTOR COMPANY 650 MILLER ROAD OH AVON LAKE $1,340 $48 $1,388.00
10329 FORD MOTOR COMPANY P O BOX 9860 OH BROOK PARK $612 $233 $845.84
67943 FORD MOTOR COMPANY P O BOX 42039 OH BROOK PARK $16,049 $1,330 $643 $18,022.92
30640 FORD MOTOR COMPANY 2424 SPRINGFIELD AVE VA NORFOLK $45 $45.00
CUST. TOTAL...... 24,491 5,363 1,545 5,588 36,988.88
</TABLE>
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<TABLE>
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JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 51
S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
57983 FORMOSA PLASTICS CORP P 0 BOX 271 LA BATON ROUGE $55 $55.00
79372 FORMOSA PLASTICS CORP 9 PEACHTREE HILL RD NJ LIVINGSTON $270 $270 $3,174 $3,714.90
CUST. TOTAL...... 325 270 3,174 3,769.90
65235 FORT HOWARD PAPER COMPAN BAKER HILL ROAD GA RINCON $137 $137.50
CUST. TOTAL...... 137 137.50
23699 FORT ORANGE PAPER CO INC 1900 RIVER ROAD NY CASTLETON ON H $123 $123.75
CUST. TOTAL...... 123 123.75
83344 FORTIFIBER CORP 55 STARKEY AVE MA ATTLEBORO $45 $45.00
CUST. TOTAL...... 45 45.00
04476 FOX RIVER PAPER MILLS IN WEST CHURCH STREET OH URBANA $834 $834.20
CUST. TOTAL...... 834 834.20
39580 FRANCIS BARNES ROUTE 1 BOX 16 NY DOWNSVILLE $886 $886.96
CUST. TOTAL...... 886 886.96
04806 FRANKLIN INTERNATIONAL 2020 BRUCK STREET OH COLUMBUS $6,582 $4,014 $10,596.10
CUST. TOTAL...... 6,582 4,014 10,596.10
03963 FRANKLIN OIL COMPANY 40 S PARK STREET OH BEDFORD $137 $137.50
CUST. TOTAL...... 137 137.50
11493 FRANKLIN PLASTICS 113 PASSAIC AVENUE NJ KEARNY $216 $216.50
CUST. TOTAL...... 216 216.50
O2241 FRASER PAPER CO LTD 25 BRIDGE STREET ME MADAWASKA $135 $5,864 $2,008 $8,007.78
CUST. TOTAL...... 135 5,864 2,008 8,007.78
86341 FREEDOM TEXTILE CHEM GRO 8309 WILKINSON BLVD NC CHARLOTTE $220 $220.00
CUST. TOTAL...... 220 220.00
85954 FRESH PAK P O BOX 256 MI STEVENSVILLE $878 $878.72
CUST. TOTAL ...... 878 878.72
90069 FRITO LAY 2800 SILVER STAR RD FL ORLANDO $82 $82.50
CUST. TOTAL...... 82 82.50
85240 FRITZ COMPANIES INC 500 MARKLEY ST NJ PORT READING $322 $322.00
CUST. TOTAL ..... 322 322.00
86873 FUEL TANK MAINTENANCE 4 N FERGUSON TN COOKEVILLE $1,052 $1,052.00
CUST. TOTAL ..... 1,052 1,052.00
77759 FUJI PHOT0 FILM INC 211 PUCKETT'S FERRY RD SC GREENWOOD $165 $165.00
CUST. TOTAL...... 165 165.00
81021 FULCO CHEMICAL SPECIALTY KRAMER CHEMICALS INC NY JOHNSTOWN $1,792 $68 $72 $1,932.00
CUST. TOTAL...... 1,792 68 72 1,932.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #52
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL.DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
65009 FULLER SALES 1901 KIMBERLY PARK DRIVE GA DALTON $3,120 $3,804 $7,943 $4,977 $19,845.89
CUST. TOTAL ..... $3,120 $3,804 $7,943 $4,977 19,845.89
90220 FUTURE FOAM INC 400 N TENTH ST IA COUNCIL BLUFFS $41 $41.25
CUST. TOTAL ..... 41 41.25
90037 G A F CORPORATION 2400 EMOGENE ST AL MOBILE $260 $260.00
60429 G A F CORPORATION P O BOX 37 KY CALVERT CITY $110 $110.00
CUST. TOTAL ..... 260 110 370.00
87076 G F I P O BOX 777 MA SUDBURY $502 $502.00
CUST. TOTAL ..... 502 502.00
56706 G J CHEMICAL COMPANY 128 DOREMUS AVENUE NJ NEWARK $55 $55.00
CUST. TOTAL ..... 55 55.00
01225 G K TECHNOLGIES 6285 GARFIELD AVENUE MI CASS CITY $165 $165.00
CUST. TOTAL ..... 165 165.00
28240 G R FOAM PRODUCTS CORP 2060 NORTH BATAVIA STREE CA ORANGE $110 $110.00
CUST. TOTAL ..... 110 110.00
88922 G S ROBINS C/O PETROLEUM FUELS IL GRANITE CITY $392 $392.80
CUST. TOTAL ..... 392 392.80
76922 G S ROBINS & COMPANY C/O PETROLEUM FUELS IL GRANITE CITY $267 $267.50
04170 G S ROBINS & COMPANY 126 CHOUTEAU AVENUE MO SAINT LOUIS $571 $50 $3,202 $440 $4,263.70
CUST. TOTAL ..... 571 50 3,469 440 4,531.20
61056 G T S TRANS 4749 BENNETT DRIVE CA LIVERMORE $712 $712.50
CUST. TOTAL ..... 712 712.50
50606 G W SMITH & SONS 1700 SPALDING ROAD OH DAYTON $1,685 $120 $1,805.12
CUST. TOTAL ..... 1,685 120 1,805.12
83375 GABRIEL CHEMICALS INC P O BOX 691769 TX HOUSTON $23,801 $68 $55 $395 $24,320.73
CUST. TOTAL ..... 23,801 68 55 395 24,320.73
01137 GAGE PRODUCTS COMPANY 625 WANDA STREET MI FERNDALE $36 $36.00
CUST. TOTAL ..... 36 36.00
27801 GALLADE CHEMCIAL COMPANY 1230 EAST ST GERTRUDE PL CA SANTA ANA $238 $238.00
CUST. TOTAL ..... 238 238.00
11444 GANTRADE CORPORATION 210 SUMIT AVENUE NJ MONTVALE $330 $330.00
81114 GANTRADE CORPORATION 2700 POST OAK BLVD TX HOUSTON $13,867 $12,460 $26,328.10
CUST. TOTAL ..... 13,867 12,460 330 26,658.10
68520 GARDNER ASPHALT 1100 NANTICOKE AVE DE SEAFORD $1,682 $1,682.79
CUST. TOTAL ..... 1,682 1,682.79
20809 GARRETT OIL COMPANY 1 GREENWAY PLAZA TX HOUSTON $892 $892.34
CUST. TOTAL ..... 892 892.34
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #53
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL.DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
04931 GARRISON FUEL COMPANY 926 ROSLYN DRIVE PA BERWICK $183 $183.00
CUST. TOTAL ..... 183 183.00
10274 GARY CORP GETTO DRIVE MA LEOMINSTER $27 $27.50
CUST. TOTAL ..... 27 27.50
88163 GATEWAY ADDITIVES 5023 SOUTH MAIN STREET SC COWPENS $1,485 $1,485.00
CUST. TOTAL ..... 1,485 1,485.00
74770 GAYLORD CHEMICAL CORP P O BOX 1209 LA SLIDELL $2,559 $2,559.94
CUST. TOTAL ..... 2,559 2,559.94
58659 GAYLORD CONTAINER CORPOR P O BOX 1060 LA BOGALUSA $27 $27.50
CUST. TOTAL ..... 27 27.50
05457 GAYLORD CONTAINERS LIMIT P O BOX 10 CA ANTIOCH $27 $27.50
CUST. TOTAL ..... 27 27.50
83654 GE CANADA C/O KNOWLTON PACKAGING PO KNOWLTON $110- $100.00-
CUST. TOTAL ..... $110- 100.00-
74842 GEBHARDT-VOGEL TANNNING C 2615 W GREVES STREET WI MILWAUKEE $695 $695.00
CUST. TOTAL ..... 695 695.00
50616 GEHRING MONTGOMERY INC 1425 ADAMS ROAD PA BENSALEM $702 $78 $781.28
CUST. TOTAL ..... 702 78 781.28
33820 GENCORP POLYMER PRODUCTS 165 SOUTH CLEVELAND AVE OH MOGADORE $1,609 $1,187- $51 $473.37
CUST. TOTAL ..... 1,609 1,187- 51 473.37
82545 GENECOR 1000 41ST STREET AVENUE IA CEDAR RAPIDS $6,791 $6,791.75
CUST. TOTAL ..... 6,791 6,791.75
55677 GENERAL CHEMCIAL CORP NICHOLS ROAD CA PITTSBURG $1,336 $836 $2,172.00
32710 GENERAL CHEMCIAL CORP 6300 PHILADELPHIA PIKE DE CLAYMONT $2,352 $2,592 $1,242 $6,709 $12,895.75
57006 GENERAL CHEMCIAL CORP 90 E HALSEY ROAD NJ PARISPPANY $471 $110 $3,677 $4,258.76
53253 GENERAL CHEMCIAL CORP P O BOX 2281 NJ RAHWAY $181,753 $2,246 $2,482 $5,912 $192,394.99
53948 GENERAL CHEMCIAL CORP P O BOX 16 NY SOLVAY $27 $27 $82 $137.50
16471 GENERAL CHEMCIAL CORP P O BOX 2000 DN AMHERSTBURG $1,059 $1,059.72
61414 GENERAL CHEMCIAL CORP PLANT STREET VA HOPEWELL $55 $55 $55 $165.00
CUST. TOTAL ..... 185,995 5,867 3,724 17,496 213,083.72
24573 GENERAL DYNAMICS CORP P O BOX 949 CT GROTON $1,373 $1,373.50
CUST. TOTAL ..... 1,373 1,373.50
82498 GENERAL ELECTRIC CANADA 1063 COPPERSTONE DRIVE ON PICKERING $4,232 $975 $810 $6,017.50
CUST. TOTAL ..... 4,232 975 810 6,017.50
69700 GENERAL ELECTRIC COMPANY P O BOX 061020 FL FORT MYERS $398,460 $20,107 $2,905 $14,666 $436,139.18
33200 GENERAL ELECTRIC COMPANY APPLIANCE PARK/AP5 - 137 KY LOUISVILLE $40,948 $29,971 $3,697 $74,616.48
33220 GENERAL ELECTRIC COMPANY P O BOX 2369 MA PITTSFIELD $770 $110 $27 $907.50
81274 GENERAL ELECTRIC COMPANY P O BOX 2359 MA PITTSFIELD $25,384 $5,458 $4,129 $3,935 $38,908.42
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #54
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL.DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
81275 GENERAL ELECTRIC COMPANY P O BOX 3209 MA PITTSFILED $2,845- $2,845.00-
81276 GENERAL ELECTRIC COMPANY P O BOX 2719 MA PITTSFILED $110,695 $9,936 $3,990 $21,541- $103,080.50
18099 GENERAL ELECTRIC COMPANY P O BOX 2188 NC HICKORY $3,608 $3,608.02
61800 GENERAL ELECTRIC COMPANY SILICONE PROD DEPT BLD 8 NY WATERFORD $90,893 $872 $220 $420 $92,405.75
88641 GENERAL ELECTRIC COMPANY 260 HUDSON RIVER RD BLDG NY WATERFORD $7,630 $7,630.00
32650 GENERAL ELECTRIC COMPANY 6325 HUNTLEY RD OH WORTHINTON $37 $25 $62.50
56044 GENERAL ELECTRIC COMPANY 5A FOUNDERS TX EL PASO $220- $220.00-
87970 GENERAL ELECTRIC COMPANY 1000 DUPONT RD WV MORGANTOWN $27,798 $13,924 $556 $42,279.48
10310 GENERAL ELECTRIC COMPANY INTERNATIONAL CENTER WV PAKERSBURG $2,185 $2,185.00
88395 GENERAL ELECTRIC COMPANY P O BOX 68 WV WASHINGTON $55 $55.00
CUST. TOTAL ..... $5556- 708,428 80,417 15,523 798,812.83
63080 GENERAL ELECTRIC PLASTIC 1 PLASTIC DRIVE AL BURKVILLE $2,262 $198 $1,763 $4,223.52
80171 GENERAL ELECTRIC PLASTIC P O BOX 061000 FL FORT MYERS $10,483 $540 $3,950 $14,973.97
10330 GENERAL ELECTRIC PLASTIC CANAL ROAD IL OTTAWA $27 $27 $180 $235.00
89819 GENERAL ELECTRIC PLASTIC 1 LEXAN LANE IN MOUNT VERNON $35,616 $24,770 $60,386.50
33320 GENERAL ELECTRIC PLASTIC ONE NORYL AVENUE NY SELKIRK $1,627 $1,807 $27 $55 $3,517.00
61610 GENERAL ELECTRIC PLASTIC P O BOX 68 WV WASHINGTON $7,109 $5,579 $1278- $552 $11,962.52
CUST. TOTAL ..... 711- 57,126 32,382 6,500 95,298.51
81072 GENERAL ELECTIRC SILICON P O BOX 61000 FL FORT MYERS $172,085 $3,554 $2,576 $178,215.50
88480 GENERAL ELECTIRC SILICON P O BOX 61000 FL FORT MYERS $10,946 $10,946.00
CUST. TOTAL ..... 172,085 10,946 3,554 2,576 189,161.50
80606 GENERAL & FABRIC P O BOX 658 GA SOPERTON $1,829 $1,829.07
CUST. TOTAL ..... 1,829 1,829.07
14240 GENERAL FOAM CORPORATION 13 MANOR ROAD NJ E RUTHERFORD $55 $55.00
03211 GENERAL FOAM CORPORATION VALMONT INDUSTRIAL PARK PA HAZLETON $82 $110 $123 $316.25
CUST. TOTAL ..... 137 110 123 371.25
72532 GENERAL FORWARDING 5801 E 14TH ST TX BROWNSVILLE $3,400 $3,400.00
CUST. TOTAL ..... 3,400 3,400.00
10945 GENERAL LATEX & CHEMCIAL 11266 JERSEY BLVD CA CUCAMONGA $2,690 $2,690.00
33500 GENERAL LATEX & CHEMCIAL P O BOX 498 OH ASHLAND $270 $270.00
CUST. TOTAL ..... 2,960 2,960.00
89088 GENERAL LATEX AND CHEMIC COLEMAN N E KS WICITA $27 $27.50
CUST. TOTAL ..... 27 27.50
88028 GENERAL MOTORS INLAND DIVISION/ TRAFFIC OH DALTON $1,000 $1,000 $1,000 $3,000.00
CUST. TOTAL ..... 1,000 1,000 1,000 3,000.00
28039 GENERAL MOTORS CORP CENTRAL FLOUNDRY DIVISIO IL TILTON $4,916 $2,261 $7,117.25
67186 GENERAL MOTORS CORP CENTRAL FLOUNDRY DIV IN BEDFORD $652 $1,354 $702 $2,708.00
06342 GENERAL MOTORS CORP 1450 EAST BEECHER ROAD MI ADRIAN $247 $247.00
72449 GENERAL MOTORS CORP P O BOX 195055 MI BURTON $2,337 $4,923 $779 $8,039.00
79271 GENERAL MOTORS CORP DELCO ELECTRONICS - PLANT MI BURTON $82- $82.50-
02931 GENERAL MOTORS CORP G2238 WEST BRITOL ROAD MI FLINT $23- $23.00-
03229 GENERAL MOTORS CORP 16 JUDSON STREET 1605-0 MI PONTIAC $578- $578.80-
85751 GENERAL MOTORS CORP P O BOX 436040 MI PONTIAC $125 $275 $150 $550.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPM05 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #55
S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
05053 GENERAL MOTORS CORP PO BOX 5073 MI SAGINAW $65- $65.00-
09505 GENERAL MOTORS CORP 1629 N WASHINGTON AVE MI SAGINAW $550 $55 $302 $907.50
76888 GENERAL MOTORS CORP PO BOX 5073 C/O TV5 BLD MI SAGINAW $952 $952.50
86710 GENERAL MOTORS CORP PO BOX 5156 MI SOUTHFIELD $1,203 $2,407 $3,256 $6,867.00
89363 GENERAL MOTORS CORP NORTH AMERICAN OPERATION MI WARREN $12,447 $2,260 $14,707.50
08582 GENERAL MOTORS CORP PO BOX 972 NY BUFFALO $255 $255 $510.00
37530 GENERAL MOTORS CORP 200 UPPER MOUNTAIN RD NY LOCKPORT $50 $50.00
41130 GENERAL MOTORS CORP PO BOX 1042 OH DAYTON $4,925 $328 $5,253.50
57252 GENERAL MOTORS CORP STATE ROUTE 281 E OH DEFIANCE $250 $250.00
07573 GENERAL MOTORS CORP 2601 WEST STROOP ROAD OH MORAINE $27 $27.50
76648 GENERAL MOTORS CORP 1908 COLONEL SAM DRIVE ON OSHAWA $467 $275 $632 $3,533 $4,908.75
CUST. TOTAL.... $17,412 $21,990 $4,002 $9,001 52,406.70
58065 GENERAL MOTORS CORP/FISH 2915 PENDLETON AVE IN ANDERSON $398 $398.75
CUST. TOTAL.... 398 398.47
22944 GENERAL SPICE 238 NICOLAS AVENUE NJ S PLAINFIELD $1,145 $1,114 $2,260.47
CUST. TOTAL.... 1,145 1,114 2,260.47
64492 GENERAL TIRE PO BOX 190 GA BARNESVILLE $75 $75.00
CUST. TOTAL.... 75 75.00
08233 GENERAL TIRE & RUBBER CO PO BOX 7001 NC CHARLOTTE $382 $147 $529.50
37430 GENERAL TIRE & RUBBER CO PO BOX 2032 TX ODESSA $55 $55.00-
CUST. TOTAL.... 382 147 55 474.50
87869 GENESCO INC WHITEHALL LEATHER CO MI WHITEHALL $137 $137.50
CUST. TOTAL.... 137 137.50
28588 GENLABS 5568 SCHAEFER CA CHINO $161 $161.00
CUST. TOTAL.... 161 161.00
70914 GENOVESE INDUSTRIES 70 DAVENPORT STREET CT STAMFORD $200 $200.00
CUST. TOTAL.... 200 200.00
80448 GEOBASE FOUNDATION SYSTE BOX 3330 MD CROFTON $260 $260.00
CUST. TOTAL.... 260 260.00
34020 GEORGE A GOULSTON CO 700 N JOHNSON ST NC MONROE $10,527 $172 $320 $426 $11,446.20
CUST. TOTAL.... 10,527 172 320 426 11,446.20
25323 GEORGE S COYNE 3015 STATE ROAD PA CROYDON $1,127 $1,127.50
CUST. TOTAL.... 1,127 1,127.50
33950 GEORGIA GULF CORP PO BOX 629 LA PLAQUEMINE $39 $110 $149.00
28624 GEORGIA GULF CORP PO BOX 1959 TX PASADENA $280 $280.00
CUST. TOTAL.... 319 110 $429.00
80192 GEORGIA PACIFIC CORP PO BOX 496 AR ASHDOWN $137 $137.50
06032 GEORGIA PACIFIC CORP 2163 NORTH STATE STREET CA UKIAH $6,708 $6,708.95
14619 GEORGIA PACIFIC CORP STATE RT 216 FL PALATKA $55 $55 $110.00
07064 GEORGIA PACIFIC CORP PO BOX 4188 GA PORT WENTWORTH $392 $392.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPM05 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #56
S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
53728 GEORGIA PACIFIC CORP 2425 KINGS HWY MI KALAMAZOO $957 $945 $1,902.00
27396 GEORGIA PACIFIC CORP PO BOX 608 MS MONTICELLO $27 $27.50
82346 GEORGIA PACIFIC CORP HWY 29 N MS NEW AUGUSTA $92 $82.50
34140 GEORGIA PACIFIC CORP BOX 368/CHEMICAL DIV NC CONWAY $120 $60 $180.00
89466 GEORGIA PACIFIC CORP PLYWOOD PLANT NC DUDLEY $50 $50.00
82960 GEORGIA PACIFIC CORP 415 BROADWAY NY BUCHANAN $22 $46 $84 $152.00
07509 GEORGIA PACIFIC CORP C/O CHEMICAL LEAMAN TANK OH COLUMBUS $10,752 $600- $4- $10,148.50
34220 GEORGIA PACIFIC CORP CHEMICAL DIV/PO BOX 147 SC RUSSELVILLE $7,437 $700 $8,137.75
89866 GEORGIA PACIFIC CORP OLD DIKE ROAD SC RUSSELVILLE $535 $535.96
81052 GEORGIA PACIFIC CORP WISCONSIN OPERATIONS WI NEKOOSA $3,256 $3,256.40
CUST. TOTAL... 30,462 518- 96 1,780 31,821.06
87898 GEORGIA POWER PO BOX 4545 GA ATLANTA $577 $577.00
CUST. TOTAL... 577 577.00
90172 GEORGIA POWER CO PLANT WANSLEY GA ROOPVILLE $685 685.50
CUST. TOTAL... 685 685.00
34090 GEORGIA POWER COMPANY PO BOX 121 GA COOSA $500 $500.00
34100 GEORGIA POWER COMPANY PO BOX 990 GA MILLEDGEVILLE $1,291 $1,291.36
34110 GEORGIA POWER COMPANY PO BOX 71 GA TAYLORSVILLE $2,614 $1,028 $3,642.17
CUST. TOTAL... 3,905 1,528 5,433.53
90137 GERAGHTY & MILLER 841 2ND STREET SE DC WASHINGTON $2,356 $2,356.72
CUST. TOTAL... 2,356 2,356.72
54968 GIANT REFINING COMPANY RT 3 NM GALLUP $228 $228.00
CUST. TOTAL... 228 228.00
87906 GIBBS DYE CASTING 369 COMMUNITY DRIVE KY HENDERSON $27 $27.50
CUST. TOTAL... 27 27.50
10585 GIBRALTAR CHEMICAL RESOU PO BOX 248 TX WINONA $2,916 $4,290 $600 $4,555 $12,361.25
CUST. TOTAL... 2,916 4,290 600 4,555 12,361.25
16420 GIBSON & HOMANS 1755 ENTERPRISE PARKWAY OH TWINSBURG $550 $550.00
CUST. TOTAL... 550 550.00
84734 GILARDI ENVIRONMENTAL 1035 REEVES STREET PA DUNMORE $4,420 $4,420.00
CUST. TOTAL... 4,420 4,420.00
34130 GILLETTE COMPANY 30 BURTT ROAD MA ANDOVER $55 $27 $275 $357.50
CUST. TOTAL... 55 27 275 357.50
34260 GIVAUDAN CORPORATION 100 DELAWANNA AVE NJ CLIFTON $52 $26 $78.52
CUST. TOTAL... 52 26 28.52
56962 GLASTIC CORPORATION 4321 GLENRIDGE RD OH CLEVELAND $1,081 $4,650 $5,732.60
04968 GLASTIC CORPORATION 400 EAST ERIE STREET OH JEFFERSON $780 $780 $161 $1,721.00
CUST. TOTAL... 1,861 5,430 161 7,453.60
87297 GLAXO PO BOX 13358 NC RES TRIANGLE P $1,410 $1,410.40
CUST. TOTAL... 1,410 1,410.40
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPM05 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #57
S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
34870 GLIDDEN COMPANY PO BOX 19627 GA ATLANTA $1,649 $150 $1,799.25
04457 GLIDDEN COMPANY 6906 DIXIE ST GA COLUMBUS $387 $387.50
08860 GLIDDEN COMPANY WEST WHITE ROAD GA OAKWOOD $1,487 $1,487.00
34450 GLIDDEN COMPANY 300 SPOWL ROAD OH HURON $1,494 $1,714 $55 $3,264.34
80236 GLIDDEN COMPANY 801 CANTERBURY ROAD OH WESTLAKE $4,181 $4,181.35
34440 GLIDDEN COMPANY PO BOX 15049 PA READING $6,894 $82 $112 $7,089.25
CUST TOTAL... 11,524 2,184 4,236 262 18,208.69
24911 GLOBAL PLASTICS CORP 20 MOHAWK DRIVE MA LEOMINSTER $27 $27.50
CUST TOTAL... 27 27.50
57063 GLOBE MANUFACTURING CO 456 BEDFORD STREET MA FALL RVR $52 $52.00
CUST TOTAL... 52 52.00
72518 GLOBE VEDAG 380 TANK STREET ON PETROLIA $4,055 $811 $770 $5,636.76
CUST TOTAL... 4,055 811 770 5,636.76
01663 GLOUCESTER COMPANY 235 COTTAGE STREET MA FRANKLIN $137 $137.50
CUST TOTAL... 137 137.50
79621 GNB BATTERIES INC 1800 VALLEY VIEW LANE TX DALLAS $165 165.00
CUST TOTAL... 165 165.00
62238 GOLD BOND BLDG PRODUCTS 2301 S NEWKIRK STREET MD BALTIMORE $168 $168.00
84389 GOLD BOND BLDG PRODUCTS 1818 RIVER ROAD NJ BURLINGTON $144 $144.00
83878 GOLD BOND BLDG PRODUCTS PO BOX 400 NY E GREENBUSH $765 $765.00
04692 GOLD BOND BLDG PRODUCTS OLD RT15 NEAR INTERSTATE PA NEW COLUMBIA $3,498 $2,626 $6,125.17
CUST TOTAL... 3,498 3,703 7,202.17
85934 GOLD BOND BUILDING PRODU PO BOX 1888 CA LONG BEACH $82 $82.50
CUST TOTAL... 82 82.50
65263 GOLD KIST INC PO BOX 495 GA ROYSTON $250 $250.00
CUST TOTAL... 250 250.00
20412 GOLDSCHMIDT CHEMICAL 920 RANDOLPH ROAD VA HOPEWELL $1,873 $82 $55 $2,011.03
CUST TOTAL... 1,873 82 55 2,011.03
72872 GOODYEAR CANADA INC 45 RAYNES AVE/BOX 61 ON BOWMANVILLE $55 $156 $211.00
68338 GOODYEAR CANADA INC 2600 LAMGLOIF BLVD PQ VALLEYFIELD $27 $55 $55- 27.50
CUST TOTAL... 27 55 55 101 238.50
00472 GOODYEAR TIRE & RUBBER C 922 EAST MEIGHAN BLVD AL GADSDEN $1,256 $220 $182 $2,081- $422.02-
36540 GOODYEAR TIRE & RUBBER C 1601 HIGHWAY 41 S W GA CALHOUN $423 $60 $483.00
35160 GOODYEAR TIRE & RUBBER C 5408 BAKER AVENUE NY NIAGARA FALLS $2,562 $1,024 $320- $3,266.80
35200 GOODYEAR TIRE & RUBBER C PO BOX 1709 OH AKRON $13,544 $1,829 $4,568 $6,099 $26,043.39
69543 GOODYEAR TIRE & RUBBER C 1376 TECH WAY DR OH AKRON $4,082 $2,720 $2,720 $1,360 $10,883.85
02343 GOODYEAR TIRE & RUBBER C 1689 EAST FRONT STREET OH LOGAN $55 $27 $467 $550.00
35630 GOODYEAR TIRE & RUBBER C PO BOX 26003 TX BEAUMONT $1,650 $971 $2,622.48
35440 GOODYEAR TIRE & RUBBER C PO BOX 5397 TX HOUSTON $2,891 $2,891.16
21599 GOODYEAR TIRE & RUBBER C 1435 GOODYEAR BLVD VA DANVILLE $1,835 $1,835.82
CUST TOTAL... 26,042 6,246 7,471 8,393 48,154.48
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPM05 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #58
S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
09716 GODMAN BROTHERS 18 DIVISTON PALCE NY BROOKLYN $472 $472.00
CUST. TOTAL... 472 $472.00
65600 GOULD INC 5045 NORTH STATE STREET OH MCCONNELSVILLE $27 $27.50
CUSTOM. TOTAL... 27 27.50
12306 GPM GAS CORPORATION 8015 DIXON DRIVE KY FLORENCE $192 $192.00
64050 GPM GAS CORPORATION P O BOX 792 TX PASEDENA $1,350 $1,350.00
CUST. TOTAL... 1,350 192 $1,542.00
88129 GRAHAM INSULATION 551 HARBOR DRIVE ON ERIN $64 $32 $128 $224.70
CUST. TOTAL... 64 32 128 224.70
C 77712 GRAHAM PRODUCTS LTD MAPLE AVE ON INGLEWOOD $1,475 $1,475.00
CUST. TOTAL... 1,475 1,475.00
75018 GRANITE CITY WASTE WATER NIEDRING HAUS AVE & HWY IL GRANITE CITY $250 $250.00
CUST. TOTAL... 250 250.00
35450 GRANT CHEMICAL COMPANY PO BOX 263 LA BATON ROUGE $440 $166 $606.00
10272 GRANT CHEMICAL COMPANY PO BOX 360 NJ ELMWOOD PARK $55 $55.00
CUST. TOTAL... 495 166 661.00
11118 GREAT DANE INCORPORATED IN BRAZIL $55 $55.00
54276 GREAT DANE INCORPORATED 1200 CENTENIAL ROAD NE WAYNE $55 $27 $82.50
CUST. TOTAL... 55 55 27 137.50
26414 GREAT LAKES CHEMICAL 380 CHEMWOOD DRIVE TN NEWPORT $27 $27.50
64471 GREAT LAKES CHEMICAL CO 13074 ZACHARY CA MCFARLAND $4,476 $105- $2,486 $6,858.75
73897 GREAT LAKES CHEMICAL COR SOUTH PLANT - HWY 167 S AR EL DORADO $4,383 $4,383.78
CUST. TOTAL... 8,888 105- 2,486 11,270.03
11980 GREAT WESTERN CARPET CO 2060 NORTH BATAVIA ST CA ORANGE $27 $45 $72.50
CUST. TOTAL... 27 45 72.50
56625 GREAT WESTERN CHEMICAL C 3451 UNICORN #200 CA BAKERSFIELD $636 $636.59
02276 GREAT WESTERN CHEMICAL C 860 WHARF STREET CA RICHMOND $749 $27 $776.50
59581 GREAT WESTERN CHEMICAL C 520 ZEPHYR STREET CA STOCKTON $334 $334.10
CUST. TOTAL... 361 1,747.19
15129 CREENWALD INDUSTRIAL PRO 2507 51ST AVENUE MD HYATTSVILLE $80 $80.00
CUST. TOTAL... 80 80.00
90000 GREGORY RYAN INC 725 KEYSTONE DRIVE AL CLANTON $27 $27.50
CUST. TOTAL... 27 27.50
88605 GRINNELL CORPORATION 1411 LANCASTER AVE PA COLUMBIA $1,100 $1,100.88
CUST. TOTAL... 1,100 1,100.88
58094 GROW GROUP INC 101 LOUISVILLE AIR PARK KY LOUISVILLE $412 $412.50
69079 GROW GROUP INC 1354 OLD POST RD MD HAVRE DE CRACE $192 $192.50
CUST. TOTAL... 192 412 605.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPM05 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #59
S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
74521 GUARDSMAN PRODUCTS INC 145 DIVIDEND ROAD CT ROCKY HILL $1,538 $150 $189 $2,032 $3,909.50
03946 GUARDSMAN PRODUCTS INC 1350 STEEL STREET MI GRAND RAPIDS $1,721 $225 $1,946.09
CUST. TOTAL... 3,259 150 189 2,257 5,855.59
64216 GUELPH PRODUCTS 500 LAIRD RD ON GUELPH $1,959 $1,766 $1,766 $5,492.30
CUST. TOTAL... 1,959 1,766 1,766 5,492.30
85573 GULF COAST SPECIALTY PRO FRANK PETTEWAY, B 1705 TX FREEPORT $185 $185.00
CUST. TOTAL 185 185.00
80524 GULF OIL-CUMBERLAND FARM 777 DEDHAM STREET MA CANTON $1,051 $1,051.00
52908 GULF OIL-CUMBERLAND FARM 165 FLANDERS ROAD MA WESTBORO $90 $90.10
CUST. TOTAL 1,051 90 1,141.10
58093 H B FULLER COMPANY PO BOX 1456 CA TULARE $556 $556.00
52149 H B FULLER COMPANY 12110 HARLAND DR GA COVINGTON $200 $200.00
01796 H B FULLER COMPANY 40 HAYES MEMORIAL DRIVE MA MARLBOROUGH $1,839 $1,839.50
76926 H B FULLER COMPANY 3530 LEXINGTON AVE N MN SAINT PAUL $791 $791.00
36265 H B FULLER COMPANY 3005 HOLTS CHAPEL ROAD NC GREENSBORO $6,508 $7,758 $8,963 $1,450- $21,779.35
83223 H B FULLER COMPANY 59 BRUNSWICK AVE NJ EDISON $1,316 $1,450 $2,766.35
18003 H B FULLER COMPANY 880 RANGEVIEW ROAD ON MISSISSAUGA $192 $192.50
13512 H B FULLER COMPANY PO BOX 7096 TN MEMPHIS $1,441 $925 $975 $3,341.75
CUST. TOTAL... 9,297 9,999 13,227 1,057- 31,466.10
58762 H C HYDROCARBONS INC PO BOX 215 TX MANVEL $40 $40.00
CUST. TOTAL... 40 40.00
C 86736 H C I GEORGIA 11 PIEDMONT CENTER GA ATLANTA $17,992 $34 $18,026.56
CUST. TOTAL... 17,992 34 18,026.56
80833 H H & K BURG DIL 836 BROADWAY NY ELMIRA $1,067 $1,067.11
CUST. TOTAL... 1,067 1,067.11
10797 H HELLER COMPANY 707 WESTCHESTER AVENUE NY WHITE PLAINS $679 $679.50
86274 H HELLER COMPANY 5025 ORBITOR DRIVE ON MISSISSAUGA $6,223 $6,223.45
CUST. TOTAL... 6,902 6,902.95
63168 H L BLACHFORD INC 1400 W NUCLEAR DRIVE IL W CHICAGO $82 $82.50
CUST. TOTAL 82 82.5
36250 H R SIMON & COMPANY 3515 MARMENCO COURT MO BALTIMORE $27 $27.50
CUST. TOTAL... 27 27.50
89495 HAARMAN AND REIMER, S.A. AV REP MEXICANA #200 MX DE LOS GARZA N $3,133 $2,933 $6,066.00
CUST. TOTAL... 3,133 2,933 6,066.00
52370 HAARMANN & REIMER CORP 1000 RANDOLPH ST IN ELKHARD $55 $55.00
89603 HAARMANN & REIMER CORP SPRING ST AT WATERFRONT MN DULUTH $467 $467.50
66498 HAARMANN & REIMER CORP 70 DIAMOND RD NJ SPRINGFIELD $4,118 $4,118.00
CUST. TOTAL... 4,585 55 4,640.50
67121 HACKENSACK WATER COMPANY LAKE SHORE DRIVE NJ HAWORTH $18,302 $52,645 $70,947.60
CUST. TOTAL... 18,302 52,645 70,947.60
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPM05 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #60
S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
39590 HALL CHEMICAL COMPANY PO BOX 200 OH WICKLIFFE $225 $225.00
CUST. TOTAL... 225 225.00
25325 HALLIBURTON IND SERVICES PO BOX 297 OK DUNCAN $105 $105.00
CUST. TOTAL... 105 105.00
80454 HALLTOWN PAPERBOARD CO I BOX 10 WV HALLTOWN $1,225 $1,225.00
CUST. TOTAL... 1,225 1,225.00
03813 HALTERMANN INCORPORATED 16717 JACINTOPORT BLVD TX HOUSTON $27 $27.50
CUST. TOTAL... 27 27.50
75622 HAMILTON STANDARD 1 HAMILTON RD CT WINDSOR LOCKS $26 $26.00
CUST. TOTAL... 26 26.00
36880 HAMPDEN-MATHIEU CORP PO BOX 558 MA SPRINGFIELD $210 $131 $2,053 $2,394.53
CUST. TOTAL... 210 131 2,053 2,394.53
11724 HAMPSHIRE CHEMICAL 5525 US 60 EAST KY OWENSBORO $412 $412.50
CUST. TOTAL... 412 412.50
22440 HAMPSHIRE CHEMICAL CORP 2 EAST SPITBROOD RD NH HASHUA $6,114 $6,114.00
89585 HAMPSHIRE CHEMICAL CORP NY WATELOO $2,175 $2,175.00
CUST. TOTAL... 2,175 6,114 8,289.00
04084 HANGSTERFERS LABS INC OGDEN ROAD NJ MANTUA $275 $137 $605 $1,017.50
CUST. TOTAL... 275 137 605 1,017.50
78328 HANLIN CHEMICALS ONE CHASE CENTER NJ RAHWAY $10,386 $10,386.90
75900 HANLIN CHEMICALS PO DRAWER J WV MOUNDSVILLE $65,458 $65,458.42
83049 HANLIN CHEMICALS PO DRAWER J WV MOUNDSVILLE $13,095 $13,095.74
CUST. TOTAL... 88,941 88,941.06
85958 HAPAG-LLOYD CONTAINER LI 201 ST CHARLES ST LA NEW ORLEANS $2,180 $2,180.00
71570 HAPAG-LLOYD CONTAINER LI C/O MAHER TERMINAL NJ ELIZABETH $7,044 $2,013 $918 $9,976.84
67915 HAPAG-LLOYD CONTAINER LI 325 CHESTNUT STREET PA PHILADELPHIA $7,750 $22,422 $2,621 $32,794.51
59100 HAPAG-LLOYD CONTAINER LI 2855 MANQUM ROAD SUIT 4 TX HOUSTON $736 $1,824 $7,933 $10,493.01
CUST. TOTAL... 15,530 24,436 5,364 10,113 55,444.36
71756 HARBINGER RIVER STREET GA CALHOUN $318 $318.00
CUST. TOTAL... 318 318.00
73648 HARBISON WALKER REF CO OH WINDHAM $484 $484.00
CUST. TOTAL... 484 484.00
65681 HARCROS CHEMICAL INC 2675 CUMBERLAND PARKWAY GA ATLANTA $1,014- $1,014.73-
82190 HARCROS CHEMICAL INC 5200 SPEAKER ROAD KS KANSAS CITY $27 $82 $758 $868.35
00109 HARCROS CHEMICAL INC 4330 GERALDINE AVENUE MO SAINT LOUIS $9,040 $55 $326 $146 $9,567.75
76317 HARCROS CHEMICAL INC ROUTE 3 - PO BOX 340 NH MERRIMACK $1,383 $50 $1,433.50
76981 HARCROS CHEMICAL INC 6 LONG ISLAND AVE NY HOLTSVILLE $137 $137.50
82450 HARCROS CHEMICAL INC PO BOX 13007 TN MEMPHIS $670 $294 $964.80
CUST. TOTAL... 11,122 187 326 321 11,957.17
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 61
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
87637 HARCROS PIGMENTS INC 11 EXECUTIVE DRIVE IL FAIRVIEW HEIGH $3,500 $489 $3,989.60
CUST TOTAL... 3,500 489 3,989.60
88634 HARCROSS CHEMICALS INC 2040 W RIVER ST IA DAVENPORT $1,795 $1,795.20
CUST TOTAL... 1,795 1,795.20
79369 HARCROSS PIGMENTS INC 1525 WOOD AVE PA EASTON $82 $82.50
CUST TOTAL... 82 82.50
82499 HARDWICK CHEMICAL CO 2114 LARRY JEFFERS RD SC ELGIN $27 $27.50
CUST TOTAL... 27 27.50
09162 HARRIS CORPORATION PALM BAY ROAD FL PALM BAY $2,570 $2,570 $5,140.44
CUST TOTAL... 2,570 2,570 5,140.44
59242 HARRISON RADIATOR 200 UPPER MOUNTAIN RD NY LOCKPORT $27 $55 $82.50
CUST TOTAL... 27 55 82.50
37860 HARWICK CHEMICAL CO 60 SO SEIBERLING ST OH AKRON $3,887 $3,887.00
CUST TOTAL... 3,887 3,887.00
06772 HATCO CHEMICAL CORP KING GEORGE POST RAOD NJ FORDS $27 $27.50
CUST TOTAL... 27 27.50
86847 HAYES DANA 500 JAMES ST SOUTH ON ST MARYS $55 $55.00
CUST TOTAL... 55 55.00
05264 HAYWOOD COMPANY 751 DUPREE STREET TN BROWNSVILLE $1,728 $1,728.00
CUST TOTAL... 1,728 1,728.00
88470 HCI CHEMTECH DIST INC 8301 BIRMINGHAM ROAD MO KANSAS CITY $110 $110.00
CUST TOTAL... 110 110.00
05727 HEDWIN CORPORATION 1600 ROLAND HEIGHTS AVE MD BALTIMORE $1,622 $96 $76 $633 $2,427.00
CUST TOTAL... 1,622 96 76 633 2,427.00
38180 HEICO INC P O BOX 160 PA DELAWARE WTR G $953 $953.58
CUST TOTAL... 953 953.58
00827 HELENA CHEMICAL COMPANY P O BOX 2338 AR W HELENA $82 $82.50
CUST TOTAL... 82 82.50
62503 HELENE CURTIS INDUSTRIES 19161 EAST WALNUT CA CITY OF INDUST $165 $55 $220.00
12928 HELENE CURTIS INDUSTRIES 4401 WEST NORTH AVENUE IL CHICAGO $1,903 $1,903 $1,873 $5,679.00
CUST TOTAL... 2,068 55 1,903 1,873 5,899.00
21646 HEMLOCK SEMICONDUCTOR 12334 GEDDES ROAD MI HEMLOCK $515 $2,491 $3,006.00
CUST TOTAL... 515 2,491 3,006.00
05156 HEMPT BROTHERS 205 CREEK ROAD PA CAMP HILL ,CU $1,142 $1,142.73
07001 HEMPT BROTHERS HUMMEL AVENUE PA LEMOYNE $293 $293.53
CUST TOTAL... 1,436 1,436.26
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 62
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
85763 HENDRICK MILES 100 MAIN STREET TX PRESIDIO $82 $82.50
CUST TOTAL... 82 82.50
83660 HENKEL ADHESIVES 1345 GASKET DR IL ELGIN $137 $137.50
CUST TOTAL... 137 137.50
62762 HENKEL ADHESIVES CORPORA 2532 COMMERCE PLACE GA TUCKER $2,448 $80 $2,528.81
CUST TOTAL... 2,448 80 2,528.81
78534 HENKEL CANADA LTD 2290 ARGENTINA RD ON MISSISSAUGA $2,244 $2,244.42
78538 HENKEL CANADA LTD 165 REXDALE BLVD ON REXDALE $21 $64 $85.60
CUST TOTAL... 21 2,308 2,330.02
65224 HENKEL CORP 1140 HARBOR WAY SOUTH CA RICHMOND $27 $27.50
22580 HENKEL CORP P O BOX 1047 GA CEDARTOWN $21,303 $7,852 $455 $6,687 $36,298.35
06983 HENKEL CORP P O BOX 191 IL KANKAKEE $957 $22 $979.90
84175 HENKEL CORP C/O CAMCO KY FLORENCE $55 $55.00
27443 HENKEL CORP P O BOX 411729 NC CHARLOTTE $55 $55.00
64033 HENKEL CORP P O BOX 7044 NC CHARLOTTE $3,025 $55 $3,080.50
22620 HENKEL CORP FIRST & ESSEX STS NJ HARRISON $275 $55 $412 $742.50
77370 HENKEL CORP 1301 JEFFERSON ST NJ HOBOKEN $27 $27 $98- $43.00-
74736 HENKEL CORP P O BOX 1259 NJ SOMERVILLE $4,006 $4,006.60
02854 HENKEL CORP 4900 ESTE AVENUE OH CINCINNNATI $270 $270.50
27450 HENKEL CORP P O BOX 429557/EMERY GROU OH CINCINNNATI $3,050 $685 $3,735.82
58024 HENKEL CORP P O BOX 818019 OH CLEVELAND $90,803 $17,053 $175 $666- $107,365.44
50176 HENKEL CORP 300 BROOKSIDE AVENUE PA AMBLER $1,484 $75 $959 $2,518.00
14019 HENKEL CORP P O BOX 818019 PA CASTANEA $2,259 $375 $2,634.50
83300 HENKEL CORP P O BOX 628 SC MAULDIN $9,341 $110 $27 $9,479.25
CUST TOTAL... 136,584 25,367 787 8,466 171,205.86
04725 HENKEL CORPORATION 25817 CLAWITER ROAD CA HAYWARD $3,153 $3,153.60
CUST TOTAL... 3,153 3,153.60
38530 HERCULES CANADA INC P O BOX 100 ON BURLINGTON $4,350 $1,903 $6,253.96
25805 HERCULES CANADA INC 4 ROBERT SPECK PARKWAY ON MISSISSAUGA $80 $80.00
CUST TOTAL... 4,350 1,903 80 6,333.96
14696 HERCULES FIBERS ALCOVEY ROAD GA COVINGTON $1,028 $1,028.00
CUST TOTAL... 1,028 1,028.00
89468 HERCULES INCORPORATED C/O CHEMICAL LEAMAN TANK CT BRANFORD $58,454 $2,352 $455 $1,014 $62,276.37
22328 HERCULES INCORPORATED MIDDLETON INDUSTRIAL PAR DE MIDDLETOWN $1,876 $1,876.50
38460 HERCULES INCORPORATED 13TH & MARKET STREETS DE WILMINGTON $2,291 $24 $71 $2,048 $4,434.50
83313 HERCULES INCORPORATED 3RD FLOOR DE WILMINGTON $319 $319.80
38360 HERCULES INCORPORATED COOK ST GA BRUNSWICK $7,656 $7,656.50
38400 HERCULES INCORPORATED P O BOX 2249 GA SAVANNAH $2,621 $687 $3,309.00
38550 HERCULES INCORPORATED 1111 GRATTAN STREET MA CHICOPEE $405 $247 $1,175 $1,827.50
16884 HERCULES INCORPORATED P O BOX 1027 MI KALAMAZOO $7,713 $640 $8,353.50
38560 HERCULES INCORPORATED P O DRAWER 1937 MS HATTIESBURG $8,453 $8,453.00
38490 HERCULES INCORPORATED L NECK RD NJ BURLINGTON $4,551- $4,551.68-
83198 HERCULES INCORPORATED 50 NORTH MARKET STREET NJ GIBBSTOWN $19,395 $352 $19,748.00
38510 HERCULES INCORPORATED MOUNT ARLINGTON GATE NJ KENVIL $10,950 $2,750 $165 $13,865.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 63
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
37805 HERCULES INCORPORATED RT 837 & MADISON AVENUE PA W ELIZABETH $3,741 $1,189 $3,741.50
38480 HERCULES INCORPORATED P O BOX 656 VA FRANKLIN $23,047 $6,420 $30,657.92
07224 HERCULES INCORPORATED CALLER SERVICE I VA RADFORD $2,268 $2,268.50
CUST TOTAL... 148,874 13,227 938 1,196 164,235.91
75633 HERITAGE ENVIRONMENTAL 4132 POMPANO ROAD NC CHARLOTTE $400 $400.00
CUST TOTAL... 400 400.00
08991 HESS & CLARK INCORPORATE 7TH & ORANGE STREETS OH ASHLAND $625 $625.00
CUST TOTAL... 625 625.00
79931 HEXACOMB CORPORATION 2001 MARLBORO ROAD NC FARMVILLE $733 $733.55
CUST TOTAL... 733 733.55
01229 HICKORY SPRINGS MFG CO P O BOX 2948 NC HICKORY $110 $110.00
CUST TOTAL... 110 110.00
77311 HICKSON DANCHEM CORPORAT 1975 RICHMOND BLVD VA DANVILLE $894 $992 $1,886.50
CUST TOTAL... 894 992 1,886.50
80330 HIGH POINT CHEMICAL CORP 243 WOODBINE STREET NC HIGH POINT $2,827 $2,827.05
CUST TOTAL... 2,827 2,827.05
28122 HILL BROTHERS CHEMICAL 15017 EAST CLARK STREET CA CITY OF INDUST $2,730 $2,730.00
CUST TOTAL... 2,730 2,730.00
63267 HILTON DAVIS COMPANY 2235 LANGDON FARM OH CINCINNATI $505 $537 $25 $1,067.50
CUST TOTAL... 505 537 25 1,067.50
09466 HIMONT USA INC 2 LITTLE FALSS CENTRE DE WILMINGTON $150 $150.00
72193 HIMONT USA INC P O BOX 15439 DE WILMINGTON $1,155 $1,155.00
CUST TOTAL... 1,155 150 1,305.00
88981 HOECHST CELANESE CHEMICA SOU-TEX PLANT NC MOUNT HOLLY $27 $4,460 $4,488.05
CUST TOTAL... 27 4,460 4,488.05
01841 HOECHST CELANESE CORP P O BOX 64 AL BUCKS $275 $330 $35- $569.70
06742 HOECHST CELANESE CORP P O BOX 133 IL ARGO $565 $934 $1,499.62
59650 HOECHST CELANESE CORP P O BOX 1026 NC CHARLOTTE $69- $69.00-
04587 HOECHST CELANESE CORP EAST CATAWBA AVENUE NC MOUNT HOLLY $110 $137 $247.50
60556 HOECHST CELANESE CORP HWY 70 W BOX 4 NC SALISBURY $1,260 $1,260.00
14850 HOECHST CELANESE CORP 331-345 DOREMUS AVE NJ NEWARK $9,430 $557 $1,400 $1,380 $12,768.95
06683 HOECHST CELANESE CORP P O BOX 1259 NJ SOMERVILLE $31,682 $2,379 $3,223 $4,126 $41,412.38
61750 HOECHST CELANESE CORP 50 MEISTER AVE NJ SOMERVILLE $110 $987 $1,097.00
02480 HOECHST CELANESE CORP 500 WASHINGTON ST RI COVENTRY $3,478 $750 $27 $4,256.75
14790 HOECHST CELANESE CORP 2850 CHERRY ROAD SC ROCK HILL $3,315 $2,042 $5,357.50
05583 HOECHST CELANESE CORP P O BOX 428 TX BISHOP $11,137 $5,397 $220 $1,583 $18,338.27
03569 HOECHST CELANESE CORP P O BOX 569320 TX DALLAS $1,854 $166 $2,020.00
83204 HOECHST CELANESE CORP P O BOX 819005 TX DALLAS $375 $375.00
09360 HOECHST CELANESE CORP P O BOX 58190 TX HOUSTON $50 $303 $353.00
77732 HOECHST CELANESE CORP P O BOX 58160 TX HOUSTON $1,446 $1,446.94
15010 HOECHST CELANESE CORP P O BOX 937 TX PAMPA $577 $2,748 $3,325.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 64
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10438 HOECHST CELANESE CORP 12212 PORT ROAD TX PASADENA $27 $27.50
72471 HOECHST CELANESE CORP 3340 W NORFOLK ROAD VA PORTSMOUTH $402 $402.50
85890 HOECHST CELANESE CORP 801 WATER STREET VA PORTSMOUTH $27 $27.50
60966 HOECHST CELANESE CORP. P O BOX 78 SC CARLISLE $2,582 $2,582.40
CUST. TOTAL... 60,481 13,717 8,208 14,892 97,299.01
38335 HOFFMAN LA ROCHE INC P O BOX 238 NJ BELVIDERE $472 $472.50
39050 HOFFMAN LA ROCHE INC 1153 BLOOMFIELD AVE NJ NUTLEY $11,563 $175 $11,738,32
CUST. TOTAL... 12,035 175 12,210.82
82105 HOFMANN WATER TREATING C 120 GRACEY AVE CT MERIDEN $1,635 $1,635.31
CUST. TOTAL... 1,635 1,635.31
51640 HOLLAND COMPANY INC 153 HOWLAND AVENUE MA ADAMS $5,001 5,001.38
CUST. TOTAL... 5,001 5,001.38
39680 HOLLINGSWORTH & VOSE CO 112 WASHINGTON ST MA E WALPOLE $1,930 $1,930.36
38375 HOLLINGSWORTH & VOSE CO 219 TOWNSEND RD MA W GROTON $1,143 $1,143.00
09600 HOLLINGSWORTH & VOSE CO EASTON MILL NY GREENWICH $880 $880.55
CUST. TOTAL... 3,953 3,953.91
01724 HOLTRA CHEMICAL INC 159 BODEN LANE MA NATICK $16,368 $16,368.00
50736 HOLTRA CHEMICAL INC 395 HOOK ROAD NJ BAYONNE $1,120 $648 $982 $637 $3,388.36
CUST. TOTAL... 17,488 648 982 637 19,756.38
87882 HOLTRACHEM 309-327 AVENUE P NJ NEWARK $300 $300.00
CUST. TOTAL... 300 300.00
06144 HOOVER UNIVERSAL INC HIGHWAY 68 E KY CADIZ $82 $82.50
CUST. TOTAL... 82 82.50
62420 HOPEWELL REGIONAL FACILI RT 10 HUMMEL ROSS RD VA HOPEWELL $165 $165.00
CUST. TOTAL... 165 165.00
83307 HORIZON INDUSTRIES INC SOUTH INDUSTRIAL BLVD GA CALHOUN $2,862 $2,862.00
CUST. TOTAL... 2,862 2,862.00
81144 HORSEHEAD RESOURCE DEVEL 300 FRANKFORD RD PA MONACA $5,201 $5,201.18
CUST. TOTAL... 5,201 5,201.18
88413 HOUSMEX INC 17001 NORTH CHASE DRIVE TX HOUSTON $8,194 $4,277 $12,471.00
CUST. TOTAL... 8,194 4,277 12,471.00
81778 HOWELL CHEMICAL CO 1201 SOUTH SHELDON ROAD TX CHANNELVIEW $260 $130 $390.00
CUST. TOTAL... 260 130 390.00
17750 HOYER USA INCORPORATED 136 CENTRAL AVENUE NJ CLARK $26,766 $5,226 $865 $32,858.10
78703 HOYER USA INCORPORATED 2 NORTH POINT RD TX HOUSTON $805 $805.50
CUST. TOTAL... 26,766 5,226 1,671 33,663.60
10179 HULS AMERICA RANGE LINE ROAD AL MOBILE $165 $165.00
17690 HULS AMERICA ROUTE 297 MD CHESTERTOWN $504 $504.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 65
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00973 HULS AMERICA TURNER PLACE NJ PISCATAWAY $16,024 $1,402 $136 $4,555 $22,117.80
87536 HULS AMERICA C/O FTS FREIGHT PAYMENT NJ SOMERVILLE $4,014 $4,014.40
87609 HULS AMERICA % FTS FREIGHT PAYMENT PL NJ SOMERVILLE $3,472 $3,225 $9,675 $16,372.50
CUST. TOTAL... 20,165 5,416 3,361 14,230 43,173.70
83772 HULS AMERICA/C/O BDP 80 CENTENNIAL AVE NJ PISCATAWAY $1,584 $1,584.30
CUST. TOTAL... 1,584 1,584.30
65882 HULS CANADA INC 235 ORENDA ROAD ON BRAMALEA $412 $4,850 $5,262.72
CUST. TOTAL... 412 4,850 5,262.72
39415 HUMKO PRODUCTS P O BOX 398 TN MEMPHIS $90 $90.00
CUST. TOTAL... 90 90.00
87427 HUMPHREY CHEMICAL COMPAN CAMBREX FINE CHEMICALS G NJ CARLSTADT $4,316 $130 $4,446.10
88672 HUMPHREY CHEMICAL COMPAN C/O CAMBREX FINE CHEMICA NJ CARLSTADT $2,900 $2,900 $5,800.00
CUST. TOTAL... 7,216 3,030 10,246.10
89826 HUNT PRODUCTS HUNT PRODUCTS CO DIV TX DALLAS $55 $55.00
CUST. TOTAL... 55 55.00
00952 HUNTSMAN CHEMICAL 6 RIVERSIDE IND PARK GA ROME $672 $672.00
19370 HUNTSMAN CHEMICAL P O BOX 600 OH BELPRE $275 $1,622 $1,897.50
52858 HUNTSMAN CHEMICAL 5100 BAINBRIDGE BLVD VA CHESAPEAKE $6,185 $8,616 $9,077 $9,913 $33,792.50
CUST. TOTAL... 6,460 9,288 9,077 11,536 36,362.00
89978 HUNTSMAN CHEMICAL CORP C/O CTI LOGISTICS INC NJ RAHWAY $6,984 $6,984.00
CUST. TOTAL... 6,984 6,984.00
88107 HUNTSMAN FILM PRODUCTS 300 EAGLE GATE TOWER UT SALT LAKE CITY $27 $27.50
CUST. TOTAL... 27 27.50
73894 HYCHEM INC P O BOX 250 GA RICEBORO $265 $265.00
CUST. TOTAL... 265 265.00
04168 HYDRITE CHEMICAL COMPANY 7300 WEST BRADLEY ROAD WI MILWAUKEE $2,249 $2,249.41
CUST. TOTAL... 2,249 2,249.41
87300 HYDRITE CHEMICALS 49 SOUTH STREET IL PARK FOREST $549 $558 $1,107.05
CUST. TOTAL... 549 558 1,107.05
C 87295 HYDRO SERVICES 6410 STATE LINE RD AR TEXARKANA $2,115 $2,115.75
CUST. TOTAL... 2,115 2,115.75
06376 I P I P O BOX 70 MD ELKTON $27 $1,453 $1,481.34
CUST. TOTAL... 27 1,453 1,481.34
33175 I S P CHEMICALS INC RTE 95 INDUSTRIAL AVENUE KY CALVERT CITY $2,806 $2,806.36
CUST. TOTAL... 2,806 2,806.36
54043 IBM CORP P O BOX 1000 NY HOPEWELL JUNCT $136 $136.00
07714 IBM CORP P O BOX 1400/DEPT 870 NY POUGHKEEPSIE $104 $338 $442.00
CUST. TOTAL... 240 338 578.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 66
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
66083 ICI AMERICAS INC 560 PIER A PLACE CA WILMINGTON $137 $137.50
40400 ICI AMERICAS INC CONCORD PIKE & MURPHY RD DE WILMINGTON $474 $184 $195- $463.00
89627 ICI AMERICAS INC 3411 SILVERSIDE ROAD DE WILMINGTON $624 $1,478 $915 $3,017.87
90076 ICI AMERICAS INC 3411 SILVERSIDE ROAD DE WILMINGTON $2,760 $2,760.00
89361 ICI AMERICAS INC C/O RUBICON INC LA GEISMAR $3,603 $1,874 $5,477.00
39355 ICC AMERICAS INC 333 MAIN STREET MA DIGHTON $50 $50.00
05600 ICI AMERICAS INC P O BOX 17631 MO SAINT LOUIS $26,724 $5,557 $2,240 $3,878 $38,400.01
39365 ICI AMERICAS INC P O BOX 31786 NC CHARLOTTE $40 $40.00
CUST. TOTAL... 34,185 8,909 3,339 3,910 50,345.38
65866 ICI AMERICAS INC/AGRI PR P O BOX 152 TN MT PLEASANT $165 $998 $1,163.50
CUST. TOTAL... 165 998 1,163.50
02558 ICI CANADA INC P O BOX 1299 ON CORNWALL $3,902 $225 $4,127.96
10089 ICI CANADA INC P O BOX 1900 ON COURTRIGHT $64 $64.20
CUST. TOTAL... 3,967 225 4,192.16
52259 ICI EXPLOSIVES P O BOX 271 PA TAMAQUA $433 $433 $866.00
CUST. TOTAL... 433 433 866.00
02667 ICI NITROGEN PRODUCTS P O BOX 5201 ON LONDON $25,791 $2,958 $1,582 $571 $30,904.23
CUST. TOTAL... 25,791 2,958 1,582 571 30,904.23
60122 ICI SPECIALTY INKS 3730 OLD TASSO ROAD NE TN CLEVELAND $876 $1,504 $2,380.00
CUST. TOTAL... 876 1,504 2,380.00
89793 ICS CHEMICAL 5401 W KENNEDY BLVD FL TAMPA $3,316 $3,316.75
81208 ICS CHEMICAL 135 PINEVIEW DRIVE NY AMHERST $1,177 $1,177.50
CUST. TOTAL... 3,316 1,177 4,494.25
40380 IDEAL CHEM & SUPPLY P O BOX 18698 TN MEMPHIS $20,135 $1,773 $21,908.78
CUST. TOTAL... 20,135 1,773 21,908.78
40255 IFF 600 STATE HIGHWAY 36 NJ HAZLET $28,557 $1,968 $605 $3,168 $34,298.95
40275 IFF 800 ROSE LANE NJ UNION BEACH $260 $260.00
CUST. TOTAL... 28,817 1,968 605 3,168 34,558.95
87010 IFF DE MEXICO % CEGO GROUP TX LAREDO $1,158 $1,158.00
CUST. TOTAL... 1,158 1,158.00
87013 IGI PETROLEUM SPECIALTIE 461 FROM RD NJ PARAMUS $71- $71.00-
CUST. TOTAL... 71- 71.00-
00747 IGLOO PRODUCTS CORP P O BOX 19322 TX HOUSTON $247 $137 $385.00
CUST. TOTAL... 247 137 385.00
26154 IMEX FORWARDING AGENCY P O BOX 1326 TX LAREDO $280 $280.00
CUST. TOTAL... 280 280.00
72651 IMPACT PLASTIC INC 780 FOUR ROD RD CT KENSINGTON $6,449 $1,523 $822 $8,794.91
CUST. TOTAL... 6,449 1,523 822 8,794.91
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #67
S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
56265 IMPERIAL OIL LIMITED CHRISTINA & CLIFFORD ON SARNIA $82 $82.50
CUST. TOTAL... 82 82.50
45600 IMPERIAL WALLPAPER CO UNDERWOOD AVE NY PLATTSBURGH $2,189 $2,289.44
CUST. TOTAL... 2,189 2,189.44
05446 IMPERIAL WEST CHEMICAL C 1701 WILBUR AVENUE CA ANTIOCH $54,853 $3,864 $336- $8,054 $66,436.67
CUST. TOTAL... 54,853 3,864 336- 8,054 66,436.67
75760 INCEPTOR INC 2970 AIRPORT HWY OH TOLEDO $27 $27.50
CUST. TOTAL... 27 27.50
72098 INCO ALLOYS INTERNATIONA ROUTE 23 KY BURNAUGH $348 $348.00
27881 INCO ALLOYS INTERNATIONA RIVERSIDE ROAD WV HUNTINGTON $490 $490.50
CUST. TOTAL... 838 838.50
41640 INCO LTD ACCOUNTS PAYABLE ON COPPER CLIFF $4,562 $2,252 $6,814.97
CUST. TOTAL... 4,562 2,252 6,814.97
23118 INDCO INC N RAILROAD & ESSEX ST NJ GLOUCESTER CIT $960 $480 $1,440.00
CUST. TOTAL... 960 480 1,440.00
07253 INDEPENDENT CEMENT CORP P O BOX 12-310 NY ALBANY $250 $436 $107 $3,147 $3,942.36
08674 INDEPENDENT CEMENT CORP P O BOX 1008 NY BUFFALO $133- $133.43
CUST. TOTAL... 250 436 107 3,014 3,808.93
88708 INDOLEX 5675 KENNEDY ROAD ON MISSISSAUGA $53 $53.50
CUST. TOTAL... 53 53.50
05168 INDOPCO INC CEDAR SPRINGS RD NC SALISBURY $110 $110.00
CUST. TOTAL... 110 110.00
50287 INDUSTRIAL ADHESIVES 130 N CAMPBELL AVE IL CHICAGO $45 $45.00
CUST. TOTAL... 45 45.00
64289 INDUSTRIAL CHEM-TEX P O BOX 6964 TX LONGVIEW $935 $1,250 $2,186.04
CUST. TOTAL... 935 1,250 2,186.04
54680 INDUSTRIAL CHEMICALS 12801 NEWBURGH ROAD MI LIVONIA $27 $27.50
89756 INDUSTRIAL CHEMICALS 885 W SMITH ROAD OH MEDINA $416 $416.24
CUST. TOTAL... 443 443.74
71713 INDUSTRIAL GENERAL CORP 3 PERKINS WAY MA NEWBURYPORT $5,217 $5,217.84
CUST. TOTAL... 5,217 5,217.84
77400 INDUSTRIAL SOLVENTS CORP P O BOX 125 MI SAINT LOUIS $2,379 $2,379.42
CUST. TOTAL... 2,379 2,379.42
61372 INDUSTRIAS ASTROL 8535 SAN GABRIEL DR TX LAREDO $900 $900.00
CUST. TOTAL... 900 900
80421 INDUSTRIAS RESISTOL S A KM 52.5 MX LERMA EDO $1,950 $1,950.00
CUST. TOTAL... 1,950 1,950.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #68
S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
76325 INGRAM BARGE PO BOX 23049 TN NASHVILLE $480 $480.00
CUST. TOTAL... 480 480.00
90068 INLAND FISHER GUIDE RIMI DIV OF GENERAL MOTORS TX BROWNSVILLE $2,499 $2,499.00
CUST. TOTAL... 2,499 2,499.00
59990 INLAND ORANGE INC OLD HIGHWAY 87 TX ORANGE $600 $600.00
CUST. TOTAL... 600 600.00
33920 INLAND ROME INC 238 MAYS BRIDGE ROAD GA ROME $2,895 $2,895.59
CUST. TOTAL... 2,895 2,895.59
43960 INDLEX CORPORATION JACKSON & SWANSON STS PA PHILADELPHIA $14,319 $6,842 $209 $21,370.88
CUST. TOTAL... 14,319 6,842 209 21,370.88
41390 INSTA FOAM 2050 NO BROADWAY IL JOLIET $192 $235 $427.50
192 235 427.50
66915 INSULATING MATERIALS INC 1 CAMPBELL ROAD NY SCHENECTADY $2,249 $141 $2,391.02
CUST. TOTAL... 2,249 141 2,391.02
69819 INTAC AUTOMOTIVE PRDT IN PO BOX 339 IL LEMONT $1,035 $641 $1,676.00
CUST. TOTAL 1,035 641 1,676.00
56570 INTER PACK CORP 399 DETROIT AVENUE MI MONROE $549 $24 $573.00
CUST. TOTAL... 549 24 573.00
76879 INTERAMERICA FORWARDING JEFFERSON & PINDER STREE TX LAREDO $980 $980.00
CUST. TOTAL... 980 980.00
85243 INTERCONTINENTAL FWG 1985 N CENTRAL AVE TX BROWNSVILLE $2,470 $2,470.00
CUST. TOTAL... 2,470 2,470.00
89542 INTERCORP MEXICO S A DE GUADALUPE NUEVO LEON MX MEXICO $1,229 $1,229 2,458.00
CUST. TOTAL... 1,229 1,229 2,458.00
78719 INTERCORP MEXICO S.A DE GUERRERO 213 A SUR MX CO QUADALUPE N $938 $1,876 $938 $3,752.00
CUST. TOTAL... 938 1,876 938 3,752.00
74110 INTERFLOW USA 363 N SAM HOUSTON PKWY E TX HOUSTON $8,719 $2,446 $3,461 $14,627.19
CUST. TOTAL... 8,710 2,446 3,461 14,627.19
22312 INTERLUBE CORPORATION 4646 BAKER AVENUE OH CINCINNATI $2,133 $2,133.51
CUST. TOTAL... 2,133 2,133.51
82379 INTERNATIONAL CONTAINER P O BOX 24686 FL TAMPA $1,736 $1,736.23
64466 INTERNATIONAL CONTAINER 66 YORK STREET NJ JERSEY CITY $1,680 $8,674 $9,456 30,897 $50,708.49
CUST. TOTAL... 3,416 8,674 9,456 30,897 52,444.72
88927 INTERNATIONAL PAPER CO 100 DICKMON RD AL BAY MINETTE $1,164 $1,164.00
10193 INTERNATIONAL PAPER CO P O BOX 7069 AR PINE BLUFF $340 $340.75
41120 INTERNATIONAL PAPER CO P O BOX 31 2 LA BASTROP $7,959 $292 $8,252.25
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #69
S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00205 INTERNATIONAL PAPER CO OFF HIGHWAY 509 LA MANSFIELD $735 $735.17
01483 INTERNATIONAL PAPER CO P O BOX 20 RILEY ROAD ME JAY $8,785 $4,585 $1,714 $687 $15,771.50
40575 INTERNATIONAL PAPER CO P O BOX 311 MS NATCHEZ $777 $777.00
41610 INTERNATIONAL PAPER CO P O BOX 1362 NY TICONDEROGA $91 $91.00
53229 INTERNATIONAL PAPER CO P O BOX 797 NY TUXEDO PK $3,771 $3,771.00
27231 INTERNATIONAL PAPER CO KAMINSKI STREET SC GEORGETOWN $1,835 $1,835.00
84292 INTERNATIONAL PAPER CO P O BOX 946 TN MEMPHIS $509 $82 $591.50
CUST. TOTAL... 19,314 5,749 2,223 6,042 33,329.17
08161 INTERNATIONAL PERMALITE 300 NORTH HAVEN CA ONTARIO $617 $1,667 $2,285.41
CUST. TOTAL... 617 1,667 2,285.41
86418 INTERNATIONAL RESOURCES 8945 GUILFORD ROAD MD COLUMBIA $635 $635.18
CUST. TOTAL... 635 635.18
52479 INTERPLAST UNIVERSAL IND 199 GARIBALDI AVENUE NJ LODI $137 $137.50
CUST. TOTAL... 137 137.50
01057 INTERPLASTICS CORPORATIO 1545 SOUTH OLIVE IN SOUTH BEND $395 $395.00
CUST. TOTAL... 395 395.00
58104 INTERPOLYMER CORP 7501 IDSTRIBUTION DRIVE KY LOUISVILLE $15,667 $8,371 $720- $23,318.50
CUST. TOTAL... 15,667 8,371 720- 23,318.50
72655 INTERPROVINCIAL COOPERAT 945 MARION ST MB WINNIPEG $160 $160.00
CUST. TOTAL... 160 160.00
07323 INTERSOL IND CORP P O BOX 270383 FL TAMPA $2,250 $2,250.01
CUST. TOTAL... 2,250 2,250.01
74498 INTERSTATE CHEMICAL CO 2797 FREEDLAND ROAD PA HERMITAGE $91 $91.75
04841 INTERSTATE CHEMICAL CO 2797 FREEDLAND ROAD PA W MIDDLESEX $230 $230.00
CUST. TOTAL... 91 230 321.75
41810 INTERSTATE CONTAINER CO GRACESON & MEADE ST PA READING $110 $110.00
CUST. TOTAL... 110 110.00
81678 INTERSTATE RACING FUEL 8128 SUBET RD MD BALTIMORE $137 $137.50
CUST. TOTAL... 137 137.50
82904 INTROSUL INC 404 SEARS ROAD GA PERRY $125 $125.00
CUST. TOTAL 125 125.00
89011 INX INTERNATIONAL INK CO 1860 WESTERN DRIVE IL WEST CHICAGO $1,155 $1,155.32
CUST. TOTAL 1,155 1,155.32
87327 IONPURE TECHNOLOGIES COR 8211 COUNTRY CLUB PLACE IN INDIANAPOLIS $45- $45.00-
CUST. TOTAL... 45- 45.00-
50837 ISOCYANATE PRODUCTS INC 12243 BRANFORD STREET CA SUN VALLEY $691 691.80
CUST. TOTAL... 691 691.80
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #70
S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
84353 ITT TEVES AMERICA 111 W LOVERS LANE VA CULPEPER $945 $945.01
CUST. TOTAL.... 945 945.01
89142 ITTC P O BOX 750 NY PLATTSBURGH $13,431 $9,366 $5,033 $27,831.42
CUST. TOTAL.... 13,431 9,366 5,033 27,831.42
89058 ITW DEVCON 36 ENIDCOTT ST MA DANVERS $82 $247 $330.00
CUST. TOTAL.... 82 247 330.00
72359 IVAX INDUSTRIES 12 FACTORY LANE NJ MIDDLESEX $495 $110 $605.00
CUST. TOTAL.... 495 110 605.00
53831 IVEX CORPORATION 218 CLEVELAND STREET OH CHARGIN FALLS $1,036 $1,036.00
CUST. TOTAL.... 1,036 1,036.00
74969 IZUMI CORPORATION COUNTRY RD 101 NY YAPHANK $14,559 $12,349 $11,935 $38,843.97
CUST. TOTAL.... 14,559 12,349 11,935 38,843.97
42240 J & L SPCIALTY PRODUCTS P O BOX 3373 PA PITTSBURGH $82 $151 $233.75
CUST. TOTAL.... 82 151 233.75
07342 J B EURELL COMPANY 45 WEST SCOTTDALE ROAD PA LANSDOWNE $920 $920.00
CUST. TOTAL.... 920 920.00
06949 J L PRESCOTT COMPANY 16750 S VINCENNES ROAD IL S HOLLAND $488 $488.00
CUST. TOTAL.... 488 488.00
86356 J M HUBER CORPORATION P O BOX P TN ETOWAH $11,000 $6,600 $4,400 $22,000.00
CUST. TOTAL.... 11,000 6,600 4,400 22,000.00
51309 J R SIMPLOT COMPANY 16777 SO HOWLAND AVENUE CA LATHROP $358 $358.91
CUST. TOTAL.... 358 358.91
88024 J R STERLING SERVICE CO 7550 SANTA FE DRIVE IL HODGKINS $550 $550.00
CUST. TOTAL.... 550 550.00
62498 J T BAKER CHEMICAL CO 1223 GROVE ROAD PA PITTSBURGH $50- $50.34-
CUST. TOTAL.... 50- 50.34-
06300 J T BAKER INC 600 N BROAD NJ PHILLIPSBURG $28,188 $7,388 $4,916 $14- $40,479.32
CUST. TOTAL.... 28,188 7,388 4,916 14- 40,479.32
90241 JACKSON CHEMICAL P O BOX 616 NJ LIVINGSTON $1,690 $1,690.31
CUST. TOTAL.... 1,690 1,690.31
78804 JACKSON IND UNIFORM SERV 240 MITCHELL AVE MS JACKSON $48 $48.00
CUST. TOTAL.... 48 48.00
90099 JAMES RIVER CORPORATION 2101 WILLIAMS ST CA SAN LEANDRO $1,008 $1,006.80
63383 JAMES RIVER CORPORATION PO BOX 218 LA ST FRANCISVILL $1,373 $1,372.50
04439 JAMES RIVER CORPORATION 100 ISLAND AVE MI PARCHMENT $8,341 $8,341.81
69250 JAMES RIVER CORPORATION FRENCH TOWN ROAD NJ MILFORD $655 $655.00
CUST. TOTAL.... 10,003 1,372 11,376.11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #71
S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
59215 JAMESTOWN PLYWOOD 34 STEEL STREET NY JAMESTOWN $110 $110.00
CUST. TOTAL.... 110 110.00
03407 JEEP CORPORATION 940 NORTH COVE BOULEVARD OH TOLEDO $27 $27.50
CUST. TOTAL.... 27 27.50
09674 JET PLASTICA 1100 SWAB RD PA HATFIELD $110 $110.00
CUST. TOTAL.... 110 110.00
00209 JETCO CHEMICAL INC E HWY 31 TX CORSICANA $40 $40.00
CUST. TOTAL.... 40 40.00
23550 JOHN C DOLPH NEW ROAD NJ MONMOUTH JCT $82 $140 $223.00
CUST. TOTAL.... 82 140 223.00
64698 JOHN DEERE & COMPANY VINE & MADISON IA OTTUMWA $2,642 $2,642.50
CUST. TOTAL.... 2,642 2,642.50
38640 JOHN R HESS & SONS INC P O BOX 3615 RI CRANSTON $1,411 $37 $1,448.50
CUST. TOTAL.... 1,411 37 1,448.50
87308 JOHNSON & JOHNSON 50 GEORGE STREET NJ N BRUCSWICK $5,778 $9,032- $3254.50-
86235 JOHNSON & JOHNSON P O BOX 217 NJ SKILLMAN $18,212 $14,667- $3,545.50
CUST. TOTAL.... 18,212 5,778 23,699- 291.00
84251 JOHNSON & JOHNSON INC 7101 NOTRE-DAME EST PQ MONTREAL $2,876 $2,876.10
CUST. TOTAL.... 2,876 2,876.10
82710 JONHSON CONTROLS INC 2525 NORTH SIXTH STREET IN VINCENNES $137 $137.50
60952 JONHSON CONTROLS INC P O BOX 116 ON ORANGEVILLE $27 $220 $247.50
77024 JONHSON CONTROLS INC 1890 MINES ROAD TN PULASKI $27 $27.50
CUST. TOTAL.... 55 357 412.50
39530 JOHNSON CONTROLS LTD 100 TOWNLINE ROAD ON TILLSONBURG $135 $135.00
CUST. TOTAL.... 135 135.00
82015 JOHNSON MERCHANTILE CO FRONT STREET NC HAMILTON $150 $150.00
CUST. TOTAL.... 150 150.00
65974 JONES CHEMICAL COMPANY 520 W TENTH AVE LA RESERVE $1,629 $1,629.84
42340 JONES CHEMICAL COMPANY 2500 VANDERHOOF RD OH BARBERTON $414 $100 $100 $425 $1,039.80
CUST. TOTAL.... 414 100 100 2,054 2,669.64
52161 JONES HAMILTON P O BOX 464 CA NEWARK $12,443 $1,033 $13,476.90
CUST. TOTAL.... 12,443 1,033 13,476.90
56287 JONES PLASTIC & ENGINEER 2410 PLANTSIDE DRIVE KY JEFFERSONTOWN $1,782 $238 $1,100 $3,121.10
CUST. TOTAL.... 1,782 238 1,100 3,121.10
61039 JUAN B CARRANZA 109 FLETCHA LANE TX LAREDO $140 $140.00
CUST. TOTAL.... 140 140.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #72
S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
89600 JUAN DURAN FWG 1650 CENTRAL AVE TX BROWNSVILLE $900 $900.00
CUST. TOTAL.... 900 900.00
55140 K & D INDUSTRIAL CLEANER 2962 VENTURE DR MI MIDLAND $478 $505 $983.50
CUST. TOTAL.... 478 505 983.50
88345 K & S INDUSTIRES LTD P O BOX 297 CT GEORGETOWN $1,634 $1,634.00
CUST. TOTAL.... 1,634 1,634.00
10348 K CHEMICAL CORPORATION 1200 SUMMER STREET CT STAMFORD $1920- $1920.00-
CUST. TOTAL.... $1920- 1920.00-
67280 K J QUINN & COMPANY 135 FOLLY MILL ROAD NH SEABROOK $247 $247.50
CUST. TOTAL.... 247 247.50
79493 KAISER ALUMINUM & CHEM INTERNATIONAL BIILING ON LA GRAMERCY $5,040 $5,040.00
52250 KAISER ALUMINUM & CHEM P O BOX 15108 WA SPOKANE $4,196 $4,196.92
CUST. TOTAL.... 9,236 9,236.92
13462 KALAM CHEMICAL INC 1296 N W 3RD STREET WA KALAMA $45- $45.00-
CUST. TOTAL.... 45- 45.00-
80324 KALAMA INTERNATIONAL 1200 SMITH SUITE 1111 TX HOUSTON $737 $737.50
CUST. TOTAL.... 737 737.50
79107 KANEMATSU-GOSHO USA INC 114 WEST 47TH ST 23RD FL NY NEW YORK $3,109 $3,109.00
CUST. TOTAL.... 3,109 3,109.00
89366 KARLSHAMNS USA INC P O BOX 1025 NJ HARRISON $131 $131.30
CUST. TOTAL.... 131 131.30
81105 KELMAR 5210 HOVIS RD NC CHARLOTTE $82 $82.50
CUST. TOTAL.... 82 82.50
56091 KEMIRA INC P O BOX 845 FL ATLANTIC BEACH $1,788 $1,181 $2,970.86
CUST. TOTAL.... 1,788 1,181 2,970.86
05241 KEMIRA INCORPORATED P O BOX 368 GA SAVANNAH $1,982 $1,982.30
CUST. TOTAL.... 1,982 1,982.30
66401 KEMTEC INC 11001 ST CATHERINES ST E PQ MONTREAL $36,406 $36,406.78
CUST. TOTAL.... 36,406 36,406.78
59104 KENSIGTON CORPORATION P O BOX 663 CT MADSION $526 $526 $11,746 $12,800.37
64942 KENSIGTON CORPORATION C/O ARGUS CHEMICAL CORP NY BROOKLYN $104 $104.00
CUST. TOTAL.... 526 526 1,850 12,904.37
15466 KERR MC GEE CHEMICAL COR P O BOX 25861 OK OKLAHOMA CITY $2,720 $2,720.00
CUST. TOTAL.... 2,720 2,720.00
89348 KIMBERLY CLARK CORP 58 PICKETT DISTRICT RD CT NEW MILFORD $4,615 $493 $5,108.63
10036 KIMBERLY CLARK CORP GREY LOCK STREE MA LEE $192 $192.50
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 73
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
42695 KIMBERLY CLARK CORP EAST MUNISING AVE MI MUNISING $80 $40 $120.00
43320 KIMBERLY CLARK CORP MAIN STREET NJ SPOTSWOOD $177 $177.61
76895 KIMBERLY CLARK CORP 1111 HENRY STREET WI NEENAH $115 $115.00
CUST. TOTAL... 4,695 533 177 307 5,713.74
63833 KIMBERLY-CLARK CORP P O BOX 370 OH TROY $27 $27.50
CUST. TOTAL... 27 27.50
60688 KING FINISHING P O BOX 480 GA STATESBORO $909 $909.30
CUST. TOTAL... 909 909.30
84232 KINGS LABORATORY P O BOX 120 SC BLYTHEWOOD $110 $110.00
CUST. TOTAL... 110 110.00
51494 KIWI BRANDS INC 447 OLD SWEDE RD PA DOUGLASSVILLE $1,391 $1,391.50
CUST. TOTAL... 1,391 1,391.50
83229 KLAMATH DOORS 3305 LAKEPORT BLVD OR KLAMATH FALLS $1,548 $1,548.60
CUST. TOTAL... 1,548 1,548.60
43450 KLEEN BRITE LABORATORIES P O BOX 20408 NY ROCHESTER $11,266 $11,255.50
CUST. TOTAL... 11,266 11,266.50
06118 KMCO INCORPORATED 16503 RAMSEY ROAD TX CROSBY $100 $100.00
CUST. TOTAL... 100 100.00
86891 KOCH MATERIALS CO 10100 BROWER ROAS OH NORTH BEND $3,811 $3,811.68
CUST. TOTAL... 3,811 3,811.68
78465 KOCH MATERIALS COMPANY 1305 E GRAND RIVER MI HOWELL $1,645- $1,645.70-
78993 KOCH MATERIALS COMPANY P O BOX 27327 MO SAINT LOUIS $1,105 $1,105.00
CUST. TOTAL... 1,105 1,645- 540.70-
02714 KOCH SERVICE INC P O BOX 10347 TX CORPUS CHRISTI $192 $192.50
CUST. TOTAL... 192 192.50
57643 KOCH SULFUR PRODUCTS P O BOX 2256 KS WICHITA $511 $511.74
CUST. TOTAL... 511 511.74
57980 KOHLER COMPANY 444 HIGHLAND DRIVE WI KOHLER $55 $55.00
CUST. TOTAL... 55 55.00
83780 KOKOKU STEEL CORP P O BOX 357 IN SCOTTSBURG $55 $55.00
CUST. TOTAL... 55 55.00
08997 KOLMAR LABORATORIES INC SKYLINE DRIVE NY PORT JERVIS $26 $26.26
CUST. TOTAL... 26 26.26
09649 KOPPERS INDUSTRIES INC 3900 SOUTH LARAMIE STREE IL CICERO $55 $55.00
86667 KOPPERS INDUSTRIES INC P O BOX 1230 IL LANSING $83,885 $6,694 $1,753 $16,455 $108,788.73
77479 KOPPERS INDUSTRIES INC P O BOX 3485 NH NASHUA $2,059 $2,059.20
44440 KOPPERS INDUSTRIES INC P O BOX 665 WV FOLLANSBEE $172,460 $8,870 $11,985 $7,912 $201,229.30
CUST. TOTAL... 256,401 15,564 13,739 26,426 312,132.23
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 74
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
82602 KOST GROUP 12141 PAULMEADOWS RD OH CINCINNATI $50 $50.00
CUST. TOTAL... 50 50.00
05311 KRACO ENTERPRISES INC 505 E EUCLID AVENUE CA COMPTON $302 $302.50
CUST. TOTAL... 302 302.50
84427 KRAFT GENERAL FOODS 342 GRANT STREET PA CHAMBERSBURG $82 $82.50
CUST. TOTAL... 82 82.50
25139 KRAFT INC DAIRY GROUP 261 DELAWARE STREET NY WALTON $385 $385.00
CUST. TOTAL... 385 385.00
44650 KRAMER CHEMICAL P O BOX 1299 NJ CLIFTON $2,427 $1,495 $3,283 $7,206.36
CUST. TOTAL... 2,427 1,495 3,283 7,206.36
83829 KRONOS P O BOX 70 LA WESTLAKE $630 $630.00
CUST. TOTAL... 630 630.00
23462 KRONOS CANADA INC 4 PLACE VILLE MARIE PO MONTREAL $11,446 $775 $262 $12,484.65
CUST. TOTAL... 11,446 775 262 12,484.65
88282 KRONOS, INC. C/O BROUSSAND & ASSOCIAT TX HOUSTON $2,772 $2,772.60
CUST. TOTAL... 2,772 2,772.60
86952 KROPP FORGE DIVISION ANADITE IL CICERO $518 $518 $1,036 $2,046 $4,118.00
CUST. TOTAL... 518 518 1,036 2,046 4,118.00
82808 KY TN CLAY COMPANY P O BOX 160 MS CRENSHAW $110 $110.00
CUST. TOTAL... 110 110.00
76980 KYSOR NEEDHAM 4201 JANADA TX FORT WORTH $100 $100.00
CUST. TOTAL... 100 100.00
89935 KYZEN CORPORATION 413 HARDING IND DR TN NASHVILLE $1,075 $1,075.77
CUST. TOTAL... 1,075 1,075.77
13446 L & F PRODUCTS 225 SUMMITT AVENUE NJ MONTVALE $27 $27.50
CUST. TOTAL... 27 27.50
71090 L B RUSSELL CHEMICAL CO 14-33 31ST AVENUE NY LONG ISLAND CY $1,713 $1,713.00
CUST. TOTAL... 1,713 1,713.00
64659 L C I LAY-CEE INC 1448 MCCARTER HWY NJ NEWARK $7,034 $7,034.00
CUST. TOTAL... 7,034 7,034.00
23715 L C I LIMITED 415 PABLO AVENUE NORTH FL JACKSONVILLE $8,576 $371 $8,947.50
CUST. TOTAL... 8,576 371 8,947.50
16698 L C P CHEMICALS P O BOX 1558 GA BRUNSWICK $480 $480.65
64936 L C P CHEMICALS RIVER ROAD ME ORRINGTON $3,610 $3,610.20
83055 L C P CHEMICALS RIVER ROAD ME ORRINGTON $1,044 $1,044.00
14640 L C P CHEMICALS P O BOX 98 NY SOLVAY $27,320 $27,320.93
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 75
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
83052 L C P CHEMICALS P O BOX 98 NY SOLVAY $1,291 $1,791 $1,642 $21,139 $25,865.36
CUST. TOTAL... 1,291 1,791 1,642 53,595 58,321.14
84350 L M R P O BOX 126 LA GEISMAR $11,545 $11,545.00
CUST. TOTAL... 11,545 11,545.00
89208 LA FARGE CORPORATION 5160 MAIN STREET PA WHITEHALL $36- $36.26-
CUST. TOTAL... 36- 36.26-
85270 LA ROCHE INDUSTRIES 1726 TOTAL STREET NC CHARLOTTE $495 $495.59
10803 LA ROCHE INDUSTRIES P O BOX 1629 NJ S HACKENSACK $1,712 $2,097 $3,810.20
CUST. TOTAL... 1,712 2,593 4,305.79
10201 LABBCO INCORPORATED 2903 DUPREE TX HOUSTON $893 $533 $1,426.31
CUST. TOTAL... 893 533 1,426.31
87200 LACLEDE STEEL 1 METROPOLITAN SQUARE MO SAINT LOUIS $12,637 $12,637.75
78214 LACLEDE STEEL 1175 HARBOR AVE TN MEMPHIS $223 $223.60
CUST. TOTAL... 12,861 12,861.35
85931 LACLEDE STEEL CO FAIRLESS PIPE PA FAIRLESS HILLS $1,983 $1,983.75
CUST. TOTAL... 1,983 1,983.75
66815 LAID LAW ENVIRONMENTAL LAUREL RIDGE RD LA WHITE CASTLE $535 $535.20
71453 LAID LAW ENVIRONMENTAL ROUTE 1 CLARK RD LA WHITE CASTLE $149 $149.63
78334 LAID LAW ENVIRONMENTAL P O BOX 321 SC ROEBUCK $700 $858 $1,558.50
CUST. TOTAL... 700 858 684 2,243.33
81697 LAIDLAW ENVIRONMENTAL SE 3300 CUMMINGS RD TN CHATTANODGA $137 $96 $55 $288.75
CUST. TOTAL... 137 96 55 288.75
65328 LAKE RIVER TERMINAL 5005 S HARLEM AVE IL BERWYN $275 $275.00
CUST. TOTAL... 275 275.00
89945 LALLEMAND INC 1620 RUE PREFONTAINE PO MONTREAL $294 $294.25
CUST. TOTAL... 294 294.25
57642 LAMSTEEL CORP ANDREWS AVENUE NORTH TN HARTSVILLE $1,492 $1,492.00
CUST. TOTAL... 1,492 1,492.00
C 75460 LAND-LINK TRAFFIC SERVIC 800 OCENA ROAD NJ POINT PLEASANT $2,341 $525 $1,160 $1,850 $5,876.50
CUST. TOTAL... 2,341 525 1,160 1,850 5,876.50
88801 LARRY E TYREE CO INC 208 RT 109 NY FARMINGDALE $3,255 $3,255.00
CUST. TOTAL... 3,255 3,255.00
89599 LARSON INTERMODAL P O BOX 45 TX GALENA PARK $60 $60.00
CUST. TOTAL... 60 60.00
61990 LAS VIRGENES WATER DIST 4232 LAS VIRGENES RD CA CALABASAS $416 $416.00
CUST. TOTAL... 416 416.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #76
S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
03621 LATICRETE INTERNATIONAL 1 LATICRETE PARK NORTH CT BETHANY $405 $405.00
CUST. TOTAL... 405 405.00
89497 LAUGHLIN TOWING 110 SAWYER AVE NY TONAWANDA $1,269 $1,269.00
CUST. TOTAL... 1,269 1,269.00
79998 LAVO LTEE 1800 RUE DE CHAMBLY PQ MONTREAL $257 $257.50
CUST. TOTAL... 257 257.50
05397 LAWRENCE MC FADDEN 7430 STATE ROAD PA PHILADELPHIA $746 $746.94
CUST. TOTAL... 746 746.94
79240 LE CHEM 12537 SCENIC HWY LA BATON ROUGE $40 $40.00
CUST. TOTAL... 40 40.00
54773 LE JO ENTERPRISES 2 LEE BLVD PA MALVERN $569 $569.98
CUST. TOTAL... 569 569.98
04703 LEA LUMBER & PLYWOOD ROUTE 3 BOX NC WINDSOR $55 $55.00
CUST. TOTAL... 55 55.00
MI DETROIT $208 $348 $884 $1,440.00
09166 LEAR SIEGLER INC 4600 NANCY AVENUE CUST. TOTAL... 208 348 884 1,440.00
76694 LEDERLE LABORATORIES 5100 POPLAR AVENUE TN MEMPHIS $236 $131 $367.64
CUST. TOTAL... 236 131 367.64
75384 LEHIGH MARBLE PA MACUNGIE $165 $165.00
CUST. TOTAL... 165 165.00
05741 LEHIGH PORTLAND CEMENT HOKE MILL RD & LEMON ST PA YORK $27 $27.50
CUST. TOTAL... 27 27.50
11029 LEN RON MFG COMPANY 350 SO SERVICE ROAD NY MELVILLLE $574 $657 $46 $1,277.50
CUST. TOTAL... 574 657 46 1,277.50
53502 LENAPE CHEMICALS INC 210 E HIGH ST NJ BOUND BROOK $9,859 $4,948 $187 $3,180 $18,175.34
CUST. TOTAL... 9,859 4,948 187 3,180 18,175.34
65847 LES TRANSPORTS PROVOST 7887 GRENACHE ST PQ VILLE D ANJOU $260 $260.00
CUST. TOTAL... 260 260.00
28412 LESCHACO INCORPORATED RTS 1 & 9 S & INTNL WAY NJ NEWARK $506- $506.00-
00615 LESCHACO INCORPORATED 8552 KATY FREEWAY/SUITE TX HOUSTON $2,381 $720 $2,860 $12,711 $18,673.81
74319 LESCHACO INCORPORATED 8552 KATY FREEWAY TX HOUSTON $332 $332.00
24869 LESCHACO INCORPORATED 5711 SOUTH LABURNUM AVE VA RICHMOND $287 $287.50
CUST. TOTAL... 2,381 720 2,860 12,825 18,787.31
89508 LETSOS COMPANY C/O BANK ONE TX HOUSTON $40 $40.00
CUST. TOTAL... 40 40.00
46580 LEVER BROTHERS COMPANY 1200 CALUMET AVENUE $247 $247.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #77
S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
44095 LEVER BROTHERS COMPANY 5300 HOLABIRD AVENUE MD BALTIMORE $2,750 $2,750.00
08147 LEVER BROTHERS COMPANY PO BOX 39 MO SAINT LOUIS $10,555 $735- $343 $10,164.43
CUST. TOTAL... 10,555 735- 3,341 13,161.93
56937 LEVER.DIV OF CANADA INC 1 SUNLIGHT PARK ROAD ON TORONTO $533 $533.75
CUST. TOTAL... 533 533.75
28608 LIBERTY SOLVENTS & CHEM 9429 RAVENNA ROAD OH TWINSBURG $445 $445.00
CUST. TOTAL... 445 445.00
81775 LIGNOTECH U. S. INC WI ROTHCHILD $275 $275.00
CUST. TOTAL... 275 275.00
87696 LILLY IND COATINGS INC 456 W ABBOTT ST IN INDIANAPOLIS $2,891 $2,891.50
CUST. TOTAL... 2,891 2,891.50
85431 LILLY INDUSTRIES INC 65 DUKE ST ON LONDON $82 $82.50
CUST. TOTAL... 82 82.50
C 86461 LINDALE MANUFACTURING PARK AVENUE GA LINDALE $3,227.00
CUST. TOTAL... 3,227.00
89893 LINDE GAS CT SUFFIELD $24 $24.68
CUST. TOTAL... 24 24.68
06425 LION OIL COMPANY 1000 MCHENRY AVENUE AR EL DORADO $1,465 $210 $1,675.81
CUST. TOTAL... 1,465 210 1,675.81
84539 LIQUID CARBONIC CDRP INDUSTRIAL MEDICAL CORP MA TEWKSBURY $6,492 $6,492.97
22738 LIQUID CARBONIC CDRP 145 SHIMERSVILLE RD PA BETHLEHEM $5,752 $5,752.50
86934 LIQUID CARBONIC CDRP 416 CENTRE ST PA STOCKERTOWN $111 $890 $1,001.63
CUST. TOTAL... 12,356 890 13,247.10
51103 LIQUID TRANSPORTERS INC PO BOX 1649 KY ASHLAND $1,535 $1,535.98
25743 LIGUIS TRANSPORTERS INC 1622 PARKER DRIVE NC CHARLOTTE $461 $461.00
CUST. TOTAL... 1,996 1,996.98
07230 LOGAN ALUMINUM U S HWY 431 KY ASHLAND $24 $1,535 $1,535.98
NC CHARLOTTE 24 $461 $461.00
CUST. TOTAL... 1,996 1996.98
89678 LOGISTICS MANAGEMENT SYS COLDBROOK ROAD ME BANGOR $150 $600 $750.00
CUST.TOTAL... 150 600 750.00
80639 LOMAS INTERNATIONAL 600 GUY PAINE ROAD GA MACON $300 $300.00
CUST. TOTAL... 300 300.00
84818 LONG ISLAND LIGHTING CO INTERNATIONAL BILLING ON NY NORTHPORT $750 $750.00
CUST. TOTAL... 750 750.00
04691 LONG ISLAND PAINT & CHEM 1 CONTINENTAL HILL NY GLENN COVE $125 $125.00
CUST. TOTAL... 125 125.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #78
S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
44725 LONZA INC PO BOX 105 IL MAPLETON $275 $1,594 $1,869.80
05534 LONZA INC 17-17 ROUTE 208 NJ FAIR LAWN $3,773 $945 $267 $4,986.26
10458 LONZA INC PO BOX 4006 NJ METUCHEN $1,217 $488 $1,705.83
34820 LONZA INC 3500 TRENTON AVE PA WILLIAMSPORT $110 $110.00
CUST. TOTAL... 5,375 945 2,351 8,671.89
65202 LOPEZ I HIJOS PA LIONVILLE $100 $100.00
CUST. TOTAL... 100 100.00
44765 LORD CORPORATION PO BOX 556 PA SAEGERTOWN $55 $55.00
CUST. TOTAL... 55 55.00
54643 LOUISIANA PACIFIC STATION ROAD ME NEW LIMERICK $48 $48.00
CUST. TOTAL... 48 48.00
11971 LOXCREEN CORPORATION PO BOX 29 NC ROXBORO $27 $27.50
CUST. TOTAL... 27 27.50
00116 LIV STEEL COMPANY PO BOX 30382 OH CLEVELAND $412 $412.50
41915 LIV STEEL COMPANY ALIQUIPPA WORKS PA ALIQUIPPA $1,621 $1,621.00
54077 LIV STEEL COMPANY 4650 SECOND STREET PA PITTSBURGH $27 $82 $110.00
CUST. TOTAL... 1,648 495 2,143.50
03069 LUBRICATING SPECIALTIES 8015 PARAMOUNT BLVD CA PICO RIVERA $10,718 $10,718.15
CUST. TOTAL... 10,718 10,718.15
00924 LUBRIZOL CORPORATION PO BOX 30382 OH CLEVELAND $276 $276.00
26669 LUBRIZOL CORPORATION 155 FREEDOM RD OH PAINESVILLE $1,127 $100 $1,227.50
10037 LUBRIZOL CORPORATION 5800 THOROLD STONE RD ON NIAGARA FALLS $1,035 $41,035.23
47580 LUBRIZOL CORPORATION PO BOX 158 TX DEER PARK $82 $82.50
CUST. TOTAL... 1,210 1,035 376 2,621.23
05920 LUDLOW CORPORATION 2100 COMMERCE DRIVE OH FREMONT $390 $390.00
CUST. TOTAL... 390 390.00
47770 LYMAN PRINT & FINISHING ACCOUNTING DEPT SC LYMANN $705 $705.00
CUST. TOTAL... 705 705.00
78433 LYONDELL PETRO CHEM CO 8280 SHELDON RD TX CHANNELVIEW $227 $227.50
06319 LYONDELL PETRO CHEM CO PO BOX 802 TX HOUSTON $27 $27.50
69523 LYONDELL PETRO CHEM CO 12000 LAWNDALE AVE TX HOUSTON $2,912 $5,274 $8,186.70
CUST. TOTAL... 227 2,939 5,274 8,441.70
52850 M & M MARS HIGH STREET NJ HACKETTSTOWN $14,147 $646- $13,501.55
CUST. TOTAL... 14,147 646- 13,501.55
07446 M A BRUDER & SONS 52ND & GRAYS FERRY PA PHILADELPHIA $55 $55.00
CUST. TOTAL... 55 55.00
88025 M I DRILLING HALLIBRUTON RD & MCDERMO LA VENICE $8,061 $8,061.75
CUST. TOTAL... 8,061 8,061.75
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 79
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
16792 MI DRILLING FLUIDS COMP P O BOX 589 TX HOUSTON $5,077 $5,077.36
CUST TOTAL... 5,077 5,077.36
48140 M I HOLDINGS 223 WEST SIDE AVE NJ JERSEY CITY $960- $960.75-
CUST TOTAL... 960- 960.75-
46215 MAC DERMID INC 526 HUNTINGDON AVENUE CT WATERBURY $105 $105.04
CUST TOTAL... 105 105.04
58900 MAC TAC CANADA LTD 100 KENNEDY ROAD SOUTH ON BRAMPTON $460 $460.00
CUST TOTAL... 460 460.00
80195 MACK TRUCKING INC 7125 PRCHARD LAKE ROAD MI W BLOOMFIELD $3,332 $442 $3,774.84
CUST TOTAL... 3,332 442 3,774.84
75195 MACTAC 4560 DARROW ROAD OH STOW $330 $330.00
CUST TOTAL... 330 330.00
80139 MAERSK CONTAINER P O BOX 880 NJ MADISON $1,874 $1,874.64
CUST TOTAL... 1,874 1,874.64
77205 MAGNATEK ELECTRIC INC 400 S PRAIRIE AVE WI WAUKESHA $1,288 $1,288.05
CUST TOTAL... 1,288 1,288.05
90061 MAGNETEK ELECTRIC INC C/O PACIFIC GAS & ELEC CA FRENCH CAMP $1,270 $1,270.58
CUST TOTAL... 1,270 1,270.58
81287 MAINE PLASTICS INC OFF ROUTE 122 ME POLAND SPRING $467 $467.50
CUST TOTAL... 467 467.50
06785 MAJOR PAINT & VARNISH 4300 WEST 190TH STREET CA TORRANCE $165 $165.00
CUST TOTAL... 165 165.00
48090 MALCO PRODUCTS 361 FAIRVIEW AVE OH BARBERTON $803 $803.50
CUST TOTAL... 803 803.50
88734 MALETTE KRAFT PULP & PAP P O BOX 310 ON SMOOTH ROCK FA $5,031 $5,031.59
CUST TOTAL... 5,031 5,031.59
67288 MALLINCKRODT INC 3440 NORTH BROADWAY BLD MO SAINT LOUIS $5,349 $5,349.74
46485 MALLINCKRODT INC 8801 N BLVD NC RALEIGH $192 $192.50
06852 MALLINCKRODT INC 1707 GASKELL AVENUE PA ERIE $516 $516.50
CUST TOTAL... 6,058 6,058.74
08884 MANHATTAN PRODUCTS 333 STARKE ROAD NJ CARLSTADT $110 $55 $165.00
CUST TOTAL... 110 55 165.00
48400 MANLEY REGAN CHEMICAL P O BOX 391 PA MIDDLETOWN $46- $46.00-
CUST TOTAL... 46- 46.00-
48350 MANNINGTON MILLS INC P O BOX 30 NJ SALEM $27 $27.50
CUST TOTAL... 27 27.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 80
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
24368 MAPCO PETROLEUM INC 543 WEST MALLORY AVENUE TN MEMPHIS $425 $96 $521.45
CUST TOTAL... 425 96 521.45
10552 MARCAL PAPER MARKET STREET NJ ELMWOOD PARK $90 $494 $584.50
CUST TOTAL... 90 494 584.50
68221 MARCHEM PLASTICS 400 N MIAN STREET GA ADAIRSVILLE $55 $55.00
CUST TOTAL... 55 55.00
70464 MARSULEX 111 GORDON BAKER RD ON NORTH YORK $4,583 $1,606 $110 $244 $6,544.35
CUST TOTAL... 4,583 1,606 110 244 6,544.35
22667 MARTIN MARIETTA CORP SANDLAKE ROAD FL ORLANDO $75 $75.00
75119 MARTIN MARIETTA CORP P O BOX 4006 NJ METUCHEN $11,415 $1,276 $872- $11,818.84
CUST TOTAL... 11,415 1,276 797- 11,893.84
17586 MARTIN SURFACING & DECKI 2601 RIVER ROAD NJ CINNAMINSON $27 $2,437 $2,464.50
CUST TOTAL... 27 2,437 2,464.50
89480 MASON METALS P O BOX 38 IN SCHERERVILLE $192 $192.50
CUST TOTAL... 192 192.50
84153 MASONITE CORP P O BOX 99 ME LISBON FALLS $1,225 $1,225.89
CUST TOTAL... 1,225 1,225.89
47095 MASONITE CORPORATION P O BOX 311 PA TOWANDA $302 $208 $510.50
CUST TOTAL... 302 208 510.50
17251 MASTER BUILDERS 1810 NORTHWESTERN AVE IL GURNEE $3,650 $3,650.00
25245 MASTER BUILDERS 23700 CHAGRIN BLVD OH CLEVELAND $6,996 $6,996.00
CUST TOTAL... 10,646 10,646.00
78451 MASTERPAK SA DE CV S PLANTA REYPRINT MX MONTERREY $210- $210.00-
78453 MASTERPAK SA DE CV S PLANTA CELOREY MX MONTERREY NL $2,790 $2,790.00
78454 MASTERPAK SA DE CV S PLANTA PROPIREY MX MONTERREY NL $1,134 $1,134.70
12934 MASTERPAK SA DE CV S PLANTA CELOREY TX LAREDO $280 $280.00
57254 MASTERPAK SA DE CV S PLANTA REYPRINT TX LAREDO $810 $810.00
CUST TOTAL... 280 2,790 1,734 4,804.70
82649 MATCHLESS METALPOLISH 840 W 49TH PLACE IL CHICAGO $137 $137.50
CUST TOTAL... 137 137.50
88694 MATERIAL RESOURCES INC BOX 499 NY CLIFTON PARK $695 $695.00
CUST TOTAL... 695 695.00
54213 MATHCO CO 3855 E 78TH STREET OH CLEVELAND $451- $451.00-
CUST TOTAL... 451- 451.00-
16894 MATHIESON GAS CONALCO RD/BOX 321 TN NEW JOHMSONVIL $200 $600 $800.00
CUST TOTAL... 200 600 800.00
62372 MATLACK INC 22422 S ALAMEDA CA LONG BEACH $526 $558 $531 $52- $1,563.76
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JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 81
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
66424 MATLACK INC 2760 GOODRICK AVENUE CA RICHMOND $13,648 $6,517 $50 $20,216.91
64341 MATLACK INC 2200 CONCORD PIKE DE WILMINGTON $1,586 $1,586.60
CUST TOTAL... 14,175 7,075 531 1,584 23,367.27
82572 MATTEL INC 1775 SOUTH CARRILLO RD TX LAREDO 6,560 $2,920 $9,480.00
CUST TOTAL... 6,560 2,920 9,480.00
89067 MATYHY CONSTRUCTION 915 COMMERCIAL COURT WI ONALASKA $247 $247.50
CUST TOTAL... 247 247.50
77817 MAYCO OIL & CHEMICAL CO 775 LOUIS DR PA WARMINSTER $2,822 $6,473 $9,295.85
CUST TOTAL... 2,822 6,473 9,295.85
50060 MAYO CHEMICAL COMPANY 5544 OAKDALE ROAD SE GA SMYRNA $82 $82.50
CUST TOTAL... 82 82.50
60751 MAZDA MOTO MFG 1 MAZDA DRIVE MI FLAT ROCK $45- $45.00-
CUST TOTAL... 45- 45.00-
15903 MC DONNELL DOUGLAS CORP MC DONNEL BLVD MO HAZELWOOD $63 $63.00
CUST TOTAL... 63 63.00
62435 MC GRAW EDISON COMPANY 80 BURSON ST PA E STROUDSBURG $585 $585.77
CUST TOTAL... 585 585.77
11334 MC NEIL CPC CAMPHILL ROAD PA FORT WASHINGTO $5,886 $5,886.90
CUST TOTAL... 5,886 5,886.90
04588 MC WHORTER INC 400 E COTTAGE PLACE IL CARPENTERSVILL $27 $27.50
CUST TOTAL... 27 27.50
27286 MCCOLL FRONTENAC INC 1210 SHEPHARD AVE ON N YORK $183- $183.60-
CUST TOTAL... 183- 183.60-
12214 MCLAUGHLIN GORMLEY 8810 TENTH NORTH MN MINNEAPOLIS $2,911 $2,911.50
CUST TOTAL... 2,911 2,911.50
07973 MEAD COATED BOARD INC P O BOX 940 AL PHENIX CITY $375 $375.00
CUST TOTAL... 375 375.00
51000 MEAD CORPORATION P O BOX 2500 OH CHILLICOTHE $2,209 $125- $2,084.41
CUST TOTAL... 2,209 125- 2,084.41
71158 MEAD INK PRODUCTS 104 NATIONAL DRIVE AL ANNISTON $200 $200.00
CUST TOTAL... 200 200.00
82610 MEAD PRODUCTS MAIN ST & BARREE RD PA ALEXANDRIA $55 $55.00
CUST TOTAL... 55 55.00
08729 MEDINA FORWARDING COMPAN 488 REGAL ROAD TX BROWNSVILLE $650 $650.00
CUST TOTAL... 650 650.00
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<CAPTION>
JOB - RCPO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 82
S.C. CUST# C U S T O M E R A D D R E S S ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
73066 MEGALOID LABORATORIES 120 TRADERS BLVD EAST ON MISSISSAUGA $598 $598.00
CUST. TOTAL... 598 598.00
20593 MEIER STONE COMPANY RT 206 & GOLD MINE RD NJ FLANDERS $58 $58.50
CUST. TOTAL... 58 58.50
88082 MENNEN CO LTD 6400 NORTHWEST DRIVE ON MISSISSAUGA $27 $82 $110.00
CUST. TOTAL... 27 82 110.00
47525 MENNEN COMPANY P O BOX 2372 NJ MORRISTOWN $82 $82.50
CUST. TOTAL... 82 82.50
47525 MERCK & COMPANY INC 3517 RADIUM SPRINGS ROAD GA ALBANY $31,810 $31,810.94
77973 MERCK & COMPANY INC 555 ROUTE 1 SOUTH NJ ISELIN $123 $275 $137 $536.25
51490 MERCK & COMPANY INC P O BOX 2000 NJ RAHWAY $22,949 $18,395 $1,112 $42,456.56
82910 MERCK & COMPANY INC P O BOX 2000 NJ RAHWAY $2,160 $2,160.00
51500 MERCK & COMPANY INC RIVERSIDE PA DANVILLE $440 $192 $587 $1,220.00
51510 MERCK & COMPANY INC P O BOX 7 VA ELKTON $2,707 $2,707.60
CUST. TOTAL... 55,323 21,295 275 3,997 80,891.35
76774 MERICHEM COMPANY P O BOX 40777 AL TUSCALOOSA $2,432 $2,432.11
51460 MERICHEM COMPANY 1914 HADEN RD TX HOUSTON $55 $9,245 $302 $9,603.18
CUST. TOTAL... 55 11,677 302 12,305.29
85195 MERRAND INTERNATIONAL 187 BALLARD VALE STREET MA WILMINGTON $2,860 $479- $2,381.00
CUST. TOTAL... 2,860 $479- 2,381.00
89367 MET ELECTRIC TESTING CO 916 W PATAPSCO AVENUE MD BALTIMORE $610 $1,669 $2,279.25
CUST. TOTAL... 610 1,669 2,279.25
23126 METAL WORKING LUBRICANTS 25 SILVERDOME INDUSTRIAL MI PONTIAC $1,155 $1,045 $192 $3,858 $6,250.50
CUST. TOTAL... 1,155 1,045 192 3,858 6,250.50
51610 METALPLATE GALVANIZING I P O BOX 966 AL BIRMINGHAM $815- $815.32-
47665 METALPLATE GALVANIZING I 500 SELIG DRIVE S W GA ATLANTA $14,368 $3,592 $48 $18,008.00
CUST. TOTAL... 14,368 3,592 767- 17,192.68
00385 METROPOLITAN EDISON CO P O BOX 230 PA PORTLAND $427 $427.96
CUST. TOTAL... 427 427.96
87839 METROPOLITAN ENVIRONMENT ATTN ACCOUNTS PAYABLE OH CELINA $2,251 $2,251.67
CUST. TOTAL... 2,251 2,251.67
89947 MEUSCA & INTERNATIONAL F TX BROWNSVILLE $450 $450.00
CUST. TOTAL... 450 450.00
22441 MFG CHEMICAL & SUPPLY P O BOX 4359 GA DALTON $343 $343.75
CUST. TOTAL... 343 343.75
01667 MICHELIN TIRE AMERICAS S P O BOX 308 SC SANDY SPRINGS $99 $1,934 $2,033.99
CUST. TOTAL... 99 1,934 2,033.99
</TABLE>
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<CAPTION>
JOB - RCPO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 83
S.C. CUST# C U S T O M E R A D D R E S S ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
82896 MICHELIN TIRES 100 GRANTON ROAD NS GRANTON $407 $357 $765.00
CUST. TOTAL... 407 357 765.00
17987 MICHELMAN INC 9089 SHELL ROAD OH CINCINNATI $262 $262.50
CUST. TOTAL... 262 262.50
61463 MICHIGAN PAPERBOARD CO 79 E FOUNTAIN ST MI BATTLE CREEK $82 $426 $508.75
CUST. TOTAL... 82 426 508.75
89021 MID MONROE PETROLEUM CO P O BOX 1158 PA MARSHALLS CREE $3,100 $3,100.31
CUST. TOTAL... 3,100 3,100.31
11906 MID SOUTH WIRE COMPANY P O BOX 491 TN NASHVILLE $574 $574.87
CUST. TOTAL... 574 574.87
86127 MID STATE OIL COMPANY 1824 S MAIN ST NC LEXINGTON $950 $950.40
CUST. TOTAL... 950 950.40
14919 MID STATES CHEMICAL CO P O BOX 430 PA ALTOONA $6,876 $2,704 $9,581.38
CUST. TOTAL... 6,876 2,704 9,581.38
00459 MID-CONTINENT 8230 FORSYTH BLVD MO SAINT LOUIS $17,173 $117 $17,291.00
CUST. TOTAL... 17,173 117 17,291.00
51850 MIDDLETOWN ICE & COAL P O BOX 175 PA MIDDLETOWN $293 $880 $99 $1,273.08
CUST. TOTAL... 293 880 99 1,273.08
74334 MIDWEST INDUSTRIAL SUPPL P O BOX 8431 OH CANTON $27 $27.50
CUST. TOTAL... 27 27.50
86109 MIGUEL SALINAS FWG 3535 E 14TH ST TX BROWNSVILLE $900 $900.00
CUST. TOTAL... 900 900.00
74731 MIKI SANGYO 747 3RD AVE NY NEW YORK $1,764 $1,764.00
CUST. TOTAL... 1,764 1,764.00
09841 MILES INC MOBAY ROAD PA PITTSBURGH $202,912 $50,206 $12,058 $18,218 $283,395.81
53100 MILES INC MOBAY ROAD PA PITTSBURGH $644,657 $24,212 $5,152 $3,974 $677,997.61
15655 MILES INC P O BOX 10288 SC BUSHY PARK $2,473 $1,513 $3,987.25
52970 MILES INC 8500 WEST BAY RD TX BAYTOWN $69,479 $33,508 $1,760 $62,670 $167,417.00
77612 MILES INC 8500 WEST BAY RD TX BAYTOWN $10,891 $10,627 $5,408 $5,830 $33,057.97
85366 MILES INC 8500 WEST BAY RD TX BAYTOWN $53,885 $29,380 $83,265.50
48455 MILES INC RT 2 WV NATRIUM $790 $165 $955.00
CUST. TOTAL... 984,299 149,448 25,469 90,858 1,250,075.64
00570 MILLER BREWING COMPANY CORDELE ROAD GA ALBANY $137 $137.50
CUST. TOTAL... 137 137.50
02798 MILLER PLUMBING & HEATIN 114 CHURCH STREET PA WHITE HAVEN $454 $454.50
CUST. TOTAL... 454 454.50
52550 MILLIKEN & COMPANY P O BOX 817 SC INMAN $1,800 $1,714 $3,539 $7,054.08
CUST. TOTAL... 1,800 1,714 3,539 7,054.08
</TABLE>
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<TABLE>
<CAPTION>
JOB - RCPO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 84
S.C. CUST# C U S T O M E R A D D R E S S ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
65448 MILPARK DRILLING P O BOX 22111 TX HOUSTON $577 $577.50
CUST. TOTAL... 577 577.50
85621 MILTON PLASTICS 82 DARLING STREET MA SPRINGFIELD $1,409 1,409.50
CUST. TOTAL... 1,409 1,409.50
88817 MINCHEM CANADA LTD 460 WYECROFT ON OAKVILLE $462 $462.00
CUST. TOTAL... 462 462.00
01709 MINE SAFETY APPLIANCE R D 2 PA EVANS CITY $27 $27.50
CUST. TOTAL... 27 27.50
75341 MINNESOTA MINING & MFG C HWY 78 E AL GUIN $45 $45.00
52690 MINNESOTA MINING & MFG C HWY 84 NORTH IL CORDOVA $110 $110.00
14354 MINNESOTA MINING & MFG C COUNTY ROAD & HWY 61 S MN COTTAGE GROVE $82 $82.50
33580 MINNESOTA MINING & MFG C 305 SAWYER AV/O-CEL-O PL NY TONAWANDA $100 $100.00
CUST. TOTAL... 237 100 337.50
50156 MISCO PRODUCTS CORPORATI RD #9 BOX 9155 PA READING $1,768 $1,768.25
CUST. TOTAL... 1,768 1,768.25
78684 MISTRAL TRADE CORPORATIO 1502 AUGUSTA DRIVE TX HOUSTON $560 $560.00
CUST. TOTAL... 560 560.00
73651 MITSUI OSK LINES HARBOR SIDE FINANCIAL CE NJ JERSEY CITY $3,266 3,266.60
CUST. TOTAL... 3,266 3,266.60
05589 MOBIL CHEMICAL CORP 495 LORDSHIP BLVD CT STRATFORD $514 $4,692 $5,206.94
69108 MOBIL CHEMICAL CORP P O BOX 2295 TX BEAUMONT $440 $27 $467.50
CUST. TOTAL... 954 27 4,692 5,674.44
66903 MOBIL CHEMICAL CORPORATION CHEMICAL PRODUCTS DIVISI NJ EDISON $2,193 $990 $7,117 $3,334 $13,635.25
89568 MOBIL CHEMICAL CORPORATION P O BOX 2295 NJ EDISON $3,982 $3,982.50
CUST. TOTAL... 2,193 4,972 7,117 3,334 $17,617.75
27679 MOBIL CHEMICAL CORPORATION P O BOX 58863 CA LOS ANGELES $1,163 $1,163.40
71649 MOBIL CHEMICAL CORPORATION OLD RIVER RD LA CHALMETTE $265 $137 $249 $651.50
67515 MOBIL CHEMICAL CORPORATION 580 CHELSEA ST MA BOSTON $4,545 $4,545.50
75490 MOBIL CHEMICAL CORPORATION 1001 BILLINGSPORT RD NJ PAULSBORO $884 $30 $3,684 $4,598.04
15086 MOBIL CHEMICAL CORPORATION P O BOX 839 PA VALLEY FORGE $4,787 $8,062 $592 $889 $14,331.59
75330 MOBIL CHEMICAL CORPORATION P O BOX 3311* TX BEAUMONT $4,436 $4,436.40
57068 MOBIL CHEMICAL CORPORATION 3225 GALLOWS ROAD VA FAIRFAX $2,194 $2,194.00
CUST. TOTAL... 8,130 12,745 622 10,421 31,920.43
61224 MOBIL PROCESS TECHNOLOGY 2070 AIRWAYS BOULEVARD TN MEMPHIS $1,801 $1,801.60
CUST. TOTAL... 1,801 1,801.60
64003 MOBIL RESEARCH CENTER 1001 BILLINGS PORT RD NJ PAULSBORO $173 $173.25
CUST. TOTAL... 173 173.25
89456 MOCK ROUSOURCES 5 PARK PLAZA CA IRVINE $1,294 $1,294.00
CUST. TOTAL... 1,294 1,294.00
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 85
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
86940 MODERN TOOL & DYE 5389 WEST 130TH ST OH CLEVELAND $1,952 $1,941 $3,893.56
CUST. TOTAL .... 1,952 1,941 3,893.56
75363 MONA INDUSTRIES 445 ROUTE 304 NY BARDONIA $27 $333 $361.00
CUST. TOTAL .... 27 333 361.00
57957 MONONGAHELA POWER COMPAN 1310 FAIRMONT AVE WV FAIRMONT $8,376 $8,379.11
CUST. TOTAL .... 8,376 8,379.11
74268 MONROE AUTO EQUIPMENT P O BOX 1230 IL LANSING $1,444 $32 $1,476.60
CUST. TOTAL .... 1,444 32 1,476.60
49335 MONSANTO CANADA INC 425 ST PATRICK STREET PQ LA SALLE $55 $357 $3,048 $3,460.51
CUST. TOTAL .... 55 357 3,048 3,460.51
85038 MONSANTO CHEMICAL COMPAN P O BOX 14307 MO SAINT LOUIS $400- $400.00-
CUST. TOTAL .... 400- 400.00-
53880 MONSANTO COMPANY 300 BIRMINGHAM HWY AL ANNISTON $714 $714.75
90014 MONSANTO COMPANY 300 BIRMINGHAM HWY AL ANNISTON $12,627 $12,627.17
53610 MONSANTO COMPANY COURTLAND HIGHWAY AL DECATUR $4,511 $1,097 $5,609.34
03310 MONSANTO COMPANY 1778 MONSANTO WAY CA MARTINEZ $82 $82.50
15016 MONSANTO COMPANY 1610 MARVIN GRIFFIN RD GA AUGUSTA $865 $27- $837.50
53800 MONSANTO COMPANY HIGHWAY 18 RIVER RD --- LA LULING $4,300 $25 $4,325.48
07939 MONSANTO COMPANY 200 SHENANOGAH ST MO SAINT LOUIS $27 $247- $220.00-
53490 MONSANTO COMPANY P O BOX 17627 MO SAINT LOUIS $79,620 $9,212 $1,204 $6,864 $96,902.39
58407 MONSANTO COMPANY P O BOX 14307 MO SAINT LOUIS $4,477 $792 $825 $6,094.70
63354 MONSANTO COMPANY 8201 IDAHO AVE MO SAINT LOUIS $556 $556.00
78586 MONSANTO COMPANY 800 N LINDBERGH BLVD MO SAINT LOUIS $453 $450 $112- $790.65
82790 MONSANTO COMPANY 800 N LINDBERGH BLVD MO SAINT LOUIS $5,060 $257 $5,318.50
89567 MONSANTO COMPANY P O BOX 14309 MO SAINT LOUIS $5,050 $5,050.00
04651 MONSANTO COMPANY P O BOX 2307 NC FAYETTEVILLE $55 $55.00
86361 MONSANTO COMPANY POWELL DUFFRYN TERMINALS NJ BAYONNE $55- $55.00-
53470 MONSANTO COMPANY DELAWARE RIVER PLANT NJ BRIDGEPORT $283 $26 $309.00
82950 MONSANTO COMPANY 52 OREGON AVENUE PA PHILADELPHIA $55 $130 $137 $322.50
53530 MONSANTO COMPANY FR ROAD 2917 TX ALVIN $3,697 $3,697.39
53520 MONSANTO COMPANY 1 MONSANTO ROAD WV NITRO $3,652 $197 $178 $4,028.37
CUST. TOTAL .... 124,535 12,718 1,203 8,588 147,046.24
72565 MONSEY PRODUCTS COMPANY 430 HUDSON RIVER ROAD NY WATERFORD $1,037 $1,307.00
49405 MONSEY PRODUCTS COMPANY P O BOX 368 PA KIMBERTON $2,482 $2,482.79
CUST. TOTAL .... 3,519 3,519.79
87131 MONTGOMERY INTERMODAL 71 W UWCHLAN AVE PA EXTON $79 $79.00
CUST. TOTAL .... 79 79.00
54110 MONTGOMERY TANK LINES 3108 CENTRAL DRIVE FL PLANT CITY $781- $781.33-
CUST. TOTAL .... 781- 781.33-
89830 MOORE ASPHALT CO P O BOX 173 TX TYLER $80 $80.00
CUST. TOTAL .... 80 80.00
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 86
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
08873 MORTON CHEMICAL COMPANY 430 FINDLEY AVENUE ON AJAX $3,480 $1,319 $4,799.44
CUST. TOTAL .... 3,480 1,319 4,799.44
06674 MORTON INT'L SPECIALITY 2700 EAST 170TH STREET IL LANSING $777 $777.68
66373 MORTON INT'L SPECIALITY 560 W WASHINGTON BLVD IL CHICAGO $1,989 $1,989.60
83338 MORTON INT'L SPECIALITY 5724 ELSER FERRY ROAD MS PASCAGOULA $605 $605.00
69124 MORTON INT'L SPECIALITY 137 FOLLY MILL RD NH SEABROOK $55 $55.00
CUST. TOTAL .... 2,767 55 605 3,427.28
80014 MORTON INTERNATIONAL 1430 JERSEY AVENUE NJ NORTH BRUNSWIC $651 $651.02
54207 MORTON INTERNATIONAL 333 MC LEAN BLVD NJ PATERSON $471 $334 $1,290 $2,095.50
CUST. TOTAL .... 1,122 334 1,290 2,746.52
54250 MORTON SALT COMPANY 44 RIBAUD AVENUE E NY SILVER SPRINGS $110- $110.00-
CUST. TOTAL .... 110- 110.00-
75129 MORTON THIOKOL 2000 WEST STREET OH CINCINNATI $192 $192.50
CUST. TOTAL .... 192 192.50
83739 MOTOR OILS LTD 7601 WEST 47TH ST IL MCCOOK $825 $825.00
CUST. TOTAL .... 825 825.00
71920 MOUNT CLEMENS COATING IN 400 GROESBECK HIGHWAY MI MOUNT CLEMENS $22- $22.68-
CUST. TOTAL .... 22- 22.68-
00286 MOZEL CHEMICAL 4003 PARK AVENUE MO SAINT LOUIS $220 $220.00
CUST. TOTAL .... 220 220.00
69835 MTM HARDWICKE INC 2114 LARRY JEFFERS ROAD SC ELGIN $475 $475.00
CUST. TOTAL .... 475 475.00
80113 MULTI CHEM INC 1205 AMPERE PQ BOUCHERVILLE $14,573 $5,557 $819 $2,521 $23,471.78
CUST. TOTAL .... 14,573 5,557 819 2,521 23,471.78
83865 MULTI-CHEMICAL PROD INC 10880 POPULAR AVE CA FONTANTA $45 $90 $135.00
CUST. TOTAL .... 45 90 135.00
77692 MULTICHEM INC PQ VALLEYFIELD $556 $556.40
CUST. TOTAL .... 556 556.40
60602 MURPHY OIL USA INC 2500 ST BERNARD WAY LA MERAUX $1,020 $1,020.00
CUST. TOTAL .... 1,020 1,020.00
79365 N R G BARRIERS 1215 W DAVEY ST IN BREMEN $27 $27.50
66194 N R G BARRIERS 15 LUND ROAD ME SACO $1,737 $1,737.50
CUST. TOTAL .... 1,765 1,765.00
86527 N W L TRANSFORMERS INC P O BOX 1259 NJ SOMERVILLE $2,412 $2,412.64
CUST. TOTAL .... 2,412 2,412.64
55480 NABISCO INCORPORATED 2211 ROUTE 208 NJ FAIRLAWN $13,455 $556 $14,011.90
CUST. TOTAL .... 13,455 556 14,011.90
</TABLE>
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<TABLE>
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JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 87
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
84398 NACAN PRODUCTS 60 WEST AVENUE ON BRAMPTON $220 $27 $27 $137 $412.50
07703 NACAN PRODUCTS 50 MARIE VICTORIAN PQ BOUCHERVILLE $1,207 $1,207.50
CUST. TOTAL .... 220 27 27 1,345 1,620.00
62913 NALCO CHEMICAL COMPANY ONE NALCO CENTER IL NAPERVILLE $1,500 $380 $1,880.00
82364 NALCO CHEMICAL COMPANY INTERNATIONAL DIVISION IL NAPERVILLE $2,308 $2,308.48
64730 NALCO CHEMICAL COMPANY 405 EAST 78TH STREET MN BLOOMINGTON $20,988 $20,988.30
21654 NALCO CHEMICAL COMPANY 1927 NOLTE DRIVE NJ PAULSBORO $885 $885.00
54710 NALCO CHEMICAL COMPANY 7701 HIGHWAY 90-A TX SUGARLAND $1,798 $1,798.50
CUST. TOTAL .... 27,480 380 27,860.28
70873 NALCOMEX TX LAREDO $140 $140.00
86030 NALCOMEX C/O RAVISA TX LAREDO $180 180.00
CUST. TOTAL .... 320 320.00
87787 NASCOTE INDUSTRIES INC 106 EAST ST LOUIS ST IL NASHVILLE $2,844 $2,844.35
CUST. TOTAL .... 2,844 2,844.35
85856 NASH SALVAGE COMPANY 10680 SILICON AVE CA MONTCLAIR $2,669 $2,669.80
CUST. TOTAL .... 2,669 2,669.80
04066 NASHUA CORPORATION P O BOX 3001 NH MERRIMACK $120 $120.00
CUST. TOTAL .... 120 120.00
90147 NATIONAL AUTO/TRUCKSTOPS 1650 E GOLF RD IL SHAUMBURG $9,847 $9,847.38
CUST. TOTAL .... 9,847 9,847.38
55450 NATIONAL CHEMICAL LAB. 401 N 10TH STREET PA PHILADELPHIA $110 $2,375 $2,485.50
CUST. TOTAL .... 110 2,375 2,485.50
26697 NATIONAL COATINGS CO 254 BEECH STREET MA ROCKLAND $522 $522.50
CUST. TOTAL .... 522 522.50
80111 NATIONAL FOAM CUSHON MFG P O BOX 820865 TX N RICHLAND HIL $40 $40.00
CUST. TOTAL .... 40 40.00
50145 NATIONAL GYPSUM COMPANY 1414 EAST HADLEY AZ PHOENIX $82 $82.50
82227 NATIONAL GYPSUM COMPANY GOLD BOND BLDG PRODUCTS NJ BURLINGTON $1,673 $1,673.90
CUST. TOTAL .... 1,673 82 1,756.40
66834 NATIONAL PIPE CO P O BOX 714 NY BINGHAMTOM $110 $110.00
CUST. TOTAL .... 110 110.00
01658 NATIONAL SOLVENTS 955 WEST SMITH ROAD OH MEDINA $25 $25.00
CUST. TOTAL .... 25 25.00
55910 NATIONAL STARCH & CHEM C P O BOX 13669 GA ATLANTA $200 $25 $225.00
55880 NATIONAL STARCH & CHEM C P O BOX 197 IL MEREDOSIA $137 $137.50
05201 NATIONAL STARCH & CHEM C 225 BELLEVILLE AVENUE NJ BLOOMFIELD $260 $260.00
74785 NATIONAL STARCH & CHEM C 10 FINDERNE * NJ BRIDGEWATER $180 $931 $18 $388 $1,518.65
87805 NATIONAL STARCH & CHEM C 10 FINDERNE * NJ BRIDGEWATER $3,660 $3,660.61
55950 NATIONAL STARCH & CHEM C 1735 W FRONT STREET NJ PLAINFIELD $1,004 $1,004 $2,008.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 88
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
55890 NATIONAL STRACH & CHEM C 105 EMPIRE DRIVE NY W SENECA $1,000 $125 $1,125.00
03522 NATIONAL STRACH & CHEM C P O BOX 818019 OH CLEVELAND $37,589 $3,576 $2,799 $43,964.43
54786 NATIONAL STRACH & CHEM C P O BOX 81119 OH CLEVELAND $25,220 $167 $55 $1,484 $26,926.50
03409 NATIONAL STRACH & CHEM C P O BOX 578 SC WOODRUFF $220 $412 $632.50
11833 NATIONAL STRACH & CHEM C 4035 SENATOR STREET TN MEMPHIS $330 $150 $480.00
16472 NATIONAL STRACH & CHEM C 2410 CHARLES CITY RD VA RICHMOND $2,283 $137 $2,420.75
79895 NATIONAL STRACH & CHEM C 500 W MARQUETTE AVE WI OAK CREEK $15,624 $843 $16,488.20
CUST. TOTAL... 87,709 6,354 223 5,540 99,827.14
78948 NAVISTAR INTERNATIONAL C PP O BOX 1902 IL HOMEWOOD $1,655 $2,763 $827 $855 $6,101.00
84677 NAVISTAR INTERNATIONAL C PC/O TRANZACT SYSTEMS LTD IL HOMEWOOD $18,200 $431 $1,300 $55 $19,986.00
CUST. TOTAL... 19,855 3,194 2,127 910 20,087.00
60898 NED LLOYD MARINE TWO JOURNAL SQUARE PLAZA NJ JERSEY CITY $5,673- $5,673.00-
CUST. TOTAL... 5,673- 5,673.00-
77690 NEITA CHEMICAL 10549 W LITTLE YORK TX HOUSTON $318 $318.00
CUST. TOTAL... 318 318.00
23880 NEOCHEM CORP 4828 LOOP CENTRAL DRIVE TX HOUSTON $2,803 $2,803.50
CUST. TOTAL... 2,803 2,803.50
78716 NEPERA PRODUCT CHEMICAL 445 ROUTE 304 NY BARDONIA $7,210 $1,741 $8,952.77
56460 NEPERA PRODUCT CHEMICAL RT #17M NY HARRIMAN $13,154 $13,154.00
CUST. TOTAL... 20,364 1,741 22,106.77
51960 NEUTROGENA CORPORATION 5780 W 96TH STREET CA LOS ANGELES $145 $145.50
CUST. TOTAL... 145 145.50
56269 NEUTRON PRODUCTS 23301 MT EPHRAIAM RD MD DICKERSON $7,051 $2,808 $9,859.85
CUST. TOTAL... 7051 2808 9859.85
56457 NEVILE CHEMICAL COMPANY 2800 NEVILLE ROAD PA PITTSBURG $137 $137.50
CUST. TOTAL... 137 137.50
57607 NEVILE CHEMICAL COMPANY P O BOX 909711 IL CHICAGO $304 $304 $608.00
CUST. TOTAL... 304 304 608.00
55629 NEVILLE SYNTHESIS ROUSEVILLE ROAD PA OIL CITY $8,349 $6,481 $1,216 $16,047.16
CUST. TOTAL... 8,349 6,481 1,216 16,047.16
69520 NEW CENTURY FREIGHT ASSO 111 WEST JACKSON BLVD IL CHICAGO $946 $946.00
CUST. TOTAL... 946 946.00
67685 NEW DEPARTURE HYATT BEAR 780 JAMES CASEY RD CT BRISTOL $791 $791.73
CUST. TOTAL... 791 791.73
02373 NEW ENGLAND LAMINATES THREE ELM STREET NY WALDEN $322- $322.00-
CUST. TOTAL... 322- 322.00-
03956 NEW ENGLAND POWER COMPAN 25 RESEARCH DRIVE MA WESTBOROUGH $810 $810.36
CUST. TOTAL... 810 810.36
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 89
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
88626 NEW VENTURE GEAR MUNCIE DIVISION IN MUNCHIE $2,865 $1,497 $4,363.16
CUST. TOTAL... 2,865 1,497 4,363.16
C 88043 NEWMAN CABLE CONST CO 100 NORTH BROADWAY OK KONAWA $730 $1,168 $1,898.50
CUST. TOTAL... 730 1,168 1,898.50
74264 NEWSPRINT SOUTH INC PAPER MILL ROAD MS GRENADA $693 $693.00
CUST. TOTAL... 693 693.00
10929 NIACET CORPORATION 400 47TH STREET GATE #5 NY NIAGRA FALLS $1,627 $2,486 $1,620 $5,734.24
CUST. TOTAL... 1,627 2,486 1,620 5,734.24
21657 NIAGARA MOHAWK POWER COR 300 ERIE BLVD WEST NY SYRACUSE $508 $508.18
CUST. TOTAL... 508 508.18
07449 NIAGARA NATIONAL COMPANY 2160 C HILLS AVENUE GA ATLANTA $105 $105.00
CUST. TOTAL... 105 $105.00
86148 NICHOLAS GALVANIZING 120 DUFFIELD AVE NJ JERSEY CITY $3,407 $3,407.80
CUST. TOTAL... 3,407 3,407.80
78506 NILIT AMERICA CORP PRESIDENTIAL PALZA 2 NJ MIDDLESEX $115 $115.00
CUST TOTAL... 115 115.00
19646 NISSAN MOTOR MFG CORP NISSAN BLVD. TN SMYRNA $82 $82.50
CUST. TOTAL... 82 82.50
18957 NO AMER PHILLIPS LIGHTIN RD 2 NY BATH $542 $543 $1,086.00
CUST. TOTAL... 542 543 1,086.00
85648 NOLAN & CUNNING INC P O BOX 2111 MI WARREN $6,591 $921 $7,512.40
CUST. TOTAL... 6,591 $921 7,512.40
24206 NORAMCO OF DELAWARE INC 500 OLD SWEDES LANDING R DE WILMINGTON $220 $220.00
CUST. TOTAL... 220 220.00
89050 NORFOLK SOUTHERN RWY 110 FRANKLIN ROAD SE VA ROANOKE $1,673- $1,673.80-
CUST. TOTAL... 1,673- 1,673.80-
86115 NORMA CADENA PO BOX 829 TX BROWNSVILLE $2,450 $2,450.00
CUST. TOTAL... 2,450 2,450.00
09310 NORPLEX/OAK NORTH EAST COUNTY ROADS IA POSTVILLE $82 $82.50
CUST. TOTAL... 82 82.50
81450 NORTH AMERICAN CHEMICAL 777 N ELDRIDGE TX HOUSTON $118 $118.00
CUST. TOTAL... 118 118.00
23290 NORTH AMERICAN LOBSTER 2000 TONNELLE AVENUE NJ N BERGEN $536 $385 $921.00
CUST. TOTAL... 536 $385 921.00
79884 NORTH AMERICAN REFACTORI 2201 MICHIGAN BAR ROAD CA IONE $6,751 $6,751.87
CUST. TOTAL... 6,751 6,751.87
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 90
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
52137 NORTH AMERICAN REFRACTOR ROUTE #879 PA CURWENSVILLE $110 $110.00
CUST. TOTAL... 110 110.00
60891 NORTH AMERICAN TRANSFORM 1200 PIPER DRIVE CA MILPITAS $1,456 $1,905 $2,678 $6,039.00
CUST. TOTAL... 1,456 1,905 2,678 6,039.00
05712 NORTH INDUSTRIAL CHEM 609 EAST KING ST PA YORK $82 $165 $247.50
CUST. TOTAL... 82 165 247.50
88317 NORTHEAST CHEMICAL P O BOX 52 PA LANSFORD $923 $923.00
CUST. TOTAL... 923 923.00
05388 NORTHEAST CONTAINER 161 WOODBINE STREET NJ BERGENFIELD $110 $110.00
CUST. TOTAL... 110 110.00
08031 NORTON COMPANY 2770 W WASHINGTON TX STEPHENVILLE $2,576 $2,576.84
CUST. TOTAL... 2,576 2,576.84
60842 NOVA CHEM 7924 WRENWOOD BLVD LA BATON ROUGE $1,005 $1,005.00
CUST. TOTAL... 1,005 1,005.00
03619 NOVA PETROCHEMICALS INC 795 HILL STREET ON CORUNNA $87 $87.80
CUST. TOTAL... 87 87.80
76046 NOVACOR P O BOX 2535 STATION M AB CALGARY $5,072 $1,505 $838 $7,416.74
60767 NOVACOR P O BOX 3042 ON SARNIA $399 $668 $1,067.30
CUST. TOTAL... 5,471 2,174 838 8,484.04
58190 NOVACOR CHEMICALS CANADA 201 N FRONT STREET ON SARNIA $90 $90.00
CUST. TOTAL... 90 90.00
61002 NOVACOR CHEMICALS C/O MERIDAN TRAFFIC SVC MA BRAINTREE $1,026 $1,026.80
CUST. TOTAL... 1,026 1,026.80
83279 NOVAGARD 2710 EAST 79TH STREET OH CLEVELAND $605 $605.00
CUST. TOTAL... 605 605.00
73274 NOVAMAX TECHNOLOGIES GA ATLANTA $55 $55.00
CUST. TOTAL... 55 55.00
73351 NOVO NORDISK BIOINDUSTRI 33 TURNER RD CT DANBURY $10,908 $10,908.15
89215 NOVO NORDISK BIOINDUSTRI %CASS LOGISTICS MO SAINT LOUIS $2,564 $2,564.40
CUST. TOTAL... 10,908 2,564 13,472.55
81438 NOXCRETE INC 1444 S 20TH STREET NE OMAHA $3,278 $3,278.50
CUST. TOTAL... 3,278 3,278.50
55847 NOXELL CORPORATION 11050 YORK ROAD MD HUNT VALLEY $985 $985.60
CUST. TOTAL... 985 985.60
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #91
S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
60566 NUCOR CORPORATION OLD VALLEY HEAD ROAD AL FORT PAYNE $286 $286.00
CUST. TOTAL... 286 286.00
69856 NUHART & COMPANY INC 49 DUPONT STREET NY BROOKLYN $84 $84.00
CUST. TOTAL... 84 84.00
52594 NUTRASWEET COMPANY 1750 LOVERS LANE GA AUGUSTA 1,558 $1,558 .50
CUST. TOTAL... 1558 1,558.50
84226 NYLONGE CORP 1301 LOWELL STREET OH ELYRIA $27 $27.50
CUST. TOTAL... 27 27.50
OVER-365... 288,059 *** F TO N *** 4,704,352 949,762 256,330 739,300 6,649,745.55
83009 O BRIEN (PARLIN) COGEN 225 S 8TH STREET PA PHILADELPHIA $52 $52.52
CUST. TOTAL... 52 52.52
21383 O C ADHESIVES CORPORATIO 11-27 EAST 24TH STREET NJ PATERSON $137 $137.50
CUST. TOTAL... 137 137.50
09953 O H D THERMACORE INC 3200 REACH ROAD PA WILLIAMSPORT $1,183 $1,183.00
CUST. TOTAL... 1,183 1,183.00
59890 O SULLIVAN CORPORATION 1944 VALLEY PIKE VA WINCHESTER $1,681 $1,575 $1,825 $5,082.00
CUST. TOTAL 1,681 1,575 1,825 5,082.00
89075 O'BRIEN CORP 2001 W WASHINGTON ST IN SOUTH BEND $78 $78.00
CUST. TOTAL... 78 78.00
86451 OAKITE PRODUCTS INC 445 ROUTE 304 NY BARDONIA $2,455 $2,455.50
CUST. TOTAL... 2,455 2,455.50
87815 OAKWOOD BEACH WPCP 751 MILL RD NY STATEN ISLAND $671 $671.00
CUST. TOTAL... 671 671.00
59277 OCCIDENTAL CHEMICAL CORP P O BOX 1230 IL LANSING $384 $384.09
38525 OCCIDENTAL CHEMICAL CORP HIGHWAY 18 LA TAFT $50 $55 $105.00
55090 OCCIDENTAL CHEMICAL CORP RIVER ROAD NJ BURLINGTON $55 $55.00
08157 OCCIDENTAL CHEMICAL CORP 651 TONNELE AVENUE NJ JERSEY CITY $568 $27 $596.00
38575 OCCIDENTAL CHEMICAL CORP 673 WALK ROAD NY TONAWANDA $4,659 $2,165 $4,664 $11,489.20
24720 OCCIDENTAL CHEMICAL CORP P O BOX 344 NY NIAGARA FALLS $8,733 $3,925 $1,172 $1,221 $15,053.86
26303 OCCIDENTAL CHEMICAL CORP P O BOX 344 NY NIAGARA FALLS $738 $294 $640 $1,672.50
39400 OCCIDENTAL CHEMICAL CORP P O BOX 728 NY NIAGARA FALLS $477 $302 $385 $21,979 $23,144.75
78706 OCCIDENTAL CHEMICAL CORP 5000 PACKARD RD NY NIAGARA FALLS $1,203 $251 $3,060 $4,514.50
79481 OCCIDENTAL CHEMICAL CORP NY NIAGARA FALLS $55 $55.00
82296 OCCIDENTAL CHEMICAL CORP 53RD & BUFFALO NY NIAGARA FALLS $55 $82 $939 $1,076.50
27265 OCCIDENTAL CHEMICAL CORP 725 STATE ST & E 6TH ST OH ASHTABULA $518 $21- $497.18
51528 OCCIDENTAL CHEMICAL CORP 13717 STATE RT 68 S OH KENTON $4,681 $1,345 $1,451 $214 $7,692.80
07934 OCCIDENTAL CHEMICAL CORP P O BOX 809050 TX DALLAS $96,945 $29,221 $2,939 $754 $129,861.88
81511 OCCIDENTAL CHEMICAL CORP P O BOX 809050 TX DALLAS $1,413 $1,314- $99.25
CUST. TOTAL... 118,103 38,984 6,493 32,714 196,297.51
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #92
S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
58890 OCTAGON PROCESSING INC 596 RIVER ROAD NJ EDGEWATER $105 $78- $27.04
CUST. TOTAL... 105 78- 27.04
26443 OHIO POLYCHEMICAL P O BOX 369004 OH COLUMBUS $8,176 $432 $8,608.50
90700 OHIO POLYCHEMICAL 1920 LEONARD AVENUE OH COLUMBUS $1,494 $1,494.50
CUST. TOTAL... 9,670 432 10,103.00
09669 OIL CHEM INC C/O CNC RI LINCOLN $440 $1,788 $2,228.63
CUST. TOTAL... 440 1,788 2,228.63
14572 OLD BRIDGE CHEMICAL P O BOX 194 NJ OLD BRIDGE $9,936 $936.53
CUST. TOTAL... 9,936 936.53
87731 OLD QUAKER PAINT 12401 INDUSTRIAL BLVD CA VICTORVILLE $384 $384.00
CUST. TOTAL... 384 384.00
07320 0LES ENVELOPE CORP 2510 LOCH HAVEN ROAD MD BALTIMORE $27 $357 $385.00
CUST. TOTAL... 27 357 385.00
59390 OLIN CORPORATION 120 LONG RIDGE RD CT STAMFORD $77,939 $3,400 $5,109 $6,332 $92,783.25
82831 OLIN CORPORATION 120 LONG RIDGE RD CT STAMFORD $9,513 $480 $9,725 $3,736 $23,455.13
88539 OLIN CORPORATION DO NOT MAIL CT STAMFORD $3,803 $3,753 $4,156 $100- $11,613.19
59350 OLIN CORPORATION P O BOX 1234 GA AUGUSTA $75 $75.00
07983 OLIN CORPORATION P O BOX 547 KY BRANDENBURG $15,738 $1,356- $1,017 $15,398.50
59360 OLIN CORPORATION P O BOX 2896 LA LAKE CHARLES $980 $600 $40- $1,541.00
59400 OLIN CORPORATION P O BOX 748 NY NIAGARA FALLS $1,560 $776 $255 $666 $3,257.58
59410 OLIN CORPORATION 100 MCKEE ROAD NY ROCHETER $4,538 $4,538.50
59470 OLIN CORPORATION BOX 30 TX BEAUMONT $2,574 $2,574.00
CUST. TOTAL... 116,722 9,010 17,890 11,612 155,236.15
79767 OLIN HUNT 731 ENGLER ROAD PA NAZARETH $41 $41.25
CUST. TOTAL... 41 41.25
51209 OLYMPIC OIL COMPANY 5000 WEST 41ST STREET IL CICERO $1,419 $1,419.00
CUST. TOTAL... 1,419 1,419.00
90019 OMEGA CHEMICAL CORP 3102 OAK LAWN AVENUE TX DALLAS $1,419 $1,419.00
CUST. TOTAL... 1,419 1,419.00
52526 OMNICOLOGY INC 20 INDUSTRIAL PARKWAY NY GLOVERSVILLE $424 $424.00
CUST. TOTAL... 424 424.00
80566 ONTARIO HYDRO BROCK RD SOUTH ON PICKERING $32 $45 $77.10
79982 ONTARIO HYDRO P O BOX 1000 ON TIVERTON $504 $504.93
CUST. TOTAL 537 45 582.03
85390 OPERATIONAL ENERGY CORP HWY 130 & PORCUPINE RD NJ PEDRICKTOWN $55 $55.00
CUST. TOTAL... 55 55.00
89749 OPTIMA CHEMICAL 1415 WILLACOOCHEE ROAD GA DOUGLAS $725 $175 $900.00
CUST. TOTAL... 725 175 900.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #93
S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
59680 ORMET CORPORATION BOX 176 OH HANNIBAL $210 $210.00
CUST. TOTAL... 210 210.00
79741 OSCO/BRYSON INC 522 RIVERGATE RD TN MEMPHIS $4,269 $4,269.50
81782 OSCO/BRYSON INC 618 GRASSMERE PARK DRIVE TN NASHVILLE $3,274 $3,274.40
CUST. TOTAL... 7,543 7,543.90
77272 OSPECA ENTERRISES 4740 COFFEEPORT RD TX BROWNSVILLE $1,800 $1,800.00
CUST. TOTAL... 1,800 1,800.00
88574 OWENS CORNING FIBERGLAS P O BOX 89 CA SANTA CLARA $3,717 $3,717.00
09326 OWENS CORNING FIBERGLAS 300 SUNSHINE ROAD KS KANSAS CITY $82 $82.50
51516 OWENS CORNING FIBERGLAS P O BOX 98 NY DELMAR $200 $200.00
59930 OWENS CORNING FIBERGLAS CASE AVENUE OH NEWARK $27- $27.50-
59700 OWENS CORNING FIBERGLAS P O BOX 10028 OH TOLEDO $7,453 $1,557 $820 $3,944 $13,775.51
59830 OWENS CORNING FIBERGLAS PO BOX 499 SC AIKEN $3,022 $3,022.00
CUST. TOTAL... 14,275 1,557 820 4,116 20,769.51
71343 OXY PETROCHEMICALS INC P O BOX 56388 TX HOUSTON $5,465 $210 $395 $6,070.89
CUST. TOTAL... 5,465 210 395 6,070.89
71431 P & O CONTAINERS LIMITED ONE MEADOWLANDS PLAZA NJ E RUTHERFORD $138 $138.50
CUST. TOTAL... 138 138.50
02173 P B & S CHEMICAL COMPANY 250 CENTRL FLORIDA PKWAY FL ORLANDO $2,249 $2,249.80
60640 P B & S CHEMICAL COMPANY P O BOX 20 KY HENDERSON $2,873 $63 $2,936.50
CUST. TOTAL... 5,123 63 5,186.30
63072 P C A EAST INC BOX 58868 CA LOS ANGELES $857 $1,578 $1,173 $3,609.50
CUST. TOTAL... 857 1,578 1,173 3,609.50
82020 P C I WURTZ RD KY WURTLAND $27 $27- $0.00
CUST. TOTAL... 27 27- 0.00
56669 P C R INCORPORATED P O BOX 1466 FL GAINESVILLE $935 $248 $275 $1,458.50
CUST. TOTAL... 935 248 275 1,458.50
33970 P D GEORGE COMPANY P O BOX 66756 MO SAINT LOUIS $4,027 $4,027.27
CUST. TOTAL... 4,027 4,027.27
71793 P H GLATFELTER COMPANY P O BOX 200 NC PISGAH FOREST $822 $822.50
34300 P H GLATFELTER COMPANY 228 S MAIN STREET PA SPRING GROVE $8,675 $39 $1,020 $9,734.50
CUST. TOTAL... 8,675 39 1,842 10,557.00
77873 P O CONTAINERS LIMITED C/O SEALAND MARINE TERMI NJ ELIZABETH $362 $362.25
CUST. TOTAL... 362 362.25
00168 P P G INDUSTRIES INC P O BOX 790-SIGNAL ST CA SAN PEDRO $165 $165.00
64580 P P G INDUSTRIES INC 1377 OAKLEIGH DR GA E POINT $277 $277.50
64620 P P G INDUSTRIES INC BOX 1000 LA LAKE CHARLES $6,341 $325 $302 $6,969.25
78033 P P G INDUSTRIES INC 1330 PIEDMONT MI TROY $937 $937.40
03198 P P G INDUSTRIES INC P O BOX 1857 NC LEXINGTON $651 $651.80
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 94
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
64660 P P G INDUSTRIES INC RT 4 WASHBURN SWITCH ROA NC SHELBY $55 $55.00
18500 P P G INDUSTRIES INC 4829 FAIRLAND ROAD OH BARBERTON $1,274 $1,274.00
75436 P P G INDUSTRIES INC 848 SOUTHERN AVE OH CHILLCOTHE $1,593 $1,593.00
63230 P P G INDUSTRIES INC P O BOX 30382 OH CLEVELAND $765 $765.82
83191 P P G INDUSTRIES INC C/O COMMERCIAL TRAFFIC CO OH CLEVELAND $409 $181 $590.23
53365 P P G INDUSTRIES INC 760 PITTSBURGH DRIVE OH DELAWARE $4,581 $100- $4,481.34
28435 P P G INDUSTRIES INC 1 P P G PLACE PA PITTSBURGH $2,227 $2,227.40
77420 P P G INDUSTRIES INC CHEMICALS GROUP PA PITTSBURGH $37,817 $3,665 $4,452 $12,011 $57,946.21
64740 P P G INDUSTRIES INC 125 COLFAX/C & R ACCTG PA SPRINGDALE $1,293 $1,293 $2,587.98
07372 P P G INDUSTRIES INC 1901 AVE H & 16TH ST TX LA PORTE $8,334 $981- $7,352.55
51984 P P G INDUSTRIES INC SANTEK DIVISION WI APPLETON $25- $25.00-
53425 P P G INDUSTRIES INC WV NATRIUM $55 $55.00
18520 P P G INDUSTRIES INC P O BOX 191 WV NEW MARTINSVIL $3,540 $3,478 $440 $3,739 $11,197.25
CUST. TOTAL... 64,187 10,969 7,306 16,638 99,101.73
22149 P Q CORPORATION P O DRAWER 5407 GA AUGUSTA $278- $278.36-
09153 P Q CORPORATION P O BOX 667 MA LEXINGTON $1,641 $1,302 $2,943.96
18156 P Q CORPORATION 1 PADDOCK STREET NJ AVENEL $27- $27.50-
53290 P Q CORPORATION P O BOX 840 PA VALLEY FORGE $11,830 $16,235 $965 $95 $29,125.00
CUST. TOTAL... 13,471 16,235 965 1,092 31,763.10
51313 P&O CONTAINERS LIMITED 6610-B TRIBUTARY STREET MD BALTIMORE $432 $432.50
CUST. TOTAL... 432 432.50
09473 PABCO PAPER PRODUCTS INC 4469 PACIFIC BLVD CA VERNON $688 $688.00
CUST. TOTAL... 688 688.00
79852 PACE CHEMICAL INC 10333 RICHMOND TX HOUSTON $4,439 $2,585 $3,152 $10,176.08
CUST. TOTAL... 4,439 2,585 3,152 10,176.08
70673 PACIFIC ANCHOR CHEMICAL 3305 E26TH ST CA LOS ANGELES $27 $27.50
CUST. TOTAL... 27 27.50
88660 PACIFIC COAST 1412 KNOX AVE MO KANSAS CITY $154 $154.00
CUST. TOTAL... 154 154.00
06360 PACIFIC INDUSTRIES INC 787 WATERVILIET NY LATHAM $3,108 $3,108.00
CUST. TOTAL... 3,108 3,108.00
69838 PACIFIC MOLASSES COMPANY 2700 BROENING HWY MD BALTIMORE $247- $247.50-
CUST. TOTAL... 247- 247.50-
87754 PACIFIC PAC INC 2340 BERT DRIVE CA HOLLISTER $55 $55.00
CUST. TOTAL... 55 55.00
19295 PACKAGING CORP OF AMERIC 4633 DOWNEY ROAD CA LOS ANGELES $7,411 $7,704 $15,116.10
66725 PACKAGING CORP OF AMERIC P O BOX 1046 GA VALDOSTA $825 $825.00
CUST. TOTAL... 825 7,411 7,704 15,941.10
58874 PACKAGING SERVICES P O BOX 875 TX PEARLAND $292 $292.50
CUST. TOTAL... 292 292.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 95
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
87712 PAGE CLEANING 16824 114TH AVENUE AB EDMONTON $55 $55.00
CUST. TOTAL... 55 55.00
66106 PAN AMERICAN AIRLINES J F K AIRPORT NY JAMAICA $125 $125.00
CUST. TOTAL... 125 125.00
60220 PANTASOTE COMPANY 26 JEFFERSON STREET NJ PASSIAC $3,207 $27 $3,234.98
72332 PANTASOTE COMPANY 67 MADISON STREET NJ PASSAIC $242 $242.50
CUST. TOTAL... 3,207 27 242 3,477.48
C 88433 PANTECH 6404 MCCONKLE AVE SW WV SAINT ALBANS $4,446 $4,446.00
CUST. TOTAL... 4,446 4,446.00
56823 PAPER MANUFACTURERS 9800 BUSTLETON AVENUE PA PHILADELPHIA $305 $305.00
CUST. TOTAL... 305 305.00
85023 PARA AG INC 14014 PARADISE CHURCH RD MD HAGERTOWN $5,716 $5,716.16
CUST. TOTAL... 5,716 5,716.16
60280 PARA CHEMICAL INC HIGHWAY 14 SC SIMSONVILLE $180 $180.00
CUST. TOTAL... 180 180.00
85910 PARADIGM LABS P.O. BOX 448 PA BERNVILLE $90 $243 $333.00
CUST. TOTAL... 90 243 333.00
24163 PARAMOUNT FEED 19310 LONG MEADOW RD MD HAGERSTOWN $630 $630.99
CUST. TOTAL... 630 630.99
11345 PARK CHEMICAL COMPANY 8074-A110 MILITARY AVE MI DETROIT $2,006 $2,006 $4,013.40
CUST. TOTAL... 2,006 2,006 4,013.40
21430 PARKE DAVIS & COMPANY 188 HOWARD STREET MI HOLLAND $165 $1,698 $1,863.30
CUST. TOTAL... 165 1,698 1,863.30
05150 PARKER AMCHEM 23343 SHERWOOD MI WARREN $55 $27 $82.50
CUST. TOTAL... 55 27 82.50
28636 PARKS CORPORATION 1630 NORTH FIFTH STREET GA MADISON $1,235 $1,235.00
60440 PARKS CORPORATION 1 MAIN STREET MA SOMERSET $4,302 $4,302.00
20941 PARKS CORPORATION 3122 COLLEGE TX GREENVILLE $1,906 $1,906.00
CUST. TOTAL... 1,906 5,537 7,443.00
00240 PASSONNO CORPORATION 500 BROADWAY NY WATERLIET $75 $75.00
CUST. TOTAL... 75 75.00
89549 PATCO C/O USA DETERGENTS NJ EDISON $192 $192.50
CUST. TOTAL... 192 192.50
17785 PAULSBORO PACKAGING UNIVERSAL ROAD OFF MANTU NJ PAULSBORO $55 $27 $82.50
CUST. TOTAL... 55 27 82.50
07172 PAULSEN WIRE 880 SOUTH 2ND STREET PA SUNBURY $3,072 $2,308 $5,381.31
CUST. TOTAL... 3,072 2,308 5,381.31
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 96
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
00644 PAVE MARK 1855 PLYMOUTN ROAD NW GA ATLANTA $50 $25- $25.00
CUST. TOTAL... 50 25- 25.00
28464 PCT TRANSPORT INC P O BOX 7002 TX ADDISON $363 $363.84
CUST. TOTAL... 363 363.84
68337 PEBRA-PETERSBOROUGH 775 NEAL DRIVE ON PETERBOROUGH $192 $192.50
CUST. TOTAL... 192 192.50
03017 PECTIN P O BOX 4407 TX HOUSTON $1,350 $1,350.00
CUST. TOTAL... 1,350 1,350.00
89459 PEINNACLE OIL 5009 WEST 81 STREET IN INDIANAPOLIS $65 $65.00
CUST. TOTAL... 65 65.00
51645 PENCO INC OF LYNDHURST N 540 NEW YORK AVENUE NJ LYNDHURST $26 $26.26
CUST. TOTAL... 26 26.26
08502 PENFORD PRODUCTS CO 1001 FIRST AVE S W IA CEDAR RAPIDS $2,558 $2,558.78
CUST. TOTAL... 2,558 2,558.78
62140 PENNA POWER & LIGHT CO 2 NORTH 9TH STREET PA ALLENTOWN $15,193 $15,193.69
54395 PENNA P0WER & LIGHT CO P O BOX 257 PA MARTINS CREEK $840 $840.53
CUST. TOTAL... 16,034 16,034.22
85706 PENNTECH CORP 100 CENTER ST PA JOHNSONBURG $55 $55.00
CUST. TOTAL... 55 55.00
70737 PENNZOIL PRODUCTS CO 3450 HOLLYWOOD AVE LA SHREVEPORT $82 $82.50
69887 PENNZOIL PRODUCTS CO P O BOX 17649 MO SAINT LOUIS $1,319 $718 $2,037.50
54472 PENNZOIL PRODUCTS CO P O BOX 2967 TX HOUSTON $247 $247.50
CUST. TOTAL... 1,401 718 247 2,367.50
71344 PENRECO 138 PETROLIA STREET PA KARNS CITY $514 $514.00
CUST. TOTAL... 514 514.00
51090 PENTRON INC 200 KING ROAD PA WEST CHESTER $155 $155.75
CUST. TOTAL... 155 155.75
02436 PERDUE INCORPORATED BOX 1537 MD SALISBURY $5,739 $790 $169 $6,699.79
CUST. TOTAL... 5,739 790 169 6,699.79
28310 PERIDOT CHEMICAL COMPANY C/O CHEMICAL LEAMAN TANK NJ NEWARK $172,148 $4,987 $177,135.93
30735 PERIDOT CHEMICAL COMPANY 330 DOREMUS AVENUE NJ NEWARK $426 $426.00
37497 PERIDOT CHEMICAL COMPANY P O BOX 2498 OH COLUMBUS $1,323 $1,323.44
CUST. TOTAL... 172,148 6,737 178,885.37
89607 PERKIT FOLDING BOX CORP 36 POYDRAS ST MA BOSTON $40 $40.50
CUST. TOTAL... 40 40.50
86422 PERMAGILE INDUSTRIES 101 COMMERCIAL STREET NY PLAINVIEW $84 $84.00
CUST. TOTAL... 84 84.00
</TABLE>
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<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 97
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
86357 PERRIGO SILICA 502 EASTERN AVE MI ALLEGAN $275 $275.00
86358 PERRIGO SILICA 117 WATER STREET MI ALLEGAN $2,066- $130- $2,196.00-
CUST. TOTAL... 275 2,066- 130- 1,921.00-
01838 PERVO PAINT COMPANY 6624 STANFORD AVENUE CA LOS ANGELES $572 $572.50
CUST. TOTAL... 572 572.50
21551 PET FOODS INC NEW CUT ROAD SC SPARTANBURG $137 $137.50
CUST. TOTAL... 137 137.50
54126 PETRO CANADA PRODUCTS 385 SOUTHDOWN ROAD ON MISSISSAUGA $330 $1,598 $27 $5,573 $7,529.75
89114 PETRO CANADA PRODUCTS 385 SOUTHDOWN ROAD ON MISSISSAUGA $1,907 $1,907.67
CUST. TOTAL... 330 1,598 27 7,481 9,437.42
06203 PETRO CANADA VENTURES 11701 SHERBROOKE ST E PQ MONTREAL $247- $247.50-
CUST. TOTAL... 247- 247.50-
85258 PETROCEL S A BELISARIO DOMINGUEZ NO 2 MX MONTERREY NL $836 $836.00
CUST. TOTAL... 836 836.00
00373 PETROLITE CORPORATION 369 MARSHALL AVE MO WEBSTER GROVES $22,296 $7,415 $313 $4,530 $34,555.94
21995 PETROLITE CORPORATION 4TH & SAVILLE AVE PA EDDYSTONE $220 $220 $440.00
67218 PETROLITE CORPORATION 16010 BAKERSPOINT LANE TX HOUSTON $1,031 $1,031.00
05098 PETROLITE CORPORATION 13200 BAYPARK ROAD TX PASADENA $29,215 $4,555 $968 $34,739.03
CUST. TOTAL... 52,542 12,190 313 5,718 70,765.97
72559 PETRON CORPORATION SUITE 103-180 GORDON DRI PA LIONVILLE $205 $1,250 $3,559 $275 $5,291.02
CUST. TOTAL... 205 1,250 3,559 275 5,291.02
71541 PETROPLUS P O BOX 5376 NJ DEPTFORD $346 $677 $1,024.49
CUST. TOTAL... 346 677 1,024.49
83884 PETROWAX PA INC 33 RT 31 NORTH NJ ANNANDALE $3,078 $3,078.00
CUST. TOTAL... 3,078 3,078.00
55345 PFISTER CHEMICAL WORKS LINDEN AVE ROUTE 46 NJ RIDGEFIELD $987 $987.00
CUST. TOTAL... 987 987.00
63180 PFIZER INC BLDG 113 EASTERN POINT CT GROTON $27 $82 $110.00
80463 PFIZER INC P O BOX 340 NC PLYMOUTH $125 $125.00
67090 PFIZER INC 235 E 42ND ST NY NEW YORK $450 $450.00
CUST. TOTAL... 27 82 575 685.00
55455 PHELPS DODGE CORPORATION P O BOX 600 IN FORT WAYNE $82 $82.50
CUST. TOTAL... 82 82.50
52115 PHIBRO ENERGY INC P O BOX 5038 TX HOUSTON $27 $411 $438.50
CUST. TOTAL... 27 411 438.50
04667 PHIBRO REFINING INC HIGHWAY 105 SOUTH LA KROTZ SPRINGS $882 $882.00
CUST. TOTAL... 882 882.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 98
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
63510 PHILA ELECTRIC COMPANY 2301 MARKET ST PA PHILADELPHIA $26 $26.26
CUST. TOTAL... 26 26.26
88146 PHILADELPHIA CONVENTION 13TH AND ARCH STREETS PA PHILADELPHIA $1,265 $1,265.00
CUST. TOTAL... 1,265 1,265.00
75832 PHILIPS COMPONENTS 6071 ST ANDREWS RD SC COLUMBIA $1,238 $1,238.40
CUST. TOTAL... 1,238 1,238.40
76148 PHILIPS LIGHTING CORP 7265 HAMMONDSPORT RD DOC NY BATH $2,365- $2,365.00-
CUST. TOTAL... 2,365- 2,365.00-
11199 PHILLIP MORRIS USA 4100 BERMUDA HUNDRED ROA VA CHESTER $1,425 $1,425.00
55615 PHILLIP MORRIS USA P O BOX 26603 VA RICHMOND $385 $275 $660.00
CUST. TOTAL... 1,810 275 2,085.00
62398 PHOENIX PETROLEUM 1009 W 9TH AVE PA KING OF PRUSSI $178 $178.76
CUST. TOTAL... 178 178.76
64110 PHOTO CIRCUIT COMPANY 31 SEA CLIFF AVENUE NY GLEN COVE $26 $338- $311.74-
CUST. TOTAL... 26 338- 311.74-
53345 PHTHALCHEM INC 266 WEST MITCHELL AVENUE OH CINCINNATI $25 $75 $100.00
CUST. TOTAL... 25 75 100.00
81953 PICKETT ENTERPRISES INC 3341 SUCCESSFUL WAY OH DAYTON $4,103 $4,103.58
CUST. TOTAL... 4,103 4,103.58
60094 PIEDMONT LABS 2030 OLD CHANDLER ROAD GA GAINESVILLE $285 $285.00
CUST. TOTAL... 285 285.00
64210 PIERCE & STEVENS CHEMICA P O BOX 1092 NY BUFFALO $27- $27.50-
00797 PIERCE & STEVENS CHEMICA COLDSTREAM ROAD PA KIMBERTON $11,843 $3,938 $15,782.06
CUST. TOTAL... 11,843 3,938 27- 15,754.56
63651 PILGRIM INDUSTRIES P O BOX 1656 TX MOUNT PLEASANT $275 $275.00
CUST. TOTAL... 275 275.00
01815 PILOT CHEMICAL COMPANY 606 SHEPHERD DRIVE OH LOCKLAND $110 $25 $135.00
54204 PILOT CHEMICAL COMPANY 3439 YANKEE ROAD OH MIDDLETOWN $4,980 $247- $4,732.73
01027 PILOT CHEMICAL COMPANY 11623 N HOUSTON-ROSSLYN TX HOUSTON $55 $82 $137.50
90228 PILOT CHEMICAL COMPANY 11623 N HOUSTON-ROSSLYN TX HOUSTON $55 $55.00
CUST. TOTAL... 5,200 82 25 247- 5,060.23
66500 PILOT LABORATORIES 267 HOMESTEAD AVE NJ AVENEL` $27 $27.50
CUST. TOTAL... 27 27.50
27599 PIONEER CHLORALKALI CO I P O BOX 86 NV HENDERSON $42 $156 $198.60
CUST. TOTAL... 42 156 198.60
08274 PIONEER PAINT PRODUCTS 1529 N 31ST AVENUE IL MELROSE PARK $467 $467.50
CUST. TOTAL... 467 467.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 99
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
14546 PIRELLI CABLE CORPORATIO HIGHWAY 28 BYPASS SC ABBEBILLE $68 $68.75
CUST. TOTAL... 68 68.75
51388 PITTSBURGH PENN OIL COMP FREEPORT ROAD PA CREIGHTON $55 $55.00
CUST. TOTAL... 55 55.00
05901 PITTWAY CORPORATION 6100 WEST HOWARD STREET IL NILES $237 $237.50
CUST. TOTAL... 237 237.50
65174 PLACID REFINING CO 1940 HIGHWAY 1 N LA PORT ALLEND $2,161 $2,161.50
CUST. TOTAL... 2,161 2,161.50
88148 PLAID ENTERPRISES 2365 PARK CENTRAL BLVD GA DECATUR $665 $665.00
CUST. TOTAL... 665 665.00
76839 PLASTIC SPEC & TECH 145 BAEKELAND AVE NJ PISCATAWAY $100 $100.00
CUST. TOTAL... 100 100.00
70603 PLASTICS SPEC & TECHNOLO 101 RAILROAD AVENUE NJ RIDGEFIELD $55 $110 $137 $1,212 $1,514.50
CUST. TOTAL... 55 110 137 1,212 1,514.50
88008 PLAZE INC 105 BOLTEE LANE MO SAINT CLAIR $27 $27.50
CUST. TOTAL... 27 27.50
06642 PMC SPECIALTIES GROUP IN 10051 ROMANDEL CA SANTA FE SPRS $214- $214.20-
09604 PMC SPECIALTIES GROUP IN 735 E 115TH STREET IL CHICAGE $27 $374 $402.00
06082 PMC SPECIALTIES GROUP IN INDUSTRIAL DRIVE NJ FORDS $78 $302 $380.00
05752 PMC SPECIALTIES GROUP IN 5220 VINE STREET OH CINCINNATI $166 $166.00
73970 PMC SPECIALTIES GROUP IN 501 MURRAY ROAD OH CINCINNATI $625 $625.00
CUST. TOTAL... 78 27 1,253 1,358.80
63086 POLIOLES PA LIONVILLE $4,195 $4,465 $8,660.50
06773 POLIOLES 3535 E 14TH STREET TX BROWNSVILLE $260 $260.00
CUST. TOTAL... 4,455 4,465 8,920.50
61874 POLLIO DAIRY PRODUCTS 8600 MAIN STREET NY CAMPBELL $25 $25.00
CUST. TOTAL... 25 25.00
22041 POLY CHEM INC 154 EAST AVENUE CT NORWALK $600- $600.65-
CUST. TOTAL... 600- 600.65-
65060 POLYCAST TECHNOLOGY CORP 69 SOUTHFIELD AVENUE CT STAMFORD $220 $220.00
CUST. TOTAL... 220 220.00
81555 POLYCHROME CORPORATION #1 POLY PARK CORP GA COLUBUS $1,974 $1,974.05
CUST. TOTAL... 1,974 1,974.05
80546 POLYCON INDUSTRIES 65 INDEPENDENCE PLACE ON GUELPH $55 $55.00
CUST. TOTAL... 55 55.00
03604 POLYFILMS INC DEPOT STREET MA WILKINSONVILLE $220 $735 $955.00
CUST. TOTAL... 220 735 955.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 100
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
02596 POLYMER DEVELOPMENT LABS 212 WEST TAFT AVENUE CA ORANGE $145 $135 $280.00
CUST. TOTAL... 145 135 280.00
80507 POLYSAR RUBBER SERVICES 1265 VIDAL ST SOUTH ON SARNIA $270 $96 $64 $430.50
CUST. TOTAL... 270 96 64 430.50
69062 POLYSAT INC 7240 STATE ROAD PA PHILADELPHIA $2,260 $2,990 $3,036 $8,287.00
CUST. TOTAL... 2,260 $2,990 3,036 8,287.00
68853 POLYTEX ENVIRONMENTAL IN 820 EAST 140TH ST NY BRONX $50 $50.00
CUST. TOTAL... 50 50.00
28622 POLYTHANE SYSTEMS INC P O BOX 1452 TX SPRING $746- $746.77-
CUST. TOTAL... 746- 746.77-
09637 POLYTOP 110 GRAHAM DRIVE RI SLATERVILLE $3,835 $1,812 $346 $5,993.73
CUST. TOTAL... 3,835 1,812 346 5,993.73
87509 POPE & TALBOT INC ABSORBENT PRODUCTS DIV WI EAU CLAIRE $1,450 $1,500 $2,950.00
CUST. TOTAL... 1,450 1,500 2,950.00
87281 PORCELAIN INDUSTRIES INC 20 CECO ROAD TN DICKSON $272 $272.00
CUST. TOTAL... 272 $272.00
05983 POTLATCH CORPORATION EAST END MN CLOQUET $5,977 $5,977.55
CUST. TOTAL... 5,977 5,977.55
08224 PPG INDUSTRIES INC AUTOMOTIVE FINISHES OH CLEVELAND $781 $1,557 $560 $2,899.01
CUST. TOTAL... 781 1,557 560 2,899.01
71043 PRECISION CASTPARTS CORP 4600 S E HARVEY DRIVE OR PORTLAND $82 $82.50
CUST. TOTAL... 82 82.50
82889 PRECISION FABRICS GROUP 301 EAST MEADOWVIEW RD NC GREENSBORO $96 $96.25
CUST. TOTAL... 96 96.25
89125 PREMIER INDUSTRIES CORP C/O BROOKS TECHNOLOGY DI OH CLEVELAND $192 $192.50
CUST. TOTAL... 192 192.50
65830 PREMIX INC ROUTE 20 & HARMON ROAD OH N KINGSVILLE $2,561 $295 $2,856.95
CUST. TOTAL... 2,561 295 2,856.95
86929 PRIDE SOLVENTS & CHEM CO 6 LONG ISLAND AVE NY HOLTSVILLE $104 $104.00
CUST. TOTAL... 104 104.00
86224 PRILLAMAN CHEMICAL CORP 2001 CONTINENTAL BLV NC CHARLOTTE $110- $110.00-
09814 PRILLAMAN CHEMICAL CORP 334 WORTH STREET NC FAYETTEVILLE $165 $165.00
86178 PRILLAMAN CHEMICAL CORP C/O RADIATOR SPECIALTY C NC INDIAN TRAIL $1,924 $1,924.00
CUST. TOTAL... 1,924 55 1,979.00
85230 PRIMARY RECOVERY CORP 3302 DEEPWATER TERMINAL VA RICHMOND $1,796 $1,796.00
CUST. TOTAL... 1,796 1,796.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 101
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
89980 PRIORITY TRANSPORTATION 7585 PRIORITY LANE MS OLIVE BRANCH $697 $697.00
CUST. TOTAL... 697 697.00
83883 PRO PAC 1000 BARBEE STREET NC SPRING HOPE $40,664 $40,664.58
CUST. TOTAL... 40,664 40,664.58
88509 PROCTER & GAMBLE DE MEXI LOMA FLORIDA NO 32 MX MESICO DF $1,215 $1,215.00
CUST. TOTAL... 1,215 1,215.00
11800 PROCTER & GAMBLE MFG CO ROUTE 3 FL PERRY $715 $220 $715.00
72571 PROCTER & GAMBLE MFG CO 1 W HEGLER LANE IL DANVILLE $220.00
65940 PROCTER & GAMBLE MFG CO 1422 NICHOLSON ST MD BALITMORE $392 $392.38
01303 PROCTER & GAMBLE MFG CO 5921 SUMMIT AVENUE NC BROWN SUMMIT $412 $1,413 $780 $2,606.00
75957 PROCTER & GAMBLE MFG CO C/O HETERENE CHEM NJ PATERSON $55 $1,306 $1,361.35
50787 PROCTER & GAMBLE MFG CO P O BOX 1574/NOT EDI BIL OH CINCINNATI $10,828 $19,818 $1,442 $4,329 $36,418.62
65910 PROCTER & GAMBLE MFG CO P O BOX 1574 OH CINCINNATI $26,647 $17,741 $644 $45,034.00
83295 PROCTER & GAMBLE MFG CO 5299 SPRING GROVE AVE OH CINCINNATI $37,200 $53,400 $90,600.00
65960 PROCTER & GAMBLE MFG CO 5201 SPRING GROVE AVE OH IVORYDALE $407 $407.00
66060 PROCTER & GAMBLE MFG CO P O BOX 355 STATION A ON TORONTO $15,811 $2,514 $7,334 $18,530 $44,192.10
20435 PROCTER & GAMBLE MFG CO P O BOX 32 PA MEHOOPANY $2,636 $2,636.68
87836 PROCTER & GAMBLE MFG CO 6500 TRANS CANADA HIGHWA PQ POINTE CLAIRE $2,309 $2,340 $4,650.45
89229 PROCTER & GAMBLE MFG CO C/O KOLMAR LABS TN MEMPHIS $45 $45.00
CUST. TOTAL... 96,239 42,470 12,256 78,312 229,278.58
74838 PROCTOR & GAMBLE CELLULO 5100 POPLAR AVENUE TN MEMPHIS $11,275 $3,060 $197 $14,532.50
CUST. TOTAL... 11,275 3,060 197 14,532.50
85451 ROD. IND. DE PLOMO SAD FCO I MADERO 233 MX STA CATARINA $15,724 $10,693 $26,418.25
CUST. TOTAL... 15,724 10,693 26,418.25
63181 PROVOST CARTAGE 7887 GRENACHE PQ MONTREAL $1,271 $1,271.17
CUST. TOTAL... 1,271 1,271.17
85969 PSI CHEMICALS 655 WASHINGTON BLVD CT STAMFORD $737 $737.00
CUST. TOTAL... 737 737.00
66220 PUBLIC SERV ELEC & GAS P O BOX 1866 NJ NEWARK $183 $2,527 $2,711.32
CUST. TOTAL... 183 2,527 2,711.32
10346 PUERTO RICAN MARINE MGMT BOX 3170 RARITON PLAZA NJ EDISON $2,876 $2,876.44
CUST. TOTAL... 2,876 2,876.44
65127 PUROLITE 150 MONUMENT AVENUE PA BALA CYNWYD $45 $180 $225.00
CUST. TOTAL... 45 180 225.00
54965 PVS CHEMICALS INC 12260 S CARONDOLET AVE IL CHICAGO $25,184 $298 $4,895 $30,378.75
14286 PVS CHEMICALS INC 55 LEE STREET NY BUFFALO $3,243 $1,106 $9,799 $14,148.53
00032 PVS CHEMICALS INC 3149 COPLEY ROAD OH COPLEY $65,070 $2,034 $47- 13,673 $80,731.96
CUST. TOTAL... 93,498 2,034 1,357 28,368 125,259.24
12574 PVS NOLWOOD CHEMICAL INC. 10900 HARPER AVENUE MI DETROIT $3,831 $1,246 $841 $5,918.97
CUST. TOTAL... 3,831 1,246 841 5,918.97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 102
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
83903 PVS TECHNOLOGIES 10900 HARPER AVENUE MI DETROIT $35,459 $1,353 $406 $2,329 $39,548.13
CUST. TOTAL... 35,459 1,353 406 2,329 39,548.13
71195 Q O CHEMICALS INC 2801 KENT AV IN W LAFAYETTE $3,383 $3,352 $6,736.00
67220 Q O CHEMICALS INC 3324 CHELSEA AVE TN MEMPHIS $18,412 $1,125 $1,780 $21,318.29
CUST. TOTAL... 21,796 $3,352 1,125 1,780 28,054.29
87640 QUADRA CORPORATION 210 SUMMIT AVE NJ MONTVALE $5,712 $5,712.50
CUST. TOTAL... 5,712 5,712.50
06734 QUADRANT CHEMICAL CO 2600 INDUSTRIAL BVD TX MCKINNEY $3,150 $579 $3,729.90
CUST. TOTAL... 3,150 579 3,729.90
57595 QUAKER CHEMICAL CORP ELM & LEE STREET PA CONSHOHOCKEN $7,605 $6,243 $277 $51 $14,177.10
CUST. TOTAL... 7,605 6,243 277 51 14,177.10
67180 QUAKER STATE CORPORATION CONGO RD WV NEWELL $9,978 $9,978.80
CUST. TOTAL... 9,978 9,978.80
57514 QUAKER SUPREME 435 SADLER STREET AL MONTGOMERY $55 $55.00
CUST. TOTAL... 55 55.00
85029 QUALA SYSTEMS INC 3643 DEPOT RD CA HAYWARD $6,516 $6,516.00
89043 QUALA SYSTEMS INC P O BOX 1708 GA AUGUSTA $450 $450.00
87388 QUALA SYSTEMS INC P O BOX 7 GA JONESBORO $675 $675.00
89227 QUALA SYSTEMS INC P O BOX 165 LA SAINT GABRIEL $455- $455.50-
89728 QUALA SYSTEMS INC 119 E LOUGHBOROUGH ST MO SAINT LOUIS $287 $287.50
89223 QUALA SYSTEMS INC US 421 & COWPEN LANDING NC WILMINGTON $6,137 $6,137.50
89226 QUALA SYSTEMS INC CEDAR SWAMP & COOPER RDS NJ BRIDGEPORT $10,362 $10,362.50
89475 QUALA SYSTEMS INC 80 DOREMUS AVENUE NJ NEWARK $225 $225.00
66456 QUALA SYSTEMS INC BOX 174 NJ PEDRICKTOWN $3,650 $3,650.00
89903 QUALA SYSTEMS INC 470 FILLMORE AVE NY TONAWANDA $197 $197.00
89857 QUALA SYSTEMS INC P O BOX 10 OH ROSS $5,496 $5,251 $10,748.25
89231 QUALA SYSTEMS INC BOX 579 SC FAIRFOREST $14,745 $14,745.00
89547 QUALA SYSTEMS INC 4953 VIRGINIA AVE SC N CHARLESTON $15,774 $15,774.50
89725 QUALA SYSTEMS INC 131 S GARRISON RD SC ROCK HILL $1,146 $1,146.00
89233 QUALA SYSTEMS INC 701 SOUTH HWY 288 TX CLUTE $50 $50.00
89235 QUALA SYSTEMS INC P O BOX 168 WV FRIENDLY $7,775 $7,775.00
89858 QUALA SYSTEMS INC P O BOX 168 WV INSTITUTE $330 $330.00
89225 QUALA SYSTEMS INC ROUTE 2 WV NATRIUM $2,962 $2,962.50
CUST. TOTAL... 76,324 5,251 81,576.25
55074 QUALITY CHEMICALS 2112 INDUSTRIAL ROAD MI HOWELL $174 $174.00
23203 QUALITY CHEMICALS P O BOX 216 PA TYRONE $55 $55.00
CUST. TOTAL... 229 229.00
51615 QUANTUM CHEMICAL CORP 8805 NORTH TABLER ROAD IL MORRIS $165 $165.00
84610 QUANTUM CHEMICAL CORP P O BOX 429596 OH CINCINNATI $125 $125 $375 $625 $1,250.00
CUST. TOTAL... 290 125 375 625 1,415.00
70492 QUEBEC AND ONTARIO PAPER BOX 1040 ALLANBURG RD ON THOROLD $2,030 $2,030.86
CUST. TOTAL... 2,030 2,030.86
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 103
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
88197 QUEBEC PIGMENTS 302 BROSSEAU ST PQ ST JEAN $110 $110.00
CUST. TOTAL... 110 110.00
03776 QUIMICA IND DEL NORTE SA P O BOX 3762 CA SAN YSIDRO $7,494 $7,494.33
CUST. TOTAL... 7,494 7,494.33
76517 QUIMOBASICOS S.A. DE C.V. AVE RUIZ CORTINES MX MONTERREY N L $2,797 $2,797.11
CUST. TOTAL... 2,797 2,797.11
06766 QUIMOBASICOS, S.A. DE C. 2200 JEFFERSON STREET TX LAREDO $280 $280.00
CUST. TOTAL... 280 280.00
73339 QUINCY COMPRESSOR 7TH AND DOBSON AVE AL BAY MINETTE $5,797 $5,797.00
CUST. TOTAL... 5,797 5,797.00
05642 R & F COAL COMPANY 538 N MAIN ST OH CADIZ $745 $745.00
CUST. TOTAL... 745 745.00
22836 R M INDUSTRIES P O BOX 770 SC FORT MILL $27 $27.50
CUST. TOTAL... 27 27.50
19883 R MAX 210 LYON DRIVE NV FERNLEY $110 $110.00
CUST. TOTAL... 110 110.00
86639 RAANI CORPORATION 5401 W 65TH STREET IL BEDFORD PARK $1,697 $1,697.70
CUST. TOTAL... 1,697 1,697.70
86169 RADCURE C/O RHONE POULENC DIV MO SAINT LOUIS $302 $302.50
CUST. TOTAL... 302 302.50
90121 RADCURE SPECIALITIES INC 2000 LAKE PARK DRIVE GA SMYRNA $5,496 $5,496.00
CUST. TOTAL... 5,496 5,496.00
57955 RADIATOR SPECIALTY CO 600 RADIATOR ROAD NC INDIAN TRAIL $90 $90.00
CUST. TOTAL... 90 90.00
88687 RAIL SERVICE INC SUITE 17 MI OKENOS $169 $524 $693.00
CUST. TOTAL... 169 524 693.00
67475 RAISIO INC 3RD & OAK STREETS PA BERWICK $145 $145.00
CUST. TOTAL... 145 145.00
67700 REA MAGNET WIRE CO INC P.O. BOX 6128 IN FORT WAYNE $7,269 $7,269.00
CUST. TOTAL... 7,269 7,269.00
58432 REACTION PRODUCTS COMPANY 840 MORTON AVE CA RICHMOND $963 $963.82
CUST. TOTAL... 963 963.82
12628 REAGENT CHEMICAL COMPANY P O BOX 584 WV INSTITUTE $392 $392.00
CUST. TOTAL... 392 392.00
89026 RECKITT & COLMAN 2 WICKMAN RD ON TORONTO $21- $21.40-
CUST. TOTAL... 21- 21.40-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 104
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
80919 RECKITT & COLMAN HOUSEHO P O BOX 941 NJ WAYNE $4,019 $1,147 $5,166.50
CUST. TOTAL... 4,019 1,147 5,166.50
51205 RECOCHEM INC 131 EAST DR ON BRAMPTON $36 $36.78
07282 RECOCHEM INC 175 RUE DE LEGLISE PQ NAPIERVILLE $127 $127.50
CUST. TOTAL... 164 164.28
88106 RECOVERY SYSTEMS P O BOX 1188 MO ROLLA $3,763 $3,763.75
CUST. TOTAL... 3,763 3,763.75
04482 RED SPOT WESTLAND INC 350 SOUTH EDWIN MI WESTLAND $165 $287 $452.50
CUST. TOTAL... 165 287 452.50
87397 REDMONT SA DE CV C/O IMEX FORWARDING TX LAREDO $19,745 $19,745.00
CUST. TOTAL... 19,745 19,745.00
58200 REFINED SUGARS INC ONE FEDERAL STREET NY YONKERS $165 $210 $338 $713.00
CUST. TOTAL... 165 210 338 713.00
87100 REGAL MARINE INDUSTRIES P O BOX 369 TN SMITHVILLE $27 $27.50
CUST. TOTAL... 27 27.50
22246 REGALITE PLASTICS CORP 300 NEEDHAN STREET MA NEWTON UPR FLS $36 $36.00
CUST. TOTAL... 36 36.00
08628 REGIONAL ENTERPRISES 410 WATER ST VA HOPEWELL $27 $27 $55.00
CUST. TOTAL... 27 27 55.00
04430 REICHHOLD CHEMICAL COMPA P O DRAWER K DE DOVER $843 $843.52
CUST. TOTAL... 843 843.52
63085 REICHOLD CHEMICAL COMPANY P O BOX 1433 FL PENSACOLA $682 $682.00
06660 REICHOLD CHEMICAL COMPANY COLLINS ROAD IL MORRIS $814 $814.84
70510 REICHOLD CHEMICAL COMPANY 6401 CHEMICAL RD MD BALTIMORE $1,137 $55 $1,192.34
77215 REICHOLD CHEMICAL COMPANY P O BOX 13582 MO RES TRIANGLE P $3,077 $3,082 $6,160.00
04437 REICHOLD CHEMICAL COMPANY 400 DOREMUS AVENUE NJ NEWARK $900 $900.25
70310 REICHOLD CHEMICAL COMPANY 46 ALBERT AVE NJ NEWARK $96 $96.00
75254 REICHOLD CHEMICAL COMPANY 400 DOREMUS AVENUE NJ NEWARK $825 $825.00
00561 REICHOLD CHEMICAL COMPANY 1919 WILSON AVENUE ON WESTON $110 $192 $759 $1,062.00
73978 REICHOLD CHEMICAL COMPANY ROUTE 50N STREET PA BRIDGEVILLE $230 $230.00
68490 REICHOLD CHEMICAL COMPANY 1503 HAYDEN ROAD TX HOUSTON $2,914 $2,914.92
CUST. TOTAL... 8,054 192 6,630 14,877.35
89521 REICHOLD CHEMICALS INC 300 HADGRAFT GA CHICKAMAUGA $55 $55.00
CUST. TOTAL... 55 55.00
88610 REILLY INDUSTRIES INC P O BOX 41078 IN INDIANAPOLIS $625 $82 $708.25
CUST. TOTAL... 625 82 708.25
77422 REILLY WHITEMAN INC 800 OCEAN ROAD NJ POINT PLEASANT $3,361 $3,361 $1,947 $4,204 $12,873.75
58700 REILLY WHITEMAN INC 801 WASHINGTON STREET PA CONSHOHOCKEN $3,395 $110 $55 $52 $3,612.00
CUST. TOTAL... 6,756 3,471 2,002 4,256 16,485.75
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 105
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
21083 RELIANCE UPHOLSTERY CO 15902 S MAIN ST CA GARDENA $45 $45.00
CUST. TOTAL... 45 45.00
55707 REMALY FUEL COMPANY 6751 PENNA ROUTE 873 PA SLATINGTON $125 $125.68
CUST. TOTAL... 125 125.68
82087 REMARC CHEMICAL COMPANY 5523 HAVENWOODS DRIVE TX HOUSTON $1,033 $1,033.00
CUST. TOTAL... 1,033 1,033.00
04451 RENOSOL CORPORATION 505 HOOVER STREET MI FARWELL $110 $135 $165 $410.00
CUST. TOTAL... 110 135 165 410.00
89162 RENTAL UNIFORM SERVICE 5901 MIDDLEBROOK PIKE TN KNOXVILLE $27 $27.50
CUST. TOTAL... 27 $27.50
85467 REPROCELL PULP & PAPER 5600 S ALEMEDA CA VERNON $660 $660.00
CUST. TOTAL... 660 660.00
89432 REPUBLIC ENVIRONMENTAL S 2869 SANDSTONE DRIVE PA HATFIELD $82 $220 $302.50
CUST. TOTAL... 82 220 302.50
85322 RESEARCH OIL COMPANY 2777 BROADWAY OH CLEVELAND $330 $330.00
CUST. TOTAL... 330 330.00
25619 RESIN TECHNOLOGY INC 2270 S CASTLE HARBOR PL CA ONTARIO $90 $90.00
CUST. TOTAL... 90 90.00
09459 RESINALL INC 102 DIXIE PINE ROAD MS HATTIESBURG $55 $55.00
16915 RESINALL INC P O BOX 195 NC SEVERN $165 165
CUST. TOTAL... 220 220.00
68980 REVLON PROFESSIONAL PROD P O BOX 984 NJ EDISON $1,666 $619 $2,286.20
CUST. TOTAL... 1,666 619 2,286.20
69010 REYNOLDS METALS COMPANY CAVERNS BLVD VA GROTTOES $27 $27.50
02707 REYNOLDS METALS COMPANY P O BOX 27003 VA RICHMOND $756 $756.00
CUST. TOTAL... 756 27 783.50
01078 RHONE POULENC BASIC CHEM 8615 MANCHESTER ROAD TX HOUSTON $560 $40 $515 $1,115.00
CUST. TOTAL... 560 40 515 1,115.00
83043 RHONE POULENC CHEMICAL 3929 MEDFORD ST CA LOS ANGELES $27 $27 $55.00
08471 RHONE POULENC CHEMICAL 100 MOCOCO ROAD CA MARTINEZ $177 $177.00
86347 RHONE POULENC CHEMICAL 501 NICHOLS ROAD CA PITTSBURG $609 $609.00
27596 RHONE POULENC CHEMICAL 4570 ARDINE STREET CA SOUTH GATE $8,501 $26 $8,527.23
01017 RHONE POULENC CHEMICAL INDUSTRIAL PKWY GA WINDER $1,467 $2,495 $5,784- $4,186- $6,007.60-
05802 RHONE POULENC CHEMICAL 2000 MICHIGAN STREET IN HAMMOND $27 $27.50
07936 RHONE POULENC CHEMICAL 1495 SOUTH 11TH ST KY LOUISVILLE $2,241 $432 $2,673.50
04760 RHONE POULENC CHEMICAL P O BOX 828 LA BATON ROUGE $4,363 $1,981 $515 $1,341 $8,201.25
06426 RHONE POULENC CHEMICAL P O BOX 773 LA SPINGHILL $356 $356.50
86700 RHONE POULENC CHEMICAL 207 TELEGRAPH DR NC GASTONIA $27 $532 $62 $622.66
85098 RHONE POULENC CHEMICAL CN 7500 BLDG N NJ CRANBURY $1,560 $1,560.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 106
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
65530 RHONE POULENC CHEMICAL INTERNATIONAL BILLING ON NJ CRANBURY $360 $360.00
86706 RHONE POULENC CHEMICAL CN 7500 BLDG N NJ CRANBURY $665 $980 $1,646.30
56840 RHONE POULENC CHEMICAL 68 CULVER ROAD NJ DAYTON $2,411 $2,411.00
00531 RHONE POULENC CHEMICAL 125 BLACKHORSE LANE NJ MONMOUTH JCT $3,812 $317 $4,129.50
65450 RHONE POULENC CHEMICAL PO BOX 1259 NJ SOMERVILLE $107,555 $13,981 $2,369 $1,473 $125,380.96
86100 RHONE POULENC CHEMICAL 2300 S PENNSYLVANIA AVE MORRISVILLE $13,927 $3,539 $17,467.04
77159 RHONE POULENC CHEMICAL SIMMS CHAPEL ROAD SC SPARTANBURG $856 $812 $3,025 $502- $4,191.50
01527 RHONE POULENC CHEMICAL BOX 1130 CONTINENTAL BLV TN NASHVILLE $577 $2,277 $357- $2,497.75
69170 RHONE POULENC CHEMICAL 5213 HIGHWAY 332-E TX FREEPORT $6,817 $5,209 $220 $12,246.00
64806 RHONE POULENC CHEMICAL ROUTE 25 WV INSTITUTE $275 $799- $524.00-
07670 RHONE POULENC CHEMICAL PO BOX 22776 CA LONG BEACH $6,194 $374- $292- $918- $4,608.98
CUST. TOTAL... 159,563 30,539 328 786 191,217.07
12887 RHONE POULENC SPECIALITI 490 DUFFERIN STREET PQ VALLEYFIELD $3,948 $5,324 $27- $9,245.73
74065 RHONE POULENC SPECIALITI 2000 ARGENTIA RD ON MISSISSAUGA $220 $1,875 $2,095.50
CUST. TOTAL... 4,168 7,200 27- 11,341.23
01000 RHONE POULENC SURFACTANT 3440 FAIRFIELD ROAD MD BALTIMORE $1,666 $495 $799 $2,960.70
CUST. TOTAL... 1,666 495 799 2,960.70
08779 RICHARDS PAINT MFG CO 200 PAINT STREET FL ROCKLEDGE $382 $382.50
CUST. TOTAL... 382 382.50
78729 RIMTEC BEVERLY ROAD NJ BURLINGTON $2,460 $2,460.00
CUST. TOTAL... 2,460 2,460.00
51389 RINCHEM COMPANY INC 4115 WEST TURNEY AVENUE AZ PHOENIX $55 $55.00
CUST. TOTAL... 55 55.00
06741 RIO GRANDE FORWARDING 1360 N CENTRAL AVE TX BROWNSVILLE $2,350 $2,350.00
86107 RIO GRANDE FORWARDING 1333 E 14TH ST TX BROWNSVILLE $2,000 $360 $2,360.00
CUST. TOTAL... 4,350 360 4,710.00
78330 RISTANCE COMPOUNDS PO BOX 1230 IL LANSING $55 $55.00
CUST. TOTAL... 55 55.00
84624 RITA CORP C/O AGENCIA ADUADE AMERI TM LAREDG $420 $40 $420.00
CUST. TOTAL... 420 40 420.00
76369 RIVERHEAD TRANSIT MIX CO 25 MONTCLAIR AVE NY SAINT JAMES $420.00
CUST. TOTAL... 420.00
57320 ROBINSON CHEMICAL COMPAN 16 WASHINGTON STREET MO CAMBRIDGE $4,047 $4,047.45
4,047 4,047.45
74884 ROCHESTER GAS & ELECTRIC PO BOX 40660 NY ROCHESTER $55 $55.00
CUST. TOTAL... 55 55.00
19556 ROCHESTER PRODUCTS 1000 LEXINGTON AVENUE NY ROCHESTER
CUST. TOTAL... $110 $110.00
110 110.00
80826 ROCKLAND COUNTY SEWER DI 4 ROUTE 340 NY ORANGEBURG $150 $150.00
CUST. TOTAL... 150 150.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 107
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
65364 RODCO INTERNATIONAL 8930 FOURWINDS DR TX SAN ANTONIO $4,598 $8,251 $6,269 $2,730 $21,849.09
CUST. TOTAL... 4,598 8,251 6,269 2,730 21,849.09
89429 ROHM & HAAS CANADA INC C/O BENJAMIN MOORE & CON BC ALDERGROVE $4,993 $4,993.62
CUST. TOTAL... 4,993 4,993.62
87501 ROHM & HAAS COMPANY 14420 MACAW BLVD CA LA MIRADA $3,723 $368 $78 $521- $3,649.25
87502 ROHM & HAAS COMPANY 6800 ROBERTSON AVENUE CA NEWARK $78 $78.00
87500 ROHM & HAAS COMPANY PO BOX 909711 IL CHICAGO $173,572 $90,111 $11,566 $245 $275,495.62
59435 ROHM & HAAS COMPANY PO BOX 32260 KY LOUISVILLE $60 $60.00
88352 ROHM & HAAS COMPANY 14700 MALLARD CREEK RD NC CHARLOTTE $618 $82 $110 $810.00
77435 ROHM & HAAS COMPANY 2 MANSE ROAD ON WEST HILL $107 $21 $128.40
89211 ROHM & HAAS COMPANY C/O CHEMICAL LEAMAN TANK PA BENSALEM $1,544 $52 $104 $1,700.50
59515 ROHM & HAAS COMPANY PA BRISTOL $142 $142.00
66140 ROHM & HAAS COMPANY RICHMOND, BRIDGE & THOMP PA PHILADELPHIA $125 4125.00
70320 ROHM & HAAS COMPANY ATTN TRAN DEPT BLD 60 PA PHILDELPHIA $190,494 $7,070 $2,090 $4,650 $204,305.80
80960 ROHM & HAAS COMPANY 5000 RICHMOND STREET PA PHILADELPHIA $109,030 $14,294 $3,018 $442- $125,900.29
59565 ROHM & HAAS COMPANY PO BOX 672 TX DEER PARK $552 $552.00
CUST. TOTAL... 479,909 112,078 16,856 4,102 612,947.36
77652 ROLLAND INC 455 ROLLAND AVE PQ ST JEROME, TE $6,970 $6,970.00
CUST. TOTAL... 6,970 6,970.00
55110 ROLLINS ENVIRONMENTAL SE PO BOX 74137 LA BATON ROUGE $1,960 $5,138 $1,960.00
02653 ROLLINS ENVIRONMENTAL SE PO BOX 609 TX DEER PARK 5,138 $5,138.00
CUST. TOTAL... $1,960 7,098.00
72504 ROMIC CHEMICAL COMPANY 6760 W ALLISON ROAD AZ CHANDLER $3,284 $3,284.00
08467 ROMIC CHEMICAL COMPANY 2081 BAY ROAD CA E PALO ALTO $55 $55.00
CUST. TOTAL... 3,284 55 3,339.00
20762 ROSCOM 40 ENTERPRISE AVENUE NJ TRENTON $27 $137 4165.00
CUST. TOTAL... 27 137 165.00
56177 ROTONDO-PENN CAST 514 TOWNSHIP LINE ROAD PA TELFORD $170 $170.00
CUST. TOTAL... 170 170.00
58816 ROUGE STEEL COMPANY PO BOX 195000 MI BURTON $1,806 $1,806.40
CUST. TOTAL... 1,806 1,806.40
88518 ROUTE 85 LUMBER 522 CHURCH ST CT HEBRON $42 $42.00
CUST. TOTAL... 42 42.00
77914 ROY BROTHERS INC 764 BOSTON ROAD MA BILLERICA $212 $212.00
CUST. TOTAL... 212 212.00
04317 ROYAL CHEMICAL COMPANY PO BOX 172 OH MACEDONIA $300 $1,252 $1,552.50
CUST. TOTAL... 300 1,252 1,552.50
64899 ROYAL CROWN BOTTLING CO 1000 TENTH AVENUE GA COLUMBUS $110 $110.00
CUST. TOTAL... 110 110.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 108
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
13648 ROYCE ASSOCIATES 35 CARLTON AVENUE NJ E RUTHERFORD $704- $704.00-
CUST. TOTAL... 704- 704.00-
23318 RUBATEX INCORPORATED PO BOX 340 VA BEDFORD $1,204- $1,204.55-
CUST. TOTAL... 1,204- 1,204.55-
75802 RUBBERMAID INC 1616 WHEAT RD KS WINFIELD $82 $82.50
CUST. TOTAL... 82 82.50
71020 RUBICON CHEMICAL INC PO BOX 517 LA GEISMAR $60,638 $938 $61,576.43
CUST. TOTAL... 60,638 938 61,576.43
70960 RUCO POLYMER CORPORATION NEW SOUTH ROD NY HICKSVILLE $34,807 $9,165 $82 $44,054.90
CUST. TOTAL... 34,807 9,165 82 44,054.90
19924 RUETGERS NEASE CHEMICAL 500 CLANTON ROAD GA AUGUSTA $2,071 $2,071.00
RUETGERS NEASE CHEMICAL 10740 PADDYS RUN ROAD OH FERNALD $1,594 $1,594.00
RUETGERS NEASE CHEMICAL 201 STRUBLE ROAD PA STATE COLLEGE $43,270 $732 $20 $44,023.53
CUST. TOTAL... 46,935 732 20 47,688.53
53436 RUSH TRUCKING 382 ROUTE 15 SOUTH 15 NJ WHARTON $100 $100.00
CUST. TOTAL... 100 100.00
06394 S & S CHEMICAL COMPANY 333 JERICHO TURNPIKE NJ JERICHO $172- $172.00-
CUST. TOTAL... 172- 172.00-
67024 S A B H 18450 S MILES ROAD OH CLEVELAND $165 $165.00
CUST. TOTAL... 165 165.00
52005 S A DAY MFG CO INC 1489 NIAGARA STREET NY BUFFALO $2,059 $1,266 $3,325.61
CUST. TOTAL... 2,059 1,266 3,325.61
05238 S C JOHNSON & SON INC 1525 HOWE STREET WI RACINE $110 $55 $110 $275.00
CUST. TOTAL... 110 55 110 275.00
03234 S C M CORPORATION 3901 FT ARMISTEAD ROAD MD BALTIMORE $1,973 $50 $2,023.00
CUST. TOTAL... 1,973 50 2,023.00
22130 S C M ORGANIC CHEMICALS PO BOX 389 FL JACKSONVILLE $396 $396.00
CUST. TOTAL... 396 396.00
51892 S D WARREN COMPANY R F D #3 ME SKOWHEGAN $1,855 $721 $1,602 $4,179.35
04699 S D WARREN COMPANY SUBSIDARY OF SCOTT PAPE ME WESTBROOK $24,278 $2,790 427,068.00
CUST. TOTAL... 26,133 2,790 721 1,602 31,247.35
01265 S L GILMAN PAINT CO 2250 MORELAND AVENUE S E GA ATLANTA $5,907 $847 $2,073 $48,828.50
CUST. TOTAL... 5,907 847 2,073 48,828.50
77112 S S T CORPORATION 15 LEIGH FISHER TX EL PASO $440 $275- $725 $890.00
CUST. TOTAL... 440 275- 725 890.00
89196 SABIC MARKETING AMERICAS METRO CENTER CT STAMFORD $275 $275.00
CUST. TOTAL... 275 275.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 109
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
13047 SAFETY KLEEN CORPORATION 1445 W 42ND STREET IL CHICAGO $137 $275 $1,082 $1,494.75
74012 SAFETY KLEEN CORPORATION 633 E 138TH STREET IL DOLTON $445 $445.00
02052 SAFETY KLEEN CORPORATION 777 BIG TIMBER ROAD IL ELGIN $12,073 $34,543 $14,572 $1,874 $63,063.76
62361 SAFETY KLEEN CORPORATION STATE HWY 146 KY NEW CASTLE $452 $27 $90 $816 $1,386.25
74773 SAFETY KLEEN CORPORATION 1200 SYLVAN ST NJ LINDEN $12,728 $330 $55 $20,357 $33,470.00
89069 SAFETY KLEEN CORPORATION 16540 S E 130TH OR CLACKAMAS $1,669 $3,408 $5,078.40
71758 SAFETY KLEEN CORPORATION RT 2 BOX 418 SC HOLLY HILL $102 $102.50
CUST. TOTAL... 25,391 36,571 14,992 28,086 105,040.66
73226 SAN MATEO FORWARDING INC 9220 SAN MATEO DR IND PA TX LAREDO $840 $840.00
CUST. TOTAL... 840 840.00
86925 SANCAP ABRASIVES 16123 ARMOUR ROAD N E OH ALLIANCE $557 $557.00
CUST. TOTAL... 557 557.00
86796 SANDOZ AGRO INC 1300 E TOUHY AVE IL DES PLAINES $4,041 $4,041.05
CUST. TOTAL... 4,041 4,041.05
68041 SANDOZ CHEMICALS CORP HIGHWAY 27 WEST NC CHARLOTTE $798 $82 $880.50
65587 SANDOZ CHEMICALS CORP P O BOX 26035 NC CHARLOTTE $599 $599.15
76400 SANDOZ CHEMICALS CORP P O BOX 669246 NC CHARLOTTE $595 $337 $932.50
05364 SANDOZ CHEMICALS CORP HIGHWAY 102 SC MARTIN $200 $200.00
CUST. TOTAL... 2,192 82 337 2,612.15
19501 SANITARY SOAP COMPANY 81 DALE AVENUE NJ PATERSON $135 $135.00
CUST. TOTAL... 135 135.00
84817 SARA LEE KNIT PRODUCTS I-40 & JAMESTOWN RD NC MORGANTON $472- $472.00-
CUST. TOTAL... 472- 472.00-
79942 SARTOMER COMPANY 468 THOMAS JONES WAY PA EXTON $1,837 $806 $1,967 $4,610.02
CUST. TOTAL... 1,837 806 1,967 4,610.02
78321 SATTELITE INT'L SUPPLY I 502 CHAPARRAL TX VICTORIA $180 $180.00
CUST. TOTAL... 180 180.00
80267 SATURN CORPORATION CENTE HIHGWAY 31 SOUTH TN SPRING HILL $797 $797.50
CUST. TOTAL... 797 797.50
71660 SAYLES BILTMORE BLEACHER P O BOX 2749 NC ASHEVILLE $348- $348.16-
CUST. TOTAL... 348- 348.16-
71900 SCHENECTADY INTERNATIONA CONGRESS ST & 10TH AVE NY SCHENECTADY $9,567 $577 $577 $2,299 $13,022.35
03416 SCHENECTADY INTERNATIONA 319 COMSTOCK ROAD ON SCARBOROUGH $165 $390 $555.56
05019 SCHENECTADY INTERNATIONA ROUTE 523 TX FREEPORT $4,183 $1,561 $5,744.79
CUST. TOTAL... 13,916 577 577 4,251 19,322.70
60789 SCHULLER INTERNATIONAL P O BOX 5130 WV VIENNA $1,471 $1,471.87
CUST. TOTAL... 1,471 1,471.87
83272 SCM CHEMICALS C/O CONTINENTAL TRAFFIC TN MEMPHIS $3,688 $3,688.00
CUST. TOTAL... 3,688 3,688.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 110
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
60109 SCOT LUBRICANTS 1715 E TREMONT STREET PA ALLENTOWN $168 $168.00
CUST. TOTAL... 168 168.00
10540 SCOTFORD/CO/SHELL CANADA 75 WINFORD DRIVE ON DON MILLS $6,005 $602 $6,607.50
CUST. TOTAL... 6,005 602 6,607.50
56207 SCOTT LABS INC 18841 PARK CIRCLE DR OH CHAGRIN FALLS $247 $55 $302.50
CUST. TOTAL... 247 55 302.50
89430 SCOTT PAPER CO NORTHWEST OPERATIONS WA EVERETT $2,480 $2,480.60
CUST. TOTAL... 2,480 2,480.60
28424 SCOTT PAPER COMPANY P O BOX 9010 PA PHILDADELPHIA $2,297 $137 $6,781 $9,217.13
CUST. TOTAL... 2,297 137 6,781 9,217.13
84731 SEA-PRO BOATS INC 769 CHAPIN RD SC CHAPIN $150 $150.00
CUST. TOTAL... 150 150.00
05066 SEALED AIR CORPORATION OLD SHERMAN TURNPIKE CT DANBURY $137 $27- $110.00
CUST. TOTAL... 137 27- 110.00
73620 SEALMASTER MANUFACTURING P O BOX 282 PA HILLSBILLE $654 $981 $1,635.00
CUST. TOTAL... 654 981 1,635.00
53403 SEALRIGHT COMPANY INC 4209 EAST NOAKES STREET CA CITY OF COMMER $120 $120.00
CUST. TOTAL... 120 120.00
67562 SEELER INDUSTRIES 2000 N BROADWAY STREET IL JOLIET $3,067 $3,067.00
CUST. TOTAL... 3,067 3,067.00
86738 SEGO P O BOX 3526 OR PORTLAND $381 $381.40
CUST. TOTAL... 381 381.40
56251 SELECTIVE COATINGS INC 5008 INDUSTRIAL BLVD NJ FARMINGDALE $1,692 $1,692.00
CUST. TOTAL... 1,692 1,692.00
78125 SERVICE COATINGS INC 15600 LATHROP STREET IL HARVEY $165 $220 $55 $82 $522.50
CUST. TOTAL... 165 220 55 82 522.50
57880 SERVICES TMG 3400 CHEMIN DUCOLUMB PQ ST HONORE $217- $217.63-
CUST. TOTAL... 217- 217.63-
85163 SFPP L T 588 S FIGUEROA STREET CA LOS ANGELES $1,536 $1,536.33
1,536 1,536.33
01442 SHAKESPEARE COMPANY PO BOX 733 SC NEWBERRY $27 $342 $370.00
CUST. TOTAL... 27 342 370.00
78937 SHANNON CHEMICAL CORP 602 JEFFERS CIRCLE PA EXTON $413 $413.00
CUST. TOTAL... 413 413.00
02778 SHARON TUBE COMPANY 134 MILL STREET PA SHARON $243 $253 $507.56
CUST. TOTAL... 243 253 507.56
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 111
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
63539 SHEBOYGAN PAINT CO INC HWY 100 & SECOND ST GA CEDARTOWN $906 $906.35
CUST. TOTAL... 906 906.35
76642 SHELL CANADA 6010 NOTRE DAME STREET PQ MONTREAL $2,998 $2,998.25
CUST. TOTAL... 2,998 2,998.25
16629 SHELL CHEMICAL COMPANY P O BOX 6249 CA CARSON $247 $1,553 $1,800.50
81341 SHELL CHEMICAL COMPANY 20945 S WILMINGTON AVE CA CARSON $672 $672.00
73640 SHELL CHEMICAL COMPANY BOX 500 ATT SHIPPING DEP LA GEISMAR $27 $110 $900 $1,037.50
78484 SHELL CHEMICAL COMPANY P O BOX 10 LA NORCO $397 $397.00
73830 SHELL CHEMICAL COMPANY 111 STATE STREET NJ SEWAREN $165 $165.00
73550 SHELL CHEMICAL COMPANY P O BOX 4444 TX DEER PARK $1,279 $1,279.00
74394 SHELL CHEMICAL COMPANY P O BOX 2633 TX DEER PARK $302 $577 $880.00
63357 SHELL CHEMICAL COMPANY P O BOX 1876 TX HOUSTON $6,060 $4,852 $4,079 $14,991.56
73780 SHELL CHEMICAL COMPANY P O BOX 1876/ATT FRT ACC TX HOUSTON $57,138 $979 $1,500 $59,618.23
77088 SHELL CHEMICAL COMPANY P O BOX 3105 TX HOUSTON $3,769 $4,994.00
89675 SHELL CHEMICAL COMPANY P O BOX 3105 TX HOUSTON $4,994
CUST. TOTAL... 63,638 13,462 397 12,106 89,604.78
14020 SHELL DEVELOPMENT COMPAN P O BOX 1382 TX HOUSTON $2,845 $35 $2,880.60
CUST. TOTAL... 2,845 35 2,880.60
71413 SHELL OIL COMPANY 1622 E SEPULVEDA BLVD CA CARSON $55 $55.00
00712 SHELL OIL COMPANY P O BOX 711 CA MARTINEZ $2,062 $566 $76,034 $78,663.25
56616 SHELL OIL COMPANY P O BOX 262 IL WOOD RIVER $2,719- $2,719.30-
22501 SHELL OIL COMPANY P O BOX 7400 LA METAIRIE $1,467 $1,467.92
67075 SHELL OIL COMPANY HWY 61 & RIVER ROAD LA NORCO $1,485 $4,485.00
54721 SHELL OIL COMPANY P O BOX 68 NJ SEWAREN $1,707 $1,707.64
73530 SHELL OIL COMPANY 2982 WASHINGTON BLVD OH BELPRE $2,886 $347 $3,234.00
02769 SHELL OIL COMPANY C/O GORDON TERMINAL PA MCKEES ROCKS $990- $990.86-
64591 SHELL OIL COMPANY P O BOX 100 TX DEER PARK $4,077 $4,077.00
20865 SHELL OIL COMPANY P O BOX 2463 TX HOUSTON $622 $622.83
72452 SHELL OIL COMPANY P O BOX 2463 TX HOUSTON $3,311 $3,311.89
73760 SHELL OIL COMPANY P O BOX 4480/EDI BILLING TX HOUSTON $24,974 $2,606 $1,282- $26,298.35
75337 SHELL OIL COMPANY P O BOX 4787 TX HOUSTON $1,453 $944 $75 $2,472.00
76581 SHELL OIL COMPANY P O BOX 3105/TONI MURPHY TX HOUSTON $5,365 $5,365.00
78048 SHELL OIL COMPANY P O BOX 4408 TX HOUSTON $31,525 $7,468 $137 $10,638 $49,770.12
81351 SHELL OIL COMPANY P O BOX 4408 TX HOUSTON $7,254 $7,254.00
CUST. TOTAL... 78,473 15,867 1,144- 88,877 182,073.84
50635 SHELL WESTERN E & P INC BOX 150 CA COALINGA $45 $45.00
55319 SHELL WESTERN E & P INC P O BOX 4632 TX HOUSTON $2,606 $2,606.32
CUST. TOTAL... 2,651 $2,651.32
73800 SHENANGO INC 200 NEVILLE ROAD PA PITTSDBURGH $2,252 $876 $3,128.60
CUST. TOTAL... 2,252 876 3,128.60
73720 SHEPHERD CHEMICAL COMPAN 2803 HIGHLAND AVE OH CINCINNATI $1,180 $1,180.88
CUST. TOTAL... 1,180 1,180.88
04754 SHEREX CHEMICAL COMPANY P O BOX 646 OH DUBLIN $2,097 $2,097.00
CUST. TOTAL... 2,097 2,097.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 112
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
53960 SHERMAN HEATING OIL P O BOX 206 DE MILTON $245- $245.25-
CUST. TOTAL... 245- 245.25-
09175 SHERWIN WILLIAMS COMPANY 1450 SHERWIN AVENUE CA EMERYVILLE $330 $330.00
50665 SHERWIN WILLIAMS COMPANY 11700 S COTTAGE GROVE AV IL CHICAGO $82 $27 $110.00
08303 SHERWIN WILLIAMS COMPANY BOGGS LANE SOUTH KY RICHMOND $247 $247.50
20436 SHERWIN WILLIAMS COMPANY 2326 HOLLINS FERRY ROAD MD BALTIMORE $310 $302 $36 $649.17
22090 SHERWIN WILLIAMS COMPANY 1025 HOWARD STREET NC GREENSBORO $247 $110 $275 $632.50
79740 SHERWIN WILLIAMS COMPANY 119 STAGECOACH TRAIL NC GREENSBORO $106 $55 $805 $966.50
73940 SHERWIN WILLIAMS COMPANY 2802 W MILLER RD TX GARLAND $340 $45 $302 $582 $1,270.00
CUST. TOTAL... 1,664 540 577 1,424 4,205.67
83645 SHERWIN WILLIAMS CO #150 W SAND LAKE ROAD FL ORLANDO $45 $45 $90.00
CUST. TOTAL... 45 45 90.00
18868 SHERWOOD MEDICAL INDUSTR HOOK ROAD/P O BOX 147 NY ARGYLE $55 $55.00
CUST. TOTAL... 55 55.00
65130 SHINTECH 5616 HWY 332 EAST TX FREEPORT $4,088 $292 $4,380.00
CUST. TOTAL... 4,088 292 4,380.00
56088 SHRIEVE CHEMICAL COMPANY 1717 WOODSTEAD COURT TX WOODLAND $1,339 $1,339.50
CUST. TOTAL... 1,339 1,339.50
51274 SHU CHEM INC PO BOX 159 TX MANVEL $120 $40 $40 $200.00
CUST. TOTAL... 120 40 40 200.00
80156 SICO INC 2505 AV DE LA METROPOLE PQ LONGUEVIL $851 $851.19
CUST. TOTAL... 851 851.19
54666 SIDNEY COAL COMPANY P O BOX 299 KY SIDNEY $110 $1,743 $1,853.00
CUST. TOTAL... 110 1,743 1,853.00
22154 SILGAN PLASTICS CORP P O BOX 405 CT DEEP RIVER $3,787 $3,787.24
CUST. TOTAL... 3,787 3,787.24
90174 SIMPLOT SOILBUILDERS P O BOX 10004 WA YAKIMA $120 $120.00
CUST. TOTAL... 120 120.00
16111 SIMPSON PAPER COMPANY RIVER & MANOR RD PA MIQUON $52 $52.52
07596 SIMPSON PAPER COMPANY P O BOX 129 VT GILMAN $27 $27.50
CUST. TOTAL... 80 80.02
82507 SIMS WAREHOUSE 714 CHATT. AVE GA DALTON $55 $55.00
CUST. TOTAL... 55 55.00
63015 SLACK CHEMICAL COMPANY 465 SO CLINTON ST NY CARTHAGE $27 $27.50
CUST. TOTAL... 27 27.50
65747 SLOSS INDUSTRIES CORP P O BOX 5327 AL BIRMINGHAM $165 $165.00
CUST. TOTAL... 165 165.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 113
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
87930 SNOWDEN ENTERPRISES 3257 EAST CENTRAL CA FRESNO $340 $340.80
CUST. TOTAL... 340 340.80
50401 SNPE NORTH AMERICA INC 103 CARNEGIE CENTER NJ PRINCETO $285 $285.50
CUST. TOTAL... 285 285.50
13298 SOCO WESTERN CHEM CORP 3270 E WASHINGTON BLVD CA LOS ANGELES $82 $55- $27.50
CUST. TOTAL... 82 55- 27.50
86630 SOFECIA S A 2 STAMFORD LANDING CT STAMFORD $786 $786.00
87605 SOFECIA S A 10 WESTPORT ROAD CT WILTON $1,312 $810 $3,646 $5,769.54
24660 SOFECIA S A 920 STATE STREET NJ PERTH AMBOY $180 $180.00
CUST. TOTAL... 1,312 810 4,612 6,735.54
22874 SOLLIDAY OIL COMPANY P O BOX 7 MD HAGERSTOWN $168- $168.60-
CUST. TOTAL... 168- 168.60-
89084 SOLVAY AUTOMOTIVE C/O E I DUPONT IN SOUTH BEND $913 $1,080 $1,994.42
CUST. TOTAL... 913 1,080 1,994.42
89796 SOLVAY MINERALS WEST VACO RD WY GREEN RIVER $180 $180.00
CUST. TOTAL... 180 180.00
02551 SOLVENTS & CHEMICALS 4704 SHANK ROAD TX PEARLAND $126 $126.00
84994 SOLVENTS & CHEMICALS INC 242 DIVIDEND AVE TX MIDLOTHIAN $188 $188.00
CUST. TOTAL... 314 314.00
23215 SOLVOX MFG COMPANY 11725 WEST FAIRVIEW AVE WI MILWAUKEE $2,052 $2,052.00
CUST. TOTAL... 2,052 2,052.00
61785 SONOCO PRODUCTS COMPANY 4856 OLD DIXIE ROAD GA FOREST PARK $748 $748 $1,496.80
76070 SONOCO PRODUCTS COMPANY 1-85 NORTH 2ND STREET SC HARTSVILLE $1,367 $1,367.95
88854 SONOCO PRODUCTS COMPANY 1925 COUNTRY CLUB TX CARROLLTON $137 $137.50
CUST. TOTAL... 2,116 748 137 3,002.25
66946 SONY MAGETIC PRODUCTS IN RT 4 BOX 278 W TX LAREDO $557 $27 $585.00
CUST. TOTAL... 557 27 585.00
53389 SORG PAPER COMPANY 901 MANCHESTER STREET OH MIDDLETOWN $2,682 $884 $3,566.22
CUST. TOTAL... 2,682 884 3,566.22
00101 SOUTES WORKS 624 W CATAWBA AVE NC MOUNT HOLLY $55 $55 $110.00
CUST. TOTAL... 55 55 110.00
09544 SOUTH ATLANTIC SERVICES 3527 HYW 421 NORTH NC WILMINGTON $3,038 $27 $3065.99
CUST. TOTAL... 3,038 27 3065.99
76530 SOUTH COAST TERMINALS P O BOX 15535 TX HOUSTON $82 $82.50
CUST. TOTAL... 82 82.50
76660 SOUTHCHEM INCORPORATED P O BOX 1491 NC DURHAM $3,409 $134 $134 $3,677.60
CUST. TOTAL... 3,409 134 134 3,677.60
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 114
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
02089 SOUTHDOWN ENVIRONMENTAL 425 SOUTH ISIS AVENUE CA INGLEWOOD $5,430 $2,967 $664- $7,733.98
CUST. TOTAL... 5,430 2,967 664- 7,733.98
86299 SOUTHERN CALIF EDSON 620 S RAYMOND AVENUE CA ALHAMBRA $385 $385.00
85219 SOUTHERN CALIF EDSON CO P O BOX 3853 CA SAN FRANCISCO $165 $225 $316 $707.40
CUST. TOTAL... 550 225 316 $1,092.40
12689 SOUTHERN COATINGS & CHEM P O BOX 160 SC SUMTER $137 $137.50
CUST. TOTAL... 137 137.50
85979 SOUTHERN COTTON OIL P O BOX 5727 AR N LITTLE ROCK $593 $593.00
CUST. TOTAL... 593 593.00
71625 SOUTHERN COUNTIES OIL CO 1825 W COLLINS ST CA ORANGE $2,306 $998 $3,304.50
CUST. TOTAL... 2,306 998 3,304.50
75010 SOUTHERN MERCERIZING DRAWER H MO TRYON $353 $353.89
CUST. TOTAL... 353 353.89
63150 SOUTHERN PACIFIC TRANS C 19700 SLOVER CA BLOOMINGTON $521 $521.00
CUST. TOTAL... 521 521.00
53055 SOUTWEST DISTRIBUTING 539 SOUTH DREW STREET AZ MESA $220 $220.00
CUST. TOTAL... 220 220.00
23669 SOUTWEST SOLVENTS & CHE 11235 F M 529 TX HOUSTON $1,204 $502 $555 $145 $2,406.95
CUST. TOTAL... 1,204 502 555 145 2,406.95
80875 SPACARD INTERNATIONAL SE 156-15 146TH AVENUE NY JAMAICA $155 $155.00
CUST. TOTAL... 155 155.00
65611 SPARTAN ADHESIVES ROUTE 176 IL CRYSTAL LAKE $55 $55.00
CUST. TOTAL... 55 55.00
02264 SPAULDING COMPOSITES CO 1300 SO 7TH ST/PO BOX 86 IL DE KALB $2,471 $2,471.00
CUST. TOTAL... 2,471 2,471.00
63270 SPECIALTY MINERALS INC. 260 COLUMBIA STREET MA ADAMS $165 $165.00
CUST. TOTAL... 165 165.00
89014 SPINIELLO LIMTED INC 657 NEW YORK AVE PA ROCHESTER $137 $137.50
CUST. TOTAL... 137 137.50
71380 ST JOE PAPER COMPANY HIGHWAY 98 FL PORT ST JOE $6,210 $6,210.00
CUST. TOTAL... 6,210 6,210.00
03765 ST LAWRENCE CHEMICAL LTD 3055 JARROE ROAD ON MISSISSAUGA $110 $715 $825.00
65709 ST LAWRENCE CHEMICAL LTD 19201 CLARK GRAHAM AVENU PQ BAILE DURFE $192 $481 $673.54
05482 ST LAWRENCE CHEMICAL LTD 325 HYMUS BLVD PQ POINTE CLAIRE $82 $82.50
CUST. TOTAL... 82 302 1,196 1,581.04
64215 ST LAWRENCE RESIN PRODUC 82 FISH CARRIER STREET ON CAYUGA $1,051 $165 $1,134 $2,350.70
CUST. TOTAL... 1,051 165 1,134 2,350.70
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 115
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
82377 ST LOUIS COUNTY WATER CENTRAL PLT #3 MO CHESTERFIELD $27 $82 $110.00
CUST. TOTAL... 27 82 110.00
83012 ST NICHOLAS CO 5 P O BOX 71 PA SHENNANDOAH $704 $704.59
CUST. TOTAL... 704 704.59
89724 ST SERVICES 2941 NAVY DRIVE CA STOCKTON $608 $608.00
CUST. TOTAL... 608 608.00
61141 STAFLEX SPECIALTY ESTERS MIDDLESEX AVENUE NJ CARTERET $175- $175.00-
CUST. TOTAL... 175- 175.00-
01954 STAHL USA P O BOX 3039 MA PEABODY $82 $82.50
CUST. TOTAL... 82 82.50
88851 STALER TISSUE CO 54 MAPLE STREET ME AUGUSTA $1,035 $1,035.50
CUST. TOTAL... 1,035 1,035.50
87197 STANDADYNE AUTOMOTIVE COR 230 CLARKS NECK ROAD NC WASHINGTON $1,082 $1,082.28
CUST. TOTAL... 1,082 1,082.28
73867 STANCHEM INC 43 JUTLAND ROAD ON ETOBICOKE $537 $537.79
CUST. TOTAL... 537 537.79
07944 STANCHEM OF CANADA INC 2900 J P DESCHAMPS PQ LACHINE $27- $27.50-
CUST. TOTAL... 27- 27.50-
70953 STANDARD CHLORINE PO BOX 1145/UNI-PAY DEP NY BUFFALO $6,052 $1,150 $1,232- $5,970.00
CUST. TOTAL... 6,052 1,150 1,232- 5,970.00
76409 STAR ENERPRISE RIVER ROAD LA CONVENT $55 $1,417 $1,472.00
71626 STAR ENERPRISE P O BOX 674414 TX HOUSTON $8,086 $92 $573 $8,753.11
74513 STAR ENERPRISE NORTH END OF HOUSTON AVE TX PORT ARTHUR $1,057 $1,057.00
CUST. TOTAL... 9,143 147 1,990 11,282.11
14263 STATE INDUSTRIES BYPASS ROAD/HWY 49-5 TN ASHLAND CITY $55 $55.00
CUST. TOTAL... 55 55.00
78050 STELCO INC P O BOX 2030/CODE 22-072 ON HAMILTON $4,287 $6,591 $1,356 $12,234.93
CUST. TOTAL... 4,287 6,591 1,356 12,234.93
57464 STEPAN CANADA INC P O BOX 307 ON ORILLA $135 $55- $80.00
CUST. TOTAL... 135 55- 80.00
06419 STEPAN COMPANY P O BOX 687 GA WINDER $498 $467 $745 $1,711.75
78190 STEPAN COMPANY RR #1 IL ELWOOD $5,710 $1,746 $935 $56 $8,447.25
04907 SPEPAN COMPANY EDENS & WINNETKA RD IL NORTHFIELD $2,339 $136 $310 $2,785.47
64096 STEPAN COMPANY 4TH & BURLINGTON ST NJ BORDENTOWN $182 $182 $26 $390.00
65455 STEPAN COMPANY 4TH STREET NJ FIELDSBORO $467 $24 $491.50
65465 STEPAN COMPANY 100 WEST HUNTER AVENUE NJ MAYWOOD $110 $310 $420.00
CUST. TOTAL... 8,840 1,928 2,006 1,471 14,245.97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 116
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
75031 STEPAN MEXICO S A P O BOX 2027 TX BROWNSVILLE $4,325 $6,260 $10,585.99
CUST. TOTAL... 4,325 6,260 10,585.99
15656 STERLING ORGANICS US 33 RIVERSIDE AVENUE NY RENSSLAER $4,201 $4,393 $8,594.50
CUST. TOTAL... 4,201 4,393 8,594.50
85829 STERLING WINTHROP RT 206 & HILLSBORO RD NJ BELLE MEAD $82 $55- $27.50
CUST. TOTAL... 82 55- 27.50
13524 STEWART STEVENSON OPER WITCO GOLDEN BEAR REFINE CA OILDALE $7,825 $7,825.10
CUST. TOTAL... 7,825 7,825.10
05076 STOCKHAUSEN INC 2408 DOYLE STREET NC GREENSBORO $1,058 $1,058.00
CUST. TOTAL... 1,058 1,058.00
70277 STOLLER CHEMICAL CO 8582 KATY FREEWAY TX HOUSTON $100 $100.00
CUST. TOTAL... 100 100.00
67555 STOLT NEILSON INC 285 DAVIDSON AVENUE NJ SOMERSET $37,938 $31,652 $2,721 $5,430 $77,742.15
83816 STOLT NEILSON INC INTERNATIONAL BILLING ON NJ SOMERSET $3,032 $6,243 $1,786 $8,280 $19,341.40
89314 STOLT NEILSON INC C/O ZENECA AGROCHEMICALS TN MOUNT PLEASANT $195 $195.00
57565 STOLT NEILSON INC INTERNATIONAL BILLING ON TX HOUSTON $2,605 $800 $327- $207- $2,871.36
CUST. TOTAL... 43,575 38,890 4,180 13,503 100,149.91
82053 STONE CONSOLIDATED INC 891 MAIN STREET NC BATHURST $58 $58.85
CUST. TOTAL... 58 58.85
07194 STONE CONTAINER CORP 500 NORTH 4TH STREET OH COSHOCTON $1,749 $1,749.00
10734 STONE CONTAINER CORP OLD GEORGETOWN ROAD SC FLORENCE $1,036 $322 $1,358.00
22224 STONE CONTAINER CORP P O BOX 201 VA HOPEWELL $210 $210.00
CUST. TOTAL... 1,959 1,036 322 3,317.00
77392 STORA PAPYRUS NEWTON FAL 1 MAIN STREET NY NEWTON FALLS $41 $41.25
CUST. TOTAL... 41 41.25
08948 STREET INDUSTRIES INC P O BOX 6509 MO SAINT LOUIS $556 $1,952 $2,508.00
CUST. TOTAL... 556 1,952 2,508.00
23653 STRICK CORPORATION R D # 3 BOX 54 PA HUGHESVILLE $55 $55.00
CUST. TOTAL... 55 55.00
02921 SULCO CHEMICALS LTD P O BOX 126 ON ELMIRA $247 $247.50
CUST. TOTAL... 247 247.50
59597 SUMITRANS CORP/SUMITOMO 1981 MARCUS AVENUE NY LAKE SUCCESS $1,527 $1,527.50
CUST. TOTAL... 1,527 1,527.50
82321 SUMMIT ENVIRONMENTAL COR 3033 W MISSION RD CA ALHAMBRA $74,435 $74,435.82
CUST. TOTAL... 74,435 74,435.82
08690 SUMMIT RESOURCE 6325 CONSTITUTION DR IN FORT WAYNE $4,821 $3,059 $572 $8,453.13
CUST. TOTAL... 4,821 3,059 572 8,453.13
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 117
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 78070 SUN BELT ROCK HILL INDUSTRIAL PAR SC ROCK HILL $4,552 $2,276 $6,828.57
CUST. TOTAL... 4,552 2,276 6,828.57
81160 SUN CHEMICAL COMPANY P O BOX 920 MA NORWOOD $754 $996 $1,750.80
04530 SUN CHEMICAL COMPANY 4925 EVANSTON AVENUE MI MUSKEGON $1,897 1,897.50
20684 SUN CHEMICAL COMPANY 4526 CHECKERING AVENUE OH CINCINNATI $27 27.50
53448 SUN CHEMICAL COMPANY 1380 FORD STREET OH MAUMEE $725 $725.00
64273 SUN CHEMICAL COMPANY P O BOX 569 TN DICKSON $950 $950.00
CUST. TOTAL... 781 996 3,572 5,350.80
02489 SUN COMPANY INC P O BOX 3539 OK TULSA $392 $392.00
21509 SUN COMPANY INC DEL AVE & GREEN ST PA MARCUS HOOK $684 $26 $710.00
69874 SUN COMPANY INC P O BOX 426 PA MARCUS HOOK $1,517 $478 $475 $2,470.54
79410 SUN COMPANY INC P O BOX 1225 PA MARCUS HOOK $43,874 $7,445 $1,589 $4,587 $57,496.71
33786 SUN COMPANY INC 5145 SIMPSON FERRY RD PA MECHANICSBURG $1,389 $1,389.91
05896 SUN COMPANY INC 1801 MARKET STREET PA PHILADELPHIA $10,251 $1,250 $1,856 $13,358.28
22561 SUN COMPANY INC P O BOX 13812 PA PHILADELPHIA $8,438 $406 $8,844.67
CUST. TOTAL... 66,154 9,174 1,615 7,717 84,662.11
86444 SUN PETROCHEMICALS CO BOX 69 PA BEAVER $597 $597.60
CUST. TOTAL... 597 597.60
69467 SUN PINE COMPANY 331 WEST JASPER MS BRANDON $120 $120.00
CUST. TOTAL... 120 120.00
82766 SUN PIPE LINE COMPANY P O BOX 2086 PA SINKING SPRING $826 $826.00
CUST. TOTAL... 826 826.00
89263 SUNBURY COMPONENT IND IN 707 WEST CHERRY ST OH SUNBURY $55 $2,046 $1,768 $3,869.00
CUST. TOTAL... 55 2,046 1,768 3,869.00
50019 SUNOCO PRODUCTS COMPANY FT OF SARGENT STREET MA HOLYOKE $82 $82.50
CUST. TOTAL... 82 82.50
89957 SUNRISE UTILITY 8700 SW 19TH PLACE FL FORT LAUDERDAL $165 $165.00
CUST. TOTAL... 165 165.00
79356 SUNRISE QUALITY PRODUCT P O BOX 197 PA FRACKVILLE $27 $27.50
CUST. TOTAL... 27 27.50
83757 SUPER BOND 3320 COLLINS STREET PA PHILADELPHIA $247 $247.50
CUST. TOTAL... 247 247.50
00871 SUPER TECH PRODUCTS INC 25-44 BOROUGH PLACE NY WOODSIDE $1,662 $1,662.20
CUST. TOTAL... 1,662 1,662.20
86734 SUPERIOR QUALITY PRODUCT P O BOX 2023 NY SCOTIA $830 $830.00
CUST. TOTAL... 830 830.00
81266 SURFACTANT TECHNOLOGY 328 W 11TH STREET FL RIVIERA BEACH $30- $30.00-
CUST. TOTAL... 30- 30.00-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 118
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
04082 SURPASS CHEMICAL LTD 36 UPTON ROAD ON SCARBOROUGH $1,972 $2,805 $4,777.98
07975 SURPASS CHEMICAL LTD 1100-250 CONSUMERS ROAD ON WILLOWDALE $9,040 $452 $479 $7,394 $17,366.40
CUST. TOTAL... 11,012 452 479 10,200 22,144.38
62046 SUTTON LABORATORIES INC. 116 SUMMIT AVENUE NJ CHATHAM $32 $32.00
CUST. TOTAL... 32 32.00
65023 SUTTONS INTL (N A )INC 25 S MAIN ST/SUITE 10 NJ EDISON $9,716 $6,457 $3,565 $3,022 $22,761.56
CUST. TOTAL... 9,716 6,457 3,565 3,022 22,761.56
53526 SWANK CONSTRUCTION CO PO BOX 21 PA NEW KENSINGTON $45 $45.00
CUST. TOTAL... 45 45.00
62067 SWEETHEART CUP CORP 10100 REISTERTOWN ROAD MD OWINGS MILLS $55 $55.00
CUST. TOTAL... 55 55.00
09134 SYBRON CORPORATION PO BOX 45 NJ BIRMINGHAM $45 $3,349 $555 $3,949.31
CUST. TOTAL... 45 3,349 555 3,949.31
20365 SYNAIR CORPORATION 2003 AMNICOLA HIGHWAY TN CHATANGOOGA $217 $217.50
CUST. TOTAL... 217 217.50
00589 SYNGET PRODUCTS 201 BOSTON TURNPIKE CT BOLTON $55 $27 $82.50
CUST. TOTAL... 55 27 82.50
85005 SYNERGISTICS 10 RUCKLE AVE NJ FARMINGDALE $1,506 $1,506.00
CUST. TOTAL... 1,506 1,506.00
83316 SYNERGISTICS/CARY WEST RT 23 BOX 100 TX CONROE $1,317 $212 $275 $1,804.00
CUST. TOTAL... 1,317 212 275 1,804.00
86500 SYNTHETIC PRODUCTS CO 301 BARNUM AVE CUTOFF CT STRATFORD $27 $1,201 $1,229.00
CUST. TOTAL... 27 1,201 1,229.00
80983 SYSTECH LYNDALE ROAD IN GREENCASTLE $247- $247.50-
CUST. TOTAL... 247- 247.50-
22099 SYSTECH CORPORATION S CEMENT ROAD KS FREDONIA $420 $134 554.50
CUST. TOTAL... 420 $134 $554.50
26171 T & T CHEMICAL COMPANY 1160 GRANVILLE ROAD OH NEWARK $5,120 $1,179 $6,299.50
CUST. TOTAL... 5,120 1,179 6,299.50
89530 T C I INC RD #3 BOX 1531 NY HUDSON $1,500 $1,500.50
CUST. TOTAL... 1,500 1,500.50
90132 T D S I 550 WATER ST FL JACKSONVILLE $9,733 $9,733.80
55329 T D S I 100 N CHARLES STREET MD BALTIMORE $8,892 $4,142- $4,750.04
80596 T D S I 1525 ANDRE STREET MD BALTIMORE $27 $722 $750.00
56884 T D S I 36TH & MOORE STREETS PA PHILADELPHIA $2,392 $2,392.19
CUST. TOTAL... 18,626 27 1,028- 17,626.03
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 119
S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
77369 T G SODA ASH INC P O BOX 30321 NC RALEIGH $74 $74.80
CUST. TOTAL... 74 74.80
75448 TAMARACK FARMS DAIRY 1701 TAMARACK OH NEWARK $27 $27.50
CUST. TOTAL... 27 27.50
25814 TANNER CHEMICAL COMPANY 9 FURMAN HALL CT SC GREENVILLE $526 $526.00
CUST. TOTAL... 526 526.00
05977 TARKETT INCORPORATED 1139 LEIGH AVENUE PA WHITEHALL $1,114 $2,228 $3,342.00
CUST. TOTAL... 1,114 2,228 3,342.00
84324 TAYLOR CHEMICAL CO 1029 PROGRESS CIRCLE GA LAWRENCEVILLE $137 $137.50
CUST. TOTAL... 137 137.50
89221 TAYLOR MINSTER 201 VANDERPOOL LANE #75 TX HOUSTON $575 $575.00
CUST. TOTAL... 575 575.00
78478 TECHNI THERM INC 3330 MARLEAU AVE ON CORNWALL $969 $969.00
CUST. TOTAL... 969 969.00
60138 TECHNICAL CHEMICAL CO 10737 SPRANGLER ROAD TX DALLAS $120 $120.00
CUST. TOTAL... 120 120.00
10102 TECHNICAL COATINGS CO 57 EAST CENTRE STREET NJ NUTLEY $165 $165.00
CUST. TOTAL... 165 165.00
03658 TECHNICAL PRODUCTS PO BOX 7607 VA PORTSMOUTH $604 $604.25
CUST. TOTAL... 604 604.25
10109 TECHNICOTE INCORPORATED 3200 N 25TH STREET IN TERRE HAUTE $55 $55.00
CUST. TOTAL... 55 55.00
25658 TECTRONICS PO BOX 1600 OR BEAVERTON $8,414 $6,151 $14,565.60
CUST. TOTAL... 8,414 6,151 14,565.60
65618 TEDIA CORP 2930 SYMMES ROAD OH FAIRFIELD $225 $225.00
CUST. TOTAL... 225 225.00
02199 TELEDYNE ALLVAC PO BOX 5031 NC MONROE $404 $404.80
CUST. TOTAL... 404 404.80
88042 TEMPLE INLAND 540 E BARTON AVENUE AR W MEMPHIS $27 $27.50
CUST. TOTAL... 27 27.50
73299 TEMPLE- INLAND FOREST PRO HIGHWAY 105 TX EVADALE $946 $946.00
CUST. TOTAL... 946 946.00
75556 TEMPO CHEMICALS INC 135-1A WEST MALL ON ETOBICOKE $2,431 $1,833 $565 $4,829.25
CUST. TOTAL... 2,431 1,833 565 4,829.25
27304 TERRA CHEMICALS INTL 600 4TH STREET IA SIOUX CITY $5,025 $5,025.00
CUST. TOTAL... 5,025 5,025.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 120
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
51347 TETLEY INC 40 EAST NJ MORRIS PLAINS $8,986 $1,080 $2,244 $12,310.40
HANOVER
AVENUE
CUST. TOTAL 8,986 1,080 2,244 12,310.40
88802 TETRA TECHNOLOGIES P O BOX 73807 TX HOUSTON $1,421 $1,421.95
88934 TETRA TECHNOLOGIES TX INGLESIDE $2,083 $2,083.33
CUST. TOTAL 1,421 2,083 3,505.28
06053 TEXACO CHEMICAL ROUTE 2/TULSA IL SALEM $55 $55- $55.00-
COMPANY DIVISION
00988 TEXACO CHEMICAL 1401 DOUGLAS KS EL DORADO $55- $55.00-
COMPANY ROAD
31460 TEXACO CHEMICAL P O BOX 219 TX CONROE $82 $82.50
COMPANY
05826 TEXACO CHEMICAL P O BOX 27712 TX HOUSTON $65,125 $3,463 $6,167 $12,566 $87,322.55
COMPANY
CUST. TOTAL 65,262 3,463 6,167 12,511 87,405.05
72917 TEXACO INT TRADERS INC P O BOX 2550 TX BELLAIRE $1,070 $41 $1,111.75
CUST. TOTAL 1,070 41 1,111.75
80018 TEXACO LUBRICANTS CO P O BOX 4427 TX HOUSTON $3,916 3,916.68
CUST. TOTAL 3,916 3,916.68
71628 TEXACO REF & P O BOX 430 TX BELLAIRE $82 $491 $220 $946 $1,740.00
MARKETING
14070 TEXACO REF & 780 CLINTON TX GALENA PARK $2,657 $2,657.53
MARKETING DRIVE
56940 TEXACO REF & P O BOX 4785 TX HOUSTON $988 $416 $1,073 $2,478.02
MARKETING
79351 TEXACO REF & P O BOX 4785 TX HOUSTON $44 $4,166 $4,210.38
MARKETING
CUST. TOTAL 2,784 5,645 636 2,020 11,085.93
07830 TEXAS EASTMAN BOX 7444 TX LONGVIEW $4,844 $574 $5,418.80
COMPANY
CUST. TOTAL 4,844 574 5,418.80
12767 TEXAS FIBERS P O BOX 843 TX BRENHAM $40 $80 $120.00
INCORPORATED
CUST. TOTAL 40 80 120.00
02993 TEXAS GULF INC P O BOX 30321 NC RALEIGH $10,607 $3,991 $14,598.11
CUST. TOTAL 10,607 3,991 14,958.11
84771 TEXAS INDUSTRIES 245 WARD TX MIDLOTHIAN $2,836 $2,836.50
ROAD
CUST. TOTAL 2,836 2,836.50
52400 TEXAS PETROCHEMICAL 8600 PARK TX HOUSTON $120 $120.00
PLACE BLVD
CUST. TOTAL 120 120.00
78662 TEXAS PLASTICS P O BOX 4457 TX MIDLAND $125 $125.00
INDUSTRIES
CUST. TOTAL 125 125.00
68105 TEXAS GULF INC P O BOX 48 NC AURORA $18,059 $18,059.22
CUST. TOTAL 18,059 18,059.22
85066 TEXPAR ENERGY INC P O BOX 587 WI WAUKESHA $776 $776.00
CUST. TOTAL 776 776.00
81800 TEXTILE CHEMICAL CO P O BOX 13788 PA READING $3,286 $55 $27 $4,035 $7,404.81
CUST. TOTAL 3,286 55 27 4,035 7,404.81
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 121
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
04729 THATCHER CHEMICAL P O BOX 27407 UT SALT LAKE $1,229 $2,080 $3,310.58
CITY
CUST. TOTAL 1,229 2,080 3,310.58
87174 THE DIAL CORPORATION 1850 NORTH AZ PHOENIX $663 $633.04
CENTRAL AVE
60370 THE DIAL CORPORATION 6901 MO SAINT LOUIS $165 $82 $8,609 $8,856.92
MCKISSOCK
AVE
CUST. TOTAL 663 165 82 8,609 9,519.96
50880 THE INK COMPANY 1139 N W TX GRAND PRAIRIE $55 $55.00
CARRIER
PARKWAY
CUST. TOTAL 55 55.00
51307 THERMAL OXIDATION RAILROAD SC ROEBUCK $357 $357.50
CUST. TOTAL 357 357.50
ROAD
59274 THERMALKEM INC RT 5 SC ROCK HILL $247 $3,052 $3,299.50
VERNSDALE
ROAD
CUST. TOTAL 247 3,052 3,299.50
50501 THERMOCLAD COMPANY 320 S W 27TH FL OCALA $25 $25.00
AVENUE
CUST. TOTAL 25 25.00
09790 THIELE KAOLIN COMPANY HIGHWAY 296 GA WRENS $24 $24.00
NORTH
CUST. TOTAL 24 24.00
90169 THOMAS & BETTS 8735 HAMILTON MS SOUTHAVEN $4,351 $4,351.70
RD
CUST. TOTAL 4,351 4,351.70
68415 THOMAS BUILT BUSES 1408 COURTESY NC HIGH POINT $100 $40 $140.00
ROAD
CUST. TOTAL 100 40 140.00
81681 THOMAS W DUNN CORP 9 VICTORIA NJ RIDGEFIELD $210 $210.00
TERRACE
CUST. TOTAL 210 210.00
65806 THOMPSON CONSUMER KEYSTONE PA DUNMORE $497- $497.46-
ELECTRIC INDUSTRIAL
PARK
CUST. TOTAL 497- $497.46-
85158 TIFFANY MARBLE CO HWY 311 SOUTH NC RANDLEMAN $220 $220.00
CUST. TOTAL 220 220.00
87022 TILLEY CHEMICAL 501 MD BALTIMORE $539 $539.50
CHESAPEAKE
PARK PLAZA
CUST. TOTAL 539 539.50
66143 TILLEY CHEMICAL CO INC P O BOX 3416 MD BALTIMORE $2,190 $2,190.90
CUST. TOTAL 2,190 2,190.90
88786 TIMKEN COMPANY C/O BANK OF MA LEXINGTON $1,123 $1,123.88
BOSTON
00611 TIMKEN COMPANY 1835 DUEHER OH CANTON $55 $55.00
AVENUE
64754 TIMKEN COMPANY HWY 29 SOUTH SC GAFFNEY $55 $55.00
CUST. TOTAL 55 55 1,123 1,233.88
89951 TIRA PRODUCTS 160 CIRCLE NJ PISCATAWAY $60 $60.00
DRIVE NORTH
CUST. TOTAL 60 60.00
85333 TITANK AGENCIES USA 4606 FM 1960 TX HOUSTON $79 $437 $516.45
INC WEST
CUST. TOTAL 79 437 516.45
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 122
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
C87975 TOMEN AMERICA INC 444 MARKET CA SAN FRANCISCO $1,400 $1,400.56
STREET
CUST. TOTAL 1,400 1,400.56
64116 TOPIDERM 155 NY BOHEMIA $27 $27.50
KNICKERBOCKER
AVE
CUST. TOTAL 27 27.50
13948 TOSCO SALONA WAY CA MARTINEZ $966 $966.80
CUST. TOTAL 966 966.80
C86890 TOTAL DISTRIBUTION 106 EATONS NY NORTHPORT $4,218 $454 $454 $5,127.10
SERVI NECK ROAD
CUST. TOTAL 4,218 454 454 5,127.10
66363 TOYOTA MOTORS MFG 1001 CHERRY KY GEORGETOWN $1,017 $247 $1,265.00
USA BLOSSOM WAY
CUST. TOTAL 1,017 247 1,265.00
10686 TR-METRO CHEMICALS P O BOX 376 NJ RIDGEFIELD $1,202 $1,202.76
INC
CUST. TOTAL 1,202 1,202.76
83008 TRADE SHARE BUILDING #77 NY BROOKLYN KI $1,402 $1,402.50
CORPORATION FTZ #1
CUST. TOTAL 1,402 1,102.50
75364 TRADE WASTE #7 MOBILE IL SAUGET $275 $275.00
CUST. TOTAL 275 275.00
INCINERATION AVENUE
19609 TRAFPAK NORTH 1225 NORTH TX HOUSTON $280 $280.00
AMERICA IN LOOP WEST
CUST. TOTAL 280 280.00
89748 TRANS CHEM INC A/C BASF CORP LA BATON ROUGE $70 $70.00
POLYMERS D
CUST. TOTAL 70 70.00
02297 TRANS CHEMICAL INC 419 EAST MO SAINT LOUIS $116 $116.40
DE SOTO
CUST. TOTAL 116 116.40
62717 TRANS COASTAL P O BOX 80548 GA CHAMBLEE $505- $505.75-
INDUSTRIES
CUST. TOTAL 505- 505.75-
82460 TRANS GAS PIPE LINE 718 PATERSON NJ CARLSTADT $768 $768.00
CORP PLANK ROAD
CUST. TOTAL 768 768.00
82152 TRANS OCEAN 399 THORNALL NJ EDISON $1,029 $1,029.50
STREET
CUST. TOTAL 1,029 1,029.50
87695 TRANS TRADE 33 WEST SLADE IL PALATINE $10,531 $3,045 $306 $476 $14,358.60
STREET
CUST. TOTAL 10,531 3,045 306 476 14,358.60
86156 TRANSCHEM INC 3130 CROW CA SAN RAMON $527 $527.00
CANYON PLACE
CUST. TOTAL 527 527.00
06700 TRANSCONTINENTAL 1144 E LINCOLN TX BROWNSVILLE $4,780 $4,780.00
FWG. ST
CUST. TOTAL 4,780 4,780.00
54038 TRANSO ENVELOPE 6501 SAN CA GLENDALE $192 $192.00
COMPANY FERNANDO
ROAD
CUST. TOTAL 192 192.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 123
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
87608 TRANSOURCE POLYMERS, 275 WARNER NY ROSLYN $825 $825.00
INC AVENUE HEIGHTS
CUST. TOTAL 825 825.00
81176 TRANSPORT LINK P O BOX 23341 IL CHICAGO $55 $55.00
CUST. TOTAL 55 55.00
68144 TRANSPORTATION COST P O BOX 4491 OR CLACKAMAS $642 $642.00
CONT
CUST. TOTAL 642 642.00
21595 TRANSPORTERS 1808 MARKLEY TX LAREDO $180 $11,140 $11,320.00
QUIUNTANILL
CUST. TOTAL $180 $11,140 $11,320.00
88753 TRANSPORTES LOPEZ JOSE MX MONTERREY, $100 $100.00
E HIJO ALVARADO NO N.L.
1000
CUST. TOTAL 100 100.00
81352 TRANSPORTES TRESA PA LIONVILLE $3,330 $14,040 $9,990 $27,360.00
S A DE
CUST. TOTAL 3,330 14,040 9,990 27,360.00
03261 TREMCO MFG COMPANY 220 WICKSTEED ON TORONTO $220 $220.00
AVE
CUST. TOTAL 220 220.00
26636 TRI ALLWASTE 50-C CAVEN NJ JERSEY CITY $155 $155.00
POINT AVENUE
CUST. TOTAL 155 155.00
79802 TRI STATES 1936 NJ HEWITT $1,080 $1,080.00
ENVIRONMENTAL GREENWOOD
LAKE TURN
CUST. TOTAL 1,080 1,080.00
89810 TRIBOSPEC CORP 3550 ST PQ MONTREAL $2,082 $2,082.50
PATRICK ST
CUST. TOTAL 2,082 2,082.50
50846 TRIMAC TRANSPORT P O BOX 3500 AB CALGARY $213 $213.08
SYSTEMS
67422 TRIMAC TRANSPORT P O BOX 488 ON SARNIA $750 $750.79
SYSTEMS
CUST. TOTAL 963 963.87
03332 TRIMET TECHNICAL 2409 N CEDAR PA ALLENTOWN $935 $935.04
PRODUCT CREST BLVD
CUST. TOTAL 935 935.04
C86671 TRINITY CHEMICAL IND 8801 S YALE OK TULSA $7,812 $10,003 $17,815.50
INC AVE
CUST. TOTAL 7,812 10,003 17,815.50
79858 TRU-TEST 823 W IL CHICAGO $82 $82.50
BLACKHAWK
CUST. TOTAL 82 82.50
51130 TRUMBULL ASPHALT 12500 STOCKER MI DETROIT $1,038 $1,038.86
COMPANY
08663 TRUMBULL ASPHALT 1249 NEWARK NJ KEARNY $232 $232.50
COMPANY TURNPIKE
CUST. TOTAL 1,038 232 1,271.36
84764 TRYLINE CO INC 1325 4TH AVE WA SEATTLE $3,136 $3,136.80
CUST. TOTAL 3,136 3,136.80
77294 TULIO LANDSCAPING INC 19 PEBBLE PA WARRINGTON $598 $598.76
RIDGE ROAD
CUST. TOTAL 598 598.76
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 124
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00847 TURTLE WAX INC 5655 WEST 73RD IL CHICAGO $825 $825.00
STREET
CUST. TOTAL 825 825.00
11582 U N X CHEMICALS INC P O BOX 7206 NC GREENVILLE $27 $27.50
CUST. TOTAL 27 27.50
84090 U S AIR FORCE TINKER AIR OK MIDWEST CITY $110 $110.00
FORCE BASE
CUST. TOTAL 110 110.00
84520 U S ARMY FINANCE IN INDIANAPOLIS $22,752 $8,072 $77- $30,746.29
CENTER
CUST. TOTAL 22,752 8,072 77- 30,746.29
86175 U S E HICKSON PRODUCTS 15 WALLSEND ON SCARBOROUGH $1,902 $2,150 $4,053.20
L DR
CUST. TOTAL 1,902 2,150 4,053.20
25472 U S FINISHING CORP P O BOX 3367 SC GREENVILLE $50 $50.00
CUST. TOTAL 50 50.00
69064 U S G CORP EAST MAIN NY STONY POINT $915 $915.00
STREET
CUST. TOTAL 915 915.00
68438 U S G INTERIORS P O BOX 398 PA RED LION $385 $385.37
CUST. TOTAL 385 385.37
67674 U S GYPSUM CO HIGHWAY 447 NV EMPIRE $1,035 $1,035.80
CUST. TOTAL 1,035 1,035.80
27621 U S GYPSUM COMPANY 4500 ARDINE CA SOUTH GATE $856 $856.50
STREET
53917 U S GYPSUM COMPANY 401 VAN NESS CA TORRANCE $55 $55.00
AVE
74397 U S GYPSUM COMPANY 5701 LEWIS LA NEW ORLEANS $1,623 $1,623.56
ROAD
65516 U S GYPSUM COMPANY 1255 RAPITAN NJ CLARK $26 $431 $457.52
RD
70726 U S GYPSUM COMPANY LAKE STREET OH GYPSUM $1,458 1,458.60
CUST. TOTAL 4,019 431 4,451.18
70405 U S NAVY DEPARTMENT MD INDIAN HEAD $275 $275.00
09357 U S NAVY DEPARTMENT NAVAL VA YORKTOWN $82 $55 $317 $455.00
WEAPONS
STATIONS
CUST. TOTAL 82 55 592 730.00
85020 U S X CORPORATION BOX 878 ACCTS PA DRAVDSBURG $1,548 $1,056 $2,604.90
PAYABLE
85100 U S X CORPORATION FAIRLESS PA FAIRLESS HILLS $27 $82 $110.00
WORKS MAIL
CUST. TOTAL 1,575 1,139 2,714.90
86892 ULRICH CHAMICAL CO 4219 N IN EVANSVILLE $178 $178.75
GARRISON AVE
CUST. TOTAL 178 178.75
71952 UNDERWOOD INDUSTRIES 27 SURREY NC DURHAM $1,014 $1,014.00
LANE
CUST. TOTAL 1,014 1,014.00
67410 UNICHEMA CHEMICALS 4650 SOUTH IL CHICAGO $5,177 $82 $1,361 $6,620.50
INC RACINE AVE
76736 UNICHEMA CHEMICALS P O BOX 67 MO SAINT LOUIS $37,780 $4,890 $2,488- $40,182.00
INC
CUST. TOTAL 42,957 4,890 82 1,127- 46,802.50
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 125
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15277 UNIFI INC P O BOX 698 NC YADKINVILLE $250 $250.00
CUST. TOTAL 250 250.00
74862 UNIFIED UNIVERSAL 70 HAWTHORNE NJ NEWARK $225 $225.00
DRIVE
CUST. TOTAL 225 225.00
04607 UNION CAMP 100 JENSEN AL PRATTVILLE $4,578 $4,578.00
CORPORATION ROAD
73865 UNION CAMP P O BOX 37617 FL JACKSONVILLE $6,089 $4,564 $1,160 $11,813.80
CORPORATION
83690 UNION CAMP P O BOX 60369 FL JACKSONVILLE $17,735 $3,414 $82 $1,412 $22,664.05
CORPORATION
87113 UNION CAMP MILL GA SAVANNAH $520 $520.00
CORPORATION STOREROOM
89343 UNION CAMP P O BOX 570 GA SAVANNAH $875 $875.00
CORPORATION
89641 UNION CAMP P O BOX 570 GA SAVANNAH $1,000 $1,000.00
CORPORATION
26346 UNION CAMP P O BOX B SC EASTOVER $1,014 $1,102 $82 $2,198.50
CORPORATION
83470 UNION CAMP P O BOX 178 VA FRANKLIN $881 $247 $55- $1,802 $2,876.85
CORPORATION
28234 UNION CAMP 2811 COFER VA RICHMOND $55 $319 $374.00
CORPORATION ROAD
CUST. TOTAL 30,298 9,327 1,082 6,171 46,880.20
11681 UNION CARBIDE 19206 CA TORRANCE $38,924 $315 $39,239.57
CORPORATIO HAWTHORNE
BLVD
13731 UNION CARBIDE 39 OLD CT DANBURY $650 $3,369 $4,019.08
CORPORATIO RIDGEBERRY
ROAD
76296 UNION CARBIDE 30 OLD CT DANBURY $1,641 $1,641.50
CORPORATIO RIDGEBERRY
ROAD
81717 UNION CARBIDE P O BOX 1986 CT DANBURY $729 $2,694 $3,423.99
CORPORATIO
13874 UNION CARBIDE P O BOX 50 LA HAHNVILLE $472 $247 $720.00
CORPORATIO
55860 UNION CARBIDE 8 GREEK NJ EDISON $165 $165.00
CORPORATIO LANE/DAVE
BROWN
09184 UNION CARBIDE WESTON NJ SOMERSET $5,388 $5,388.50
CORPORATIO CANAL
CENTER/CN45
59675 UNION CARBIDE 7400 BLVD DES PO ANJDU $24 $24.61
CORPORATIO GALERIES D
03710 UNION CARBIDE HWY 185 TX SEADRIFT $262 $262.50
CORPORATIO
88980 UNION CARBIDE P O BOX 471 TX TEXAS CITY $1,245 $1,245.00
CORPORATIO
54095 UNION CARBIDE P O BOX 4008/D WV CHARLESTON $34,807 $15,214 $8,404 $1,087 $59,514.53
CORPORATIO CRUMB
81332 UNION CARBIDE P O BOX 4488 WV CHARLESTON $1,247- $1,247.00-
CORPORATIO
83870 UNION CARBIDE P O BOX WV CHARLESTON $419,503 $92,173 $32,235 $11,727 $555,639.43
CORPORATIO 4008/EDI
BILLING
71285 UNION CARBIDE P O BOX WV S CHARLESTON $110 $110.00
CORPORATIO 8004/BLDG
82-248
01917 UNION CARBIDE P O BOX 180 WV SISTERVILLE $49,508 $15,622 $1,476 $66,607.72
CORPORATIO
89501 UNION CARBIDE P O BOX 180 WV SISTERVILLE $1,595 $300- $1,265.00
CORPORATIO
CUST. TOTAL 551,579 124,502 43,334 18,601 738,019.43
65972 UNION ENVELOPE HERMITAGE RD VA RICHMOND $82 $82.50
CORPORATIO & SHERWOOD
CUST. TOTAL 82 82.50
65926 UNION PACIFIC RAILROAD 1416 DODGE NE OMAHA $2,288 $2,288.38
C STREET
CUST. TOTAL 2,288 2,288.38
84684 UNION TEXAS P O BOX 470 LA GEISMAR $27 27.50
PETROLEUM
CUST. TOTAL 27 27.50
22455 UNIROYAL CHEMICAL STATE HWY 225 AL BAY MINETTE $4,320 $110 $4,430.00
EXIT 31
62732 UNIROYAL CHEMICAL BENSON ROAD CT MIDDLEBURY $3,134 $2,051 $6,751 $12,535 $24,473.72
84750 UNIROYAL CHEMICAL ELM STREET CT NAUGATUCK $10,960 $2,184 $125 $226 $13,496.25
84980 UNIROYAL CHEMICAL BOX 397 LA GEISMAR $1,760 $1,457 $1,449 $447 $5,114.93
UNIROYAL
CHEM DI
09532 UNIROYAL CHEMICAL 405 EAST 78TH MN BLOOMINGTON $48,952 $1,153 $3,512 $1,446 $55,064.00
STREET
84790 UNIROYAL CHEMICAL 214 W RUBY NC GASTONIA $756 $75 $25 $30 $886.25
AVE/BOX 2337
84840 UNIROYAL CHEMICAL P O BOX 250 ON ELMIRA $29 $58 $88.28
72376 UNIROYAL CHEMICAL NORTH PLANT TX PORT NECHES $3,963 $3,963.00
CUST. TOTAL 73,875 7,090 11,863 14,686 107,516.43
</TABLE>
<PAGE>
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ENDING-DATE 5/01/93 PAGE# 126
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
88101 UNITED BIOTECH P O BOX 1487 SC WALTERBORO $11,723 $11,723.50
CUST. TOTAL 11,723 11,723.50
79578 UNITED COLORS WEST 19TH WV NITRO $165 $165.00
TECHNOLOGY STREET
CUST. TOTAL 165 165.00
85506 UNITED PANEL ROUTE 512 PA MOUNT $220 $220.00
WELDONE BETHEL
TERRAC
CUST. TOTAL 220 220.00
84430 UNITED REFINING P O BOX 780 PA WARREN $1,181 $740- $440.83
COMPANY
CUST. TOTAL 1,181 740- 440.83
83289 UNITED STATES SUGAR SOUTH W C FL CLEWISTON $4,192 $4,192.61
OWENS
AVENUE
CUST. TOTAL 4,192 4,192.61
52168 UNITED TECHNOLOGIES 400 MAIN ST CT E HARTFORD $567 $567.00
80894 UNITED TECHNOLOGIES ENGINEERED IA IOWA CITY $45 $45.00
AUTO SYSTEMS DIV
87225 UNITED TECHNOLOGIES 7125 ORCHARD MI W BLOOMFIELD $6,510 $3,199 $1,495 $11,205.48
AUTO LAKE ROAD
CUST. TOTAL 6,510 3,199 1,540 567 11,817.48
85380 UNITEX CHEMICAL CORP 520 BROOME NC GREENSBORO $3,850 $3,850.50
ROAD
CUST. TOTAL 3,850 3,850.50
05973 UNIVERSAL P O BOX 398 OH KENTON $904 $39 $943.00
COOPERATIVES
CUST. TOTAL 904 39 943.00
24653 UNIVERSAL FORWARDING 454 E FRONTON TX BROWNSVILLE $2,800 $2,800.00
CO ST
CUST. TOTAL 2,800 2,800.00
85940 UNIVERSAL PACKAGING 49 GEYSER RD NY SARATOGA $946 $946.00
SPRIN
CUST. TOTAL 946 946.00
72714 UNIVERSAL POLYMERS 1122 W N TX GRAND PRAIRIE $137 $137.50
CARRIER PKWY
CUST. TOTAL 137 137.50
79275 UNO-VEN 135TH STREET & IL LEMONT $394 $394.63
NEW AVENU
CUST. TOTAL 394 394.63
86549 UNOCAL 1520 E CA CARSON $350 $350.60
SEPULVEDA
CUST. TOTAL 350 350.60
03560 UNOCAL CORPORATION 2555 WILLOW CA ARROYO $45 $45.00
ROAD GRANDE
12633 UNOCAL CORPORATION 14420 MACAW CA LA MIRADA $165 $165.00
BLVD
02172 UNOCAL CORPORATION 1380 SAN PABLO CA RODEO $4,875 $4,875.90
AVENUE
09453 UNOCAL CORPORATION UNION IL SCHAUMBURG $559 $559.00
CHEMICAL DIV
10485 UNOCAL CORPORATION P O BOX 7610 IL SCHAUMBURG $17,652 $5,764 $773 $889 $25,079.95
74954 UNOCAL CORPORATION 1650 E GOLF RD IL SCHAUMBURG $829 $829.00
79974 UNOCAL CORPORATION P O BOX 7610 IL SCHAUMBURG $793 $793.24
11749 UNOCAL CORPORATION 6101 ORR ROAD NC CHARLOTTE $412 $412.50
12275 UNOCAL CORPORATION 14700 MALLARD NC CHARLOTTE $669 $669.00
CREEK ROAD
CUST. TOTAL 22,573 5,764 773 4,317 33,428.59
</TABLE>
<PAGE>
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ENDING-DATE 5/01/93 PAGE# 127
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
85580 UPJOHN COMPANY 410 SACKETT PT CT N HAVEN $55 $1,487 $1,542.00
RD/18270
85570 UPJOHN COMPANY 7171 PORTAGE MI KALAMAZOO $4,500 $4,500.00
ROAD
CUST. TOTAL 4,555 1,487 6,042.00
79076 URETAN S A DE C V TX LAREDO $140 $140.00
CUST. TOTAL $140 140.00
86578 USX CORPORATION MN MOUNTAIN $55 $137 $192.50
IRON
90023 USX CORPORATION GARY WORKS PA PITTSBURGH $55 $55.00
CUST. TOTAL 55 55 137 247.50
69950 UTILITY MFG COMPANY 700 MAIN NY WESTBURY $833 $833.50
STREET
CUST. TOTAL 833 833.50
26910 UTILITY TRAILER FREEPORT UT CLEARFIELD $160 $24 $184.00
COMPANY CENTER
CUST. TOTAL 160 24 184.00
82250 V F L TECHNOLOGY 42 LLOYD AVE PA MALVERN $590 $590.00
CUST. TOTAL 590 590.00
65043 V V V CORPORATION PENNYROYAL SC GEORGETOWN $632 $632.50
RD
CUST. TOTAL 632 632.50
89290 VALENTINE SUGAR VALITE LA LOCKPORT $1,709 $1,709.28
DIVISION
CUST. TOTAL 1,709 1,709.28
59659 VALLEY PROTEIN P O BOX 3588 VA WINCHESTER $529 $529.20
CUST. TOTAL 529 529.20
26066 VALSPAR CORPORATION P O BOX 830 MN MINNEAPOLIS $4,121 $2,151 $93 $6,366.10
CUST. TOTAL 4,121 2,151 93 6,366.10
90047 VALVOLINE CO P O BOX 14000 KY LEXINGTON $4,073 $4,073.00
CUST. TOTAL 4,073 4,073.00
61019 VALVOLINE OIL COMPANY P O BOX 391 KY ASHLAND $302 $27 $330.00
74959 VALVOLINE OIL COMPANY 501 RAILROAD PA ROCHESTER $27 $27.50
STREET
89144 VALVOLINE OIL COMPANY 2627 TIDAL TX DEER PARK $220 $220.00
ROAD
CUST. TOTAL 302 27 247 577.50
77090 VAN WATERS & ROGERS 16803-118 AVE AB EDMONTON $337 $337.50
27932 VAN WATERS & ROGERS 50 S 45TH AZ PHOENIX $3,118 $3,118.90
STREET
04335 VAN WATERS & ROGERS 9800 VAN HORN BC RICHMOND $180 $180.00
WAY
02731 VAN WATERS & ROGERS 1363 SOUTH CA CITY OF $516 $516.40
BONNIE BEACH COMMER
12291 VAN WATERS & ROGERS P O BOX 2062 CA LOS ANGELES $292 $1,332 $685 $2,310.00
05480 VAN WATERS& ROGERS 2100 HAFFLY CA NATIONAL CITY $475 $475.00
AVENUE
00010 VAN WATERS & ROGERS 2256 JUNCTION CA SAN JOSE $45 $45.00
AVENUE
00142 VAN WATERS & ROGERS P O BOX 2343 GA AUGUSTA $115 $115.00
01263 VAN WATERS & ROGERS 2145 SKYLAND GA NORCROSS $110 $135 $245.00
COURT
77074 VAN WATERS & ROGERS 730 COLONIAL MA SALEM $4,015 $30 $5,819 $9,864.27
ROAD
16600 VAN WATERS & ROGERS 845 TERRACE MN SAINT PAUL $471 $471.65
CIRCLE
79754 VAN WATERS & ROGERS 220 BARNES MO SPRINGFIELD $137 $137.50
</TABLE>
<PAGE>
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ENDING-DATE 5/01/93 PAGE# 128
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
57210 VAN WATERS & ROGERS 160 ESSEX AVE NJ AVENEL $578 $3,798 $4,376.80
EAST
89068 VAN WATERS & ROGERS P O BOX 96 NY GUILDERLAND $2,026 $2,026.68
CE
84913 VAN WATERS & ROGERS 777 SUPERTEST ON DOWNSVIEW $3,928 $80 $4,008.00
DRIVE
03067 VAN WATERS & ROGERS 64 ARROW ON WESTON $3,104 $5,844 $8,948.95
ROAD
03572 VAN WATERS & ROGERS 6000 CASTILE PA CORAOPOLIS $110 $55 $110 $275.00
DRIVE
50840 VAN WATERS & ROGERS 8335 PA PHILADELPHIA $7,658 $6,871 $1,843 $16,373.36
ENTERPRISE
AVENUE
05956 VAN WATERS & ROGERS 100 MC ARTHUR PQ VALLEYFIELD $137 $217 $355.00
STREET
00569 VAN WATERS & ROGERS DRAWER 2169 SC SPARTANBURG $749 $137 $192 $804 $1,883.55
10288 VAN WATERS & ROGERS 3 RIVERSIDE TN CHATTANOOGA $110 $110.00
LANE
12125 VAN WATERS & ROGERS 3909 OUTLAND TN MEMPHIS $180 $90 $270.00
DRIVE
50620 VAN WATERS & ROGERS 402 MCBRIDE TX CORPUS $140 $140.00
LANE CHRISTI
85770 VAN WATERS & ROGERS 10889 BEKAY TX DALLAS $55 $55.00
STREET
28261 VAN WATERS & ROGERS P O BOX 4579 TX HOUSTON $200 $200.00
05251 VAN WATERS & ROGERS 8201 SOUTH WA KENT $2,108 $2,108.00
212TH STREET
76588 VAN WATERS & ROGERS P O BOX 34325 WA SEATTLE $14,309 $5,844 $13,407 $33,560.59
74247 VAN WATERS & ROGERS 59865 MARKET IN SOUTH BEND $45 $45 $90.00
INC STREET
CUST. TOTAL 41,779 14,498 237 36,081 92,597.55
52239 VANCHEM INC 1 NORTH NY LOCKPORT $981 $981.00
TRANSIT RD
CUST. TOTAL 981 981.00
88678 VANGUARD PLASTICS INC 10600 MO SAINT LOUIS $187 $187.00
KAHLMEYER
DR
CUST. TOTAL 187 187.00
56428 VELSICOL CHEMICAL 10400 WEST IL ROSEMONT $4,420 $79 $4,499.00
CORP HIGGINS ROAD
86180 VELSICOL CHEMICAL 1199 WARFORD TN MEMPHIS $1,170 $522 $1,692.50
CORP ST
CUST. TOTAL 5,590 601 6,191.50
80640 VENTEX FIBERS LTD 691 GANA ON MISSISSAUGA $27 $27.50
COURT
CUST. TOTAL 27 27.50
83246 VENTURA COASTAL 8385 VISTA DEL CA VENTURA $491 $491.47
MAR DR
CUST. TOTAL 491 491.47
72418 VESUVIUS U S A 855 N 5TH ST IL CHARLESTON $6,062 $6,062.70
CUST. TOTAL 6,062 6,062.70
80122 VI-JON LABS INC 7525 PAGE MO PAGEDALE $220 $742 $320 $1,282.50
BLVD
CUST. TOTAL 220 742 3320 1,282.50
90042 VISORO INDUSTRIES INC KAISER/ESTECH OH NORTH BEND $1,237 $1,237.00
DIV
CUST. TOTAL 1,237 1,237.00
89200 VILLE DE TERREBONNE 4445 COTE PQ TERREBONNE $445 $445.12
TERREBONNE
CUST. TOTAL 445 445.12
54201 VININGS ALUM PRODUCTS 3950 GA ATLANTA $4,303 $4,303.92
CUMBERLAND
PARKWAY
CUST. TOTAL 4,303 4,303.92
89083 VIPLASTICOS SA DE CV 8640 SAN TX LAREDO $90 $90.00
LORENZO
DRIVE
CUST. TOTAL 90 90.00
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 129
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----------- -------- ------- --- ---- ------- -------- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24454 VIRGINIA CONCRETE P O BOX 666 VA SPRINGFIELD $120 $120.00
COMPAN
CUST. TOTAL 120 120.00
02737 VIRGINIA ELEC POWER CO P O BOX 571 VA YORKTOWN $1,998 $1,998.00
CUST. TOTAL 1,998 1,998.00
04373 VIRGINIA GALVANIZING P O BOX 9349 VA RICHMOND $2,337 $2,337.00
COR
CUST. TOTAL 2,337 2,337.00
08099 VIRKLER CHEMICAL 12345 STEEL NC CHARLOTTE $27 $472 $499.70
COMPANY CREEK ROAD
CUST. TOTAL 27 472 499.70
05610 VISTA CHEMICAL P O BOX 727 LA WESTLAKE $6,168 $1,356 $535 $8,059.50
19400 VISTA CHEMICAL 3341 FAIRFIELD MD BALTIMORE $412 $165 $2,351 $2,929.49
ROAD
19020 VISTA CHEMICAL P O BOX 219798 TX HOUSTON $125,114 $43,253 $3,717 $7,934 $180,020.86
81761 VISTA CHEMICAL P O BOX 218402 TX HOUSTON 2,909 $2,909.20
83525 VISTA CHEMICAL C/O STOLT TX HOUSTON $130 $130.00
TERMINAL
CUST. TOTAL 131,695 43,418 8,113 10,821 194,049.05
26774 VISTA POLYMER HIGHWAY 25 MS ABERDEEN $82 $82.50
CUST. TOTAL 82 82.50
83604 VITAFOAM 2222 SURRETT NC HIGH POINT $27 27.50
DR
CUST. TOTAL 27 27.50
72935 VULCAN MATERIAL CORP P O BOX 530390 AL BIRMINGHAM $181,662 $2,424 $7,897 $1,260 $193,205.35
86260 VULCAN MATERIAL CORP ASHLAND LA GEISMAR $1,014- $1,014.00-
ROAD
CUST. TOTAL 181,622 2,424 7,897 246 192,191.35
02656 VULCAN OIL COMPANY 5353 SPRING OH CINCINNATI $165 $27 $192.50
GROVE
AVENUE
CUST. TOTAL 165 27 192.50
82558 VULSAY INDUSTRIES INC 35 REGAN ROAD ON BRAMPTON $27 $27.50
CUST. TOTAL 27 27.50
75370 VYCON CHEMICALS INC GREENWOOD PA SCRANTON $510 $510.00
AVE & WAREN
CUST. TOTAL 510 510.00
86043 W D SERVICES P O BOX 147 NJ BELLMAWR $472 $1,069 $55 $1,596.00
CUST. TOTAL 472 1,069 55 1,596.00
71327 W F TAYLOR CORP 13660 CA SANTA FE SPRS $137 137.50
EXCELSIOR
DRIVE
CUST. TOTAL 137 137.50
06307 W H SHURTLEFF CO 1 RUNWAY ME S PORTLAND $874 $874.72
ROAD
CUST. TOTAL 874 874.72
78020 W K MERRIMAN 4640 CAMPBELL PA PITTSBURGH $3,611 $3,611.32
RUN RD
CUST. TOTAL 3,611 3,611.32
07710 W M BARR & COMPANY P O BOX 1879 TN MEMPHIS $1,870 $10 $3,976 $5,856.50
CUST. TOTAL 1,870 10 3,976 5,856.50
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 130
<TABLE>
<CAPTION>
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
77298 W R BONSAL COMPANY HWY 74 NC LILESVILLE $480 $480.00
CUST. TOTAL 480 480.00
06603 W R GRACE & COMPANY 7237 EAST CA LOS ANGELES $1,425 $1,425.16
GAGE AVENUE
61013 W R GRACE & COMPANY 5210 PHILLIPS GA ATLANTA $27 $27.50
LEE DRIVE
22410 W R GRACE & COMPANY 62 MA CAMBRIDGE $515 $481 $307 $1,303.80
WHITTEMORE
AVENUE
35320 W R GRACE & COMPANY P O BOX 2117/ MD BALTIMORE $747 $555 $1,545 $2,847.50
KEN HARTMAN
CUST. TOTAL 2,715 1,036 1,852 5,603.96
10577 W R GRACE 2133 85TH NJ N BERGEN $522 $522.50
CONSTRUCTION D STREET
CUST. TOTAL 522
77135 W S DODGE 7710 CA MAYWOOD $110 $110.00
FRUITLAND
AVENUE
CUST. TOTAL 110 110.00
85717 WAMPLER-LONGACRE P O BOX 275 VA BROADWAY $200 $200.00
CHICKHE
CUST. TOTAL 200 200.00
00419 WARLICK PAINT COMPANY P O DRAWER NC STATESVILLE $1,435 $1,260 $2,696.64
IN 1508
CUST. TOTAL 1,435 1,260 2,696.64
69452 WARREN LABORATORIES 12603 TX STAFFORD $1,144 $1,144.00
EXECITOVE DR-
806
CUST. TOTAL 1,144 1,144.00
83161 WARREN PETROLEUM 10319 HWY 146 TX MONT BELVIEU $2,451 $2,451.46
CORP
CUST. TOTAL 2,451 2,451.46
73785 WASHINGTON STEEL CORP WOODLAND & PA WASHINGTON $250 $250.00
GRIFFITH AVES
CUST. TOTAL 250 250.00
89085 WASTE TECHNOLOGY INC 1250 ST OH E LIVERPOOL $237 $3,357 $3,595.20
GEORGE
STREET
CUST. TOTAL 237 3,357 3,595.20
82112 WASTE TECHNOLOGY 6060 PARK NY NIAGARA $170 $170.00
SERVICE PLACE FALLS
CUST. TOTAL 170 170.00
89117 WATER TECH INC P O BOX 11075 AR FORT SMITH $192 $192.50
CUST. TOTAL 192 192.50
84974 WATERSOLES 4 FAWCETT TX DEL RIO $1,118 $1,118.00
DRIVE
CUST. TOTAL 1,118 1,118.00
02118 WATSON STANDARD HITE ROAD PA HARWICK $27- $27.50-
COMPANY
CUST. TOTAL 27- 27.50-
87330 WEIRTON STEEL 400 THREE WV WEIRTON $100 $55 $2,639 $2,794.50
CORPORATION SPRING ROAD
CUST. TOTAL 100 55 2,639 2,794.50
21669 WELCHEM INC P O BOX 920941 TX HOUSTON $1,598 $1,598.75
CUST. TOTAL 1,598 1,598.75
05003 WELLAND CHEMICAL P O BOX 26 PA NEWELL $330 $220 $385 $2,655 $3,590.41
CUST. TOTAL 330 220 385 2,655 3,590.41
</TABLE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 131
<TABLE>
<CAPTION>
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
86262 WELLMAN INC 2710 TANAGER CA LOS ANGELES $52 $52.00
AVENUE
CUST. TOTAL 52 52.00
02829 WEN-DON CORPORATION 401 ALBER VA ROANOKE $55 $55.00
MARBLE AVE
CUST. TOTAL 55 55.00
23224 WERTHAN INDUSTRIES 8TH AVENUE TN NASHVILLE $82 $82.50
NORTH
CUST. TOTAL 82 82.50
86020 WEST MICHIGAN STEEL 1148 W MI MUSKEGON $703 $703.00
FOUN WESTERN AVE
CUST. TOTAL 703 703.00
85199 WEST POINT PEPPERELL CHERRY ROAD SC CLEMSON $429 $429.00
CUST. TOTAL 429 429.00
73471 WESTERN KRAFT 19615 SOUTH CA COMPTON $4,776 $2,013 $6,789.60
COMPANY SUSANNA
CUST. TOTAL 4,776 2,013 6,789.60
89886 WESTERN KRAFT CORP 2800 CA SAN LEANDRO $261 $261.00
ALVARADO ST
CUST. TOTAL 261 261.00
52808 WESTERN PUBLISHING CO 107 TOM NC FAYETTEVILLE $611 $611.00
IN STARLING
ROAD
CUST. TOTAL 611 611.00
27668 WESTERN TEXTILE 3400 TREE CT MO SAINT LOUIS $635- $635.00-
PRODUCTS
CUST. TOTAL 635- 635.00-
58609 WESTERN ZIRCONIUM 10000 WEST 900 UT OGDEN $302 $357 $660.00
SOUTH
CUST. TOTAL 302 357 660.00
26450 WESTFIELD TANNING 360 CHURCH PA WESTFIELD $27 $27.50
COMPANY STREET
CUST. TOTAL 27 27.50
05329 WESTINGHOUSE ELECTRIC RD # 4 PA BLAIRSVILLE $26 $26.00
CO
87890 WESTINGHOUSE ELECTRIC ROUTE 993 PA MANOR $220 $425 $645.00
CO
56477 WESTINGHOUSE ELECTRIC 230 ALPHA PA PITTSBURGH $1,468 $1,468.50
CO DRIVE
87950 WESTINGHOUSE ELECTRIC HOOVER ST SC HAMPTON $614 $731 $1,345.85
CO NORTH
88040 WESTINGHOUSE ELECTRIC ROUTE 2 VA ABINGDON $9,249 $3,052 $12,301.92
CO HIGHWAY 1
CUST. TOTAL 10,083 3,810 1,893 15,787.27
83019 WESTLAKE 900 HWY 108 LA SULPHUR $100- $100.00-
PETROCHEMICAL CO
CUST. TOTAL 100- 100.00-
86318 WESTLAKE STYRENE P O BOX 2029 LA SULPHUR $700 $700.00
CUST. TOTAL 700 700.00
25417 WESTLAND OIL CO INC 2740 VALLEY LA SHREVEPORT $6,749 6,749.90
VIEW DRIVE
CUST. TOTAL 6,749 6,749.90
86827 WESTROCK INDUSTRIES 6205 BOUL PQ DELSON $1,112 $1,112.26
LTD HEBERT
CUST. TOTAL 1,112 1,112.26
</TABLE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 132
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ---- ------ -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
74601 WESTVACO CORPORATION 180 MOODY CT ENFIELD $3,136 $125 $3,261.80
ROAD
27909 WESTVACO CORPORATION 5625 NEW GA CHAMBLEE $683 $683.40
PEACHTREE
ROAD
87690 WESTVACO CORPORATION HWY 51 S KY WICKLIFFE $55 $55.00
07950 WESTVACO CORPORATION P O BOX 836 LA DE RIDDER $4,714 $1,978 $100 $6,792.45
87700 WESTVACO CORPORATION 300 PRATT MD LUKE $1,424 $1,597 $3,022.13
STREET
87720 WESTVACO CORPORATION 15TH STREET PA TYRONE $2,057 $45 $2,102.30
78202 WESTVACO CORPORATION P O BOX 70848 SC CHARLESTON HTS $15,726 $6,464 $200- $2,887 $24,878.25
87430 WESTVACO CORPORATION P O BOX 70848 SC CHARLESTON HTS $1,786 $98 $1,884.56
07796 WESTVACO CORPORATION P O BOX 2941105 SC N CHARLESTON $21,599 $25,814 $3,096 $12,114 $62,825.13
81049 WESTVACO CORPORATION P O BOX 140 VA COVINGTON $82 $27 $110.00
87740 WESTVACO CORPORATION P O BOX 140 VA COVINGTON #3,108 $229 $3,337.54
CUST. TOTAL 54,291 34,339 2,941 17,179 108,752.56
76292 WESTVACO US ENVELOPE 315 INDUSTRY MA SPRINGFIELD $195 $195.00
DIV AVE
CUST. TOTAL 195 195.00
14606 WEYERHAEUSER CARSON ROAD MS COLUMBUS $55 $693- $638.00-
COMPANY
88020 WEYERHAEUSER BOX 787 NC PLMOUTH $55 $55.00
COMPANY
CUST. TOTAL 110 693- 583.00-
88230 WHEATLAND TUBE P O BOX 608 PA WHEATLAND $230 $230.46
COMPANY
CUST. TOTAL 230 230.46
72503 WHEELING PITTSBURGH P O BOX 192 WV WHEELING $3,344 $4,151 $165 $4,234 $11,896.11
STEEL
CUST. TOTAL 3,344 4,151 165 4,234 11,896.11
74595 WHEELING STEEL CORP MCLISTER AVE OH MARTINS $247 $247.50
FERRY
CUST. TOTAL 247 247.50
56693 WHIP MIX CORP 361 KY LOUISVILLE $2,100 $2,100.00
FARMINGTON
AVENUE
CUST. TOTAL 2,100 2,100.00
75334 WHIRLPOOL 405 EAST 78TH MN BLOOMINGTON $3,767 $2,025 $5,792.50
CORPORATION STREET
CUST. TOTAL 3,767 2,025 5,792.50
08022 WHITE & BARLEY OF MICH 7131 MI DETROIT $313 $313.00
WESTFIELD
CUST. TOTAL 313 313.00
50536 WHITEHALL PLYWOOD RURAL ROUTE 2 NY WHITEHALL $220 $275 $495.00
BOX 216
CUST. TOTAL 220 275 495.00
62430 WILLAMETTE INDUSTRIES 100 W CENTER PA JOHNSONBURG $9,169 $110 $9,279.50
INC ST
CUST. TOTAL 9,169 110 9,279.50
82611 WILLIAM HOUSE INC WEDDING LANE PA SCOTTDALE $226 $226.75
CUST. TOTAL 226 226.75
12400 WILLIAM T BURNETT 1500 BUSH MD BALTIMORE $82 $275 $357.50
COMPANY STREET
CUST. TOTAL 82 275 357.50
74849 WILLIAMSPORT WIREROPE P O BOX 3188 PA WILLIAMSPORT $2,902 $972 $3,874.59
CUST. TOTAL 2,902 972 3,874.59
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 133
<TABLE>
<CAPTION>
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ---- ------ -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
89374 WILSON LABORATORIES 36 HEAD ON DUNDAS $90 $90.00
STREET
CUST. TOTAL 90 90.00
81053 WIM VOS USA INC 2 JOURNAL NJ JERSEY CITY $1,595 $1,595.97
SQUARE
89643 WIM VOS USA INC 500 PLAZA NJ SECAUCUS $136 $136.00
DRIVE
6TH FLOOR
CUST. TOTAL 136 1,595 1,731.97
89330 WISE FOODS 228 RASELEY PA BERWICK $55 $55.00
STREET
CUST. TOTAL 55 55.00
06776 WITCO CHEMICAL P O BOX 9 IL MAPLETON $82 $137- $55.00-
COMPANY
CUST. TOTAL 82 137- 55.00-
55673 WITCO CORPORATION 10100 SANTA CA LOS ANGELES $4,830 $569 $375 $8,969 $14,744.10
MONICA BLVD
65824 WITCO CORPORATION 8733 S DICE RD CA SANTE FE SPRIN $275- $275.00-
89380 WITCO CORPORATION 6200 WEST 51ST IL CHICAGO $27 $192 $347 $567.50
STREET
89410 WITCO CORPORATION P O BOX 308 LA GRETNA $4,102 $1,375 $632 $6,110.16
20624 WITCO CORPORATION 652 DOREMUS NJ NEWARK #1,778 $416 $2,194.50
AVENUE
89420 WITCO CORPORATION P O BOX 551 NJ PERTH AMBOY $220 $1,877 $2,097.50
04563 WITCO CORPORATION P O BOX 108 NJ PHILLIPSBURG $4,642 $4,642.07
04100 WITCO CORPORATION 633 COURT NY BROOKLYN $1,413 $241 $1,654.68
STREET
75245 WITCO CORPORATION 735 CLINTON NY BROOKLYN $335 $335.00
STREET
03627 WITCO CORPORATION 1485 SPEERS ON OAKVILLE $26 $27 $54.25
ROAD
67530 WITCO CORPORATION 2 BRADPENN ON TORONTO $302 $302.50
ROAD
89370 WITCO CORPORATION 77 NORTH PA BRADFORD $8,459 $871 $9,330.77
KENDALL
DRIVE
89440 WITCO CORPORATION P O BOX 336 PA PETROLIA $711 $11,797 $12,509.04
15063 WITCO CORPORATION 15200 ALMEDA TX ALMEDA $90 $90.00
ROAD
70445 WITCO CORPORATION HWY 59/ TX MARSHALL $55 $55.00
P O BOX 1439
CUST. TOTAL 26,267 14,185 1,438 12,520 54,412.07
67801 WOLVERINE TECHNOLOGY 701 LIBERTY MI JACKSON $82 $82.50
CORP STREET
CUST. TOTAL 82 82.50
75385 WOOD CO LTD W C 5 ARTHUR ON GUELPH $137 $137.50
STREET SOUTH
CUST. TOTAL 137 137.50
84320 WOOD FIBER INDUSTRIES P O BOX 3327 VA DANVILLE $1,884 $1,884.53
CUST. TOTAL 1,884 1,884.53
81028 WOODBRIDGE FOAM 6455 E MO KANSAS CITY $7,864 $6,556 $6 $14,427.09
PRODUCTS COMMERCE
AVENUE
71084 WOODBRIDGE FOAM 1999 FORBES ON WHITBY $1,439 $1,439.70
PRODUCTS STREET
01464 WOODBRIDGE FOAM 8214 KIPLING ON WOODBRIDGE $135 $1,072 $1,207.50
PRODUCTS AVENUE
CUST. TOTAL 7,864 8,131 1,079 17,074.29
55330 WOODS WIRE PRODUCTS 511 THIRD IN CARMEL $297 $297.50
AVENUE SW
CUST. TOTAL 297 297.50
65304 WORLDWIDE DISPATCH 3505 E 14TH TX BROWNSVILLE $450 $450.00
STREET
CUST. TOTAL 450 450.00
89820 WORTH CHEMICAL CORP P O BOX 20725 NC GREENSBORO $27 $27.50
58868 WORTH CHEMICAL CORP 515 23RD STREET NC LONG VIEW $402 $402.00
SW
CUST. TOTAL 27 402 429.50
</TABLE>
<PAGE>
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE
ENDING-DATE 5/01/93 PAGE# 134
<TABLE>
<CAPTION>
S.C.
CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE
- ----- -------- ------- --- ---- ------- -------- -------- ------- -------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
09851 WORTH INC P O BOX 88104 TN TULLAHOMA $36- $36.00-
CUST. TOTAL 36- 36.00-
54436 WORTHINGTON FOODS INC 824 OH WORTHINGTON $27 $27.50
PROPRIETORS
ROAD
CUST. TOTAL 27 27.50
88357 WORTHINGTON STEEL CO P O BOX 3050 PA MALVERN $453 $453.00
CUST. TOTAL 453 453.00
77751 WYCO WELL SERVICE 4751 HIGH HILL OH CAMBRIDGE $2,578 $2,578.00
ROAD
CUST. TOTAL 2,578 2,578.00
88640 YORK INTERNATIONAL 11935A FM 529 TX HOUSTON $55 $55.00
CORP
CUST. TOTAL 55 55.00
04555 YOUNGER BROTHERS 4904 GRIGGS TX HOUSTON $1,622 $1,622.88
ROAD
CUST. TOTAL 1,622 1,622.88
25160 ZACLON INC 2981 OH CLEVELAND $3,847 $10,965 $11,161 $1,771 $27,746.44
INDEPENDENCE
ROAD
CUST. TOTAL 3,847 10,965 11,161 1,771 27,746.44
88097 ZEGO GRP INTERAMERICA TX LAREDO $590 $590.00
DIST. CENTER
CUST. TOTAL 590 590.00
55829 ZENECA INC/AG 3647 SHEPARD OH PERRY $1,350- $1,350.00-
PRODUCTS ROAD
CUST. TOTAL 1,350- 1,350.00-
04528 ZENECA RICHMOND CA RICHMOND $14,773 $3,376 $104 $18,254.00
INC/AGROCHEMICALS PLANT-
FREIGHT P
CUST. TOTAL 14,773 3,376 104 18,254.00
66470 ZENECA RESINS INC 730 MAIN ST MA WILMINGTON $55 $55.00
CUST. TOTAL 55 55.00
68365 ZENECA SPECIALTY INKS 1100 FAIRCHILD NC WINSTON $1,538 $55 $1,593.44
ROAD SALEM
89551 ZENECA SPECIALTY INKS 1100 FAIRCHILD NC WINSTON $137 $137.50
ROAD SALEM
CUST. TOTAL 1,675 55 1,730.94
84282 ZEON CHEMICALS P O BOX 34320 KY LOUISVILLE $10,727 $1,371 $12,098.70
CUST. TOTAL 10,727 1,371 12,098.70
89309 ZEXEL ILLINOIS INC 625 SOUTHSIDE IL DECATUR $1,055 $1,055.00
DRIVE
CUST. TOTAL 1,055 1,055.00
08544 ZINC CORP OF AMERICA 300 FRANKFORT PA MONACA $10,440 $1,305 $130 $11,875.00
ROAD
CUST. TOTAL 10,440 1,305 130 11,875.00
50276 ZOECON INDUSTRIES 12200 DENTON TX DALLAS $225- $225.00-
DRIVE
CUST. TOTAL 225- 225.00-
OVER-365-DAYS ... 330,222 *** O TO Z *** 3,952,851 941,044 276,814 947,050 6,117,761,08
OVER-365-DAYS ... 791,103 O-COMPANY TOTAL 17,099,585 3,965,587 1,036,250 2,440,927 24,542,350.66
</TABLE>
<PAGE>
EXHIBIT 2.3(k)
NAMES, ADDRESSES AND ACCOUNT NUMBERS
FOR LOCKBOX ACCOUNTS
Quala Systems, Inc.
CoreStates Philadelphia National Bank
P. O. Box 7618
Fifth and Market Streets
Philadelphia, PA 19103
Account No. 01743113
Chemical Leaman Tank Lines, Inc.
CoreStates Philadelphia National Bank
P. O. Box 7618
Fifth and Market Streets
Philadelphia, PA 19103
Account No. 01743121
<PAGE>
EXHIBIT 2.8(b)
(1) Officers' Certificate of
SPC containing:
(i) Certificate of Incorporation
(ii) By-Laws
(iii) Director Resolutions
(iv) Good Standing Certificates
(2) Receivables Contribution and Purchase Agreement (RPA)
(3) Revolving Credit Note to CLTL
(4) Revolving Credit Note to QSI
(5) Pooling and Servicing Agreement
(6) Investor Certificate
(7) Seller Certificate
(8) UCC-1 Financing Statements for SPC, as Debtor, filed with:
(i) Commonwealth of Pennsylvania Department of State
(ii) Chester County Prothonotary
(9) Pay-Off Letters from the Bank
(10) UCC-3 Financing Statements filed by the Bank.
(11) Acceptance of Appointment of Authentication Agent
(12) Authentication Instructions
(13) Section 548(a) Certificates for:
(a) CLTL
(b) QSI
(c) SPC
(14) Trustee Certificate
(15) Initial Servicer Report
<PAGE>
(16) Closing Certificate
(19) Cross Receipt
(18) Receivables Audit Comfort Letter
(19) Rating Letter
(20) Opinion of Trustee counsel
<PAGE>
EXHIBIT 2.8(d)
FORM OF OPINIONS FROM PEPPER, HAMILTON & SCHEETZ
<PAGE>
<TABLE>
<S> <C> <C>
PEPPER, HAMILTON & SCHEETZ
ATTORNEYS AT LAW
WASHINGTON, D.C. 3000 TWO LOGAN SQUARE WILMINGTON. DELAWARE
NEWS YORK, NEW YORK EIGHTEENTH & ARCH STREETS WESTMONT, NEW JERSEY
DETROIT. MICHIGAN PHILADELPHIA, PENNSYLVANIA 19103-2799 LONDON, ENGLAND
HARRISBURG, PENNSYLVANIA 215-981-4000 MOSCOW, RUSSIA
BERWYN, PENNSYLVANIA FAX: 215-981-4750 o TWX: 710-670-0777
------------
WRITER'S DIRECT NUMBER
</TABLE>
(215) 981-4000
May 14, 1993
Transamerica Life Insurance
and Annuity Company
1150 S. Olive Street
Los Angeles, CA 90015
Banc One Capital Corp.
90 N. High Street
Columbus, OH 43218
Fidelity Bank, National Association
123 South Broad Street
M.B.O., 18th Floor
Philadelphia, PA 19109
Duff & Phelps Credit Rating Co.
55 East Monroe Street
Chicago, IL 60603
Re: PICKERING WAY FUNDING TRUST
Ladies and Gentlemen:
We have acted as special counsel to Pickering Way Funding Corp., a Delaware
corporation (the "Seller"), Chemical Leaman Corporation, a Pennsylvania
corporation (the "Servicer"), and Chemical Leaman Tank Lines, Inc., a Delaware
corporation and Quala Systems, Inc., a Delaware corporation (collectively, the
"Originators"), in connection with (i) the sale and the contribution of the
Receivables by the Originators to the Seller pursuant to the provisions of the
Receivables Contribution and Purchase Agreement dated of even date herewith
between and among the Seller, the Servicer and the Originators (the "RPA"), (ii)
the subsequent transfer of the Receivables to the Pickering Way Funding Trust
(the "Trust") pursuant to the provisions of the Pooling and Servicing Agreement
dated of even date herewith
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Page 2
May 14, 1993
between and among the Seller, the Servicer and the Trustee (the "Agreement") and
(iii) the issuance of the Investor Certificate and the Seller Certificate to,
respectively, the Investor Certificateholder and the Seller pursuant to the
provisions of the Agreement. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings ascribed to them in the Agreement.
We have examined copies of the executed Agreement and the RPA. We have also
examined and relied on original or reproduced or certified copies of the
Certificate of Incorporation and the By-Laws of the Seller, the Servicer and the
Originator, resolutions or consents of the Board of Directors of the Seller, the
Servicer and the Originators and such other agreements, certificates, corporate
records, certificates of public officials, instruments and documents, and have
made such examinations of law and investigations of fact, as we have deemed
necessary to form the basis of our opinions hereinafter expressed.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as original, the conformity to the originals of all
documents submitted to us as copies of originals and the completeness of all
minute books furnished to us. We have also assumed that each party to the
documents reviewed by us (collectively, the "Documents) other than the Seller,
the Servicer and the Originators has the power to enter into and perform all of
its obligations under the Documents and that the Trustee, the Originators, the
Seller and the Servicer will perform such obligations; that each of the
Documents has been duly executed and delivered by each party thereto other than
the Seller, the Servicer and the originators; that each of the Documents is
valid and binding on each party thereto other than the Seller, the Servicer and
the originators; that the Investor Certificate has been duly issued to the
Seller and sold by the Seller to the Investor Certificateholder upon the
payment of the appropriate consideration; and that the transfer of the Investor
Certificate from the Seller to the Investor Certificateholder vested full title
and ownership of those certificates in the Investor Certificateholder free and
clear of any lien or other encumbrance created prior to the transfer thereof.
As to matters of fact relevant to the opinions herein expressed, we have
relied upon the representations and warranties contained in the Documents and
upon certificates of officers of the Seller, the Servicer, and the originators.
To the extent
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Page 3
May 14, 1993
that our opinion is based on matters known to us or of which we have knowledge,
except as otherwise expressly set forth herein, we have relied solely on a
review of such representations, warranties and certificates and we have not
undertaken any independent investigation to verify any such matters, and our
opinion is, therefore, as to such factual matters, based solely thereon.
However, as a result of our representation of the Seller, the Servicer and the
Originators, we have no actual knowledge of the inaccuracy of such
representations which would relate to the knowledge qualifications in the
opinions set forth below.
In addition, A. John May III, a partner of this firm, and William G.
Kiesling, an associate in this firm, have been acting in the capacity of
corporate general counsel to the Seller, the Servicer and the Originators and,
in such capacity, have become aware of various matters involving the Servicer
and the Originators. To the extent that our opinion is specifically qualified
below by the phrases "to our knowledge", "known to us", or "of which we have
knowledge", this opinion specifically excludes our knowledge with respect to
such matters referred to in the preceding sentence, except to the extent this
firm has been specifically retained for, or represented the Servicer and the
Originators in, or we have received actual and complete knowledge of, any such
matter.
This opinion is limited exclusively to the laws of the Commonwealth of
Pennsylvania, the federal laws of the United States of America in effect in the
Commonwealth of Pennsylvania and the statutory provisions of the General
Corporation Law of the State of Delaware.
Based on the foregoing and subject to the assumptions, matters of reliance
and qualifications hereinafter set forth, we are of the opinion that:
1. Each of the Seller and the Originators is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and, to our knowledge, is duly qualified to do business in all states where the
laws of such state require the Seller or Originators to be so qualified and the
failure to so qualify would have a material adverse effect on their respective
operations or ability to perform their respective obligations under the
Documents; and each of the Seller and the Originators has the corporate power
and authority to execute, deliver and perform under the Documents.
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Page 4
May 14, 1993
2. The Servicer is a corporation duly organized, validly existing and in
good standing under the laws of the Commonwealth of Pennsylvania and, to our
knowledge, is duly qualified to do business in all states where the laws of such
state require the Servicer to be so qualified and the failure to so qualify
would have a [material] adverse effect on its operations or ability to perform
its obligations under the Documents; and the Servicer has the corporate power
and authority to execute, deliver and perform under the Documents.
3. The execution, delivery and performance by the Seller, the Servicer and
the Originators of the Documents have been duly authorized by all requisite
corporate action, and the Documents have been duly executed and delivered by, as
appropriate, the Seller, the Servicer and the Originators, and constitute the
valid, binding and enforceable obligations of, as appropriate, the Seller, the
Servicer and the Originators enforceable against such party in accordance with
their terms.
4. The execution, delivery and performance by the Seller, the Servicer and
the Originators of the Documents will not violate (a) any provision of the
Certificate of Incorporation or By-Laws of the Seller, the Servicer or the
Originators; (b) any law, rule, regulation or any order of any court or other
agency of government applicable to the Seller, the Servicer or the Originators
of which we have knowledge; or (c) any provision of any material indenture,
agreement or other instrument known to us to which the Seller, the Servicer or
the Originator is a party, or by which it or any of its properties or assets is
bound, or conflict with, result in a breach of or constitute a default under any
such indenture, agreement or other instrument or result in the creation or
imposition of any material lien, charge or encumbrance of any nature upon any of
the properties or assets of the Seller, Servicer and the Originators known to
us.
5. To our knowledge, there is no suit, action or proceeding pending or
threatened against the Seller, the Servicer or the Originators or in which the
Seller, the Servicer or the Originators is a party, before any court,
administrative agency or governmental authority which in any case questions the
validity of any of the transactions contemplated by the Documents.
The forgoing opinions are subject to the following limitations and
qualifications and are based on the following assumptions:
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Page 5
May 14, 1993
(i) We express no opinion as to, and our opinion is limited by, the effect
of non-compliance with the federal Assignment of Claims Act.
(ii) With respect to the opinion set forth in paragraph 3 above, the rights
of the Trustee and the Seller under the Documents are subject to the requirement
that the Trustee and the Seller act reasonably and in good faith and, in
connection with the enforcement of the rights described therein, in a
commercially reasonably manner.
(iii) With respect to the opinion set forth in paragraph 3 above, no
opinion is given as to the right to exercise remedies upon the happening of a
non-material breach of the Documents (including material breaches of
non-material provisions thereof).
(iv) No opinion is given herein as to the existence or quality of title
with respect to, or the creation, validity or priority of any lien on or
security interest in, any collateral or other property.
(v) With respect to paragraph 3 above, limitations may be imposed by
applicable bankruptcy, insolvency, moratorium or similar laws affecting the
rights of creditors generally and by generally applicable equitable principles.
No opinion is given with respect to the availability of the remedy of specific
performance or other equitable remedies.
(vi) The opinion set forth in paragraph 3 above is subject to any federal,
state or local fraudulent conveyance law, or law of similar import, and of any
corporate or contract laws or bodies of such laws restricting the transfer of
property or incurring of an obligation by a corporation to or for the benefit of
its shareholders or affiliates.
This opinion is given as of the date hereof and is based upon present laws
and court decisions as they exist and are construed as of this date. We assume
no obligation to update or supplement this opinion to reflect any facts or
circumstances which may hereafter come to our attention, or any changes in laws
which may hereafter occur.
The opinions set forth herein are intended only for the benefit of the
parties to which it is addressed, and it is our understanding and intention that
without our written permission
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Page 6
May 14, 1993
this letter will not be delivered to or relied upon by any other person or
entity without our prior written consent.
Very truly yours,
PEPPER, HAMILTON & SCHEETZ
<PAGE>
<TABLE>
<S> <C> <C>
PEPPER, HAMILTON & SCHEETZ
ATTORNEYS AT LAW
WASHINGTON, D.C. 3000 TWO LOGAN SQUARE WILMINGTON, DELAWARE
NEW YORK, NEW YORK EIGHTEENTH & ARCH STREETS WESTMONT, NEW JERSEY
DETROIT, MICHIGAN PHILADELPHIA, PENNSYLVANIA 19103-2799 LONDON, ENGLAND
HARRISBURG, PENNSYLVANIA 215-981-4000 MOSCOW, RUSSIA
BERWYN, PENNSYLVANIA FAX: 215-981-4750 o TWX: 710-670-0777
------------
WRITER'S DIRECT NUMBER
</TABLE>
(215) 981-4000
May 14, 1993
Transamerica Life Insurance
and Annuity Company
1150 S. Olive Street
Los Angeles, CA 90015
Banc One Capital Corp.
90 N. High Street
Columbus, OH 43218
Fidelity Bank, National Association
123 South Broad Street
M.B.O., 18th Floor
Philadelphia, PA 19109
Duff & Phelps Credit Rating Co.
55 East Monroe Street
Chicago, IL 60603
Re: PICKERING WAY FUNDING TRUST
Ladies and Gentlemen:
We have acted as special counsel to Pickering Way Funding Corp., a Delaware
corporation ("Pickering Way"), Chemical Leaman Corporation, a Pennsylvania
corporation ("Servicer") and Chemical Leaman Tank Lines, Inc., a Delaware
corporation and Quala Systems, Inc., a Delaware corporation (collectively, the
"Originators") in connection with (i) the sale and the contribution of the
Receivables by the Originators to Pickering Way pursuant to the provisions of
the Receivables Contribution and Purchase Agreement of even date herewith
between and among Pickering Way and the Originators (the "RPA"), (ii) the
subsequent transfer of the Receivables to the Pickering Way Funding Trust (the
"Trust") pursuant to the provisions of the Pooling and Servicing Agreement of
even date herewith between and
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 2
among Pickering Way, the Servicer and the Trustee (the "Agreement") and
(iii) the issuance of the Investor Certificate and the Seller Certificate
to, respectively, the Investor Certificateholder and Pickering Way pursuant
to the provisions of the Agreement. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to them in
the Agreement.
In rendering this opinion, we have examined and relied upon executed copies
of the Agreement and the RPA. (The Agreement and RPA are referred to hereinafter
collectively as the "Transaction Documents".) We also have relied upon a
certificate of an officer of the Servicer to the effect that the Servicer is not
a party to any instrument, contract or agreement with Pickering Way and has not
guaranteed any obligations of Pickering Way. In addition, we have reviewed the
Certificate of Incorporation and By-laws of Pickering Way.
I. Opinion
Based on the facts and assumptions recited herein, and subject to the
qualifications and analysis set forth below, we are of the opinion that:
1. A court of competent jurisdiction would determine that the transfer
of the Receivables and the Related Security by the Originators to Pickering
Way pursuant to the RPA constituted a sale of the Receivables and the
Related Security by the Originators to Pickering Way.
2. A court of competent jurisdiction would not grant an order
consolidating the assets and liabilities of Pickering Way with those of
either Originator in the event of a case arising from the bankruptcy of
either Originator.
3. In the event of the bankruptcy of either Originator, a court of
competent jurisdiction would conclude that the Receivables and the Related
Security are not property of the estate of either Originator under Section
541 of the United States Bankruptcy Code (11 U.S.C. SS 101 et seq., the
"Bankruptcy Code"). Consequently, if a petition in bankruptcy were to be
filed by or against either Originator under the Bankruptcy Code, a court
would conclude
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 3
that rights which may be exercised with respect to property of the
estate of either Originator pursuant to Sections 362(a), 542(a) and 363 of
the Bankruptcy Code are not available with respect to the Receivables and
the Related Security.
4. The provisions contained in Article 13(e) of the Certificate of
Incorporation of Pickering Way that require the unanimous approval of the
Board of Directors and the stockholders of Pickering Way for the voluntary
commencement by Pickering Way of any bankruptcy, insolvency or similar
proceeding (the "Special Charter Provision") are permitted under, and do
not contravene, the General Corporation Law of the State of Delaware,
except that no opinion is expressed as to the availability of specific
performance or other equitable remedies to any party seeking enforcement of
the Special Charter Provisions.
II. Assumptions
With your permission, we have assumed in rendering this opinion that the
matters set forth below are now and will at all relevant times remain correct:
1. Pickering Way has been initially capitalized by the originators
with a total capital contribution in excess of $5,000,000.
2. On the Closing Date, Pickering Way will purchase from the
Originators pursuant to the RPA a portion of the Receivables in an amount
approximately equal to $17,000,000 and the Originators will contribute to
Pickering Way a portion of the Receivables in an amount approximately equal
to $7,000,000 as the total capital contribution of Pickering Way.
3. On the Closing Date, pursuant to the Agreement, Pickering Way will
transfer the Receivables to the Trust in exchange for the Seller
Certificate and the proceeds received by the Trust in exchange for the
issuance by the Trust of the Investor Certificate.
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 4
4. Pickering Way will observe the corporate procedures required by its
Certificate of Incorporation, its by-laws, the RPA, the Agreement and the
corporate laws of the State of Delaware, including, without limitation,
holding separate director and shareholder meetings from those of any other
Person and otherwise ensure at all times that it is maintained as a
separate corporate entity from any other Person.
5. Pickering Way will (i) ensure that its board of directors duly
authorizes all of its corporate actions, (ii) keep correct and complete
books and records of account separate from those of any other Person, and
correct and complete minutes of the meetings and other proceedings of its
stockholders and Board of Directors, and (iii) where necessary, obtain
proper authorization from its directors or stockholders, as appropriate,
for corporation action.
6. Pickering Way will provide for its operating expenses and
liabilities from its own funds and maintain deposit accounts and other bank
accounts separate from those of the Originators or the Servicer, or any of
their respective Affiliates.
7. Pickering Way will act solely in its corporate name and through its
duly authorized officers or agents in the conduct of its business and
ensure that none of the Originators or the Servicer or any of their
respective Affiliates controls any corporate decisions made by it. The
Originators do not and will not refer to Pickering Way as a division or
department of either Originator, and Pickering Way will hold itself out to
third parties as a separate corporation.
8. Pickering Way will ensure that its assets are not commingled with
those of the Originators or the Servicer, or any other Person.
9. Pickering Way will not conduct any business or engage in any
activities other than as permitted in its Certificate of Incorporation.
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 5
10. Pickering Way (i) will not hold itself out, or permit itself to be
held out, as having agreed to pay, or as being liable for, the debts of the
Originators, the Servicer, or any other Person; (ii) will maintain an arm's
length relationship with the Originators, the Servicer and their respective
Affiliates with respect to any transactions between itself and such other
Person; and (iii) will continuously maintain as official records the
resolutions, agreements and other instruments underlying the transactions
contemplated by the Agreement and the RPA.
11. At least one of the three (3) members of the board of directors of
Pickering Way is an Independent Director.
12. Pickering Way was created by the Originators in furtherance of a
business plan to reduce the cost of financing the Receivables.
13. The financial statements of the Servicer, the Originators and
Pickering Way will disclose the effects of the capital contribution by the
Originators to Pickering Way and the acquisition by Pickering Way of the
Receivables, in accordance with generally accepted accounting principles.
14. Public notice of the transfer of the Receivables to Pickering Way
and to the Trust will be provided by the filing of UCC-1 financing
statements.
15. The Parent, the Originators and Pickering Way will not jointly own
any assets.
16. Pickering Way was formed to pursue a bona fide business
opportunity.
17. Both the capital contribution by the Originators to Pickering Way,
and the use by Pickering Way of the proceeds of such capital contribution
to purchase the Receivables were consummated in good faith and without
intent to hinder, delay or defraud creditors of the Originators.
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 6
III. Discussion
A. Sales Treatment
Whether a particular transaction involving the transfer of accounts
constitutes a sale or a transfer for security is dependent upon the results of
the judicial analysis of the facts and circumstances surrounding the transaction
in question. See Major's Furniture Mart v. Castle Credit Corporation, Inc., 602
F.2d 538 (3rd Cir. 1979). Among the factors recognized by the courts in
determining whether such a transaction will be characterized as a sale or as a
loan are (i) the clear identification and assignment of each account; (ii) the
level of risk assumed by the transferee in connection with the ownership of the
interest; (iii) the amount of control over the accounts (such as the commingling
of collections with respect to the accounts with the accounts of the
transferor); (iv) the intent of the parties when entering into the transaction;
(v) whether the accounts were purchased at a discount; (vi) reliance on the
creditworthiness of the transferor and not the creditworthiness of the obligors
under the accounts; (vii) whether or not the accounts will be collected directly
by the transferor; (viii) the payment by the transferor of costs and expenses
associated with collecting the accounts; and (ix) failure to notify the obligors
under the accounts of the sale of their accounts. Courts have not been clear as
to the degree of significance to be afforded these various factors.
Nevertheless, as of the date hereof, we have found no cases in which courts have
recharacterized a sale as a secured financing except for those in which the
level of recourse to the transferor was higher than the level of recourse of
Pickering Way to the Originators in the instant transaction; in such cases there
was full or substantial recourse against the transferor for losses on the
obligations sold. As we have found no case dealing directly with a transaction
of similar structure to the proposed transaction, our opinion, which we believe
to be supported by sound analysis, is not based on directly controlling
precedent.
In the instant transaction, under the RPA the Receivables will be clearly
identified and sold to Pickering Way by the Originators. With respect to the
level of risk associated with ownership, the case law indicates that the greater
the risk
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 7
to the transferee, the more likely the transfer will be deemed to be a sale.
Here, the risk of loss due to default will be borne entirely by Pickering
Way, the Trust and the Certificateholders without any recourse against the
Originators, except with respect to breaches for certain representations and
warranties and other limited circumstances set forth in Section 9.1 of the
RPA. Moreover, the ability of the Originators to assert control over the
Receivables is clearly and significantly limited pursuant to the terms of
the Agreement and the RPA. The clear intent of the parties, as evidenced by
the provisions of the Agreement and the RPA, is for the Originators to sell
the Receivables to Pickering Way. The Originators will not directly collect
the balances owed by the Obligors under the Receivables as, under the
Agreement, such balances will be collected by the Servicer. The Originators
are not paying for the costs and expenses associated with collecting the
accounts since, according to the Agreement, those expenses will be borne by
the assets of the Trust. On the other hand, under the RPA, Pickering Way
purchased the Receivables at a discount and the Obligors will not be
notified of the sale of the Receivables.
Balancing these factors together, we believe that a court, in a properly
presented case, would determine that the transfer of the Receivables pursuant to
the RPA constitutes a sale of the Receivables to Pickering Way.
B. Substantive Consolidation
Substantive consolidation in bankruptcy results in pooling the assets and
liabilities of two or more entities, eliminating intercompany claims and
combining the creditors of the consolidated companies for purposes of payment of
claims and voting on plans of reorganization.(1) 5 Collier on Bankruptcy
-------------------
1. The Bankruptcy Code does not expressly authorize substantive consolidation.
Substantive consolidation derives from bankruptcy case law, and a bankruptcy
court's power to effect substantive consolidation derives from the court's
general equitable powers under Section 105(a) of the Bankruptcy Code. See, e.g.,
Donut Queen, 41 B.R. at 708-09 and In re Richton International Corp., 12 B.R.
555, 557 (Bankr. S.D.N.Y. 1981). Substantive consolidation should not be
confused with the joint
(continued...)
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 8
Section1100.06[l], at 1100-33, 1100-34 (15th ed. 1991). See also, In re Baker &
Getty Fin. Serv., 78 B.R. 139, 141 (Bankr. N.D. Ohio 1987); In re DRW Property
Co. 82, 54 B.R. 489, 494 (Bankr. N.D. Tex. 1985) and In re Donut Queen, Ltd., 41
B.R. 706, 709 (Bankr. E.D.N.Y. 1984).
The primary purpose of substantive consolidation is to ensure the equitable
treatment of all creditors. See, In re Augie/Restivo Baking Co., 860 F.2d 515,
518 (2d Cir. 1988). See also In re Murray Indus., 119 B.R. 820, 829-830 (Bankr.
M.D. Fla. 1990) (that substantive consolidation may adversely affect some
creditors' interests does not necessarily preclude its imposition). Because of
the potential inequity of forcing creditors of one debtor to share on a parity
with creditors of a less solvent debtor, substantive consolidation is to be used
sparingly. Augie/Restivo, 860 F.2d at 519. But see Murray, 119 B.R. at 829-830
(citing the modern trend that "substantive consolidation may be authorized
whenever it will benefit the debtors' estates without betraying legitimate
expectations of the debtors and their respective creditors").(2)
- -----------------
1. (...continued)
administration of the estates of related debtors, which is authorized under
Federal Rule of Bankruptcy Procedure 1015.
2. Although bankruptcy courts are split on whether they have jurisdiction over
nondebtor affiliates against which substantive consolidation is sought, the
trend is for courts to determine they have jurisdiction provided that the matter
is properly pleaded. See e.g., In re The Julien Company, 120 B.R. 930, 938
(Bankr. W.D. Tenn. 1990) (jurisdiction denied, but court suggested that if
matter were pleaded differently, as an adversary proceeding instead of a
contested matter, jurisdiction would be proper). However, because substantive
consolidation is addressed on a case-by-case basis, courts may differ whether
they have jurisdiction over such nondebtor affiliates. Compare In re Alpha &
Omega Realty, Inc., 36 B.R. 416 (Bankr. D. Idaho 1984) (no jurisdiction) with
In re Tureaud, 45 B.R. 658 (Bankr. N.D. Okla. 1985), aff'd 59 B.R. 973 (N.D.
Okla. 1986) and In the Matter of Munford, 115 B.R. 390, 396-398 (Bankr. N.D. Ga.
1990) (jurisdiction).
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 9
In determining whether substantive consolidation is appropriate, the
bankruptcy courts will, as a general rule, examine the organizational and
financial structures and relationships among the relevant entities, as well as
the relationships between the companies and their creditors, and analyze whether
substantive consolidation is fair and equitable to the creditor body at large
and whether there is a harm to rectify. See In re Snider Bros., Inc., 18 B.R.
230, 235 (Bankr. D. Mass. 1982); In re Flora Mir Candy Corp., 432 F.2d 1060 (2d
Cir. 1970). The analysis applied by bankruptcy courts relies in large part on
the presence or absence of certain "elements" that are identical or similar to
factors relevant to "piercing the corporate veil" theories. See, e.g., In re
Vecco Constr. Indus., Inc., 4 B.R. 407 (Bankr. E.D. Va. 1980); In re Gulfco Inv.
Corp., 593 F.2d 921 (10th Cir. 1979).
Such "factors," enumerated in the decisional law, are not necessarily
dispositive of an inquiry into whether substantive consolidation should be
granted, as the tests are to be applied on a case-by-case basis. As one
oft-cited court has noted: "[t]hat as to substantive consolidation, precedents
are of little value, thereby making each analysis on a case by case basis." In
re Crown Machine & Welding, 100 B.R. 25, 27-28 (Bankr. D. Mont. 1989).(3)
There is no precise formula or combination of factors that supports a
finding of substantive consolidation in every case. Nonetheless, two sets of
substantive consolidation factors or elements (collectively, "Consolidation
Factors") are often cited, and are set forth below:
- ---------------------
3. This ad hoc approach is largely responsible for the unsettled nature of
the appropriate factors to be considered, the weight to be attached to such
factors and the significance of competing considerations offered by
objectors to substantive consolidation. Accordingly, our analysis, and any
other any analysis of whether there is a substantial risk of substantive
consolidation, is subject to the express general qualification that there
can be no guaranty as to whether a court will exercise its discretionary
equitable authority to grant substantive consolidation in any given
instance.
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 10
(1) Parent corporation owns all or a majority of the capital stock of the
subsidiary;
(2) Parent and subsidiary have common directors and officers;
(3) Parent finances subsidiary;
(4) Parent is responsible for incorporation of subsidiary;
(5) Subsidiary has grossly inadequate capital;
(6) Parent pays salaries, expenses or losses of subsidiary;
(7) Subsidiary has substantially no business except with parent;
(8) Subsidiary has essentially no assets except those conveyed to it by
parent;
(9) Parent refers to subsidiary as a subsidiary, department or division of
parent;
(lO) Directors or officers of subsidiary do not act in the interests of
subsidiary, but take directions from the parent; and
(11) Formal legal requirements of the subsidiary as a separate and
independent corporation are not observed.
Tureaud, 45 B.R. at 662 (citing Fish v. East, 114 F.2d 177 (lOth Cir. 1940)).
A second statement of substantive consolidation "elements, which are
cited in some of the more recent cases, appears in Vecco Construction:
(12) The degree of difficulty in segregating and ascertaining individual
assets and liabilities;
(13) The presence or absence of consolidated financial statements;
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 11
(14) The profitability of consolidation at a single physical location;
(15) The commingling of assets and business functions;
(16) The unity of interests and ownership between the various corporate
entities;
(17) The existence of parent and inter-corporate guarantees on loans; and
(18) The transfer of assets without formal observance of corporate
formalities.
Vecco Construction, 4 B.R. at 410. See also Donut Oueen, 41 B.R. at 709.
Despite the foregoing factors, there is no one set of elements which,
if established, ineluctably will mandate consolidation. Snider Bros., 18 B.R.
at 234. Even if many of the elements of substantive consolidation are present,
it is not a foregone conclusion that substantive consolidation should be
granted. See, e.g., DRW Property, Donut Oueen, Snider and Gulfco, supra, in
which several Consolidation Factors were present but the courts denied
substantive consolidation in each instance. See also, Coleman v. Corning Glass
Works, 619 F. Supp. 950, 956 (W.D.N.Y. 1985), aff'd, 818 F.2d 874 (2d Cir. 1987)
(ownership and existence of common officers and directors are in themselves
insufficient to justify "piercing the corporate veil") and Anaconda Bldg.
Materials Co. v. Newland, 336 F.2d 625, 629 (9th Cir. 1964) (despite presence of
numerous Consolidation Factors, court found that without a greater
justification, such as harm to creditors, circumstances did not warrant
substantive consolidation). Moreover, these factors are only an aid to and not a
substitute for the court's judgment. Holywell Corp. v. Bank of New York, 59 B.R.
340, 347 (S.D. Fla. 1986), appeal dismissed, 820 F.2d 376 (1987).
After evaluating the Consolidation Factors, a court must determine that
there is a need for consolidation and that the benefits of consolidation
outweigh whatever harm it might create. In re Steury, 94 B.R. 553, 554 (Bankr.
N.D. Ind. 1988) and DRW Property, 54 B.R. at 495. The burden rests with the
party proposing consolidation to establish that the benefits of
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 12
consolidation outweigh any resulting prejudice. Steury, 94 B.R at 554; DRW
Property, supra, and Crown Machine, 100 B.R. at 27.(4) The proponent's burden is
a "substantial" one. Snider Bros., 18 B.R. at 238.
The prevailing view is that in addition to demonstrating the benefit of
substantive consolidation and the presence of a combination of Consolidation
Factors, the proponent of substantive consolidation must establish the presence
of the following elements: (i) the creditors dealt with the entities as a single
economic unit and did not rely on their separate identity in extending credit
and (ii) the affairs of the debtors are so "hopelessly entangled" that
consolidation will benefit all creditors. Augie/Restivo 860 F.2d at 518; Crown
Machine, 100 B.R. at 27.5 In considering the first of those elements, the courts
will also examine whether substantive consolidation will
______________________
4. See also, Eastgroup Properties v. Southern Motel Ass'n. Ltd., 935 F.2d. 245,
249 (llth Cir. 1991), in which the United States Court of Appeals for the
Eleventh Circuit established its own standard of proof and held that a proponent
must show (i) there is substantial identity between the entities to be
consolidated (the proponent may demonstrate the existence of Consolidation
Factors to meet this burden) and (ii) consolidation is necessary to avoid some
harm or realize some benefit. When the proponent makes this showing, a
rebuttable presumption arises that the creditors did not rely on the credit of
any single entity involved. The burden of proof then shifts to the objecting
creditor to prove that (i) it relied on the separate credit of a single entity
and (ii) it will be prejudiced by substantive consolidation.
5. Other courts have cited two additional elements: (i) whether the existence of
separate entities will work a fraud or injustice on creditors in the absence of
consolidation; Tureaud, 45 B.R. at 662 and Gulfco, 593 F.2d at 928; and (ii)
whether substantive consolidation will facilitate or expedite the reorganization
proceedings. In re Drexel Burnham Lambert Group, 138 B.R. 723 (Bankr. S.D.N.Y.
1992), In re Orfa Corp. of Philadelphia, 129 B.R. 404, 414-415 (Bankr. E.D. Pa.
1991) and In re F.A. Potts & Co., 23 B.R. 569, 574 (Bankr. E.D. Pa. 1982).
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 13
not be unjust to all creditors. Moreover, the presence of an appropriate
combination of Consolidation Factors is still a requirement under this analysis;
standing alone, the fact that creditors believed they were dealing with one
company and not two different entities does not mandate a finding of substantive
consolidation. Crown Machinery, 100 B.R. at 28.
A leading case in the "single economic unit" area is Soviero v.
Franklin Nat'l Bank, 328 F.2d 446 (2d Cir. 1964). In that case, affiliated
companies commingled assets and functions and did not observe the corporate
form: there were common shareholders and directors, no corporate minutes, no
working capital in subsidiaries, an arbitrary allocation of inventory and
expenses, and intercompany guarantees. Id. at 447. Moreover, creditors were
advised that the debtor was a "consolidated enterprise," and received
consolidated financial statements listing assets of the affiliate companies as
those of the debtor. Id. Based on these factors, the court ordered substantive
consolidation because of the presence of numerous Consolidation Factors and the
notion that the creditors relied on the credit of the entities as a whole, and
not separately. Id. at 447-448. See also Richton, 12 B.R. at 555 (where debtors
operated as single entity, funds were shifted among debtors, consolidated tax
returns were filed and there were extensive intercorporate guarantees, the
bankruptcy court ordered substantive consolidation because the creditors treated
the debtors as one entity and because consolidation would result in the
equitable treatment of all creditors without prejudice to any one particular
group); Eastgroup Properties, 935 F.2d at 250 (substantive consolidation
affirmed where there were common owners and employees and intercompany
transfers, and one company paid the debts of the other; without substantive
consolidation, creditors of one company would have received little while equity
holders of the other company might have received a substantial distribution on
their claims. Moreover, the objecting creditors failed to prove that they relied
solely on the separate credit of one company or that substantive consolidation
would harm them).
The Augie/Restivo court's second element for determining the propriety
of substantive consolidation is whether the affiliates' assets, liabilities and
business affairs are so "hopelessly entangled" that segregation is either
prohibitively expensive or impossible. 860 F.2d at 518-519. Where courts
encounter such "hopeless entanglement," they exhibit little
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 14
reluctance in granting substantive consolidation. Id. Poor or nonexistent
record-keeping of separate assets (particularly cash and other liquid assets),
liabilities and inter-affiliate transactions, whether by design or otherwise,
are common reasons for imposing substantive consolidation. See, e.g., Vecco
Construction, 4 B.R. at 407. The degree of entanglement is the central question
to be examined, because the potentially prejudicial effect of substantive
consolidation cannot be justified based on mere contentions of administrative
convenience, even if the financial affairs of related entities are not easily
distinguishable. Augie/Restivo, 860 F.2d at 578.
The Second Circuit appears to have established a stringent standard for the
degree to which the debtor's affairs must be obscured before consolidation will
be ordered, holding:
Resort to consolidation in such circumstances [involving commingling of
assets and business functions]' however, should not be Pavlovian.
Rather substantive consolidation should be used only after it has been
determined that all creditors will benefit because untangling is either
impossible or so costly as to consume the assets. . . . Commingling,
therefore, can justify substantive consolidation only where "the time
and expense necessary even to attempt to unscramble them [is] so
substantial as to threaten the realization of any net assets for all
the creditors," . . . . or where no accurate identification and
allocation of assets is possible. In such circumstances, all creditors
are better off with substantive consolidation.
Augie/Restivo 860 F.2d at 519 (citations omitted).6
- -----------------------
6. The court in Orfa noted that the prevalent test in the United States
Bankruptcy Court for the Eastern District of Pennsylvania differs from the
Augie/Restivo test because while Augie/Restivo "appears to bar consolidation
unless it benefits all creditors", the test in the Eastern District of
Pennsylvania is comprised of
(continued...)
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 15
In some instances, protection of creditors whose interests would be
adversely and unfairly affected by consolidation predominates over financial
entanglement concerns, thus underscoring the notion that there is more to a
finding of substantive consolidation than the satisfaction of a checklist of
factors. See, e.g., Flora Mir, 432 F.2d at 1063 (unlikely that any showing of
accounting difficulties would justify consolidation when claims of debenture-
holders of formerly independent entity, whose stock was subsequently
transferred, would be extinguished or diluted).
Under the above tests, there is some degree of variation in the proof
required to demonstrate that substantive consolidation is warranted. Compare
Vecco Construction, 4 B.R. at 408-09 (substantive consolidation granted where
debtors had single operating account, consolidated financial statements, had
combined receivables, disbursements or income, and had filed bankruptcy
schedules on consolidated basis), Baker & Getty, 78 B.R. at 142 (substantive
consolidation ordered when corporate funds were commingled and used for
principal's personal purposes, inadequate records of transfers were made, and
corporate entities were alter ego of principal who admitted having engaged in
Ponzi scheme to defraud investors) and Murray, 119 B.R. at 820 (court emphasized
difficulty of allocating assets among the subsidiaries where there were numerous
intercompany exchanges that were never reconciled, and noted that the only
parties subject to harm from consolidation were a shareholder of parent and a
creditor who was an "insider" as a result of its ownership interest in parent);
with In re Ford, 54 B.R. 145, 147-148 n.6 (Bankr. W.D. Md. 1984) (evidence of
commingled corporate and personal funds in corporate bank account, common use of
funds, and common responsibility for loans insufficient to warrant substantive
consolidation; appropriate remedies for diversion of debtors' funds for
nondebtor uses are adversary actions to avoid transfers, and not substantive
consolidation).
- -----------------------
6. (...continued)
two parts -- movant must demonstrate the necessity for consolidation and that
the benefits of substantive consolidation outweigh the harm to be caused to
objecting creditors. 129 B.R. at 414 (citing Potts, 23 B.R. at 569). The Orfa
court viewed this test as less restrictive than the Augie/Restivo test. Id.
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 16
As noted above in footnote 5, there are two additional elements not
addressed by the Augie/Restivo court which may support a finding of substantive
consolidation. One element involves whether the affiliate was formed with the
intent to hinder, delay or defraud creditors, in which case the court may order
substantive consolidation. See, e.g., Fish v. East, 114 F.2d at 182-183; Gulfco,
593 F.2d at 928 (substantive consolidation denied in the absence of a purpose to
organize corporate subsidiaries to hinder and delay creditors).
Courts have ordered substantive consolidation under such circumstances
where the entities had displayed "an almost total disregard of the corporate
fiction; the corporations are a sham -- functionally indistinguishable from each
other with commingling of assets and business functions." Tureaud, 45 B.R. at
661. More significant evidence in that case included the debtors' principal's
fraudulent purposes for incorporation ("front to raise money for [principal's
personal] purposes, and to delay and hinder judgment creditors," Id. at 660),
and "hopeless commingling" of assets and liabilities. Id.7
The final element considered by courts is whether substantive
consolidation will facilitate or expedite the reorganization of related debtors,
especially where separate plans of reorganization otherwise would not be
feasible. See In re Continental Vending Mach. Corp., 517 F.2d 997, 999 (2d Cir.
1975), cert. denied, 424 U.S. 913 (1976) (court approved plan of reorganization
that called for substantive consolidation of
- -----------------------
7. See also In re Stop & Go of America. Inc., 49 B.R. 743 (Bankr. D. Mass.
1985). In Stop & Go, the court held that a shell corporation formed to hold
title to a franchise was a deliberate scheme to protect a franchise seller's
purchase money security interest in a franchise agreement held by the shell
corporation to the detriment of creditors of the debtor, an affiliated operating
company that sublicensed the franchise from the shell corporation. The shell
corporation had no telephone, office, bank account, employees, expenses or
income. The court ordered substantive consolidation because without such relief,
debtor's creditors would have been deprived of the most significant asset, the
franchise agreement, which they had been advised was owned by the debtor.
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 17
parent and subsidiary, without requiring proponents to file a separate motion);
Orfa, supra, 129 B.R. at 412-416; Potts, 23 B.R. at 569. But see In re Silver
Falls Petroleum Corp., 55 B.R. 495, 497 (Bankr. S.D. Ohio 1985) (court denied
confirmation of plan proposing substantive consolidation because proponents
failed to carry burden of proving need for substantive consolidation, and,
without ruling, stated that the issue of whether a plan proponent could achieve
consolidation under a plan of reorganization was novel).
In Potts, 23 B.R. at 569, the bankruptcy court held that consolidation
would "increase the opportunity of the consolidated debtors to obtain long-term
financing", a fact which was viewed as a crucial step in the debtors' filing of
a feasible plan of reorganization. Id. at 573. In Drexel Burnham, 138 B.R. at
766-767, consolidation would avoid years of intercorporate litigation, would
provide for a greater recovery than creditors would otherwise receive, and would
enable a reorganized entity to emerge from bankruptcy. A court will not impose
substantive consolidation, however, solely upon a showing that it would expedite
consummation of a plan of reorganization. Flora Mir, 432 F.2d at 1063.
In summary, bankruptcy courts will apply a number of rigorous tests
before determining that the extraordinary remedy of substantive consolidation is
appropriate. Such tests generally require that the proponent establish (a) the
presence of a combination of Consolidation Factors, (b) the presence of one or
more of the additional elements addressed above, (c) that substantive
consolidation is appropriate to rectify a harm and (d) that the benefits of
substantive consolidation outweigh any prejudice to creditors.8
- -----------------------
8. While there is limited case law expressing divergent views, at least one
commentator has suggested that "absent compelling circumstances such as fraud,
consolidation of a solvent finance subsidiary to benefit creditors of a debtor
parent or other affiliate is not only unauthorized under the Bankruptcy Code but
is also against public policy." Sargent, Bankruptcy Remote Finance Subsidiaries:
The Substantive Consolidation Issue, 44 Business Lawyer 1223, 1234 (1989).
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 18
Our opinion is based on a variety of factors, including the following:
(i) the corporate formalities for maintaining Pickering Way as a separate
corporate entity will be observed, including maintaining books and records
separate from those of the Originators and the Servicer and holding board
meetings separate from those of the originators and the Servicer; (ii) the
Certificate of Incorporation of Pickering Way provides that at least one of the
three (3) directors of Pickering Way not be an officer, director or employee of
the Originators or the Servicer; (iii) Pickering Way will have its own assets
that are distinct from those of the Originators and the Servicer, and Pickering
Way will not commingle assets with the Originators or the Services; (iv)
Pickering Way's business activities will involve dealings with third-party
Obligors and will not be confined to business dealings with the Originators or
the Servicer; (v) the Originators and the Servicer will not refer to Pickering
Way as a department or division of the Originators or the Servicer; (vi)
Pickering Way will hold itself out to the public and to its creditors as a
corporate entity separate from the Originators and the Servicer; (vii) Pickering
Way has received capital in more than a nominal amount; and (viii) the
Originators and the Servicer are not parties to any contract with Pickering Way
and have not guaranteed any obligations of Pickering Way.
B. Property of the Bankruptcy Estate of the Originators
Based on the analysis contained in Section III-A and B of this opinion
concerning sale treatment and substantive consolidation, and assuming that title
to the Receivables and the Related Security remains exclusively in the name of
the Trust after their sale by Pickering Way, a court of competent jurisdiction
would not find that the Receivables and the Related Security constitutes
property of the bankruptcy estate of either originator upon the bankruptcy of
either Originator. It follows that if a bankruptcy court does not substantively
consolidate the assets of Pickering Way with those of the Originators, the
assets of Pickering Way would not become part of the bankruptcy estate of either
Originator. Correspondingly, it follows that if the Receivables and Related
Security are not part of the bankruptcy estate of either Originator, the
Receivables and Related Security would not be subject to various provisions of
the Bankruptcy Code governing a debtor's management of its estate in bankruptcy
upon the bankruptcy of either Originator.
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
Page 19
Section 541 of the Bankruptcy Code provides that property of the estate
includes "all legal or equitable interest of the debtor in property as of the
commencement of the case." Although there would appear to be no basis other than
the substantive consolidation of the assets of Pickering Way with the assets of
the bankruptcy estate of either Originator that would justify such an argument,
it is possible that a bankruptcy trustee of either Originator might assert that
an Originator had an interest in the Receivables and the Related Security. Under
this theory, the bankruptcy trustee of either Originator might seek a court
order requiring a turnover of some portion of the Receivables and the Related
Security to such a trustee pursuant to Section 542 of the Bankruptcy Code, an
order enforcing the automatic stay pursuant to Section 362(a) of the Bankruptcy
Code or an order prohibiting distributions with respect to the Receivables and
the Related Security pursuant to Section 363 of the Bankruptcy Code. However,
Sections 362(a), 363 and 542 do not apply to property which is not property of
the debtor's estate. Thus, if the Receivables and the Related Security are not
property of the estate of either Originator in bankruptcy, then collections with
respect to the Receivables and the Related Security are not prohibited by the
automatic stay.
***
In expressing the opinions set forth herein, it should be noted that while
we believe our opinions are supported by a sound analysis of the transaction,
there are no reported controlling judicial precedent directly on point. In
addition, judicial analysis of the matters which are the subject of our opinion
typically proceeds on a case-by-case basis. The determination is usually made on
the basis of an analysis of the facts and circumstances of the particular case,
rather than as a result of the application of consistently applied legal
doctrines.
We have investigated such questions of law for the purpose of rendering
this opinion as we have deemed necessary. We are not experts in financial
matters and have not made any independent verification of the facts or
determinations set forth in any board of directors' resolutions. We have not
made an independent investigation of any board of directors' resolutions and in
rendering this opinion, are not rendering any opinions
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 14, 1993
Page 20
whether we believe the resolutions are correct in their conclusions regarding
the intent of the parties, the consideration paid, and the financial state of
the parties after the consummation of the transactions.
This opinion is given as of the date hereof and is based upon present
laws and court decisions as they exist and are construed as of this date. Our
opinion is based upon the assumptions described herein being correct at all
relevant times, and with the caveat that in any future bankruptcy of Pickering
Way or either Originator, consolidation issues and property of the estate issues
must necessarily relate to the state of the businesses of the Originators, the
Servicer and Pickering Way, the status of their relationships with their
creditors and each other, and other factors existing at the time of the
bankruptcy.
We are qualified to practice law in the Commonwealth of Pennsylvania.
We do not purport to express an opinion on any laws other than the law of the
Commonwealth of Pennsylvania, the General Corporation Law of the State of
Delaware and the Federal law of the United States.
The opinions rendered herein may be relied on by any assignee or
purchaser of the Investor Interest or interests therein and your counsel and
counsel for such assignees or purchasers. This opinion may not be relied upon by
such persons for any other purpose or by any other party for any purpose without
our prior written consent.
Our rendering of this opinion to you does not obligate us to render any
further opinion to you or to update this opinion at any time in the future.
Very truly yours
/s/ Pepper, Hamilton & Scheetz
-----------------------------------------
<PAGE>
PEPPER, HAMILTON & SCHEETZ
ATTORNEYS AT LAW
<TABLE>
<S> <C> <C>
WASHINGTON, D.C. 3000 TWO LOGAN SQUARE WILMINGTON, DELAWARE
NEW YORK, NEW YORK EIGHTEENTH & ARCH STREETS WESTMONT, NEW JERSEY
DETROIT, MICHIGAN PHILADELPHIA PENNSYLVANIA 19103-2799 LONDON. ENGLAND
HARRISBURG, PENNSYLVANIA 215-981-4000 MOSCOW. RUSSIA
BERWYN, PENNSYLVANIA FAX: 215-981-4750 o TWX: 710-670-0777
</TABLE>
WRITER'S DIRECT NUMBER
(215) 981-4000
May 14, 1993
Transamerica Life Insurance
and Annuity Company
1150 S. Olive Street
Los Angeles, CA 90015
Banc one Capital Corp.
90 N. High Street
Columbus, OH 43218
Fidelity Bank, National Association
123 South Broad Street
M.B.O., 18th Floor
Philadelphia, PA 19109
Duff & Phelps Credit Rating Co.
55 East Monroe Street
Chicago, IL 60603
Re: PICKERING WAY FUNDING TRUST
Ladies and Gentlemen:
We have acted as special counsel to Pickering Way Funding Corp., a
Delaware corporation (the "Seller"), Chemical Leaman Corporation, a Pennsylvania
corporation (the "Servicer"), and Chemical Leaman Tank Lines, Inc., a Delaware
corporation and Quala Systems, Inc., a Delaware corporation (jointly, the
"Originators"), in connection with (i) the sale and the
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Page 2
May 14, 1993
contribution of the Receivables by the Originators to the Seller pursuant to the
provisions of the Receivables Contribution and Purchase Agreement dated of even
date herewith between and among the Seller, the Servicer and the Originators
(the "RPA"), (ii) the subsequent transfer of the Receivables to the Pickering
Way Funding Trust (the "Trust") pursuant to the provisions of the Pooling and
Servicing Agreement dated of even date herewith between and among the Seller,
the Servicer and the Trustee (the "Agreement"), and (iii) the issuance of the
Investor Certificate and the Seller Certificate to, respectively, the Investor
Certificateholder and the Seller pursuant to the provisions of the Agreement.
Unless otherwise defined herein, capitalized terms used herein shall have the
meanings ascribed to them in the Agreement.
We have examined copies of the executed Agreement, the RPA and
acknowledgement or other copies of Uniform Commercial Code financing statements
filed on behalf of the Seller and the Trustee in the office of the Secretary of
State of the Commonwealth of Pennsylvania and of the office of the Chester
County Prothonotary and stamped by the appropriate filing officers
(collectively, the "Financing Statements"). We have also examined such other
documents, agreements, instruments and certificates and made such investigations
of law and fact as we have deemed necessary for the purposes of this opinion
letter.
We have assumed the genuineness of all signatures other than the
signatures of the Seller, the Servicer and the Originators, the authenticity of
all documents submitted to us as originals and the conformity to the originals
of all documents submitted to us as copies of originals. We have also assumed
that each party to the Agreement, the RPA and the other documents reviewed by us
other than the Seller, the Servicer and the Originators has the power to enter
into and perform all of its obligations under the Agreement, the RPA and the
documents and that the Trustee, the Originators, the Seller and the Servicer
will perform such obligations; that each of the Agreement, the RPA and the
documents has been duly executed and delivered by each party thereto other than
the Seller, the Servicer and the Originator; that each of the Agreement, the RPA
and the documents is valid and binding on each party thereto other than the
Seller, the Servicer and the Originators; that the Investor Certificate has
been duly issued to the Seller and sold by the Seller to the Investor
Certificateholder upon the payment of the appropriate consideration; and that
the transfer of the Investor Certificate from the Seller to the Investor
Certificateholder vested full title and ownership of that certificate in the
Investor
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Page 3
May 14, 1993
Certificateholder free and clear of any lien or other encumbrance created prior
to the transfer thereof.
We have relied on the accuracy of the representations and warranties of
the Seller set forth in the Agreement, and the Originators in the RPA, excluding
those set forth in Section 4.1(h) of the RPA and Section 2.4(a)(i) of the
Agreement.
As to matters of fact relevant to the opinions herein expressed, we
have relied upon the representations and warranties contained in the documents
we have reviewed in connection herewith (except as excluded in the previous
paragraph) and upon certificates of officers of the Seller, the Servicer, and
the Originators. To the extent that our opinion is based on matters known to us
or of which we have knowledge, except as otherwise expressly set forth herein,
we have relied solely on a review of such representations, warranties and
certificates and we have not undertaken any independent investigation to verify
any such matters, and our opinion is, therefore, as to such factual matters,
based solely thereon. However, as a result of our representation of the Seller,
the Servicer and the Originators, we have no actual knowledge of the inaccuracy
of such representations which would relate to the knowledge qualifications in
the opinions set forth below.
For the purpose of determining whether the Receivables are subject to
any security interests, liens or encumbrances filed prior to the date or dates
shown in the attached Exhibit A ("Search Schedule"), we have also relied on and
assume the accuracy and completeness of the certificates of the appropriate
public officers or private search services reflecting searches of public records
in the offices and against the entities listed in the Search Schedule. We have
assumed with your permission that, except for the filings made pursuant to the
Agreement in favor of the Trust and the filings made pursuant to the RPA in
favor of the Seller, no filings were made with respect to the Receivables in a
particular filing office between the effective date of the search certificate
applicable to that office and the date of this opinion letter. In addition, we
have relied, without investigation, on certificates of the Originators, the
Seller and the Trustee to the effect that, as of the date hereof, the
Originators, the Seller and the Trustee had no knowledge or notice of any actual
or claimed rights, liens or interests in or affecting the Receivables or the
proceeds thereof other than (a) liens for municipal or other local taxes not
then due and (b) the
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Page 4
May 14, 1993
rights, liens and interests of the Seller pursuant to the RPA and the Trust
pursuant to the Agreement. Furthermore, nothing herein constitutes an opinion
that, and we expressly assume that, as represented and warranted by Seller in
Section 4.1(h) of the RPA, immediately prior to the conveyance of the
Receivables to the Seller pursuant to the RPA, the Originators had good and
marketable title to the Receivables, free and clear of the ownership claims of
others and of third parties claiming by, through or under any prior owner or any
person or entity asserting an ownership claim.
This opinion is limited exclusively to the laws of the Commonwealth of
Pennsylvania, the federal laws of the United States of America in effect in the
Commonwealth of Pennsylvania and the statutory provisions of the General
Corporation Law of the State of Delaware.
Based upon and subject to the qualifications, assumptions and matters
of reliance set forth herein, we are of the following opinions:
<PAGE>
1. The transaction described in the RPA constitutes a sale, transfer
and assignment of the Receivables, a grant of a security interest in the
Receivables, or a combination thereof. The RPA grants to the Seller a "security
interest." (as defined in Section 1201 of the UCC) in the Receivables and the
proceeds thereof. Such security interest constitutes a perfected, first priority
security interest in (a) those Receivables in existence on the date of the
execution and delivery of the RPA and (b) those Receivables coming into
existence after the date of the execution and delivery of the RPA at and after
the time those Receivables come into existence. That interest in the Receivables
will not be impaired by either (a) liens or claims against either Originator
arising before or after the date of the execution and delivery of the RPA or (b)
the subsequent bankruptcy or insolvency of either Originator.
2. The transaction described in the Agreement constitutes a sale,
transfer and assignment of the Receivables a grant of a security interest in the
Receivables, or a combination thereof. The Agreement grants to the Trust a
"security interest" (as defined in Section 1201 of the UCC) in the Receivables
and the proceeds thereof. Such security interest constitutes a perfected, first
priority security interest in (a) those Receivables in existence on the date of
the execution and delivery of the Agreement and (b) those Receivables coming
into existence after the date of the execution and delivery of the
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Page 5
May 14, 1993
Agreement at and after the time those Receivables come into existence. That
interest in the Receivables will not be impaired by either (a) liens or claims
against the Seller arising before or after the date of the execution and
delivery of the Agreement or (b) the subsequent bankruptcy or insolvency of the
Seller.
3. With respect to the "proceeds" (as defined in Section 9306(a) of the
UCC) of the Receivables (which proceeds include payments received from
Obligors), the Trust will cease to have a continuing perfected first priority
security interest in such proceeds after 10 days from their receipt by the
Seller, unless such proceeds constitute identifiable cash proceeds under Section
9306 of the UCC or the Trust otherwise perfects a security interest in the
proceeds prior to the end of such period.
4. Except to the extent that the continuation of the perfection of
security interests in proceeds after 10 days from their receipt by the Seller
may require some additional action as described in Paragraph 2 above, no actions
other than the filing of the Financing Statements are necessary to perfect and
(subject to the remainder of this paragraph) maintain the perfection of the
Trust's security interests, in the Receivables and the proceeds thereof or the
Trust's interests in the Collection Account. We note that if a change in the
Seller's or an Originator's name, identity or corporate structure makes a
Financing Statement naming the Seller or either Originator as debtor seriously
misleading within the meaning of Section 9402(g) of the UCC or if the Seller or
either Originator moves any office at which records concerning the Receivables
are maintained to any location within Vermont or the U.S. Virgin Islands
("Locations") or moves offices to any location in Pennsylvania other than in
Chester County or changes the location of their respective chief executive
offices, the timely filing of appropriate new financing statements may be
necessary to continue the perfection of the Trust's interests in the Receivables
and the proceeds thereof. We have been advised that records concerning the
Receivables are not currently maintained at any of the Locations. We note also
that the timely filing of continuation statements will be required to continue
the perfection of the interests of the Trust in the Receivables and the proceeds
thereof. We also note that, in Section 13.2 of the Agreement, the Servicer has
agreed to take the actions referred to in this paragraph.
5. The funds in the Collection Account allocable and owing to the
Investor Certificateholder constitutes the property of the Trust or consist of
proceeds in which the Trust has a
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Page 6
May 14, 1993
perfected first priority security interest not subject to any liens,
encumbrances or claims arising through or under the Seller, so long as
Collections are deposited by the Servicer into the Collection Account
within 10 days after their receipt by the Servicer as required by the
Agreement.
6. The bankruptcy, insolvency or appointment of a receiver for the
Seller will not (a) affect the perfection or priority or the enforceability of
the interests of the Trust in the Receivables and the proceeds thereof or in
funds deposited in the Collection Account (including funds invested by the
Trustee in Permitted Investments) or (b) impair the rights of the Investor
Certificateholder to receive payments from the Collection Account of monies
owing to them pursuant to the Agreement.
We express no opinion with respect to the following:
(a) The priority of any of the Trust's interests in the Receivables
and the proceeds thereof against, or the impairment of such
interest by, (i) interests that arise by operation of law and
that do not require any filing, recording or similar action to
take priority over perfected security interests and (ii) any
governmental statutory liens, including, without limitation,
federal, state or local tax liens or liens arising under the
Employee Retirement Income Security Act of 1974, as amended and
implemented;
(b) Receivables arising after the bankruptcy or the insolvency of
the Seller or either Originator or the appointment of a receiver
for the Seller or either Originator;
(c) Payments from the Collection Account consisting of monies, other
than the proceeds of Receivables;
(d) The effect of non-compliance with the federal Assignment of
Claims Act;
(e) The effect of Section 9306(c) of the Uniform Commercial Code in
effect in the Commonwealth of Pennsylvania (the "UCC") on the
rights of
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Page 7
May 14, 1993
the Trust in the proceeds of Receivables held by the Seller or
Servicer at the time bankruptcy or insolvency proceedings are
instituted by or against the Seller;
(f) Whether a court in an equitable proceeding might issue a
temporary restraining order or preliminary injunction pending
resolution of the Investor Certificateholder's rights in the
Receivables, the proceeds thereof or rights to payment generally;
(g) The relationship between the Trustee and the depository of the
Collection Account or the effect of the insolvency of such
depository or the issuer of any investments contained in the
Collection Account.
This opinion is given as of the date hereof and is based upon present
laws and court decisions as they exist and are construed as of this date. We
assume no obligation to update or supplement this opinion to reflect any facts
or circumstances which may hereafter come to our attention, or any changes in
laws which may hereafter occur.
The opinions set forth herein are intended only for the benefit of the
parties to which it is addressed, and it is our understanding and intention that
without our written permission this letter will not be delivered to or relied
upon by any other person or entity without our prior written consent.
Very truly yours,
/s/ Pepper, Hamilton & Scheetz
-----------------------------------------
<PAGE>
EXHIBIT A
Search Schedule
All searches performed by Nationwide Information Services, Inc.
Debtor Location of Search Date of Search
------ ------------------ --------------
1. Quala Systems, Inc. PA Secretary of State April 23, 1993
2. Quala Systems, Inc. Chester County Prothonotary March 31, 1993
3. Quala Systems, Inc. Chester County Recorder March 31, 1993
of Deeds
4. NUBULK Services, Inc. PA Secretary of State April 23, 1993
5. NUBULK Services, Inc. Chester County Prothonotary March 30, 1993
and
March 31, 1993
6. NUBULK Services, Inc. Chester County Recorder March 31, 1993
of Deeds
7. Chemical Leaman Tank PA Secretary of State April 23, 1993
Lines, Inc.
8. Chemical Leaman Tank Chester County Prothonotary March 31, 1993
Lines, Inc.
9. Chemical Leaman Tank Chester County Recorder March 31, 1993
Lines, Inc. of Deeds
<PAGE>
PEPPER, HAMILTON & SCHEETZ
ATTORNEYS AT LAW
<TABLE>
<S> <C> <C>
WASHINGTON, D.C. 3000 TWO LOGAN SQUARE WILMINGTON, DELAWARE
NEW YORK, NEW YORK EIGHTEENTH & ARCH STREETS WESTMONT, NEW JERSEY
DETROIT, MICHIGAN PHILADELPHIA PENNSYLVANIA 19103-2799 LONDON. ENGLAND
HARRISBURG, PENNSYLVANIA 215-981-4000 MOSCOW. RUSSIA
BERWYN, PENNSYLVANIA FAX: 215-981-4750 o TWX: 710-670-0777
</TABLE>
WRITER'S DIRECT NUMBER
(215) 981-4385
May 13, 1993
Transamerica Life Insurance
and Annuity Company
1150 S. Olive Street
Los Angeles, CA 90015
Banc One Capital Corp.
90 N. High Street
Columbus, OH 43218
Fidelity Bank, National Association
123 South Broad Street
M.B.O., 18th Floor
Philadelphia, PA 19109
Duff & Phelps Credit Rating Co.
55 East Monroe Street
Chicago, IL 60603
Re: Pickering Way Funding Trust
---------------------------
Ladies and Gentlemen:
We have acted as special counsel to Pickering Way Funding Corp., a
Delaware corporation (the "Seller"), Chemical Leaman Corporation, a Pennsylvania
corporation ("Servicer") and Chemical Leaman Tank Lines, Inc., a Delaware
corporation and Quala Systems, Inc., a Delaware corporation (collectively, the
"Originators") in connection with (i) the sale and the contribution of the
Receivables by the Originators to the Seller pursuant to the provisions of the
Receivables Contribution and Purchase Agreement dated of even date herewith
between and among the Seller, the Servicer and the Originators (the "RPA"), (ii)
the subsequent transfer of the Receivables to the Pickering Way
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 13, 1993
Page 2
Funding Trust (the "Trust") pursuant to the provisions of the Pooling and
Servicing Agreement dated of even date herewith between and among the Seller,
the Servicer and the Trustee (the "Agreement") and (iii) the issuance of the
Investor Certificate and the Seller Certificate to, respectively, the Investor
Certificateholder and the Seller pursuant to the provisions of the Agreement.
In connection with the foregoing, you have asked us whether the
Investor Certificate will be characterized as indebtedness of the Seller for
federal income tax purposes. You have also asked about certain Pennsylvania
state tax consequences which are discussed separately below. Unless otherwise
defined here, capitalized terms used herein shall have the meanings ascribed to
them in the Agreement.
Our opinion is based on an examination of the Agreement, the
Certificates and such other documents, instruments and information as we
considered necessary. As to any facts material to the opinions expressed herein
which were not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Seller, the Servicer, the Originators, the Trustee and others. Our opinion
regarding federal income taxation is also based upon the Internal Revenue Code
of 1986, as amended (the "Code"), administrative rulings, judicial decisions,
Treasury regulations and other applicable authorities thereunder, and the
opinions regarding Pennsylvania taxation are based on the relevant Pennsylvania
taxing statutes and the authorities thereunder. The statutory provisions,
regulations, and interpretations on which our opinions are based are subject to
change, and such changes could apply retroactively. In addition, there can be no
assurance that positions contrary to those stated in our opinion may not be
taken by the Internal Revenue Service or by the Department of Revenue of the
Commonwealth of Pennsylvania.
In our opinion, the Investor Certificate will constitute indebtedness
for federal income tax purposes.
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 13, 1993
Page 3
I. Federal Income Tax Characterization of the Investor Certificate as Debt.
In general, the substance of a transaction in determinative of its
characterization for federal income tax purposes, and the substance of the
transaction in which the Investor Certificate will be issued is consistent with
treatment of the Investor Certificate as debt. Although there are certain
judicial precedents holding that under appropriate circumstances a taxpayer
should be required to treat a transaction in accordance with the form chosen by
the taxpayer, regardless of the transaction's substance, the application of
these authorities would not alter the treatment of the Investor Certificate as
debt because the form, as well as the substance, of the transaction is
consistent with such treatment. Even if it should be determined that certain
aspects of the transaction are indicative of a sale, the transaction's form as a
whole would at worst be viewed as ambiguous rather than clearly as a sale of the
Receivables. Since the form of the transaction is consistent with treating the
Investor Certificate as debt, the aforementioned authorities requiring tax
treatment consistent with a transaction's form would not be applied to require
sale characterization. Therefore, the characterization of the issuance of the
Investor Certificate would be governed by the substance of the transaction,
which is the issuance of debt.
A. Economic Substance of the Transaction.
If the economic substance of a transaction differs from the form in
which it is cast, except in certain limited circumstances (see discussion
below), the substance, rather than the form, governs the federal income tax
consequences of the transaction. Gregory v. Helverins, 293 U.S. 465 (1935).
Whether the Investor Certificate is in substance debt or an ownership
interest in the Receivables is based on a determination of which party to the
transaction holds the "substantial incidents of ownership" of the Receivables.
The courts have identified a variety of factors that must be considered in
making that determination. See Town & Country Food Co., v. Commissioner, 51 T.C.
1049 (1969) acq., 1969-2 C.B. xxv; United Surgical Steel Co. v. Commissioner, 54
T.C. 1215 (1970), acg., 1971-2 C.B. 3; G.C.M. 39584 (December 3, 1986). In the
context of this transaction, the most important considerations
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 13, 1993
Page 4
are: (i) whether the Seller bears the burdens of ownership (i.e., the risk of
loss from the Receivables) and (ii) when the Seller retains the benefits of
ownership (i.e., the potential for gain from the Receivables). The following
discussion considers these as well as other relevant factors and demonstrates
that each factor supports characterization of the Investor Certificate as debt.
1. The Burdens of Ownership are Borne by the Seller. The principal
burden of ownership with respect to Receivables is risk of loss arising from
defaulted payments. The risk of loss arising from defaults, under all reasonable
default scenarios, is borne by the Seller. After a default, the proceeds of all
collections on Receivables are paid to the Investor Certificateholder before
the holder of the Seller Certificate receives interest or principal payments. In
addition, funds in the Reserve Sub-Account and in the Principal Sub-Account are
used to pay principal and interest to the Investor Certificateholder after a
default before any funds are distributed to the holder of the Seller
Certificate.
2. The Benefits of Ownership are Retained by the Seller. A change in
Obligor payment patterns resulting in fewer defaults than expected based on
historical experience will increase the value of the Receivables. Because the
Agreement provides that the rate of return to the Investor Certificateholder
does not exceed the Certificate Rate and the Seller receives the remaining
proceeds from the Receivables (after payment of fixed costs), all of the benefit
of any increase in the value of the Receivables will inure to the Seller rather
than to the holder of the Investor Certificate.
3. Other Factors. A number of other factors support the conclusion that
the Investor Certificates are in substance debt. The terms of the Receivables
differ materially from the terms of the Investor Certificates with regard to
their respective maturity dates. The Investor Certificates provide for a
Revolving Period followed by an Amortization Period. During the former, only
interest will be paid to the Investor Certificate holder and during the latter,
both principal and interest payments will be made to such holder. In contrast,
individual payments due in connection with the Receivables will be made
continuously by the Obligors, and the proceeds of these payments will be
returned to the Investor Certificateholder
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 13, 1993
Page 5
during the Amortization Period as principal payments before the proceeds thereof
will be paid to the holder of the Seller Certificate. In addition, the Servicer,
an Affiliate of the Seller, will retain control and possession of the
Receivables. The Servicer is responsible for servicing, management, collection
and administration of the Receivables and will bear all costs and expenses
incurred in connection with such activities, although an amount necessary to
compensate the Servicer for such collection activity is permitted by the
Agreement to be paid periodically to the Servicer from the assets held by the
Trust. [The Obligors on the Receivables will not be notified of the transfer of
the Receivables to the Trust and will continue to treat the Originators as the
owners of such Receivables.] In addition, the Seller will agree to indemnify the
Trust for the entire amount of losses, claims, damages or liabilities arising
out of the activities of the Servicer. The Trustee, on behalf of the Investor
Certificateholder, has the right to inspect the Servicer's documentation of the
Receivables, a right which is common in loan transactions. Further, the Servicer
collects the Receivables without significant supervision by the Trustee or the
Investor Certificateholder. The foregoing additional factors support the
conclusion that the transaction described in the Agreement constitutes a loan
made by the Investor Certificateholder.
B. Form versus Substance.
There is a series of cases holding that, in certain circumstances, the
taxpayer is bound by the form of the transaction selected notwithstanding that
the characterization of the economic substance of the transaction would be
different than the form in which the transaction was cast. Commissioner v.
Danielson, 378 F.2d 771 (3rd Cir.), cert. den., 389 U.S. 858 (1967). Here,
however, the form of the transaction is consistent with the characterization of
the Investor Certificate as debt. Accordingly, these authorities are not
applicable to the transaction and will not cause the transaction to be treated
as a sale of an interest in the Receivables to the holders of an Investor
Certificate. An analysis of the following factors demonstrates that the
substance of the transaction is consistent with the characterization of the
transaction as a financing and not as a sale of the Receivables:
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 13, 1993
Page 6
1. The Agreement and the Investor Certificate will state that the
Investor Certificateholder and the Seller will treat the transaction as a
financing for federal and state tax purposes.
2. The language in the Agreement whereby the Seller agrees to
"transfer... all of its right, title and interest in and to" the Receivables to
the Trust is consistent with language of transfer in other security arrangements
where debtors pledge assets to secure debt.
3. The Investor Certificate states that it represents an "undivided
interest" in the Trust. However, the rights of an Investor Certificateholder
are only to receive payment of interest at the Certificate Rate on the
outstanding amount of the Investor Certificate repayment of the par amount of
the Investor Certificate on or prior to the Trust Termination Date.
4. The Investor Certificate will not provide the Investor
Certificateholder with any specific rights in any Receivable, but rather will
provide only for rights to cash flow from the Receivables pool.
5. Although the Investor Certificate states that it represents an
"undivided interest" in the Trust, Collections of Receivables are paid to the
holders of the Investor Certificate before they are paid to the holder of the
Seller Certificate.
6. The fact that the Seller and the Originators intend to report the
transaction as a sale for certain financial accounting purposes does not control
the result for tax purposes. Thor Power Tool Co. v. Commissioner, 439 U.S. 522,
538-544 (1979); Frank Lyon Co. v. U.S., 435 U.S. 561, 577 (1978). Nor is such
fact necessarily inconsistent with characterizing the form of the transaction as
a financing.
If certain aspects of the transaction should be determined to be
inconsistent with treatment of the Investor Certificate as debt and the form of
the transaction is therefore ambiguous, numerous cases hold that the economic
substance of the transaction controls the transaction's characterization. Elrod
v. Commissioner, 87 T.C. 1046, 1065 (1986); Smith v.
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 13, 1993
Page 7
Comissioner, 82 T.C. 705, 713 (1984). In such circumstance, it would be
inappropriate to restrict taxpayers to the "four corners" of their document,
since the written instrument by its own terms is unclear. "The Danielson rule. .
. [is not] applicable to exclude parol evidence offered with respect to an
ambiguous document." Elrod, supra. at 1066. Accordingly, if the form of the
transaction is deemed to be ambiguous, a court would look to evidence of the
transaction's economic substance to determine its character.
In our opinion, the substance of the contemplated transaction is
consistent with the characterization of the Investor Certificate as debt. The
form of the transaction is also consistent with treatment as debt. To the extent
that the form of the transaction should be determined to include some features
indicative of a sale in addition to the features indicative of a debt financing,
the form is at worst ambiguous. Accordingly, based upon the foregoing analysis,
the Investor Certificate will be treated as debt for federal income tax
purposes.
II. Characterization of the Trust.
Because, in our opinion, based upon the foregoing, the transaction will
be characterized as a pledge, rather than a sale, of the Receivables by the
Seller, the Investor Certificateholder will not be considered to own interests
in the Receivables. Instead, the Investor Certificateholder will be treated as
owning directly the indebtedness of the Seller represented by the Investor
Certificate.
The Trust is similar to trusts established to hold collateral pledged
as security in connection with lending transactions. Such a trust will be
disregarded for federal income tax purposes, and will be characterized instead
as a mere security arrangement. Treas. Reg. S 1.61-13(b); which provides as
follows:
"If a corporation, for the sole purpose of securing the payment of its
... indebtedness, places property in trust ... under the control of a
trustee who may be authorized to invest and reinvest such sums from
time to time, the property or fund thus set aside by the corporation
and held by the trustee is an asset of the
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 13, 1993
Page 8
corporation, and any gain arising therefrom is income of the
corporation and shall be included as such in its gross income."
See Also. Rev. Rul. 76-265, 1976-2 C.B. 448; Rev. Rul. 73-100, 1973-1 C.B. 613
Even if the trust were not disregarded for federal income tax purposes,
it would be treated as a trust and not as an association taxable as a
corporation. A trust may be characterized as an "association" for tax purposes
if the trustee has the right to vary the investment of the investors. For
example, in Commissioner v. North American Bond Trust, 122 F.2d 545, (2d Cir,
1941), cert. den. 314 US 701 (1941), a limited power of the trustee to change
the investments of certificateholders was deemed determinative because he could
select the substitute collateral for the certificates. In the instant case, no
new investors can be added and the substitution of collateral as receivables
mature is not a discretionary act of the trustees. In American Participations
Trust, 14 T.C. 1457 (1950), the Tax Court emphasized that when the powers of the
trustee or the debtor (or both combined) are limited to those incidental to the
preservation of trust property, the collection of income therefrom and its
distribution does not cause the trust to be an association. In the instant case
the specificity of the property to be substituted as collateral leaves the
trustee and/or the Seller without meaningful discretion. "... the trust property
was to be held for investment and not to be used as capital in the transaction
of business for profit like a corporation organized for such a purpose. This
distinction is what makes the difference tax wise." Commissioner v. Chase
National Bank of New York, 122 F.2d 540 (2d Cir, 1942). Thus the trustee and the
debtor, or both combined, cannot directly or indirectly vary the investment, and
the trust does not have the characteristics of an "association".
III. Pennsylvania Tax Matters.
With respect to Pennsylvania taxation, we are of the opinion that (i)
the Trust will not be subject to Pennsylvania taxation, and (ii) the transfer of
the Receivables to the Trust will not result in the realization or recognition
of income by the Seller for Pennsylvania Corporate Net Income Tax purposes. As
concluded above, the Investor Certificate will be
<PAGE>
PEPPER, HAMILTON & SCHEETZ
Transamerica Life Insurance
and Annuity Company
Banc One Capital Corp.
Fidelity Bank, National Association
Duff & Phelps Credit Rating Co.
May 13, 1993
Page 9
characterized as debt of the Seller for federal income tax purposes. The base
for the Pennsylvania Corporate Net Income Tax is "taxable income ... as returned
to and ascertained by the federal government ...", as adjusted. 72 P.S.
S7401(3). The transfer of the Receivables by the Seller will not constitute a
realization or recognition event for federal income tax purposes. Thus, the
transfer likewise will not constitute a realization or recognition event for
Pennsylvania Corporate Net Income Tax purposes.
* * *
This opinion is being furnished to you solely for your benefit and is not to be
used, circulated, quoted, or otherwise referred to for any purpose without our
express written consent. The opinions rendered herein may not be relied upon nor
may copies thereof be given to any other parties or person without our prior
written consent.
Our rendering of this opinion to you does not obligate us to render any further
opinion to you or to update this opinion at any time in the future.
Very truly Yours.
/s/ Lisa B. Petkun, A Partner
--------------------------------------
Lisa B. Petkun, A Partner
<PAGE>
EXHIBIT 3.3
FORM OF LOCKBOX AGREEMENTS
<PAGE>
LOCKBOX AND AGENCY AGREEMENT
This LOCKBOX AND AGENCY AGREEMENT, dated as of May 14, 1993
("Agreement") between CORESTATES PHILADELPHIA NATIONAL BANK, a national banking
association (the "Lockbox Bank"), CHEMICAL LEAMAN TANK LINES, INC., a Delaware
corporation ("Chemical Leaman"), PICKERING WAY FUNDING CORP., a Delaware
corporation ("Pickering Way") and FIDELITY BANK, N.A., a national banking
association (the "Trustee"), shall serve as instructions regarding the operation
and procedures for all lockboxes specifically identified herein and any other
lockbox now or hereafter maintained at the Lockbox Bank for custody of property
of Chemical Leaman or Pickering Way and the bank accounts now or hereinafter
maintained at the Lockbox Bank, for the deposit, credit or custody of property
of Chemical Leaman or Pickering Way.
1. Effectiveness. This Agreement shall take effect on the date hereof.
2. Lockbox and Account Identification. This Agreement applies to
Lockbox No. 8500-5-1445 and any successor Lockbox hereafter created at the
Lockbox Bank for Chemical Leaman or Pickering Way (the "Lockbox") and Lockbox
Account No. 01743121 or any successor account hereafter created at the Lockbox
Bank for Chemical Leaman or Pickering Way (the "Lockbox Account").
3. Ownership and Security Interest; Agency. Chemical Leaman and
Pickering Way hereby grant to the Trustee a continuing ownership right in, lien
upon, and security interest in, all funds, items, instruments, investments,
securities and other things of value at any time paid, deposited, credited or
held (whether for collection, provisionally or otherwise), and all other
property of Chemical Leaman and Pickering Way from time to time in the
possession or under the control of the Lockbox Bank and all proceeds of all of
the foregoing, from time to time paid, deposited, credited or held in the
Lockbox or the Lockbox Account.
The Trustee hereby appoints the Lockbox Bank as the Trustee's agent for
the Lockbox and the Lockbox Account, and all of such funds, items, instruments,
investments, securities, and other things of value and other such property, and
proceeds thereof, deposited or credited therein, and the Lockbox Bank by its
execution and delivery of this Agreement hereby accepts such appointment and
agree to be bound by the terms of this Agreement. Chemical Leaman and Pickering
Way hereby agree to such appointment of the Lockbox Bank and further agrees that
the Lockbox Bank, on behalf of the Trustee, shall be entitled to exercise, upon
the instructions of the Trustee, any and all rights which the Trustee may have
under the Pooling and Servicing
<PAGE>
Agreement dated May 14, 1993 between Pickering Way, the Trustee and Chemical
Leaman Corporation ("Pooling and Servicing Agreement"), or under applicable law
with respect to the Lockbox and the Lockbox Account. The Lockbox Bank agrees to
take such action as shall from time to time be specified in writing from the
Trustee to enable the Trustee to exercise its rights and remedies with respect
to the lien and security interest described in this Section 3.
4. Control of Lockbox and Lockbox Account. The Lockbox (and any related
post office box) and the Lockbox Account shall be under the sole dominion and
control of the Trustee and shall be maintained by the Lockbox Bank in the name
of "Fidelity Bank, National Association, Lockbox Account." Neither Chemical
Leaman or Pickering Way nor any other person or entity claiming by, through or
under Chemical Leaman or Pickering Way shall have any control over the use of,
or any right to withdraw any amount from, the Lockbox or the Lockbox Account.
5. Lockbox Procedures. The Lockbox Bank shall have exclusive
and unrestricted access to, and shall collect the mail addressed or delivered
to, the Lockbox (even though addressed to Chemical Leaman or Pickering Way) on
each Business Day in accordance with the Lockbox Bank's regular collection
schedule. The Lockbox Bank shall follow the following procedures with respect to
items so collected from the Lockbox and other deposited items:
(a) Open mail addressed or delivered to the Lockbox (even though
addressed to Chemical Leaman or Pickering Way) and endorse all items and
remittances contained therein for automatic daily for deposit in the Lockbox
Account.
(b) In performing its obligations with respect to the Lockbox, the
Lockbox Bank may discover from time to time remittances bearing restrictive
legends. Any such items discovered by the Lockbox Bank shall be returned to
Chemical Leaman Corporation or any successor servicer under the Pooling and
Servicing Agreement ("Servicer") unprocessed for further instructions (or,
following the Lockbox Bank's receipt of any notice from the Trustee of the
occurrence of any Termination Event under the Pooling and Servicing Agreement,
to the Trustee), provided, however, that the Lockbox Bank shall have no
responsibility for its failure to discover any items bearing a restrictive
legend, nor for the Lockbox Bank's failure to determine in any manner the
correctness of any remittance. In addition, the Lockbox Bank reserves the right,
should there be a question as to any particular item sent to the Lockbox, to
forward such item to Servicer for inspection and instructions
-2-
<PAGE>
before processing for deposit (except that after the Lockbox Bank receives any
notice from the Trustee of any Termination Event under the Pooling and Servicing
Agreement, it shall forward such items to the Trustee).
(c) The Lockbox Bank shall mail, via overnight mail or courier, to
Servicer all documents (invoices, etc.) received with the remittances. Following
the Lockbox Bank's receipt of any notice from the Trustee of the occurrence of
any Termination Event under the Pooling and Servicing Agreement, such documents
shall be mailed to the Trustee.
(d) The Lockbox Bank shall promptly after receipt mail to Servicer
any mail that does not appear to represent a remittance.
(e) The Lockbox Bank will adhere to the following procedures
concerning irregular items:
(x) The Lockbox Bank will process those checks that lack a
signature.
(y) The Lockbox Bank will return to Servicer any checks postdated
over three days, except that after the Lockbox Bank receives any
notice from the Trustee of any Termination Event, the Trustee may
require the Lockbox Bank to return such item to it. If a check
carries and has violated the phrase "void after x--number of
days", or is dated over one year past, the check will be returned
to Chemical Leaman.
(z) If the numeric and written amounts of the check should
disagree and the amount cannot be verified from a supporting
document, the check shall be returned to the Servicer.
(f) At the close of each banking day, the Lockbox Bank shall deposit
and transfer to General Account No. or any successor account:
hereafter created at the Lockbox Bank for the Trustee under the Pooling and
Servicing Agreement ("Collection Account") all collected remittances and
collections received in the Lockbox Account without further act or instruction.
The Lockbox Bank shall further use its best efforts to notify both the Trustee
and Servicer, not later than 9:00 a.m. of each banking day of all collections
and remittances in the
-3-
<PAGE>
Lockbox Account which were transferred to the Collection Account on the
preceding banking day.
(g) Chemical Leaman agrees to indemnify, pay, save harmless and
defend the Lockbox Bank, and any and all of its officers, directors, agents,
servants, and employees, from any and all lawsuits, whether in law or in equity,
administrative procedures or demand, claims, liabilities, damages, costs,
judgments, verdicts, orders, decrees, costs and expenses, including reasonable
attorneys' fees, which the Lockbox Bank, its officers, directors, agents,
servants, and employees or any of them may suffer, incur or pay arising out of,
or in connection with, any lawsuit, administrative procedure or hearing, claim,
demand, liability, loss, damage, judgment, verdict, order or decree brought by
any person, firm, corporation, partnership, association or any other legal
entity arising out of, or connected with (i) the Lockbox Bank's supply of
Chemical Leaman's endorsement of items and remittances addressed or delivered to
each of the Lockbox, (ii) the Lockbox Bank's transfer of such items or
remittances for collection, and (iii) the honor and payment of the items and
remittances to Chemical Leaman.
6. Lockbox Account Procedures. The Lockbox Bank shall adhere to the
following procedures with respect to items forwarded to it for deposit in or
credit to the Lockbox Account:
(a) Apply and credit to the Lockbox Account all wire transfers
directly to the Lockbox Account and apply and credit for deposit to the Lockbox
Account all checks and other items from time to time tendered for deposit
therein.
(b) It is understood and agreed that all such items and remittances
credited to the Lockbox Account shall be subject to the usual terms and
conditions of the Lockbox Bank in regard to deposits.
(c) For items which were accepted for credit to the Lockbox Account
and are later returned unpaid, the Lockbox Bank shall debit the Lockbox Account
and redeposit them through a clearing channel selected by the Lockbox Bank. If
returned unpaid a second time, the Lockbox Account shall be debited and the
items returned to the Servicer.
(d) The Lockbox Bank shall follow the instructions from the Trustee
as to the holding and transfer of all collected amounts from time to time on
deposit in the Lockbox Account.
-4-
7. Statements; Information. The Lockbox Bank shall prepare monthly
statements of credits and debits to the Lockbox Account in its standard forms
and according to its current practices and mail copies of such statements to
such persons or departments of Servicer as Servicer may designate from time to
time and mail one copy of any such statements prepared to the Trustee. In
addition, the Lockbox Bank shall provide the Trustee with such information with
respect to the Lockbox and the Lockbox Account, respectively, as the Trustee may
from time to time reasonably request, and Chemical Leaman and Pickering Way
hereby consents to such information being provided to the Trustee.
8. Compensation. Chemical Leaman hereby agrees to:
(i) pay to the Lockbox Bank the Lockbox Bank's fees and charges
with respect to the Lockboxes as set forth in the Schedule of Lockbox fees
previously provided to Chemical Leaman and all services performed for Chemical
Leaman under this Agreement. It is understood that the Lockbox Bank may change
these charges without prior notice. It is understood and agreed that Chemical
Leaman may be responsible for payment of these charges and all other expenses
related to the provision of services under this Agreement provided, however, the
Trustee may pay such fees and charges incurred by the Lockbox Bank directly to
the Lockbox Bank and such payments by Trustee on behalf of Chemical Leaman shall
be deemed part of the expenses of the Trustee payable under the Pooling and
Servicing Agreement.
(ii) on and after the date a notice of an Termination Event is
given, provide the Trustee with a monthly statement showing the invoices sent
with respect to the Lockbox and the Lockbox Account, the amount thereof and
whether or not such invoices have been paid as of the date of such statement.
9. Exculpation. The Lockbox Bank undertakes to perform only such duties
as are expressly set forth herein. Notwithstanding any other provision of this
Agreement, it is agreed by the parties hereto that the Lockbox Bank shall not be
liable for any action taken by it or any of its directors, officers, agents or
employees in accordance with this Agreement, including, without limitation, any
action so taken at the request of the Trustee, except for the Lockbox Bank's or
such person's own gross negligence or willful misconduct. In no event shall the
Lockbox Bank be liable for losses or delays resulting from computer malfunction,
interruption of communication facilities, labor difficulties or other causes
beyond the Lockbox Bank's reasonable control or for indirect, special or
consequential damages.
-5-
<PAGE>
10. Irrevocable Agreements. Chemical Leaman acknowledges that the
agreements made by it and the authorizations granted by it herein are
irrevocable and that the authorizations granted herein are powers coupled with
an interest.
11. Setoff.
(a) The Lockbox Bank waives, with respect to all of its existing and
future claims against Chemical Leaman, Pickering Way, the Trustee or any
affiliate thereof, all existing and future rights of setoff and banker's liens
against the Lockbox Account and all items (and proceeds thereof) that come into
its possession in connection with the Lockbox Account, including, without
limitation, any failure or collection of any funds transferred to Chemical
Leaman, provided, however, that the Lockbox Bank shall have the rights to charge
the Lockbox Account, without duplication, (i) for all items deposited therein
which are subsequently returned to the Lockbox Bank unpaid and for any return
charges payable by the Lockbox Bank under applicable law, and (ii) for all past
due compensation and expenses with respect to the Accounts as provided in
Section 8(ii).
(b) If any available funds transferred from the Lockbox Account
subsequently are not collected by the Lockbox Bank for any reason whatsoever,
the Lockbox Bank shall have recourse for reimbursement of such funds to the
Lockbox Account.
12. Miscellaneous. The Agreement constitutes the entire agreement with
respect to the services provided hereunder and is binding upon the parties
hereto and their respective successors and assigns (including any trustee of
Chemical Leaman appointed or elected on any action under the Bankruptcy Reform
Act of 1978, as amended) and shall inure to their benefit. Neither this
Agreement nor any provision hereof may be changed, amended, modified or waived
orally, but only by an instrument in writing signed by the parties hereto,
provided that such instrument need be signed only by the Lockbox Bank and the
Trustee if it does not change any rights or obligations of, or authorization
granted by, Chemical Leaman hereunder and notice hereof is provided by the
Trustee to Chemical Leaman. Any provision of this Agreement which may prove
unenforceable under any law or regulation shall not affect the validity of any
other provision hereof.
13. Governing Law. This Agreement shall be governed by, and interpreted
in accordance with, the laws of the Commonwealth of Pennsylvania without
reference to its principles of conflicts of law. This Agreement may be executed
in any
-6-
<PAGE>
number of counterparts which together shall constitute one and the same
instrument.
14. Termination. This Agreement may be terminated by the Trustee or the
Lockbox Bank upon thirty (30) days' advance written notice to the other parties
hereto. All rights of the Lockbox Bank under Section 8 and 9 for the period
prior to any such termination shall survive such termination. After this
Agreement is terminated, the Lockbox Bank may continue to receive mail through
the Lockbox for some time. Chemical Leaman or, if notice of an Termination Event
has occurred, the Trustee agrees to pay the Lockbox Bank's usual and customary
charges for handling this mail.
15. Notices. All notices, requests or other communications given to
Chemical Leaman, Pickering Way, Servicer, the Trustee or the Lockbox Bank shall
be given in writing (including telex, facsimile transmission or similar writing)
at the address or facsimile number specified below:
Trustee: Fidelity Bank, National Association
The Fidelity Building
123 South Broad Street
Philadelphia, Pennsylvania 19103
Telephone: (215) 985-7202
Facsimile: (215) 985-7290
Lockbox CoreStates Philadelphia National Bank
Bank: P.O. Box 7618
Fifth and Market Streets
Philadelphia, Pennsylvania 19101-7618
Telephone: (215)____-____
Facsimile: (215)____-____
Chemical Chemical Leaman Tank Lines, Inc.
Leaman: 102 Pickering Way
Lionville, Pennsylvania 19341
Attention: Charles Fernald
Telephone: (215) 363-4215
Facsimile: (215) 363-4233
Pickering Pickering Way Funding Corp.
Way: 102 Pickering Way
Lionville, Pennsylvania 19341
Attention: Charles Fernald
Telephone: (215) 363-4215
Facsimile:(215) 363-4233
-7-
<PAGE>
Servicer: Chemical Leaman Corporation
102 Pickering Way
Lionville, Pennsylvania 19341
Attention: Charles Fernald
Telephone: (215) 363-4215
Facsimile: (215) 363-4233
Any party may change its address or facsimile number for notices hereunder by
notice to each other party hereunder. Each notice, request or other
communication shall be effective (a) if given by facsimile, when such facsimile
is transmitted to the facsimile number specified in this Section and
confirmation of receipt is received by the appropriate party, (b) if given by
mail, five (5) days after such communication is deposited in the mails with
registered first class postage prepaid, addressed as aforesaid or (c) if given
by any other means, when delivered at the address specified in this section.
CORESTATES PHILADELPHIA NATIONAL BANK
By:
----------------------------------
(Assistant) Vice President
FIDELITY BANK, NATIONAL ASSOCIATION,
as Trustee
By:
----------------------------------
(Vice) President
CHEMICAL LEAMAN TANK LINES, INC.
By:
----------------------------------
(Vice) President
PICKERING WAY FUNDING CORP.
By:
----------------------------------
(Vice) President
-8-
<PAGE>
LOCKBOX AND AGENCY AGREEMENT
This LOCKBOX AND AGENCY AGREEMENT, dated as of May 14, 1993
("Agreement") between CORESTATES PHILADELPHIA NATIONAL BANK, a national banking
association (the "Lockbox Bank"), QUALA SYSTEMS, INC., a Delaware corporation
("Quala") PICKERING WAY FUNDING CORP., a Delaware corporation ("Pickering Way")
and FIDELITY BANK, N.A., a national banking association (the "Trustee"), shall
serve as instructions regarding the operation and procedures for all lockboxes
specifically identified herein and any other lockbox now or hereafter maintained
at the Lockbox Bank for custody of property of Chemical Leaman or Pickering Way
and the bank accounts now or hereinafter maintained at the Lockbox Bank, for the
deposit, credit or custody of property of Quala or Pickering Way.
1. Effectiveness. This Agreement shall take effect on the date hereof.
2. Lockbox and Account Identification. This Agreement applies to
Lockbox No. 8500-5-5855 and any successor Lockbox hereafter created at the
Lockbox Bank for Quala or Pickering Way (the "Lockbox") and Lockbox Account No.
01743113 or any successor account hereafter created at the Lockbox Bank for
Quala or Pickering Way (the "Lockbox Account").
3. Ownership and Security Interest; Agency. Quala and Pickering Way
hereby grant to the Trustee a continuing ownership right in, lien upon, and
security interest in, all funds, items, instruments, investments, securities and
other things of value at any time paid, deposited, credited or held (whether for
collection, provisionally or otherwise), and all other property of Quala and
Pickering Way from time to time in the possession or under the control of the
Lockbox Bank and all proceeds of all of the foregoing, from time to time paid,
deposited, credited or held in the Lockbox or the Lockbox Account.
The Trustee hereby appoints the Lockbox Bank as the Trustee's agent for
the Lockbox and the Lockbox Account, and all of such funds, items, instruments,
investments, securities, and other things of value and other such property, and
proceeds thereof, deposited or credited therein, and the Lockbox Bank by its
execution and delivery of this Agreement hereby accepts such appointment and
agree to be bound by the terms of this Agreement. Quala and Pickering Way hereby
agree to such appointment of the Lockbox Bank and further agrees that the
Lockbox Bank, on behalf of the Trustee, shall be entitled to exercise, upon the
instructions of the Trustee, any and all rights which the Trustee may have under
the Pooling and Servicing Agreement dated May 14, 1993 between Pickering Way,
the Trustee and Chemical Leaman
<PAGE>
Corporation ("Pooling and Servicing Agreement"), or under applicable law with
respect to the Lockbox and the Lockbox Account. The Lockbox Bank agrees to take
such action as shall from time to time be specified in writing from the Trustee
to enable the Trustee to exercise its rights and remedies with respect to the
lien and security interest described in this Section 3.
4. Control of Lockbox and Lockbox Account. The Lockbox (and any related
post office box) and the Lockbox Account shall be under the sole dominion and
control of the Trustee and shall be maintained by the Lockbox Bank in the name
of "Fidelity Bank, National Association, Lockbox Account." Neither Quala or
Pickering Way nor any other person or entity claiming by, through or under Quala
or Pickering Way shall have any control over the use of, or any right to
withdraw any amount from, the Lockbox or the Lockbox Account.
5. Lockbox Procedures. The Lockbox Bank shall have exclusive and
unrestricted access to, and shall collect the mail addressed or delivered to,
the Lockbox (even though addressed to Quala or Pickering Way) on each Business
Day in accordance with the Lockbox Bank's regular collection schedule. The
Lockbox Bank shall follow the following procedures with respect to items so
collected from the Lockbox and other deposited items:
(a) Open mail addressed or delivered to the Lockbox (even though
addressed to Quala or Pickering Way) and endorse all items and remittances
contained therein for automatic daily deposit in the Lockbox Account.
(b) In performing its obligations with respect to the Lockbox, the
Lockbox Bank may discover from time to time remittances bearing restrictive
legends. Any such items discovered by the Lockbox Bank shall be returned to
Chemical Leaman Corporation or any successor servicer under the Pooling and
Servicing Agreement ("Servicer") unprocessed for further instructions (or,
following the Lockbox Bank's receipt of any notice from the Trustee of the
occurrence of any Termination Event under the Pooling and Servicing Agreement,
to the Trustee), provided, however, that the Lockbox Bank shall have no
responsibility for its failure to discover any items bearing a restrictive
legend, nor for the Lockbox Bank's failure to determine in any manner the
correctness of any remittance. In addition, the Lockbox Bank reserves the right,
should there be a question as to any particular item sent to the Lockbox, to
forward such item to Servicer for inspection and instructions before processing
for deposit (except that after the Lockbox Bank
-2-
<PAGE>
receives any notice from the Trustee of any Termination Event under the
Pooling and Servicing Agreement, it shall forward such items to the
Trustee).
(c) The Lockbox Bank shall mail, via overnight mail or courier, to
Servicer all documents (invoices, etc.) received with the remittances. Following
the Lockbox Bank's receipt of any notice from the Trustee of the occurrence of
any Termination Event under the Pooling and Servicing Agreement, such documents
shall be mailed to the Trustee.
(d) The Lockbox Bank shall promptly mail to Servicer any mail that
does not appear to represent a remittance.
(e) The Lockbox Bank will adhere to the following procedures
concerning irregular items:
(x) The Lockbox Bank will process those checks that lack a
signature.
(y) The Lockbox Bank will return to Servicer any checks
postdated over three days, except that after the Lockbox Bank
receives any notice from the Trustee of any Termination Event,
the Trustee may require the Lockbox Bank to return such item to
it. If a check carries and has violated the phrase "void after
x--number of days", or is dated over one year past, the check
will be returned to Quala.
(z) If the numeric and written amounts of the check should
disagree and the amount cannot be verified from a supporting
document, the check shall be returned to the Servicer.
(f) At the close of each banking day, the Lockbox Bank shall deposit
and transfer to General Account No. __ or any successor account hereafter
created at the Lockbox Bank for the Trustee under the Pooling and Servicing
Agreement ("Collection Account") all remittances and collections received in the
Lockbox Account without further act or instruction. The Lockbox Bank shall
further use its best efforts to notify both the Trustee and Servicer, not later
than 9:00 a.m. of each banking day of all collections and remittances in the
-3-
<PAGE>
Lockbox Account which were transferred to the Collection Account on the
preceding banking day.
(g) Quala agrees to indemnify, pay, save harmless and defend the
Lockbox Bank, and any and all of its officers, directors, agents, servants, and
employees, from any and all lawsuits, whether in law or in equity,
administrative procedures or demand, claims, liabilities, damages, costs,
judgments, verdicts, orders, decrees, costs and expenses, including reasonable
attorneys' fees, which the Lockbox Bank, its officers, directors, agents,
servants, and employees or any of them may suffer, incur or pay arising out of,
or in connection with, any lawsuit, administrative procedure or bearing, claim,
demand, liability, loss, damage, judgment, verdict, order or decree brought by
any person, firm, corporation, partnership, association or any other legal
entity arising out of, or connected with (i) the Lockbox Bank's supply of
Quala's endorsement of items and collected remittances addressed or delivered to
each of the Lockbox, (ii) the Lockbox Bank's transfer of such items or
remittances for collection, and (iii) the honor and payment of the items and
remittances to Quala.
6. Lockbox Account Procedures. The Lockbox Bank shall adhere to the
following procedures with respect to items forwarded to it for deposit in or
credit to the Lockbox Account:
(a) Apply and credit to the Lockbox Account all wire transfers
directly to the Lockbox Account and apply and credit for deposit to the Lockbox
Account all checks and other items from time to time tendered for deposit
therein.
(b) It is understood and agreed that all such items and remittances
credited to the Lockbox Account shall be subject to the usual terms and
conditions of the Lockbox Bank in regard to deposits.
(c) For items which were accepted for credit to the Lockbox Account
and are later returned unpaid, the Lockbox Bank shall debit the Lockbox Account
and redeposit them through a clearing channel selected by the Lockbox Bank. If
returned unpaid a second time, the Lockbox Account shall be debited and the
items returned to the Servicer.
(d) The Lockbox Bank shall follow the instructions from the Trustee
as to the holding and transfer of all collected amounts from time to time on
deposit in the Lockbox Account.
-4-
<PAGE>
7. Statements; Information. The Lockbox Bank shall prepare monthly
statements of credits and debits to the Lockbox Account in its standard forms
and according to its current practices and mail copies of such statements to
such persons or departments of Servicer as Servicer may designate from time to
time and mail one copy of any such statements prepared to the Trustee. In
addition, the Lockbox Bank shall provide the Trustee with such information with
respect to the Lockbox and the Lockbox Account, respectively, as the Trustee may
from time to time reasonably request, and Quala and Pickering Way hereby
consents to such information being provided to the Trustee.
8. Compensation. Quala hereby agrees to:
(i) pay to the Lockbox Bank the Lockbox Bank's fees and charges with
respect to the Lockboxes as set forth in the Schedule of Lockbox fees previously
provided to Quala and all services performed for Quala under this Agreement. It
is understood that the Lockbox Bank may change these charges without prior
notice. It is understood and agreed that Quala may be responsible for payment of
these charges and all other expenses related to the provision of services under
this Agreement provided, however, the Trustee may pay such fees and charges
incurred by the Lockbox Bank directly to the Lockbox Bank and such payments by
Trustee on behalf of Quala shall be deemed part of the expenses of the Trustee
payable under the Pooling and Servicing Agreement.
(ii) on and after the date a notice of an Termination Event is
given, provide the Trustee with a monthly statement showing the invoices sent
with respect to the Lockbox and the Lockbox Account, the amount thereof and
whether or not such invoices have been paid as of the date of such statement.
9. Exculpation. The Lockbox Bank undertakes to perform only such duties
as are expressly set forth herein. Notwithstanding any other provision of this
Agreement, it is agreed by the parties hereto that the Lockbox Bank shall not be
liable for any action taken by it or any of its directors, officers, agents or
employees in accordance with this Agreement, including, without limitation, any
action so taken at the request of the Trustee, except for the Lockbox Bank's or
such person's own gross negligence or willful misconduct. In no event shall the
Lockbox Bank be liable for losses or delays resulting from computer malfunction,
interruption of communication facilities, labor difficulties or other causes
beyond the Lockbox Bank's reasonable control or for indirect, special or
consequential damages.
-5-
<PAGE>
l0. Irrevocable Agreements. Quala acknowledges that the agreements made
by it and the authorizations granted by it herein are irrevocable and that the
authorizations granted herein are powers coupled with an interest.
11. Setoff.
(a) The Lockbox Bank waives, with respect to all of its existing and
future claims against Quala, Pickering Way, the Trustee or any affiliate
thereof, all existing and future rights of setoff and banker's liens against the
Lockbox Account and all items (and proceeds thereof) that come into its
possession in connection with the Account, including, without limitation, any
failure or collection of any funds transferred to Quala, provided, however, that
the Lockbox Bank shall have the rights to charge the Lockbox Account, without
duplication, (i) for all items deposited therein which are subsequently returned
to the Lockbox Bank unpaid and for any return charges payable by the Lockbox
Bank under applicable law, and (ii) for all past due compensation and expenses
with respect to the Accounts as provided in Section 8(ii).
(b) If any available funds transferred from the Lockbox Account
subsequently are not collected by the Lockbox Bank for any reason whatsoever,
the Lockbox Bank shall have recourse for reimbursement of such funds to the
Lockbox Account.
12. Miscellaneous. The Agreement constitutes the entire agreement with
respect to the services provided hereunder and is binding upon the parties
hereto and their respective successors and assigns (including any trustee of
Quala appointed or elected on any action under the Bankruptcy Reform Act of
1978, as amended) and shall inure to their benefit. Neither this Agreement nor
any provision hereof may be changed, amended, modified or waived orally, but
only by an instrument in writing signed by the parties hereto, provided that
such instrument need be signed only by the Lockbox Bank and the Trustee if it
does not change any rights or obligations of, or authorization granted by, Quala
hereunder and notice hereof is provided by the Trustee to Quala. Any provision
of this Agreement which may prove unenforceable under any law or regulation
shall not affect the validity of any other provision hereof.
13. Governing Law. This Agreement shall be governed by, and interpreted
in accordance with, the laws of the Commonwealth of Pennsylvania without
reference to its principles of conflicts of law. This Agreement may be executed
in any number of counterparts which together shall constitute one and the same
instrument.
-6-
<PAGE>
14. Termination. This Agreement may be terminated by the Trustee or the
Lockbox Bank upon thirty (30) days' advance written notice to the other parties
hereto. All rights of the Lockbox Bank under Section 8 and 9 for the period
prior to any such termination shall survive such termination. After this
Agreement is terminated, the Lockbox Bank may continue to receive mail through
the Lockbox for some time. Quala or, if notice of an Termination Event has
occurred, the Trustee agrees to pay the Lockbox Bank's usual and customary
charges for handling this mail.
15. Notices. All notices, requests or other communications given to
Quala, Pickering Way, Servicer, the Trustee or the Lockbox Bank shall be given
in writing (including telex, facsimile transmission or similar writing) at the
address or facsimile number specified below:
Trustee: Fidelity Bank, National Association
The Fidelity Building
123 South Broad Street
Philadelphia, Pennsylvania 19103
Telephone: (215) 985-7202
Facsimile: (215) 985-7290
Lockbox CoreStates Philadelphia National Bank
Bank: P.O. Box 7618
Fifth and Market Streets
Philadelphia, Pennsylvania 19101-7618
Telephone: (215) ___ -____
Facsimile: (215) ____-____
Quala: Quala Systems, Inc.
102 Pickering Way
Lionville, Pennsylvania 19341
Attention: Charles Fernald
Telephone: (215) 363-4215
Facsimile: (215) 363-4233
-7-
<PAGE>
Pickering Pickering Way Funding Corp.
Way: 102 Pickering Way
Lionville, Pennsylvania 19341
Attention: Charles Fernald
Telephone: (215) 363-4215
Facsimile: (215) 363-4233
Servicer: Chemical Leaman Corporation
102 Pickering Way
Lionville, Pennsylvania 19341
Attention: Charles Fernald
Telephone: (215) 363-4215
Facsimile: (215) 363-4233
Any party may change its address or facsimile number for notices hereunder
by notice to each other party hereunder. Each notice, request or other
communication shall be effective (a) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Section
and confirmation of receipt is received by the appropriate party, (b) if
given by mail, five (5) days after such communication is deposited in the
mail with registered first class postage prepaid, addressed as aforesaid or
(c) if given by any other means, when delivered at the address specified in
this section.
CORESTATES PHILADELPHIA NATIONAL BANK
By:
---------------------------------------
(Assistant) Vice President
FIDELITY BANK, NATIONAL ASSOCIATION,
as Trustee
By:
---------------------------------------
(Vice) President
QUALA SYSTEMS, INC.
By:
---------------------------------------
(Vice) President
PICKERING WAY FUNDING CORP.
By:
---------------------------------------
(Vice) President
-8-
<PAGE>
EXHIBIT 3.6(a)
FORM OF DAILY SERVICER'S REPORT
<PAGE>
SERVICER DAILY REPORT
CHEMICAL LEAMAN CORPORATION
SERVICER DAILY REPORT
FOR___________________, 199 ___
(l) Total Eligible Receivables from Daily
Servicers Report dated _______________________,
199_. $
-----------------
(2) Amount of New Pool Receivables since
Daily Servicers Report dated
___________________, 199__ $
-----------------
(3) Amount of Cash Collections since Daily
Servicers Report dated ___________, 199_ $
-----------------
(4) Required Minimum Seller Amount * $
-----------------
(5) Discount Reserve Requirement $
-----------------
(6) Reserve Account Required Balance $ ( 1,000,000)
-----------------
(7) Total Eligible Receivables [(1)+(2)-(3)] $ ( )
-----------------
(8) Unallocated Principal Sub-Account Required
Balance [(4)+(5)+(6)+(7)] $
-----------------
(9) Account Minimums
(a) Reserve Account -
(i) Reserve Account Requirement $ 1,000,000
(ii) Current Balance $
-----------------
(iii) Excess (Deficiency) $
-----------------
(b) Unallocated Principal Account -
(i) Required Balance (from (8) above) $
-----------------
(ii) Current Balance $
-----------------
(iii) Excess (Deficiency) $
-----------------
(c) Interest Account $
-----------------
- ------------------
* From last Servicer Monthly Report or, if none, the Initial Servicer Report
<PAGE>
(10) Outstanding Fees:
Trustee - $
------------
Servicer - $
------------
Other - $
------------
Total $
-----------------
-----------------
(11) Allocations/Distributions:
(a) Available Cash in Collection Account $
-----------------
(b) Payment of Fees and Expenses $
-----------------
(c) Transfer to Interest Sub-Account $
-----------------
(d) Transfer to (from) Reserve Account $
-----------------
(e) Transfer to Unallocated Principal
Sub-Account [see (b)(iii)] $
-----------------
(f) Servicer Fees
(g) Transfer to Seller Sub-Account
[(a)-(b)+(c)+(d)+(e)+(f)] $
-----------------
-----------------
-2-
<PAGE>
EXHIBIT 3.6(b)
SERVICER MONTHLY REPORT
CHEMICAL LEAMAN CORPORATION
SERVICER MONTHLY CERTIFICATE
For the Accounting Period ending _______, 199_
- --------------------------------------------------------------------------------
(I) Pool Receivables Balance
(1) Aggregate principal amount of Pool
Receivables at end of Accounting Period $
(2) Cash Collections of Pool Receivables
during Accounting Period
($ )
(3) New Pool Receivables created
during Accounting Period $
(4) Net Pool Receivables Balance at end of
Accounting Period [sum of (1) through (3)] $
---------------
---------------
(II) Aging Analysis of Pool Receivables As of end of Accounting
Period:
From Chemical
Invoice Leaman Tank
Date Lines. Inc. Quala Systems, Inc. Total
---- ----------- ------------------- -----
0-30
31-60
61-90
91-120
151-180
181-210
Over 210 $ $ $
------------- ------------- -------------
$ $
------------- -------------
------------- -------------
<PAGE>
(III) Eligible Receivables Analysis
(1) Pool Receivables Balance (from I(6) above) $
(2) Concentration Analysis
(a) Obligors having a rating of "AA/Duff+" or equivalent:
(i) - %
(b) Obligors having a rating of "A/Duff-1" or equivalent:
(i) ~ %
(ii) - %
(c) Obligors having a rating of investment grade:
(i) - %
(ii) - %
(iii) - %
(iv) _ %
(d) Obligors exceeding maximum permitted percentage:
Name Excess
---- ------
$
(3) Ineligible Receivables as of end of Accounting Period:
Over 180 Days Past Due $
(210 from invoice date)
Asserted Set-Off $ 0
Excess Concentration Accounts
(From III(2) above) $ 0
Non-U.S. Government Obligors $ 0
U.S. Government Receivables in Excess
of $350,000 $ 0
Non-U.S. Resident Obligor $
Other ( ) $
Total Ineligible Receivables $
-------------
-------------
(4) Total Eligible Receivables [(1)-(3)] $
-------------
-------------
-2-
<PAGE>
(5) The Receivables existing on at end of Accounting Period have the
respective aging as set forth in the Exhibit A attached hereto as
of the last day of the Accounting Period.
(IV) Required Minimum Seller Amount
(A) Required Minimum Seller Percentage:
(1) Minimum 20%
-------------
-------------
(2) Charge-Off Ratio Minimum
(i) Total Charge-Offs in Accounting Period $
(ii) Average Outstanding Balance of
Pool Receivable $
(iii) Charge-Off Ratio [(i) divided by (ii)]
(iv) Maximum Permitted Charge-Off
Ratio %
(v) Excess Charge-Off Ratio
[(iii) - (iv)] 0%
(vi) Product of (v) times 1.22 0%
-------------
-------------
(3) Billing Adjustment Percentage Minimum:
(i) Total Billing Adjustments for
last 3 Accounting Periods
ending April 4, 1993 $
(ii) Total new Pool Receivables for
last 3 Accounting Periods ending
April 4, 1993 $
(iii) Billing Adjustment Percentage
[(i) divided by (ii)]
(iv) Maximum permitted Billing
Adjustment Percentage %
(v) Excess Billing Adjustment
Percentage [(iii)-(iv)] 0%
(vi) Product of (v) times 1.22 0%
-------------
-------------
(4) Required Initial Minimum Seller
Percentage for Accounting Period
[sum of (i)+(ii)+(iii)]
-------------
-------------
-3-
<PAGE>
(B) Discount Reserve
(1) Excess of Accrued and unpaid interest
on Investor Certificates over the
amount on deposit in Interest
Sub-Account $
(2) $23,000,000 x [(V(I)(ii)) divided by 4] $
(3) Discount Reserve Requirement [(1)+(2)] $
-------------
-------------
(C) Unallocated Principal
Sub-account Required Balance
(1) Principal Amount of Investor
Certificate $ 23,000,000
(2) Required Minimum Seller Percentage
[see IV(A)(4)]
(3) Minimum Seller Amount
[(l) divided by (1-(2))] $
(4) Discount Reserve Requirements
[IV(B)]
$
(5) Reserve Account Required Balance ($ 1,000,000)
(6) Eligible Receivables [see III(4)] ($ )
(7) Unallocated Principal Sub-account
Required Balance [(3)+(4)+(5)+(6)] $
-------------
-------------
V Financial Ratios
(A) Charge-Off Ratio -
(i) Total Pool Receivables Charge-Off
During last 3 Accounting Periods
ending _______________, 199_ $
(ii) Average Daily principal balance
of Pool Receivables during
3 Accounting Periods ending
_______________, 199_ $
(iii) Maximum Charge-Off Ratio 8%
(iv) Actual Charge-Off Ratio for last
3 Accounting Periods
April 4, 1993 [(i) divided by (ii)] %
-4-
<PAGE>
(B) Collection Percentage -
(i) Total Collections for last 3
Accounting Periods ending
______________, 199_ $
(ii) Average daily balance of Pool
Receivables for last 3 Accounting
Periods ending _______________, 199_ $
(iii) Minimum Collection Percentage 70%
(iv) Actual Closing Percentage
[(i) divided by (ii)] %
(C) Delinquency Percentage -
(i) Average principal balance of
Eligible Receivables past due
for at least 91 days at end of
each of the last 3 Accounting
Periods ending _______________, 199_ $
(ii) Average aggregate principal
balance of Eligible Receivables
at the end of each of the last
3 Accounting Periods ending
_______________________, 199_ $
(iii) Maximum Delinquency Percentage 15%
(iv) Actual Delinquency Percentage %
(D) Billing Adjustment Percentage -
(i) Aggregate Billing Adjustments in
the last 3 Accounting Periods
ending ________________, 199_ $
(ii) Aggregate of all Pool Receivables
created in the last 3 Accounting
Periods ending _______________, 199_ $
(iii) Maximum Billing Adjustment
Percentage 1.25%
(iv) Actual Billing Adjustment
Percentage [(i) divided by (ii)] %
(E) Fixed Charge Ratio -
(i) Operating Income, exclusive of
extraordinary item, interest,
depreciation and amortization,
for Accounting Period ending
____________, 199_
(ii) Interest Expense for Accounting
Period ending ___________, 199_
(iii) Minimum Fixed Charge Ratio 2.75%
(iv) Actual Fixed Charge Ratio %
-5-
<PAGE>
(F) Consolidated Shareholders Equity -
(i) Minimum Consolidated Shareholders Equity $21,000,000
(ii) Actual Consolidated Shareholders Equity
on __________, 199_ $
(G) Average Maturity of Pool Receivables on end of
Accounting Period - 41 Days
(H) Balance in Reserve Account - $ 1,000,000
(I) Interest due of Investor Certificates for the current
Interest Period (__________, 199_ to __________, 199_) -
(i) Principal Balance of Investor Certificate $23,000,000
(ii) Certificate Rate for initial Interest Period %
All defined terms used herein shall have the meanings given them in
the Pooling and Servicing Agreement dated May 14, 1993 between
Pickering Way Funding Corp., Chemical Leaman Corporation and Fidelity
Bank, National Association, as Trustee ("Pooling Agreement").
CHEMICAL LEAMAN CORPORATION
Date: __________, 199_ By:
-------------------------------
Vice President
-6-
<PAGE>
EXHIBIT 3.7
FORM OF MONTHLY SERVICER'S CERTIFICATE
I, Charles E. Fernald, Jr., Chief Financial Officer of Chemical Leaman
Corporation, the Servicer designated in the Pooling and Servicing Agreement
dated as of May 14, 1993 (the "Agreement") among Pickering Way Funding Corp.,
Seller, Chemical Leaman Corporation, Servicer, and Fidelity Bank, National
Association, Trustee, hereby certify as follows:
1. Under my supervision, a review of the activities of the Servicer during
the prior Accounting Period and of the Servicer's performance under this
Agreement and the other Transaction Documents was performed;
2. To the best of my knowledge, based on such review, the Servicer has
fully performed all of its obligations under the Agreement and the other
Transaction Documents throughout such Accounting Period [except as follows
[describe the nature of any default and the status thereof]].
In WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of
the Servicer.
Dated: May 14, 1993
-----------------------------------
Charles E. Fernald, Jr.
Chief Financial Officer
<PAGE>
EXHIBIT 6.1(a)
FORM OF INVESTOR CERTIFICATE
NO. 1 $23,000,000
PICKERING WAY FUNDING TRUST
ASSET BACKED CERTIFICATE
THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND MAY BE SOLD ONLY
PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF THIS
CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING AGREEMENT WILL
BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN
REQUEST.
This Certificate represents an
undivided interest in the
PICKERING WAY FUNDING TRUST
Evidencing an undivided interest in a Trust, the corpus of which consists
of receivables (the "Receivables) generated from time to time in the ordinary
course of business of Quala Systems, Inc. ("Quala") and Chemical Leaman Tank
Lines, Inc. ("Tank Lines") and initially contributed or sold by Quala and Tank
Lines to Pickering Way Funding Corp. ("Pickering Way") pursuant to a Receivables
Contribution and Purchase Agreement between and among Quala, Tank Lines,
Chemical Leaman Corporation ("CLC") and Pickering Way dated May 14, 1993 (the
"RPA"), and immediately thereafter sold by Pickering Way to the Pickering Way
Funding Trust (the "Trust") pursuant to a Pooling and Servicing Agreement
between and among Pickering Way, CLC and Fidelity Bank, National Association, as
Trustee for the Trust (the "Trustee") dated May 14, 1993 (the "Agreement").
(Not an interest in or obligation of Pickering Way or any affiliate
thereof.)
This certifies that Transamerica Life Insurance and Annuity Company (the
"Certificateholder") is the registered owner of an undivided beneficial
interest in the Trust created pursuant to the Agreement. The corpus of the Trust
consists of (i) the Receivables now existing and hereafter created and arising
from time to time, (ii) all Related Security, (iii) all monies due or to become
due with respect thereto, (iv) all rights, remedies, powers and privileges with
respect to the Receivables and the Related Security, (v) the rights, remedies,
powers and privileges of the Seller (but not its obligations) under the RPA,
(vi) all funds on deposit in each of the Accounts (including investments made
with such funds) and (vii) all proceeds of the foregoing.
<PAGE>
This Certificate is one of the duly authorized Investor Certificates issued
under the Agreement in the aggregate principal amount of $23,000,000. Each
$500,000 minimum denomination of the Certificates represents an undivided
2.1739139 interest in the assets of the Trust.
Although a summary of certain provisions of the Agreement is set forth
below, this Certificate does not purport to summarize the Agreement, is
qualified in its entirety by the terms and provisions of the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at 123 South Broad
Street, M.B.O., 18th Floor, Philadelphia, Pennsylvania 19109, Attention:
Corporation Trust Department. To the extent not defined herein, the capitalized
terms used herein have the meanings ascribed to them in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, as amended from time to time; the
Certificateholder by virtue of the acceptance hereof, assents and is bound.
It is the intent of Pickering Way and the Certificateholders that, for
federal and state income and franchise tax purpose only, the Certificates will
be evidence of indebtedness of Pickering Way secured by the Receivables.
Pickering Way and the Certificateholder, by the acceptance of this Certificate,
agree to treat this Certificate for federal and state income and franchise tax
purposes as indebtedness of Pickering Way.
In addition to the Certificates, a Seller's Certificate will be issued to
the Seller pursuant to the Agreement which will represent the Seller's
subordinated interest in the Trust. The Seller's Certificate will represent the
interest in the Receivables not represented by the Investor Certificates.
Interest will be paid quarterly on the fifteenth day of each June,
September, December and March (or, if such fifteenth day is not a Business Day,
on the next succeeding Business Day) (each a "Payment Date"), commencing June
15, 1993, at the adjustable rate specified in the Agreement. Interest for a
Payment Date will accrue from and including the preceding Payment Date to but
excluding the current Payment Date. The Record Date with respect to any Payment
Date shall be the last day of the calendar month preceding such Payment Date.
No principal will be payable to Certificateholders until the expiration or
early termination of the Revolving
-2-
<PAGE>
Period. During the Revolving Period, Collections of Receivables otherwise
allocable to the Certificateholders will be paid to the Seller in order to
maintain the Seller Interest at the amount of the Initial Investor Interest.
On each Payment Date, the Paying Agent shall distribute to each
Certificateholder of record on the related Record Date such Certificateholder's
pro rata share of amounts on deposit in the Collection Account as are payable to
the Certificateholders pursuant to the Agreement. Payments with respect to this
Certificate will be made by the Paying Agent by check mailed to the address of
the Certificateholder of record appearing in the Certificate Register without
the presentation or surrender of this Certificate or the making of any notation
(except for the final payment in respect of this Certificate). Final payment of
this Certificate will be made only upon presentation and surrender of this
Certificate at the office or agency specified in the notice of final payment
delivered by the Trustee to the Certificateholder in accordance with the
Agreement.
At any time after May 13, 1994, the Seller may repurchase this Certificate
for a purchase price equal to the then unpaid principal and interest due to the
Certificateholders, plus a premium as determined in accordance with the formula
specified in the Agreement.
This Certificate does not represent an obligation of, or an interest in,
Pickering Way, the Servicer or any affiliate of Pickering Way and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Certificate is limited in right of payment to certain
Collections respecting the Receivables (and certain other amounts), all as more
specifically set forth hereinabove and in this Agreement.
The Agreement may be amended by the Seller, the Servicer and the Trustee,
without the consent of the Investor Certificateholder Representative, if such
an amendment will not have a material adverse impact on the interests of the
Certificateholders.
Subject to the preceding paragraph, the Agreement may be amended by the
Servicer, the Seller and the Trustee with the consent of the Investor
Certificateholders Representative, for any reason whatsoever. Any such
amendment and any such consent by the Investor Certificateholder Representative
shall be conclusive and binding on all Certificateholders and upon all future
Holders of this Certificate and of any Certificate issued in exchange hereof or
in lieu hereof whether or not notation thereof is made upon this Certificate.
-3-
<PAGE>
The Certificates are issuable only in registered form in denominations of
$500,000 and integral multiples of $500,000. The transfer of this Certificate
shall be registered in the Certificate Register upon surrender of this
Certificate for registration of transfer at any office or agency maintained by
the Transfer Agent and Registrar accompanied by a written instrument of
transfer, in a form satisfactory to the Trustee and the Transfer Agent and
Registrar, duly executed by the Certificateholder or the Certificateholder's
attorney, and duly authorized in writing with such signature guaranteed, and
thereupon one or more new Certificates of authorized denominations and for the
same aggregate amounts will be issued to the designated transferee or
transferees.
As provided in the Agreement and subject to certain limitations therein set
forth, this Certificate is exchangeable for new Certificates evidencing a like
aggregate amount, as requested by the Certificateholder surrendering this
Certificate. No service charge may be imposed for any such exchange but the
Servicer, the Seller or the Transfer Agent and the Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar, and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, nor the Trustee, the Paying Agent, the Transfer Agent and Registrar,
nor any agent of any of them shall be affected by notice to the contrary except
in certain circumstances described in the Agreement.
This Certificate shall be governed by and construed in accordance with and
governed by the internal laws of the Commonwealth of Pennsylvania without regard
to conflict or choice law or principles.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
-4-
<PAGE>
IN WITNESS WHEREOF, Pickering Way has caused this Certificate to be duly
executed.
Dated: May 14, 1993
PICKERING WAY FUNDING CORP.
By:
-------------------------------
Vice President
-5-
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Investor Certificates described in the within-mentioned
Pooling and Servicing Agreement.
FIDELITY BANK, NATIONAL ASSOCIATION,
as Trustee
By:
--------------------------------
Authorized Officer
-6-
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
|--------------------------------------|
| |
|--------------------------------------| ______________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND
ADDRESS OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints
_______________________________________________________________________________
attorney, with full power of substitution in the premises, to transfer said
certificate on the books kept for registration thereof.
Dated:_________________________________________________________________________
___________________________________________________________
Note: The signature(s) to this Assignment must correspond
with the name(s) as written on the face of the within
certificate in every particular, without alteration or
enlargement or any change whatever.
A Non-U.S. Person as defined in the Code must
certify to the Trustee in writing as to its
Non-U.S. Person status and such further
information as may be required under the Code or
reasonably requested by the Trustee.
-7-
<PAGE>
EXHIBIT 6.1(b)
FORM OF SELLER CERTIFICATE
No. 1 One Unit
PICKERING WAY FUNDING TRUST
ASSET BACKED CERTIFICATE
THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND MAY BE SOLD ONLY PURSUANT TO A
REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF THIS
CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING AGREEMENT WILL
BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN
REQUEST.
This Certificate represents an
undivided interest in the
PICKERING WAY FUNDING TRUST
Evidencing an undivided interest in a Trust, the corpus of which consists of a
portfolio of receivables now existing or hereafter created and other assets and
interests constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or an obligation of
Pickering Way Funding Corp. or any Affiliate thereof.)
This certifies that ____________________ is the registered owner of an
undivided interest in a trust (the "Trust"), the corpus of which consists of a
portfolio of receivables (the "Receivables") now existing or hereafter acquired
by Pickering Way Funding Corp. (the "Seller"), a Delaware Corporation, all
monies due or to become due with respect thereto, all proceeds (as defined in
Section 9-306 of the UCC as in effect in any applicable jurisdiction) relating
thereto and such funds as from time to time are deposited in the Collection
Account, all as more fully described pursuant to the Pooling and Servicing
Agreement dated as of May 14, 1993 (the "Pooling and Servicing Agreement")
between and among Pickering Way Funding Corp., Seller, Chemical Leaman
Corporation, Servicer, and Fidelity Bank, National Association, Trustee. A
summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth herein below. Such summary shall in all cases be subject
to the
<PAGE>
terms set forth in the Pooling and Servicing Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement, as amended from time to
time, the Holder by virtue of the acceptance hereof assents and by which the
Holder is bound.
This Certificate has not been registered or qualified under the Securities
Act of 1933, as amended, or any state securities law. No sale, transfer or other
disposition of this Certificate shall be permitted other than in accordance with
the provisions of Section 6.3 of the Pooling and Servicing Agreement.
This Certificate is the Seller Certificate (the "Certificate"), which
represents an undivided interest in the Trust, including the right to receive
the Collections and other amounts at the times and in the amounts specified in
the Pooling and Servicing Agreement to be paid to the Holder of the Certificate.
The aggregate interest represented by this Certificate at any time in the
Receivables and the Related Security in the Trust shall not exceed the Seller
Interest at such time. In addition to this Certificate, Investor Certificates
have been issued to investors pursuant to the Pooling and Servicing Agreement,
each of which will represent an undivided interest in the Trust, to the extent
set forth in the Pooling and Servicing Agreement. The Seller Interest shall be
the amount defined as such in the Pooling and Servicing Agreement.
This Certificate does not represent an obligation of, or any interest in,
the Seller or the Servicer, and neither the Certificates nor the Receivables and
the Related Security are insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. This Certificate is limited in
right of payment to certain Collections respecting the Receivables and the
Related Security, all as more specifically set forth hereinabove and in the
Pooling and Servicing Agreement. Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee, by manual signature, this
-2-
<PAGE>
Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, Pickering Way Funding Corp. has caused this Certificate
to be duly executed under its official seal.
PICKERING WAY FUNDING CORP.
By:
--------------------------------
Vice President
[ SEAL]
Date: May 14, 1993
-3-
<PAGE>
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is the Seller Certificate referred to in the within mentioned Pooling
and Servicing Agreement.
FIDELITY BANK, NATIONAL
ASSOCIATION, Trustee
By:
--------------------------------
Authorized Officer
-4-
<PAGE>
EXHIBIT 11.5
[ LOGO ] 123 South Broad Street
Philadelphia, PA 19109-1199
(215) 985-6000
- -------------------------------------------------------------------------------
March 22, 1993
Mr. Charles E. Fernald, Jr.
Senior Vice President Finance & Treasurer
Chemical Leaman Corporation
102 Pickering Way
Exton, PA 19341-0200
RE: Pickering Way Funding Trust
S23 million Adjustable Rate Asset Backed Certificates
Dear Charles:
On behalf of Fidelity Bank, thank you for the opportunity to submit our proposal
to act as Trustee, Registrar, and Paying Agent for the above referenced
transaction.
Fidelity Bank is engaged in a general commercial banking and trust business,
offering a full range of commercial, corporate, international, financial market,
retail and fiduciary banking services to corporations, institutions, governments
and individuals.
With $33 billion in assets, we do not only rank among the nation's twenty-five
largest bank holding companies in asset size, but also in the total market value
of our outstanding capital stock.
As a leading provider of fiduciary services to municipal, nonprofit
institutional and corporate clients, the Corporate Trust Division of Fidelity
Bank administers over 3000 accounts with $60 Billion in debt outstanding. Within
the Corporate Trust Department, a unit of professionals with extensive legal,
financial, and corporate trust experience has been created and dedicated to the
unique financing transactions. Administration is over fifty strong, not
including marketing, sales, system support or operations. The Corporate Trust
Operations utilizes state-of-the-art computer systems including Bondmaster,
SEI's Trust-Aid 3000 and a sophisticated administrative tickler system developed
for Fidelity Bank by the developers of Bondmaster. In all, Corporate Trust at
Fidelity Bank is approximately 200 strong, and what that means is better quality
service for our clients, issuers and the business community. The following
services will be provided to you upon request and without additional charge:
<PAGE>
Mr. Charles E. Fernald, Jr.
March 22, 1993
Page 2
* Periodic bondholders lists
- sortable by various indices
(i.e. geographical, by position, etc.)
* Periodic payment maps
* List of unpresented bonds on maturity or call dates
* Bond transfer statistics
In addition to quality service, we are committed to providing the greatest
economy for the on-going administration of this financing. To achieve this
objective on your behalf, we have discounted our Annual Administration Fee for
our Trustee services. We hope you will agree that our aggressive pricing
strategy reflects our keen desire to win the appointment.
Fidelity Bank is very interested in working with Chemical Leaman Corporation on
this transaction. We would be pleased to discuss any aspect of this proposal and
respond to any inquiry you may have.
Thank you for your interest in Fidelity Bank and we look forward to serving you
in the years ahead.
Sincerely,
/s/ Ronald J. Reid
- ------------------
Ronald J. Reid
Vice President
Enclosures
-2-
<PAGE>
Fee Agreement between Chemical Leaman Corporation and Fidelity Bank, National
Association, in connection with the Issuance of $23,000,000 Adjustable Rate
Asset Backed Certificates
Trustee, Registrar and Paying Agent
A. Initial Fee: $ 5,000
Represents fee incurred in the review of
closing documentation.
B. Annual Administration Fee $10,000 (in advance)
C. Investment Transaction Fee $50.00
(per purchase and/or sale of Security)
D. Counsel Fees (capped) $10,000
Except as noted above, we provide an all-inclusive service, encompassing; review
of all documents; registration and authentication of bonds; on-going
administration of the account, including; compliance with indenture provisions,
inquiry processing from bondholders or the Obligor, IRS reporting, and valuation
of accounts; maintenance of holder records and issuance of interest checks;
payment of bonds at maturity, call or redemption; and cancellation, destruction
and certification of satisfied securities for the fees quoted.
Our charges for this service are subject to adjustment whenever new laws, or
other factors, increase the Bank's expenses in performing the prescribed duties.
Additionally, we reserve the right to review and renegotiate fees after three
(3) years and at three (3) year intervals thereafter. In the event of such
increase, advance notice shall be given and a mutual agreement made. The fees
quoted do not include compensation to the trustee in the event defeasance or
default administration must be performed by the Trustee. We reserve the right to
impose additional fees and charges upon the occurrence of either of these events
under the financing documents. In the event Trustee Counsel has been engaged and
this transaction is not consummated, fees and expenses of Trustee Counsel
incurred to date will be payable by Chemical Leaman Corporation.
If provided for as permitted investment under the terms of the financing
documents, and with your approval, cash balances are automatically invested on a
daily basis at money market rates in a short term investment fund. The nominal
charge for this service is $.15 per year for every $100.00 of cash invested. The
cash management fee, which is in addition to the fees listed above, is deducted
from the earned money market interest (see enclosed FFB Funds Semi-Annual
Report).
The above fees do not include out-of-pocket expenses related to our attendance
at the closing.
-3-
<PAGE>
The above mentioned fees are basic charges and do not include out-of-pocket
expenses, or any future counsel fees and expenses, which will be billed in
addition to the regular charges as required. Out-of-pocket expense shall
include, but are not Limited to: Telephone tolls, stationery, postage expense,
all of which on an annualized basis are not expected to exceed $750.00.
We offer to perform the services as Trustee, Registrar and Paying Agent with the
understanding that such offer is subject to a review of the current bond
documents by ourselves as well as our counsel.
Please sign and return the enclosed copy of this Agreement.
Chemical Leaman Corporation
By: /s/ Charles E. Fernald, Jr. Date: 4/14/93
--------------------------- ------------------------
Fidelity Bank, National Association
By: /s/ Ronald J. Reid Date: 2/22/93
--------------------------- ------------------------
-4-
<PAGE>
EXHIBIT 12.4
FORM OF CONVEYANCE OF RECEIVABLES
CONVEYANCE of RECEIVABLES, dated as of __________, 19__ (this "Conveyance")
by and between the Pickering Way Funding Trust (the "Trust") and the Holder of
the Seller Certificate pursuant to the Pooling and Servicing Agreement referred
to below (the "Transferee").
W I T N E S S E T H:
WHEREAS, the Transferee and the Trust are parties to the Pooling and
Servicing Agreement dated as of May 14, 1993 (hereinafter as such agreement may
have been, or may from time to time be, amended, supplemented or otherwise
modified, the "Pooling and Servicing Agreement");
WHEREAS, pursuant to the Pooling and Servicing Agreement, the Transferee
wishes to cause the Trust to reconvey all of the Receivables and the Related
Security and proceeds thereof, whether now existing or hereafter created, from
the Trust to the Transferee pursuant to the terms of Section 12.4 of the Pooling
and Servicing Agreement upon termination of the Trust pursuant to Article 12 of
the Pooling and Servicing Agreement (as each such term is defined in the Pooling
and Servicing Agreement);
WHEREAS, the Trust is willing to reconvey the Receivables and the Related
Security subject to the terms and conditions hereof;
NOW THEREFORE, the Transferee and the Trust hereby agree as follows:
1. Defined Terms. All terms defined in the Pooling and Servicing Agreement
and used herein shall have such defined meanings when used herein, unless
otherwise defined herein.
"Conveyance Date" shall mean _________ __, 19 _ .
2. Return of Lists of Receivables. The Trustee shall deliver to Transferee,
not later than three (3) Business Days after the Conveyance Date, each and every
computer file or microfiche listed of Accounts delivered to the Trustee pursuant
to the terms of the Pooling and Servicing Agreement.
<PAGE>
3. Conveyance of Receivables.
(a) The Trust does hereby Convey to the Transferee (without recourse,
representation or warranty) all right, title and interest of the Trust in the
Receivables and the Related Security, whether then existing or thereafter
created, all moneys due or to become due with respect thereto, and all proceeds
of the foregoing, except for amounts held by the Trust pursuant to subsection
12.3(b) of the Pooling and Servicing Agreement.
(b) The Trust shall execute and deliver such instruments of transfer and
assignment, in each case without recourse, as shall be reasonably requested by
the Transferee to vest in such Transferee all right, title and interest which
the Trust had in the Receivables and the Related Security.
4. Counterparts. This Conveyance may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
5. Governing Law. This Conveyance shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without reference
to its conflict of law provisions, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.
-2-
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Conveyance to be duly
executed and delivered by their respective duly authorized officers on the day
and year first above written.
FIDELITY BANK, NATIONAL ASSOCIATION,
Trustee on behalf of the
PICKERING WAY FUNDING CORP.
By:
--------------------------------
Name:
Title:
[HOLDER OF SELLER CERTIFICATE]
By:
--------------------------------
Name:
Title:
-3-
<PAGE>
FIRST AMENDMENT TO
POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO POOLING AND SERVICING AGREEMENT (this
"Amendment") is made as of December 16, 1994, by and among Pickering Way Funding
Corp., a Delaware corporation (the "Seller"), and Chemical Leaman Corporation, a
Pennsylvania corporation (the "Servicer"), and First Fidelity Bank, National
Association, a national banking association, as successor to Fidelity Bank,
National Association, in its capacity as Trustee (the "Trustee").
Background
1. The Seller, the Servicer and the Trustee are parties to a Pooling
and Servicing Agreement dated as of May 14, 1993 (the "Pooling and Servicing
Agreement").
2. Pursuant to the Pooling and Servicing Agreement, the Seller conveys
to a trust (the "Trust") certain trade receivables and related assets acquired
from Chemical Leaman Tank Lines, Inc. and Quala Systems, Inc. (collectively, the
"Originators") under a Receivables Contribution and Purchase Agreement among the
Originators, the Seller and the Servicer dated as of May 14, 1993 (the
"Receivables Purchase Agreement"). The Trust, in turn, has issued a certificate
evidencing an undivided beneficial interest in the Trust to an investor. In
addition, the Servicer services the administration and collection of the
receivables and other assets so conveyed in accordance with the provisions of
the Pooling and Servicing Agreement.
3. The Seller, the Servicer and the Trustee desire to amend and
supplement the Pooling and Servicing Agreement in order to (i) extend the term
of the Pooling and Servicing Agreement, (ii) provide for the issuance of an
additional investor certificate in the principal amount of $2,000,000, (iii)
expand the types of receivables that may be conveyed by the Seller to the Trust
under the Pooling and Servicing Agreement, (iv) expand the types of investments
which can be made with funds on deposit in certain accounts under the Pooling
and Servicing Agreement, (v) reduce the percentage of the Trust assets which the
Seller is required to hold, (vi) reduce the rate on interest paid to the holders
of the Trust's investor certificates, and (vii) amend and modify certain other
terms and conditions of the Pooling and Servicing Agreement, all as set forth
herein.
4. Concurrently with the execution hereof, the Originators, the Seller
and the Servicer are entering into a First Amendment to the Receivables Purchase
Agreement (the "First Receivables Purchase Amendment"). It is a condition to the
<PAGE>
effectiveness of the First Receivables Purchase Amendment that this Amendment be
executed and delivered to the Seller.
IN CONSIDERATION of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, agree to the following:
Section 1. Defined Terms. For purposes of this Amendment, except as
otherwise provided in this Amendment, capitalized terms not otherwise defined in
this Amendment shall have the meanings assigned to such terms in the Pooling and
Servicing Agreement as amended and supplemented hereby.
Section 2. Amendment to Pooling and Servicing Agreement.
(a) The following new definitions are hereby added to Section 1.1
of the Pooling and Servicing Agreement:
"Additional Investor Certificate" shall mean the Investor
Certificate in the principal amount of $2,000,000 which the Investor
Certificateholder has agreed to purchase pursuant to the Certificate
Purchase Agreement.
"Certificate Purchase Agreement" shall mean the Certificate
Purchase Agreement dated as of December 16, 1994 between the Seller
and the Investor Certificateholder, as the same may be amended,
modified or supplemented from time to time in accordance with its
terms.
"Days Sales Outstanding" shall mean, for each Accounting Period,
a number "expressed in days and computed as of the last day of such
Accounting Period, using the financial information set forth in the
related Monthly Servicer's Report with respect to such Accounting
Period) equal to a fraction, the numerator of which is the average
outstanding daily principal balance of all unpaid Receivables for such
Accounting Period, and the denominator of which is the combined
principal balance of all Receivables generated during such Accounting
Period divided by the number of days in such Accounting Period.
"First Pooling and Servicing Amendment" shall mean the First
Amendment to this Agreement dated as of December 16, 1994.
"Initial Investor Certificate" shall mean the Investor
Certificate in the principal amount of $23,000,000 which the Investor
Certificateholder purchased on the Closing Date.
2
<PAGE>
"Seller Percentage Adjustment Condition" shall have the meaning
specified in Section 4.4.
(b) The definition of "Certificate Rate" contained in Section 1.1 of
the Pooling and Servicing Agreement is hereby amended and restated in its
entirety to read as follows:
"Certificate Rate" shall mean (i) for initial Interest Period a
per annum rate, calculated by the Trustee based on a 360 day calendar
year, equal to four and five-eighths percent (4-5/8%), (ii) for each
subsequent Interest Period up to but excluding December 16, 1994, a
per annum rate, calculated based upon a 360 day calendar year, equal
to the LIBOR Rate on the first day of such Interest Period or if such
day is not a Business Day, on the immediately preceding Business Day,
plus an amount equal to one and one-half percent (1.5%), and (iii) for
each Interest Period on and after December 16, 1994, a per annum rate,
calculated based upon a 360 day calendar year, equal to the LIBOR Rate
on the first, thirty-first and sixty-first day of such Interest
Period or if any such day is not a Business Day, on the immediately
preceding Business Day, plus an amount equal to eight-tenths of one
percent (.80%).
(c) Subpart (i) of the definition of "Defaulted Receivable" contained
in Section 1.1 of the Pooling and Servicing Agreement is hereby amended and
restated in its entirety to read as follows:
(i) as to which any payment, or part thereof, remains unpaid for
ninety-one (91) days from the original due date for such payment or
one hundred twenty-one (121) days from the original invoice date;
(d) The definition of "Delinquency Percentage" contained in Section 1.1
of the Pooling and Servicing Agreement is hereby amended and restated in its
entirety to read as follows:
"Delinquency Percentage" shall mean, for each Accounting Period
the percentage equivalent of a fraction which shall never be less than
0% nor more than
3
<PAGE>
100% (computed as of the last day of such Accounting Period using the
financial information set forth in the related Monthly Servicer's
Report with respect to such Accounting Period), the numerator of which
is the aggregate principal balance of all Receivables past due for at
least ninety-one (91) calendar days (but which are not outstanding
more than one hundred eighty (180) days beyond the original due date
or two hundred ten (210) days beyond the original invoice date) at the
end of such Accounting Period, and the denominator of which is the
aggregate unpaid principal balance of all Receivables in the Trust on
the last day of such Accounting Period.
(e) The definition of "Designated Obligor" contained in Section 1.1 of
the Pooling and Servicing Agreement is hereby amended and restated in its
entirety to read as follows:
"Designated Obligor" means, at any time, each Obligor which is
entitled to credit under the applicable Credit and Collection Policy
except:
(i) Obligors which are an Affiliate of either of the Originators,
the Seller or CLC;
(ii) Obligors which are employees or independent contractors of
either of the Originators providing transportation or related services
to either of the Originators; and
(iii) Obligors which are not based or located in the United
States, Canada or Mexico.
(f) Each of subparts (iv) and (xix) of the definition of "Eligible
Receivables" contained in Section 1.1 of the Pooling and Servicing Agreement is
hereby amended and restated in its entirety to read as follows:
(iv) which is payable in the United States and denominated only
in Dollars; provided, however, that in the case of any Obligor based
or located in Canada or Mexico, such Receivables may be denominated in
Canadian dollars or in Mexican pesos so long as the risk of
4
<PAGE>
currency fluctuations has been limited by a swap agreement
satisfactory to the Rating Agency and the Investor Certificateholder
Representative.
* * *
(xix) The Obligor of which is a resident of (A) the United
States, (B) Canada, but only to the extent that the combined aggregate
balance of all Eligible Receivables from Canadian Obligors does not
exceed four percent (4.0%) of the Account Balance of all Eligible
Receivables on the last day of the immediately preceding Accounting
Period, or (c) Mexico, but only to the extent that the combined
aggregate balance of all Eligible Receivables from Mexican Obligors
does not exceed one percent (1.0%) of the Account Balance of all
Eligible Receivables on the last day of the immediately preceding
Accounting Period.
(g) The definition of "Investor's Percentage" contained in Section 1.1
of the Pooling and Servicing Agreement is hereby amended to add the following
proviso at the end of such definition:
; provided, however, that from and after the date of issuance of
the Additional Investor Certificate, the numerator in such fraction
shall be increased from $23,000,000 to $25,000,000.
(h) The definition of "LIBOR Rate" contained in Section 1.1 of the
Pooling and Servicing Agreement is hereby amended and restated in its entirety
to read as follows:
"LIBOR Rate" shall mean (i) for each Interest Period up to but
excluding December 16, 1994, the rate of interest that is published in
the Money Rates section of the Eastern Edition of the Wall Street
Journal under the section captioned "London Interbank Offered Rates"
for dollar deposits with maturities of three (3) months or, if such
interest rate is unavailable, such comparable published rate as shall
be selected by the Trustee in its sole and absolute discretion, and
(ii) for each
5
<PAGE>
Interest Period on or after December 16, 1994, the rate of interest
that is published in the Money Rates section of the Eastern Edition of
the Wall Street Journal under the section captioned "London Interbank
Offered Rates" for dollar deposits with maturities of three (3)
months, unless the Seller elects to have the LIBOR Rate based on
dollar deposits with maturities of thirty (30) days.
(i) The definition of "Maximum Receivables Concentration Percentage"
contained in Section 1.1 of the Pooling and Servicing Agreement is hereby
amended and restated in its entirety to read as follows:
"Maximum Receivables Concentration Percentage" shall mean two
percent (2.0%) for all Obligors other than (i) Obligors whose credit
qualifies for a rating of BBB/D-2 from Duff (or if not rated by Duff,
its equivalent from another Rating Agency), with respect to which the
term Maximum Receivables Concentration Percentage shall mean four
percent (4.0%) of Eligible Receivables, (ii) Obligors whose credit
qualifies for a rating of A/D-1 from Duff (or if not rated by Duff,
its equivalent from another Rating Agency), with respect to which the
term Maximum Receivables Concentration Percentage shall mean five
percent (5.0%) of Eligible Receivables, (iii) Obligors whose credit
qualifies for a rating of AA/D-1+ from Duff (or if not rated by Duff,
its equivalent from another Rating Agency), with respect to which the
term Maximum Receivables Concentration Percentage shall mean six
percent (6.0%) of Eligible Receivables, and (iv) the Obligors listed
on Schedule 1 to the First Pooling and Servicing Amendment, with
respect to which the term Maximum Receivables Concentration Percentage
shall mean the percentage listed opposite the name of such Obligor on
such Schedule, subject to the conditions set forth on such Schedule.
(j) The definition of "Minimum Seller Percentage Adjustment" contained
in Section 1.1 of the Pooling and Servicing Agreement is hereby deleted.
6
<PAGE>
(k) The definition of "Permitted Investments" contained in Section 1.1
of the Pooling and Servicing Agreement is hereby amended to add a new subpart
immediately after subpart (F) of such definition, which shall read as follows:
(vii) subject to the prior approval of the Investor
Certificateholder Representative, guaranteed investment contracts (A)
having an Approved Long-Term Rating or (B) with any Person whose
long-term unsecured obligations have an Approved Long-Term Rating, in
each case, at the time of such investment or contractual commitment
providing for such investment, provided that moneys invested
thereunder may be withdrawn without penalty, premium or other charge;
and subpart (G) of the definition of "Permitted Investments" shall be
redesignated as subpart (H).
(l) The definition of "Required Minimum Seller Percentage" contained in
Section 1.1 of the Pooling and Servicing Agreement is hereby amended and
restated in its entirety to read as follows:
"Required Minimum Seller Percentage" shall mean fifteen percent
(15%), except that if a Seller Percentage Adjustment Condition shall
have occurred and be continuing, the Required Minimum Seller
Percentage shall mean twenty percent (20%).
(m) The definition of "Reserve Amount" contained in Section 1.1 of the
Pooling and Servicing Agreement is hereby amended and restated in its entirety
to read as follows:
"Reserve Amount" shall mean an amount equal to zero.
(n) The definition of "Scheduled Maturity Date" contained in Section
1.1 of the Pooling and Servicing Agreement is hereby amended and restated in its
entirety to read as follows:
"Scheduled Maturity Date" shall mean December 15, 1997.
(o) Section 2.5(j) of the Pooling and Servicing Agreement is hereby
amended and restated in its entirety to read as follows:
7
<PAGE>
Required Net Worth and Subordinated Debt. The Seller shall not
permit its net worth at any time to be less than $2,000,000. In
addition, the Seller shall not make any payment or prepayment of
principal on its Subordinated Note dated December 16, 1994 payable to
Chemical Leaman Tank Lines, Inc. in the principal amount of $2,820,000
or its Subordinated Note dated December 16, 1994 payable to Quala
Systems, Inc. in the principal amount of $180,000.
(p) The following new Sections 2.10 and 2.11 are hereby added to the
Pooling and Servicing Agreement immediately after Section 2.9 thereof:
Section 2.10. Conditions Precedent to Issuance of Additional
Investor Certificate. The Additional Investor Certificate shall not be
issued until the conditions precedent set forth below are satisfied to
the reasonable satisfaction of the Trustee and the Investor
Certificateholder Representative (in lieu of the conditions precedent
set forth in Section 2.8 hereof):
(a) The representations and warranties of the Seller, the
Servicer and each of the Originators in the Transaction Documents
shall be true and correct in all material respects on and as of the
date of issuance of the Additional Investor Certificate (except to the
extent that a different date is specified in any such Transaction
Document);
(b) No event shall have occurred or condition shall exist, both
before and after giving effect to the issuance of the Additional
Investor Certificate, which would constitute a Termination Event under
this Agreement or the Receivables Purchase Agreement, or which, with
the lapse of time or giving of notice or both, would constitute such a
Termination Event; and
(c) The credit analysis of the investment in the Additional
Investor Certificate shall not have been
8
<PAGE>
materially and adversely affected after the date hereof as a result of
a change in applicable law (whether due to the enactment, adoption,
amendment or modification of any law, rule or regulation, the issuance
of any judicial or administrative order, decision or ruling, or
otherwise) relating to any of the legal issues addressed in the
bankruptcy and tax opinions of Pepper Hamilton & Scheetz referred to
in the opinions delivered by the Seller's counsel to the Purchaser
pursuant to Section 4(d) hereof the First Pooling and Servicing
Amendment.
Section 2.11. Distribution of Proceeds from Sale of Additional
Investor Certificate. All of the proceeds received by the Trustee in
connection with the sale of the Additional Investor Certificate shall
be allocated, first, to the Unallocated Principal Sub-Account, to the
extent required to increase the Seller Percentage to the Required
Minimum Seller Percentage; and second, to the Seller Sub-Account, for
application in accordance with Section 4.3 hereof.
(q) Section 3.6(b) of the Pooling and Servicing Agreement is hereby
amended to add the following sentence at the end thereof:
For each Accounting Period ending after December 16, 1994, the
Monthly Servicer's Report shall be in the form of Exhibit A to the
First Pooling and Servicing Amendment.
(r) Section 3.8(b) of the Pooling and Servicing Agreement is hereby
amended and restated in its entirety to read as follows:
(b) On or before March 31 of each year, beginning with March 31,
1995, the Servicer shall cause Arthur Andersen & Co. or another United
States based, internationally recognized firm of independent public
accountants (who may also render other services to the Servicer or the
Seller) to furnish a report in a form acceptable to the Rating Agency
(to be attached to the First
9
<PAGE>
Pooling and Servicing Amendment as Exhibit G within 30 days after the
execution thereof) to the Trustee, the Investor Certificateholder
Representative and the Rating Agency, to the effect that they have
applied certain agreed-upon procedures and examined certain documents
and records relating to the servicing of the Receivables under this
Agreement and setting forth their findings, based upon such
agreed-upon procedures, with respect to such servicing by the
Servicer.
(s) The following new Section 4.4 is hereby added to the Pooling and
Servicing Agreement immediately after Section 4.3 thereof:
Section 4.4. Seller Percentage Adjustment Condition. A Seller
Percentage Adjustment Condition shall exist during any Accounting
Period if any of the following conditions exist:
(a) the average Charge-Off Ratio shall exceed one and one-half
percent (1.5%) for the three (3) consecutive Accounting Periods
immediately preceding such Accounting Period;
(b) the average Billing Adjustment Percentage shall exceed one
and one-quarter percent (1.25%) for the three (3) consecutive
Accounting Periods immediately preceding such Accounting Period; or
(c) the average Delinquency Percentage shall exceed four and
one-half percent (4.5%) for the three (3) consecutive Accounting
Periods immediately preceding such Accounting Period.
(t) Section 6.1 of the Pooling and Servicing Agreement shall be
redesignated subsection (a) of Section 6.1, and a new subsection (b) shall be
added immediately thereafter as follows:
(b) The Additional Investor Certificate shall be issued
substantially in the form of Exhibit B to the First Pooling and
Servicing Amendment. Upon the issuance of the Additional Investor
10
<PAGE>
Certificate, the Initial Investor Certificate and Seller Certificate
shall be automatically amended as set forth in the forms of the
amended and restated Investor Certificate and Seller Certificate
attached as Exhibits C and D respectively, to the First Pooling and
Servicing Amendment. Upon surrender of the Initial Investor
Certificate and Seller Certificate by the holders thereof, the amended
and restated Initial Investor Certificate and Seller Certificate shall
be issued to such holders in exchange therefor.
(u) Each of subparts (j), (l) and (m) of Section 9.1 of the Pooling and
Servicing Agreement is hereby amended and restated in its entirety to read as
follows:
(j) the average Charge-Off Ratio shall exceed two and one-half
percent (2.5%) for any three (3) consecutive Accounting Periods;
* * *
(l) the average Delinquency Percentage shall exceed six percent
(6.0%) for any three (3) consecutive Accounting Periods;
* * *
(m) the average Billing Adjustment Percentage shall exceed one
and one-half percent (1.5%) for any three (3) consecutive Accounting
Periods;
(v) The following new subpart (t) is hereby added to Section 9.1 of the
Pooling and Servicing Agreement immediately after subpart(s) thereof:
(t) the average Days Sales Outstanding shall exceed 47 days for
any three (3) consecutive Accounting Periods.
Section 3. Consent of Trustee. The Trustee hereby consents to this
Amendment and the First Receivables Purchase Amendment and the transactions
contemplated thereby.
Section 4. Effectiveness. The effectiveness of this Amendment is
subject to the following conditions:
11
<PAGE>
(a) The execution and delivery by the Originators, the Seller and
the Servicer of the First Receivables Purchase Amendment;
(b) The written consent of the Investor Certificateholder
Representative, substantially in the form attached to this Amendment
as Exhibit E, consenting to this Amendment and the First Receivables
Purchase Amendment and the transactions contemplated thereby;
(c) The receipt of a letter, in form and substance reasonably
satisfactory to the Seller and the Investor Certificateholder
Representative, from Duff indicating that, after giving effect to this
Amendment and the First Receivables Purchase Amendment, the Initial
Investor Certificate will have an "A" rating; and
(d) The delivery of opinions of Dilworth, Paxson, Kalish &
Kauffman substantially in the form of Exhibits F-1, F-2 and F-3 to
this Amendment, addressed to the Investor Certificateholder and Duff.
Section 5. Authorization/Ratification.
(a) Each of the Seller, the Servicer and the Trustee represent and
warrant that (i) it has taken all action necessary to authorize it to execute,
deliver and perform this Amendment and (ii) each of this Amendment and the
Pooling and Servicing Agreement, as amended and supplemented hereby, constitute
a valid and legally binding obligation of it enforceable against it in
accordance with its terms, except as such enforceability may be limited by
Debtor Relief Laws.
(b) Except as expressly set forth in this Amendment, the Pooling and
Servicing Agreement is hereby ratified and confirmed in all respects.
Section 6. Governing Law. This Amendment shall be governed and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
excluding its conflict of laws rules.
Section 7. Counterparts. This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page of this
Amendment by telecopy shall be effective as delivery of a manually executed
counterpart of this Amendment.
12
<PAGE>
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Amendment as of the first date written above.
Attest: PICKERING WAY FUNDING CORP.
/s/ David M. Boucher By: /s/ Eugene C. Parkerson
- --------------------------- -----------------------
(Assistant) Secretary (Vice) President
------------------------
Print Name
Attest: CHEMICAL LEAMAN CORPORATION
/s/ [Illegible] By: /s/ David M. Boucher
- --------------------------- ------------------------
(Assistant) Secretary (Vice) President
------------------------
Print Name
FIRST FIDELITY BANK, NATIONAL
Attest: ASSOCIATION, as Trustee
/s/ [Illegible] By: /s/ John H. Clapham
- --------------------------- ------------------------
(Assistant) Secretary Assistant Vice President
----------------------------
Print Name
13
<PAGE>
LIST OF SCHEDULES AND EXHIBITS
Schedules
---------
Schedule 1 Maximum Receivables Concentration
Percentages for Certain Obligors
Exhibits
Exhibit A Monthly Servicer's Report
Exhibit B Additional Investor Certificate
Exhibit C Restated Initial Investors Certificate
Exhibit D Restated Seller Certificate
Exhibit E Consent of Investor Certificateholder
Exhibits F-1,
F-2 and F-3 Opinions of Dilworth, Paxson, Kalish &
Kauffman
Exhibit G Accountant's Annual Report
<PAGE>
Schedule 1
Maximum Receivables
Obligor Concentration Percentage
------- ------------------------
Dow Chemical Company 15.0%
E.I. Dupont Company 12.0%
BASF 4.0%
Aristech Chemical Corporation 3.0%
Cytec Industries, Inc. 3.0%
Notwithstanding the foregoing, the Maximum Receivables Concentration Percentage
for the above Obligors shall be determined as set forth in the general
definition of "Maximum Receivables Concentration Percentage" contained in
Section 1.1 of the Pooling and Servicing Agreement, as amended, in the event
that -
(a) with respect to Dow Chemical Company or E.I. Dupont Company, the
credit rating of such Obligor is downgraded below a rating of A/D-1 from Duff
(or if not rated by Duff, its equivalent from another Rating Agency);
(b) with respect to BASF, Aristech Chemical Corporation or Cytec
Industries, Inc., in the reasonable opinion of Duff or the Investor
Certificateholder Representative, there has been a material adverse change in
the financial condition of such Obligor.
<PAGE>
SECOND AMENDMENT TO
POOLING AND SERVICING AGREEMENT
This SECOND AMENDMENT TO POOLING AND SERVICING AGREEMENT (this "Amendment")
is made as of June 23, 1995, by and among Pickering Way Funding Corp., a
Delaware corporation (the "Seller"), and Chemical Leaman Corporation, a
Pennsylvania corporation (the "Servicer"), and First Fidelity Bank, National
Association, a national banking association, as successor to Fidelity Bank,
National Association, in its capacity as Trustee (the "Trustee").
Background
----------
1. The Seller, the Servicer and the Trustee are parties to a Pooling and
Servicing Agreement dated as of May 14, 1993, as amended (the "Pooling and
Servicing Agreement").
2. Pursuant to the Pooling and Servicing Agreement, the Seller conveys to a
trust (the "Trust") certain trade receivables and related assets acquired from
Chemical Leaman Tank Lines, Inc. and Quala Systems, Inc. under a Receivables
Contribution and Purchase Agreement among the Originators, the Seller and the
Servicer dated as of May 14, 1993. The Trust, in turn, has issued a certificate
evidencing an undivided beneficial interest in the Trust to an investor. In
addition, the Servicer services the administration and collection of the
receivables and other assets so conveyed in accordance with the provisions of
the Pooling and Servicing Agreement.
3. The Seller, the Servicer and the Trustee desire to modify the Maximum
Receivables Concentration Percentage with respect to certain Obligors by
amending Schedule 1 to the First Pooling and Servicing Amendment as set forth
herein.
IN CONSIDERATION of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, agree to the following:
Section 1. Defined Terms. For purposes of this Amendment, except as
otherwise provided in this Amendment, capitalized terms not otherwise defined in
this Amendment shall have the meanings assigned to such terms in the Pooling and
Servicing Agreement as amended and supplemented hereby.
<PAGE>
Section 2. Amendments.
(a) The schedule of Maximum Receivables Concentration Percentages for
Certain Obligors, which is attached as Schedule 1 to the First Pooling and
Servicing Amendment, is hereby amended and restated as set forth in Schedule 1
to this Amendment.
(b) The form of the Monthly Servicer's Report, which is attached as
Exhibit A to the First Pooling and Servicing Amendment, is hereby amended and
restated as set forth in Exhibit A to this Amendment.
Section 3. Consent of Trustee. The Trustee hereby consents to this
Amendment.
Section 4. Effectiveness. The effectiveness of this Amendment is subject to
the following conditions:
(a) The receipt of the written consent of the Investor
Certificateholder Representative with respect to this Amendment; and
(b) The receipt of a letter, in form and substance reasonably
satisfactory to the Seller and the Investor Certificateholder Representative,
from Duff indicating that the modification of the Maximum Receivables
Concentration Percentages as provided in this Amendment will not affect the "A"
rating of the Investor Certificates issued by the Trust.
Section 5. Authorization/Ratification.
(a) Each of the Seller, the Servicer and the Trustee represent and
warrant that (i) it has taken all action necessary to authorize it to execute,
deliver and perform this Amendment and (ii) each of this Amendment and the
Pooling and Servicing Agreement, as amended and supplemented hereby, constitute
a valid and legally binding obligation of it enforceable against it in
accordance with its terms, except as such enforceability may be limited by
Debtor Relief Laws.
(b) Except as expressly set forth in this Amendment, the Pooling and
Servicing Agreement is hereby ratified and confirmed in all respects.
Section 6. Governing Law. This Amendment shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania, excluding its
conflict of laws rules.
Section 7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
instrument. Delivery of an
2
<PAGE>
executed counterpart of a signature page of this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Amendment as of the first date written above.
PICKERING WAY FUNDING CORP.
Witness:
/s/ [Illegible] By: /s/ David M. Boucher
- -------------------------------------- --------------------------------
(Vice) President
David M. Boucher
-----------------------------------
Print Name
CHEMICAL LEAMAN CORPORATION
Witness:
/s/ [Illegible] By: /s/ David M. Boucher
- -------------------------------------- --------------------------------
(Vice) President
David M. Boucher
-----------------------------------
Print Name
FIRST FIDELITY BANK, NATIONAL
Attest: ASSOCIATION, as Trustee
/s/ [Illegible] By: /s/ John H. Clapham
- -------------------------------------- --------------------------------
(Assistant Secretary) Assistant Vice President
<PAGE>
Schedule 1
----------
Maximum Receivables
Obligor Concentration Percentage
- ------- ------------------------
DOW Chemical Company 15.0%
E.I. DuPont Company 12.0%
Allied Signal, Inc. 10.0%
BASF 4.0%
Aristech Chemical Corporation 3.0%
Cytec Industries, Inc. 3.0%
The Maximum Receivables Concentration Percentages set forth above are
subject to the following conditions and limitations:
1. The Maximum Receivables Concentration Percentage for the above Obligors
shall be determined as set forth in the general definition of "Maximum
Receivables Concentration Percentage" contained in Section 1.1 of the Pooling
and Servicing Agreement, as amended, in the event that --
(a) with respect to Dow Chemical Company, E.I. Dupont Company and Allied
Signal, Inc., the credit rating of such Obligor is downgraded below a rating of
A/D-1 from Duff (or if not rated by Duff, its equivalent from another Rating
Agency);
(b) with respect to BASF, Aristech Chemical Corporation and Cytec
Industries, Inc., in the reasonable opinion of Duff or the Investor
Certificateholder Representative, there has been a material adverse change in
the financial condition of such Obligor.
2. If at any time the aggregate Receivables of any two A-rated Obligors
(without duplication) shall exceed 20% of all Eligible Receivables, such excess
Receivables shall not constitute Eligible Receivables. For purposes hereof, the
term "A-rated Obligor" shall mean an Obligor having a rating of A/D-1 from Duff
(or if not rated by Duff, its equivalent from another Rating Agency), but shall
not include an Obligor having a higher rating.
<PAGE>
SECOND AMENDMENT TO
POOLING AND SERVICING AGREEMENT
-------------------------------
This SECOND AMENDMENT TO PICKERING WAY FUNDING TRUST POOLING AND
SERVICING AGREEMENT (the "Second Amendment") is made as of December 30, 1996. by
and among Pickering Way Funding Corp., a Delaware corporation (the "Seller"),
and Chemical Leaman Corporation, a Pennsylvania corporation ("CLC" and, in its
capacity as Servicer is sometimes referred to herein as "Servicer"), and First
Union National Bank, a national banking association, as successor to First
Fidelity Bank, National Association, successor to Fidelity Bank, National
Association, in its capacity as Trustee (the "Trustee").
Background
----------
I. The Seller, CLC and the Trustee are parties to a Pooling and Servicing
Agreement dated as of May 14, 1993 (as amended from time to time, including
by this Second Amendment, the "Pooling and Servicing Agreement").
1. Pursuant to the Pooling and Servicing Agreement, the Seller conveys
to a trust (the "Trust") certain trade receivables and related assets acquired
from Chemical Leaman Tank Lines, Inc. and Quala Systems, Inc. (collectively, the
"Originators") under a Receivables Contribution and Purchase Agreement among the
Originators, the Seller and CLC dated as of May 14, 1993 (the "Receivables
Purchase Agreement"). The Trust, in turn, has issued a certificate evidencing an
undivided beneficial interest in the Trust to an investor. In addition, the
Servicer services the administration and collection of the receivables and other
assets so conveyed in accordance with the provisions of the Pooling and
Servicing Agreement.
2. Pursuant to a First Amendment to Pooling and Servicing Agreement
dated as of December 16, 1994, the Seller, CLC and the Trustee amended and
supplemented the Pooling and Servicing Agreement to inter alia, (i) extend the
term of the Pooling and Servicing Agreement, (ii) provide for the issuance of an
additional investor certificate in the principal amount of $2,000,000, (iii)
expand the types of receivables that may be conveyed by the Seller to the Trust
under the Pooling and Servicing Agreement, (iv) expand the types of investments
which can be made with funds on deposit in certain accounts under the Pooling
and Servicing Agreement, (v) reduce the percentage of the Trust assets which the
Seller is required to hold, and (vi) reduce the rate on interest paid to the
holders of the Trust's investor certificates.
3. The Seller, CLC and the Trustee desire to further amend and
supplement the Pooling and Servicing Agreement in order to (i) further extend
the term of the Pooling and Servicing Agreement, and (ii) provide for the
issuance of another additional investor certificate in the principal amount of
$3,000,000, (iii) provide for the addition of an additional originator, and (iv)
amend and modify certain other terms and conditions of the Pooling and Servicing
Agreement, all as set forth herein.
4. Concurrently with the execution hereof, the Originators, together
with Fleet Transport Company, Inc. as an additional originator, the Seller and
CLC are entering into a Second Amendment to the Receivables Purchase Agreement
(the "Second Receivables Purchase Amendment"). It is a condition to the
effectiveness of the Second Receivables Purchase Amendment that this Second
Amendment be executed and delivered to the Seller.
<PAGE>
IN CONSIDERATION of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree to the following:
Section I. Defined Terms. For purposes of this Second Amendment, except
as otherwise provided in this Second Amendment, capitalized
terms not otherwise defined in this Second Amendment shall
have the meanings assigned to such terms in the Pooling and
Servicing Agreement, as amended and supplemented hereby.
Section II. Amendment to Pooling and Servicing Agreement.
A. The following new definitions are hereby added to Section 1.1 of the
Pooling and Servicing Agreement:
"Buyer Notes" shall have the meaning assigned to such term in
the Receivables Purchase Agreement, as amended.
"Additional Investor Certificate" shall mean the Investor
Certificate in the principal amount of $3,000,000 which the Investor
Certificateholder has agreed to purchase pursuant to the 1996
Certificate Purchase Agreement.
"1996 Certificate Purchase Agreement" shall mean the
Certificate Purchase Agreement dated as of December 30, 1996 between
the Seller and the Investor Certificateholder, as the same may be
amended, modified or supplemented from time to time in accordance with
its terms.
"Second Pooling and Servicing Amendment" shall mean the
Second Amendment to this Agreement dated as of December 30, 1996.
B. The definition of "Designated Obligor" contained in Section 1.1 of
the Pooling and Servicing Agreement is hereby amended and restated in its
entirety to read as follows:
"Designated Obligor," means, at any time, each Obligor which
is entitled to credit under the applicable Credit and Collection Policy
except:
(i) Obligors which are an Affiliate of either of the
Originators, the Seller or CLC;
(ii) Obligors which are employees or independent contractors
of any of the Originators providing transportation or related services
to any of the Originators; and
(iii) Obligors which are not based or located in the United
States, Canada or Mexico.
C. The definition of "Investor's Percentage" contained in Section 1.1
of the Pooling and Servicing Agreement is hereby amended to add the following
proviso at the end of such definition:
;provided, however, that from and after the date of issuance of the
Additional Investor Certificate, the numerator in such fraction shall
be increased from $23,000,000 to
-2-
<PAGE>
$25,000,000; and provided further from and after the date of the
issuance of the 1996 Additional Investor Certificate, the numerator in
such fraction shall be increased from $25,000,000 to $28,000,000.
D. The definition of "Originators" contained in Section 1.1 of the
Pooling and Servicing Agreement is hereby amended and restated in its entirety
to read as follows:
"Originators" shall mean Chemical Leaman Tank Lines, a
Delaware corporation, Quala Systems, Inc., a Delaware corporation, and
Fleet Transport Company, Inc., a Delaware corporation.
E. The definition of "Scheduled Maturity Date" contained in Section 1.1
of the Pooling and Servicing Agreement is hereby amended and restated in its
entirety to read as follows:
"Scheduled Maturity Date" shall mean December 15, 1999.
F. The following new Sections 2.12 and 2.13 are hereby added to the
Pooling and Servicing Agreement immediately after Section 2.9 thereof:
Section 2.12. Conditions Precedent to Issuance of 1996
Additional Investor Certificate. The 1996 Additional Investor
Certificate shall not be issued until the conditions precedent set
forth below are satisfied to the reasonable satisfaction of the Trustee
and the Investor Certificateholder Representative (in lieu of the
conditions precedent set forth in Section 2.8 and Section 2.10 hereof):
(a) The representations and warranties of the Seller, the
Servicer and each of the originators in the Transaction Documents shall
be true and correct in all material respects on and as of the date of
issuance of the 1996 Additional Investor Certificate (except to the
extent that a different date is specified in any such Transaction
Document);
(b) No event shall have occurred or condition shall
exist, both before and after giving effect to the issuance of the 1996
Additional Investor Certificate, which would constitute a Termination
Event under this Agreement or the Receivables Purchase Agreement, or
which, with the lapse of time or giving of notice or both, would
constitute such a Termination Event; and
(c) The credit analysis of the investment in the 1996
Additional Investor Certificate shall not have been materially and
adversely affected after the date hereof as a result of a change in
applicable law (whether due to the enactment, adoption, amendment or
modification of any law, rule or regulation, the issuance of any
judicial or administrative order, decision or ruling, or otherwise)
relating to any of the legal issues addressed in the bankruptcy and tax
opinions of Pepper Hamilton & Scheetz delivered in connection with the
original Pooling and Servicing Agreement, as confirmed by Dilworth,
Paxson, Kalish & Kauffman in connection with the First Amendment and as
further confirmed in connection with the Second Amendment.
Section 2.13. Distribution of Proceeds from sale of 1996
Additional Investor certificate. All of the proceeds received by the
Trustee in connection with the sale of the
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<PAGE>
1996 Additional Investor Certificate shall be allocated, first, to the
Unallocated Principal Sub-Account, to the extent required to increase
the Seller Percentage to the Required Minimum Seller Percentage; and
second, to the Seller Sub-Account, for application in accordance with
Section 4.3 hereof.
G. The following new subsection (c) is hereby added to the Pooling and
Servicing Agreement immediately after Section 6.1(b) thereof as follows:
(c) The 1996 Additional Investor Certificate shall be issued
substantially in the form of Exhibit B to the Second Pooling and
Servicing Amendment. Upon the issuance of the 1996 Additional Investor
Certificate, the Initial Investor Certificate and Seller Certificate
shall be automatically amended as set forth in the forms of the amended
and restated Investor Certificates and Seller Certificates attached as
Exhibits C and D, respectively, to the Second Pooling and Servicing
Amendment. Upon surrender of the Initial Investor Certificate and
Seller Certificate by the holders thereof, the amended and restated
Initial Investor Certificate and Seller Certificate shall be issued to
such holders in exchange therefor.
Section III. Consent of Trustee. The Trustee hereby consents to this Second
Amendment and the Second Receivables Purchase Amendment and the transactions
contemplated thereby.
Section IV. Effectiveness. The effectiveness of this Second Amendment is
subject to the following conditions:
A. The execution and delivery by the originators, the Seller and CLC of
the Second Receivables Purchase Amendment;
B. The written consent of the Investor Certificateholder
Representative, substantially in the form attached to this Second Amendment as
Exhibit E, consenting to this Second Amendment and the Second Receivables
Purchase Amendment and the transactions contemplated thereby;
C. The receipt of a letter, in form and substance reasonably
satisfactory to the Seller and the Investor Certificateholder Representative,
from Duff indicating that, after giving effect to this Second Amendment and the
Second Receivables Purchase Amendment, each of the Initial Investor Certificate
and the Additional Investor Certificate will have an "A" rating; and
D. The delivery of opinions of Pepper, Hamilton & Scheetz substantially
in the form of Exhibits F-l, F-2 and F-3 to this Amendment, addressed to the
Investor Certificateholder and Duff.
Section V. Authorization/Ratification.
A. Each of the Seller, CLC and the Trustee represent and warrant that
(i) it has taken all action necessary to authorize it to execute, deliver and
perform this Amendment and (ii) each of this Second Amendment and the Pooling
and Servicing Agreement, as amended and supplemented hereby, constitute a valid
and legally binding obligation of it enforceable against it in accordance with
its terms, except as such enforceability may be limited by Debtor Relief Laws.
B. Except as expressly set forth in this Second Amendment, the Pooling
and Servicing Agreement is hereby ratified and confirmed in all respects.
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<PAGE>
Section VI. Governing Law. This Second Amendment shall be governed and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
excluding its conflict of laws rules.
Section VII. Counterparts. This Second Amendment may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page of this
Second Amendment by telecopy shall be effective as delivery of a manually
executed counterpart of this Second Amendment.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Second Amendment to Pickering Way Funding Trust Pooling
and Servicing Agreement as of the first date written above.
Attest: PICKERING WAY FUNDING CORP.
By: /s/ Susan M. Conapinski By: /s/ David M. Boucher
----------------------------------- -------------------------------
Name: Name:
Title: (Assistant) Secretary Title: (Vice) President
Attest: CHEMICAL LEAMAN CORPORATION
By: /s/ Susan M. Conapinski By: /s/ David M. Boucher
----------------------------------- -------------------------------
Name: Name:
Title: (Assistant) Secretary Title: (Vice) President
Attest: FIRST UNION NATIONAL BANK, as Trustee
By: /s/ Ralph E. Jones By: /s/ Alan G. Finn
----------------------------------- -------------------------------
Name: Name:
Title: Corp. Trust Officer Title: Assistant Vice President
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<PAGE>
LIST OF SCHEDULES AND EXHIBITS
------------------------------
Exhibits
- --------
Exhibit A Monthly Servicer's Report
Exhibit B 1996 Additional Investor Certificate
Exhibit C-1 Restated Initial Investors Certificate
and C-2 and Additional Investor Certificate
Exhibit D Restated Seller Certificate
Exhibit E Consent of Investor Certificateholder
Exhibits F-1,
F-2 and F-3 Opinions of Pepper, Hamilton & Scheetz
<PAGE>
CHEMICAL LEAMAN CORPORATION
MONTHLY SERVICER'S CERTIFICATE
I, David M. Boucher, Chief Financial Officer of Chemical Leaman
Corporation, the Servicer designated in the Pooling and Servicing Agreement
dated as of May 14, 1993 and amended as of December 16, 1994 and as further
amended as of December 30, 1996 (the "Agreement") among Pickering Way Funding
Corp. ("Seller"); Chemical Leaman Corporation ("Servicer"); and First Union
National Bank, successor to First Fidelity Bank, N.A. ("Trustee"), hereby
certify as follows:
1. Under my supervision, a review of the activities of the Servicer
during the prior Accounting Period and of the Servicer's performance under the
Agreement and other Transaction Documents was performed.
2. To the best of my knowledge, based on such review, the Servicer has
fully performed all of its obligations under the Agreement and the other
Transaction Documents throughout such Accounting Period.
IN WITNESS WHEREOF, I have hereto signed my name and affixed the seal
of the Servicer.
CHEMICAL LEAMAN (CORPORATION
/s/ David M. Boucher
- --------------------------------- --------------------------
David M. Boucher Date
Senior Vice President &
Chief Financial Officer
A-1
<PAGE>
SERVICER MONTHLY REPORT
Chemical Leaman Corporation
Servicer Monthly Certificate
For the Accounting Period Ending ______________, 199__
---------------------------------------------------------
(I) Pool Receivables Balance
(1) Aggregate principal amount of Pool Receivables at
beginning of Accounting Period
$
(2) Cash Collections of Pool Receivables during Accounting
Period
($ )
(3) New Pool Receivables created during Accounting Period $
(4) Net Pool Receivables Balance at end of Accounting
Period [sum of (1) through (3)]
$
(II) Aging Analysis of Pool Receivables as of end of Accounting Period
Days From Chemical
Invoice Leaman Tank Quala Fleet Transport
Date Lines, Inc. Systems, Inc. Company, Inc. Total
--------- ----------- ------------- --------------- -----
0 - 30 $ $ $
31 - 60
61 - 90
91 - 120
121 - 150
151 - 180
181 - 210
Over 210
$ $ $ $
======== ======== ======== ========
(III) Eligible Receivables Analysis
(1) Pool Receivables Balance (from (I)(4) above) $
A-2
<PAGE>
(2) Maximum Concentration Limits (per Obligor)
(a) Obligors having a rating of "AA/D-1+" or equivalent
(6% limitation):
(b) Obligors having a rating of "A/D-1" or equivalent
(5% limitation):
(c) Obligors having a rating of "BBB/D-2" or equivalent
(4% limitation):
(d) Non-investment grade Obligors (2% limitation):
(e) Dow Chemical (15% limitation):
(f) E.I. DuPont (12% limitation):
(g) BASF (4% limitation):
(h) Aristech (3% limitation):
(i) Cytec (3% limitation):
(j) Obligors exceeding maximum permitted percentages:
(3) Ineligible Receivables as of the end of Accounting Period:
Over 90 days past due (120 days from invoice date) $
Excess Concentration Amounts (from (2)(g) above) $
Non-U.S. Government Obligors $
U.S. Government Receivables in excess of $350,000 $
Canadian Obligors (U.S. Dollar denominated) in excess
of 4% $
Mexican Obligors (U.S. Dollar denominated) in excess
of l% $
Non-U.S. Dollar denominated Canadian and Mexican
(not covered by currency swaps) $
Total Ineligible Receivables $
========
A-3
<PAGE>
(4) Total Eligible Receivables [(1) - (3)] $
========
(5) Receivables existing at the end of the Accounting Period
have the respective aging as set forth in Exhibit A hereto
as of the last day of the Accounting Period. $
========
(IV) Required Minimum Seller Amount
(A) Required Minimum Seller Percentage:
(1) Minimum (no Seller Percentage Adjustment
Condition) 15%
(2) Maximum (upon occurrence of Seller Percentage
Adjustment Condition) 20%
(B) Seller Percentage Adjustment Conditions:
(1) If three month average Charge-off Ratio exceeds
1.5%
Actual Charge-off Ratio (from (V)(A)(4) below) __%
(2) If three month average Billing Adjustment
Percentage exceeds 1.25%
Actual Billing Adjustment Percentage (from
(V)(D)(4) below) __%
(3) If three month average Delinquency Percentage
exceeds 4.5%
Actual Delinquency Percentage (from (V)(C)(4)
below) __%
(C) Discount Reserve Requirement
(1) Excess of accrued and unpaid interest on
Investor Certificates over the amount on deposit
in the Interest Sub-account $
(2) Principal amount of Investor Certificate times
Certificate rate for current period / 4 $
(3) Two months of Trustee fees $
(4) Two months of rating agency fees $
(5) Two months of Servicer fees $
A-4
<PAGE>
(6) Discount Reserve Requirement
[(B)(1) + (2) + (3) + (4) + (5)] $
=======
<TABLE>
<S> <C>
(D) Unallocated Principal Sub-account required balance:
(1) Principal amount of Investor Certificate $
(2) Required minimum Seller Percentage
[(IV)(A) and (B)] [15% or 20%]
(3) Minimum Seller Amount
[(D)( 1 ) / 1 -(D)(2)] $
(4) Discount Reserve Requirement
[(IV)(B)(6)] $
(5) Sub-total of (D)(3) + (4) $
(6) Less Eligible Receivables $
[(III)(4)]
(7) Unallocated Principal Sub-account $
[(D)(5) - (6)]
(V) Financial Ratios
(A) Charge-off Ratio
(1) Average principal balance of Receivables
charged off during last three Accounting Periods $
(2) Average daily principal balance of all unpaid
Receivables for the last three Accounting Periods $
(3) Maximum Charge-off Ratio 2.50%
(4) Actual Charge-off Ratio
[(A)(1) / (2)]
(B) Collection Percentage Ratio
(1) Average monthly principal balance of all
amounts collected on the Receivables during the
last three Accounting Periods $
(2) Average daily principal balance of unpaid
Receivables for the last three Accounting Periods $
(3) Minimum Collection Percentage 70.00%
</TABLE>
A-5
<PAGE>
(4) Actual Collection Percentage
[(B)(1)/(2)] __%
(C) Delinquency Percentage Ratio
(1) Average principal balance of Receivables past
due for at least 91 days beyond the original due
date or 120 days beyond the original invoice date
(but which are not outstanding more than 180
days beyond the original due date or 210 days
beyond the original invoice date) at the end of
each of the last three Accounting Periods $
(2) Average aggregate principal balance of all
Receivables at the end of each of the last three
Accounting Periods $
(3) Maximum Delinquency Percentage 6.00%
(4) Actual Delinquency Percentage
[(C)(1) / (2)] %
(D) Billing Adjustment Percentage
(1) Aggregate amount of reductions of Account
Balances on account of Dilution Events during
last three Accounting Periods $
(2) Combined principal balance of all Receivables
generated during last three Accounting Periods $
(3) Maximum Billing Adjustment Percentage 1.50%
(4) Actual Billing Adjustment Percentage
[(D)(1) / (2)] __%
(E) Fixed Charge Ratio
(1) CLC's operating income exclusive of
extraordinary items; interest; depreciation; and
amortization for last twelve Accounting Periods $
(2) CLC's interest expense for last twelve
Accounting Periods $
(3) Minimum Fixed Charge Ratio 2.75x
(4) Actual Fixed Charge Ratio
[(E)(1) / (2)] __x
A-6
<PAGE>
<TABLE>
<S> <C>
(F) Consolidated Shareholders' Equity
(1) CLC minimum required Shareholders' Equity $21,000,000
(2) CLC actual Shareholders' equity $
(G) Days Sales Outstanding ("DSO")
(1) Average daily principal balance of all unpaid
Receivables during the last three Accounting
Periods [from (V)(A)(2)] $
(2) Aggregate principal balance of all Receivables
created during the last three Accounting Periods
[(V)(D)(2)]/ actual number of days elapsed
during last three Accounting Periods $
(3) Maximum DSO 47 days
-------
(4) Actual DSO [(G)(1) / (2)] __ days
(H) Interest due on Investor Certificate for the current
Interest Period
(1) Principal balance of Investor Certificate $
(2) Certificate Rate for current Interest Period
[(30 day or 90 day) LIBOR + .80%] %
</TABLE>
- --------------------------------------------------------------------------------
All defined terms used herein shall have the meanings given them in the
Pooling and Servicing Agreement dated as of May 14, 1993 and amended as of
December 16, 1994, and as further amended as of December 30, 1996 by and
among Pickering Way Funding Corp.; Chemical Leaman Corporation; and First
Union National Bank, successor to First Fidelity Bank, N.A.
CHEMICAL LEAMAN CORPORATION
- ------------------------------- -------------------------------
David M. Boucher Date
Senior Vice President &
Chief Financial Officer
A-7
<PAGE>
No. 6 $3,000,000
PICKERING WAY FUNDING TRUST
ASSET BACKED CERTIFICATE
THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND MAY BE SOLD ONLY
PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF
THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING
AGREEMENT WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE
UPON WRITTEN REQUEST.
This Certificate represents an
undivided interest in the
PICKERING WAY FUNDING TRUST
Evidencing an undivided interest in a Trust, the corpus of which
consists of a portfolio of receivables (the "Receivables") generated from time
to time in the ordinary course of business of Quala Systems, Inc. ("Quala"),
Chemical Leaman Tank Lines, Inc. ("Tank Lines"), and Fleet Transport Company,
Inc. ("Fleet") and initially contributed or sold by Quala and Tank Lines to
Pickering Way Funding Corp. ("Pickering Way") pursuant to the Receivables
Contribution and Purchase Agreement between and among Quala, Tank Lines,
Chemical Leaman Corporation ("CLC") and Pickering Way dated May 14, 1993, as
amended by the First Amendment thereto dated as of December 16, 1994 and as
further amended by the Second Amendment thereto dated December 30, 1996, by and
among the foregoing parties and Fleet (as so amended, the "RPA"), and
immediately thereafter sold by Pickering Way to the Pickering Way Funding Trust
(the "Trust") pursuant to the Pooling and Servicing Agreement between and among
Pickering Way, CLC and First Union National Bank, successor to First Fidelity
Bank, National Association, as successor to Fidelity Bank, National Association,
as Trustee for the Trust (the "Trustee") dated May 14, 1993, as amended by the
First Amendment thereto dated as of December 16, 1994 and as further amended by
the Second Amendment thereto dated as of December 30, 1996 (as so amended, the
"Agreement").
(Not an interest in or an obligation of
Pickering Way or any Affiliate thereof.)
This certifies that TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
(the "Certificateholder") is the registered owner of an undivided beneficial
interest in the Trust created pursuant to the Agreement. The corpus of the Trust
consists of (i) the Receivables now existing and hereafter created and arising
from time to time, (ii) all Related Security, (iii) all monies due or to become
due with respect thereto, (iv) all rights, remedies, powers and privileges with
respect to the Receivables and the Related Security, (v) the rights, remedies,
powers and privileges of the Seller (but not
B-1
<PAGE>
its obligations) under the RPA, (vi) all funds on deposit in each of the
Accounts (including investments made with such funds), and (vii) all
proceeds of the foregoing.
This Certificate is one of the duly authorized Investor Certificates
issued under the Agreement in the aggregate principal amount of $28,00O,000.
Each $500,000 minimum denomination of the Certificates represents an undivided
1.785714% interest in the assets of the Trust.
Although a summary of certain provisions of the Agreement is set forth
below, this Certificate does not purport to summarize the Agreement, is
qualified in its entirety by the terms and provisions of the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at 123 South Broad
Street, M.B.O., 18th Floor, Philadelphia, Pennsylvania 19109, Attention:
Corporation Trust Department. To the extent not defined herein, the capitalized
terms used herein have the meanings ascribed to them in the Agreement.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, as amended from time to time; the
Certificateholder by virtue of the acceptance hereof, assents and is bound.
It is the intent of Pickering Way and the Certificateholders that, for
federal and state income and franchise tax purposes only, the Certificates will
be evidence of indebtedness of Pickering Way secured by the Receivables.
Pickering Way and the Certificateholder, by the acceptance of this Certificate,
agree to treat this Certificate for federal and state income and franchise tax
purposes as indebtedness of Pickering Way.
In addition to the Certificates, a Seller's Certificate will be issued
to the Seller pursuant to the Agreement which will represent the Seller's
subordinated interest in the Trust. The Seller's Certificate will represent the
interest in the Receivables not represented by the Investor Certificates.
Interest will be paid quarterly on the fifteenth day of each June,
September, December and March (or, if such fifteenth day is not a Business Day,
on the next succeeding Business Day) (each a "Payment Date"), at the adjustable
rate specified in the Agreement. Interest for a Payment Date will accrue from
and including the preceding Payment Date to but excluding the current Payment
Date. The Record Date with respect to any Payment Date shall be the last day of
the calendar month preceding such Payment Date.
No principal will be payable to Certificateholders until the
expiration or early termination of the Revolving Period. During the Revolving
Period, Collections of Receivables otherwise allocable to the
Certificateholders will be paid to the Seller in order to maintain the Seller
Interest at the amount of the Initial Investor Interest.
On each Payment Date, the Paying Agent shall distribute to each
Certificateholder of record on the related Record Date such Certificateholder's
pro rata share of amounts on deposit in the Collection Account as are
payable to the Certificateholders pursuant to the Agreement. Payments with
respect to this Certificate will be made by the Paying Agent by check mailed to
the address of the Certificateholder of record appearing in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation (except for the final payment in respect of this Certificate).
B-2
<PAGE>
Final payment of this Certificate will be made only upon presentation and
surrender of this Certificate at the office or agency specified in the
notice of final payment delivered by the Trustee to the Certificateholder
in accordance with the Agreement.
The Seller may repurchase this Certificate at any time for a purchase
price equal to the then unpaid principal and interest due to the
Certificateholder, plus a premium as determined in accordance with the formula
specified in the Agreement.
This Certificate does not represent an obligation of, or an interest
in, Pickering Way, the Servicer or any affiliate of Pickering Way and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Certificate is limited in right of payment to certain
Collections respecting the Receivables (and certain other amounts), all as more
specifically set forth hereinabove and in the Agreement.
The Agreement may be amended by the Seller, the Servicer and the
Trustee, without the consent of the Investor Certificateholder Representative,
if such an amendment will not have a material adverse impact on the interests of
the Certificateholders.
Subject to the preceding paragraph, the Agreement may be amended by the
Servicer, the Seller and the Trustee with the consent of the investor
Certificateholders Representative, for any reason whatsoever. Any such
amendment and any such consent by the Investor Certificateholder Representative
shall be conclusive and binding on all Certificateholders and upon all future
Holders of this Certificate and of any Certificate issued in exchange hereof or
in lieu hereof whether or not notation thereof is made upon this Certificate.
The Certificates are issuable only in registered form in denominations
of $500,000 and integral multiples of $500,000. The transfer of this Certificate
shall be registered in the Certificate Register upon surrender of this
Certificate for registration of transfer at any office or agency maintained by
the Transfer Agent and Registrar accompanied by a written instrument of
transfer, in a form satisfactory to the Trustee and the Transfer Agent and
Registrar, duly executed by the Certificateholder or the Certificateholder's
attorney, and duly authorized in writing with such signature guaranteed, and
thereupon one or more new Certificates of authorized denominations and for the
same aggregate amounts will be issued to the designated transferee or
transferees.
As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates evidencing a
like aggregate amount, as requested by the Certificateholder surrendering this
Certificate. No service charge may be imposed for any such exchange but the
Servicer, the Seller or the Transfer Agent and the Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar, and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, nor the Trustee, the Paying Agent, the Transfer Agent and Registrar,
nor any agent of any of them shall be affected by notice to the contrary except
in certain circumstances described in the Agreement.
B-3
<PAGE>
This Certificate shall be governed by and construed in accordance with
and governed by the internal laws of the Commonwealth of Pennsylvania without
regard to conflict or choice law or principles.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, Pickering Way has caused this Certificate to be
duly executed.
Dated: December 30, 1996
PICKERING WAY FUNDING CORP.
By:__________________________________
Vice President
B-4
<PAGE>
Form of Trustee's Certificate of Authentication
-----------------------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Investor Certificates referred to in the within
mentioned Pooling and Servicing Agreement.
FIRST UNION NATIONAL BANK, Trustee
By:________________________________
Authorized Officer
B-5
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S)
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNED)
.....................................................................
...............................................................................
the within Certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints
...............................................................................
attorney, with full power of substitution in the premises, to transfer said
Certificate on the books kept for registration thereof.
Dated: ........................................................................
..........................................................
Note: The signature(s) to this Assignment must
correspond with the name(s) as written on the face of the
within certificate in every particular, without alteration
or enlargement or any change whatever.
A Non-U.S. Person as defined in the Code must certify to the Trustee in
writing as to its Non-U.S. Person status and such further information as may
be required under the Code or reasonably requested by the Trustee.
B-6
<PAGE>
THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION
FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA
LIFE INSURANCE AND ANNUITY COMPANY
No. 4 $23,000,000
PICKERING WAY FUNDING TRUST
ASSET BACKED CERTIFICATE
THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITES ACT OF 1933, AS AMENDED.(THE ACT), AND MAY BE SOLD ONLY
PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF THIS
CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING AGREEMENT WILL
BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN
REQUEST.
This certificate represents an
undivided interest in the
PICKERING WAY FUNDING TRUST
Evidencing an undivided interest in a Trust, the corpus of which
consists of a portfolio of receivables (the "Receivables") generated from time
to time in the ordinary course of business of Quala Systems, Inc. ("Quala") and
Chemical Leaman Tank Lines, Inc. ("Tank Lines"), and Fleet Transport Company,
Inc. ("Fleet") and initially contributed or sold by Quala and Tank Lines to
Pickering Way Funding Corp. ("Pickering Way") pursuant to the Receivables
Contribution and Purchase Agreement between and among Quala, Tank Lines,
Chemical Leaman Corporation ("CLC") and Pickering Way dated May 14, 1993, as
amended by the First Amendment thereto dated as of December 16, 1994 and as
further amended by the Second Amendment thereto dated December 30, 1996, by and
among the foregoing parties and Fleet (as so amended, the "RPA"), and
immediately thereafter sold by Pickering Way to the Pickering Way Funding Trust
(the "Trust") pursuant to the Pooling and Servicing Agreement between and among
Pickering Way, CLC and First Union National Bank, successor to First Fidelity
Bank, National Association, as successor to Fidelity Bank, National Association,
as Trustee for the Trust (the "Trustee") dated May 14, 1993, as amended by the
First Amendment thereto dated as of December 16, 1994 and as further amended by
the Second Amendment thereto dated as of December 30, 1996 (as so amended, the
"Agreement").
(Not an interest in or an obligation of
Pickering Way or any Affiliate thereof.)
This certifies that TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
(the "Certificate holder") is the registered owner of an undivided beneficial
interest in the Trust created pursuant to the Agreement. The corpus of the Trust
consists of (i) the Receivables now existing and hereafter created and arising
from time to time, (ii) all Related Security, (iii) all monies due or to become
due with respect thereto, (iv) all rights, remedies, powers and privileges with
respect to the Receivables and the Related Security, (v) the rights, remedies,
powers and privileges of the Seller (but not its obligations) under the RPA,
(vi) all funds on deposit in each of the Accounts (including investments made
with such funds), and (vii) all proceeds of the foregoing.
C-1
<PAGE>
THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION
FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA
LIFE INSURANCE AND ANNUITY COMPANY
This Certificate is one of the duly authorized Investor Certificates
issued under the Agreement in the aggregate principal amount of $28,000,000.
Each $500,000 minimum denomination of the Certificates represents an undivided
1.785714% interest in the assets of the Trust.
Although a summary of certain provisions of the Agreement is set forth
below, this Certificate does not purport to summarize the Agreement, is
qualified in its entirety by the terms and provisions of the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at 123 South Broad
Street, M.B.O., 18th Floor, Philadelphia, Pennsylvania 19109, Attention:
Corporation Trust Department. To the extent not defined herein, the capitalized
terms used herein have the meanings ascribed to them in the Agreement.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, as amended from time to time; the
Certificate holder by virtue of the acceptance hereof, assents and is bound.
It is the intent of Pickering Way and the Certificate holders that, for
federal and state income and franchise tax purposes only, the Certificates will
be evidence of indebtedness of Pickering Way secured by the Receivables.
Pickering Way and the Certificate holder, by the acceptance of this Certificate,
agree to treat this Certificate for federal and state income and franchise tax
purposes as indebtedness of Pickering Way.
In addition to the Certificates, a Seller's Certificate will be issued
to the Seller pursuant to the Agreement which will represent the Seller's
subordinated interest in the Trust. The Seller's Certificate will represent the
interest in the Receivables not represented by the Investor Certificates.
Interest will be paid quarterly on the fifteenth day of each June,
September, December and March (or, if such fifteenth day is not a Business Day,
on the next succeeding Business Day) (each a "Payment Date"), at the adjustable
rate specified in the Agreement. Interest for a Payment Date will accrue from
and including the preceding Payment Date to but excluding the current Payment
Date. The Record Date with respect to any Payment Date shall be the last day of
the calendar month preceding such Payment Date.
No principal will be payable to Certificateholders until the expiration
or early termination of the Revolving Period. During the Revolving Period,
Collections of Receivables otherwise allocable to the Certificateholders will
be paid to the Seller in order to maintain the Seller Interest at the amount of
the Initial Investor Interest.
On each Payment Date, the Paying Agent shall distribute to each
Certificateholder of record on the related Record Date such
Certificateholder's pro rata share of amounts on deposit in the Collection
Account as are payable to the Certificate holders pursuant to the Agreement.
Payments with respect to this Certificate will be made by the Paying Agent by
check mailed to the address of the Certificate holder of record appearing in the
Certificate Register without the presentation or surrender of this Certificate
or the making of any notation (except for the final payment in respect of this
Certificate). Final payment of this Certificate will be made only upon
presentation and surrender of this Certificate at the office or agency specified
in the notice of final payment delivered by the Trustee to the Certificate
holder in accordance with the Agreement.
C-2
<PAGE>
THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION
FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA
LIFE INSURANCE AND ANNUITY COMPANY
The Seller may repurchase this Certificate at any time for a purchase
price equal to the then unpaid principal and interest due to the Certificate
holder, plus a premium as determined in accordance with the formula specified in
the Agreement.
This Certificate does not represent an obligation of, or an interest
in, Pickering Way, the Servicer or any affiliate of Pickering Way and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Certificate is limited in right of payment to certain
Collections respecting the Receivables (and certain other amounts), all as more
specifically set forth hereinabove and in the Agreement.
The Agreement may be amended by the Seller, the Servicer and the
Trustee, without the consent of the Investor Certificate holder Representative,
if such an amendment will not have a material adverse impact on the interests of
the Certificate holders.
Subject to the preceding paragraph, the Agreement may be amended by the
Servicer, the Seller and the Trustee with the consent of the Investor
Certificate holders Representative, for any reason whatsoever. Any such
amendment and any such consent by the Investor Certificate holder Representative
shall be conclusive and binding on all Certificate holders and upon all future
Holders of this Certificate and of any Certificate issued in exchange hereof or
in lieu hereof whether or not notation thereof is made upon this Certificate.
The Certificates are issuable only in registered form in denominations
of $500,000 and integral multiples of $500,000. The transfer of this Certificate
shall be registered in the Certificate Register upon surrender of this
Certificate for registration of transfer at any office or agency maintained by
the Transfer Agent and Registrar accompanied by a written instrument of
transfer, in a form satisfactory to the Trustee and the Transfer Agent and
Registrar, duly executed by the Certificate holder or the Certificate holder's
attorney, and duly authorized in writing with such signature guaranteed, and
thereupon one or more new Certificates of authorized denominations and for the
same aggregate amounts will be issued to the designated transferee or
transferees.
As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates evidencing a
like aggregate amount, as requested by the Certificate holder surrendering this
certificate. No service charge may be imposed for any such exchange but the
Servicer, the Seller or the Transfer Agent and the Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar, and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, nor the Trustee, the Paying Agent, the Transfer Agent and Registrar,
nor any agent of any of them shall be affected by notice to the contrary except
in certain circumstances described in the Agreement.
This Certificate shall be governed by and construed in accordance with
and governed by the internal laws of the Commonwealth of Pennsylvania without
regard to conflict or choice law or principles.
C-3
<PAGE>
THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION
FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA
LIFE INSURANCE AND ANNUITY COMPANY
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, Pickering Way has caused this Certificate to be
duly executed.
Dated: December 30, 1996
PICKERING WAY FUNDING CORP.
By:________________________________
Vice President
C-4
<PAGE>
THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN
SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA
LIFE INSURANCE AND ANNUITY COMPANY
Form of Trustee's Certificate of Authentication
-----------------------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Investor Certificates referred to in the within
mentioned Pooling and Servicing Agreement.
FIRST UNION NATIONAL BANK, Trustee
By:________________________________
Authorized Officer
C-5
<PAGE>
THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN
SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S)
| |
| |
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNED)
................................................................................
................................................................................
the within Certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints
................................................................................
attorney, with full power of substitution in the premises, to transfer said
Certificate on the books kept for registration thereof.
Dated: .........................................................................
................................................................................
Note: The signature(s) to this Assignment must correspond with the name(s) as
written on the face of the within certificate in every particular, without
alteration or enlargement or any change whatever.
A Non-U.S. Person as defined in the Code must certify to the Trustee in writing
as to its Non-U.S. Person status and such further information as may be required
under the Code or reasonably requested by the Trustee.
C-6
<PAGE>
THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN
SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
No.5 $2,000,000
PICKERING WAY FUNDING TRUST
ASSET BACKED CERTIFICATE
THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITES ACT OF 1933, AS AMENDED.(THE ACT), AND MAY BE SOLD ONLY
PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF THIS
CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING AGREEMENT WILL
BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN
REQUEST.
This certificate represents an
undivided interest in the
PICKERING WAY FUNDING TRUST
Evidencing an undivided interest in a Trust, the corpus of which
consists of a portfolio of receivables (the "Receivables") generated from time
to time in the ordinary course of business of Quala Systems, Inc. ("Quala") and
Chemical Leaman Tank Lines, Inc. ("Tank Lines"), and Fleet Transport Company,
Inc. ("Fleet") and initially contributed or sold by Quala and Tank Lines to
Pickering Way Funding Corp. ("Pickering Way") pursuant to the Receivables
Contribution and Purchase Agreement between and among Quala, Tank Lines,
Chemical Leaman Corporation ("CLC") and Pickering Way dated May 14, 1993, as
amended by the First Amendment thereto dated as of December 16, 1994 and as
further amended by the Second Amendment thereto dated December 30, 1996, by and
among the foregoing parties and Fleet (as so amended, the "RPA"), and
immediately thereafter sold by Pickering Way to the Pickering Way Funding Trust
(the "Trust") pursuant to the Pooling and Servicing Agreement between and among
Pickering Way, CLC and First Union National Bank, successor to First Fidelity
Bank, National Association, as successor to Fidelity Bank, National Association,
as Trustee for the Trust (the "Trustee") dated May 14, 1993, as amended by the
First Amendment thereto dated as of December 16, 1994 and as further amended by
the Second Amendment thereto dated as of December 30, 1996 (as so amended, the
"Agreement").
(Not an interest in or an obligation of
Pickering Way or any Affiliate thereof.)
This certifies that TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
(the "Certificate holder") is the registered owner of an undivided beneficial
interest in the Trust created pursuant to the Agreement. The corpus of the Trust
consists of (i) the Receivables now existing and hereafter created and arising
from time to time, (ii) all Related Security, (iii) all monies due or to become
due with respect thereto, (iv) all rights, remedies, powers and privileges with
respect to the Receivables and the Related Security, (v) the rights, remedies,
powers and privileges of the Seller (but not its obligations) under the RPA,
(vi) all funds on deposit in each of the Accounts (including investments made
with such funds), and (vii) all proceeds of the foregoing.
C-1
<PAGE>
THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN
SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
This Certificate is one of the duly authorized Investor Certificates
issued under the Agreement in the aggregate principal amount of $28,000,000.
Each $500,000 minimum denomination of the Certificates represents an undivided
1.785714% interest in the assets of the Trust.
Although a summary of certain provisions of the Agreement is set forth
below, this Certificate does not purport to summarize the Agreement, is
qualified in its entirety by the terms and provisions of the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at 123 South Broad
Street, M.B.O., 18th Floor, Philadelphia, Pennsylvania 19109, Attention:
Corporation Trust Department. To the extent not defined herein, the capitalized
terms used herein have the meanings ascribed to them in the Agreement.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, as amended from time to time; the
Certificate holder by virtue of the acceptance hereof, assents and is bound.
It is the intent of Pickering Way and the Certificate holders that, for
federal and state income and franchise tax purposes only, the Certificates will
be evidence of indebtedness of Pickering Way secured by the Receivables.
Pickering Way and the Certificate holder, by the acceptance of this Certificate,
agree to treat this Certificate for federal and state income and franchise tax
purposes as indebtedness of Pickering Way.
In addition to the Certificates, a Seller's Certificate will be issued
to the Seller pursuant to the Agreement which will represent the Seller's
subordinated interest in the Trust. The Seller's Certificate will represent the
interest in the Receivables not represented by the Investor Certificates.
Interest will be paid quarterly on the fifteenth day of each June,
September, December and March (or, if such fifteenth day is not a Business Day,
on the next succeeding Business Day) (each a "Payment Date"), at the adjustable
rate specified in the Agreement. Interest for a Payment Date will accrue from
and including the preceding Payment Date to but excluding the current Payment
Date. The Record Date with respect to any Payment Date shall be the last day of
the calendar month preceding such Payment Date.
No principal will be payable to Certificate holders until the
expiration or early termination of the Revolving Period. During the Revolving
Period, Collections of Receivables otherwise allocable to the Certificate
holders will be paid to the Seller in order to maintain the Seller Interest at
the amount of the Initial Investor Interest.
On each Payment Date, the Paying Agent shall distribute to each
Certificate holder of record on the related Record Date such Certificate
holder's pro rata share of amounts on deposit in the Collection Account as are
payable to the Certificate holders pursuant to the Agreement. Payments with
respect to this Certificate will be made by the Paying Agent by check mailed to
the address of the Certificate holder of record appearing in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation (except for the final payment in respect of this Certificate).
Final payment of this Certificate will be made only upon presentation and
surrender of this Certificate at the office or agency specified in the notice of
final payment delivered by the Trustee to the Certificate holder in accordance
with the Agreement.
C-2
<PAGE>
THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION
FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA
LIFE INSURANCE AND ANNUITY COMPANY
The Seller may repurchase this Certificate at any time for a purchase
price equal to the then unpaid principal and interest due to the Certificate
holder, plus a premium as determined in accordance with the formula specified in
the Agreement.
This Certificate does not represent an obligation of, or an interest
in, Pickering Way, the Servicer or any affiliate of Pickering Way and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Certificate is limited in right of payment to certain
Collections respecting the Receivables (and certain other amounts), all as more
specifically set forth hereinabove and in the Agreement.
The Agreement may be amended by the Seller, the Servicer and the
Trustee, without the consent of the Investor Certificate holder Representative,
if such an amendment will not have a material adverse impact on the interests of
the Certificate holders.
Subject to the preceding paragraph, the Agreement may be amended by the
Servicer, the Seller and the Trustee with the consent of the Investor
Certificate holders Representative, for any reason whatsoever. Any such
amendment and any such consent by the Investor Certificate holder Representative
shall be conclusive and binding on all Certificate holders and upon all future
Holders of this Certificate and of any Certificate issued in exchange hereof or
in lieu hereof whether or not notation thereof is made upon this Certificate.
The Certificates are issuable only in registered form in denominations
of $500,000 and integral multiples of $500,000. The transfer of this Certificate
shall be registered in the Certificate Register upon surrender of this
Certificate for registration of transfer at any office or agency maintained by
the Transfer Agent and Registrar accompanied by a written instrument of
transfer, in a form satisfactory to the Trustee and the Transfer Agent and
Registrar, duly executed by the Certificate holder or the Certificate holder's
attorney, and duly authorized in writing with such signature guaranteed, and
thereupon one or more new Certificates of authorized denominations and for the
same aggregate amounts will be issued to the designated transferee or
transferees.
As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates evidencing a
like aggregate amount, as requested by the Certificate holder surrendering this
certificate. No service charge may be imposed for any such exchange but the
Servicer, the Seller or the Transfer Agent and the Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar, and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, nor the Trustee, the Paying Agent, the Transfer Agent and Registrar,
nor any agent of any of them shall be affected by notice to the contrary except
in certain circumstances described in the Agreement.
This Certificate shall be governed by and construed in accordance with
and governed by the internal laws of the Commonwealth of Pennsylvania without
regard to conflict or choice law or principles.
C-3
<PAGE>
THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN
SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, Pickering Way has caused this Certificate to be
duly executed.
Dated: December 30, 1996
PICKERING WAY FUNDING CORP.
By:______________________________
Vice President
C-4
<PAGE>
THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN
SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
Form of Trustee's Certificate of Authentication
-----------------------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Investor Certificates referred to in the within
mentioned Pooling and Servicing Agreement.
FIRST UNION NATIONAL BANK, Trustee
By:________________________________
Authorized Officer
C-5
<PAGE>
THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN
SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S)
| |
| |
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNED)
...............................................................................
...............................................................................
the within Certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints
...............................................................................
attorney, with full power of substitution in the premises, to transfer said
Certificate on the books kept for registration thereof.
Dated: ........................................................................
Note: The signature(s) to this Assignment must correspond with the name(s) as
written on the face of the within certificate in every particular, without
alteration or enlargement or any change whatever.
A Non-U.S. Person as defined in the Code must certify to the Trustee in writing
as to its Non-U.S. Person status and such further information as may be required
under the Code or reasonably requested by the Trustee.
C-6
<PAGE>
THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN
SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
No. 2 One Unit
PICKERING WAY FUNDING TRUST
ASSET BACKED CERTIFICATE
THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITES ACT OF 1933, AS AMENDED (THE ACT), AND MAY BE SOLD ONLY
PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF THIS
CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING AGREEMENT WILL
BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN
REQUEST.
This Certificate represents an
undivided interest in the
PICKERING WAY FUNDING TRUST
Evidencing an undivided interest in a Trust, the corpus of which
consists of a portfolio of receivables now existing or hereafter created and
other assets and interests constituting the Trust under the Pooling and
Servicing Agreement described below.
(Not an interest in or an obligation of
Pickering Way Funding Corp. or any Affiliate thereof.)
This certifies that PICKERING WAY FUNDING CORP. is the registered owner
of an undivided interest in a trust (the "Trust"), the corpus of which consists
of a portfolio of receivables (the "Receivables") now existing or hereafter
acquired by Pickering Way Funding Corp. (the "Seller"), a Delaware corporation,
all monies due or to become due with respect thereto, all proceeds (as defined
in Section 9-306 of the UCC as in effect in any applicable jurisdiction)
relating thereto and such funds as from time to time are deposited in the
Collection Account, all as more fully described pursuant to the Pooling and
Servicing Agreement dated as of May 14, 1993, as amended by the First Amendment
thereto dated as of December 16, 1994 and as further amended by the Second
Amendment thereto dated as of December 30, 1996 (as so amended, the "Pooling and
Servicing Agreement") between and among Pickering Way Funding Corp., Seller,
Chemical Leaman Corporation, Servicer, and First Union National Bank, successor
to First Fidelity Bank, National Association, as successor to Fidelity Bank,
National Association, Trustee. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth herein below. Such summary
shall in all cases be subject to the terms set forth in the Pooling and
Servicing Agreement. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time the Holder by virtue of the
acceptance hereof assents and by which the Holder is bound.
D-1
<PAGE>
THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN
SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
This Certificate has not been registered or qualified under the
Securities Act of 1933, as amended, or any state securities law. No sale,
transfer or other disposition of this Certificate shall be permitted other than
in accordance with the provisions of Section 6.3 of the Pooling and Servicing
Agreement.
This Certificate is the Seller Certificate (the "Certificate"), which
represents an undivided interest in the Trust, including the right to receive
the Collections and other amounts at the times and in the amounts specified in
the Pooling and Servicing Agreement to be paid to the Holder of the Certificate.
The aggregate interest represented by this Certificate at any time in the
Receivables and the Related Security in the Trust shall not exceed the Seller
Interest at such time. In addition to this Certificate, Investor Certificates
have been issued to investors pursuant to the Pooling and Servicing Agreement,
each of which will represent an undivided interest in the Trust, to the extent
set forth in the Pooling and Servicing Agreement. The Seller Interest shall be
the amount defined as such in the Pooling and Servicing Agreement.
This Certificate does not represent an obligation of, or any interest
in, the Seller or the Servicer, and neither the Certificates nor the Receivables
and the Related Security are insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. This Certificate is
limited in right of payment to certain Collections respecting the Receivables
and the Related Security, all as more specifically set forth hereinabove and in
the Pooling and Servicing Agreement. Unless the certificate of authentication
hereon has been executed by or on behalf of the Trustee, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, Pickering Way Funding Corp. has caused this
Certificate to be duly executed.
Dated: December 30, 1996
PICKERING WAY FUNDING CORP.
By:___________________________________
Vice President
D-2
<PAGE>
THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN
SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
Form of Trustee's Certificate of Authentication
-----------------------------------------------
CERTIFICATE OF AUTHENTICATION
This is the Seller Certificate referred to in the within mentioned
Pooling and Servicing Agreement.
FIRST UNION NATIONAL BANK, Trustee
By:_______________________________
Authorized Officer
D-3
<PAGE>
Transamerica Life Insurance and Annuity Company
1150 S. Olive Street
Los Angeles, CA 90015
Dated as of December_, 1996
Pickering Way Funding Corp. First Union National Bank, as Trustee
102 Pickering Way 123 South Broad Street
Exton, PA 19341-0200 Philadelphia, PA 19109
Re: Pickering Way Funding Trust -
Second Amendment to Pooling and Servicing Agreement
Ladies and Gentlemen:
As the Investor Certificate holder Representative under the Pooling and
Servicing Agreement dated as of May 14, 1993, among Pickering Way Funding Corp.,
a Delaware corporation, Chemical Leaman Corporation, a Pennsylvania corporation,
and First Union National Bank, successor to First Fidelity Bank, National
Association (as successor to Fidelity Bank, National Association), as trustee
(the "Trustee"), as amended by the First Amendment thereto dated as of December
16, 1994 (the "Pooling and Servicing Agreement"), Transamerica Life Insurance
and Annuity Company hereby consents to the Second Amendment to the Pooling and
Servicing Agreement in the form attached hereto as Exhibit A.
Very truly yours,
TRANSAMERICA LIFE INSURANCE AND
ANNUITY COMPANY
By:______________________________
Name:____________________________
Title:___________________________
E-1
<PAGE>
EXHIBIT F-1
(215) 981-4000
December 30, 1996
<TABLE>
<S> <C>
Transamerica Life Insurance and Annuity Company Duff & Phelps Credit Rating Co.
1150 S. Olive Street 55 East Monroe Street
Los Angeles, CA 90015 Chicago, IL 60603
</TABLE>
First Union National Bank, successor to
First Fidelity Bank, N.A.
123 South Broad Street
M.B.O., 18th Floor
Philadelphia, PA 19109
Re: PICKERING WAY FUNDING TRUST
---------------------------
Dear Ladies and Gentlemen:
We have acted as special counsel to Pickering Way Funding Corp., a
Delaware corporation (the "Seller"), Chemical Leaman Corporation, a Pennsylvania
corporation (the "Servicer"), and Chemical Leaman Tank Lines, Inc. ("CLTL"), a
Delaware corporation, Quala Systems, Inc. ("Quala"), a Delaware corporation and
Fleet Transport Company, Inc. ("Fleet"), a Delaware corporation (CLTL, Quala and
Fleet, collectively, the Originators"), in connection with (i) the sale and the
contribution of certain Receivables by Fleet (the "Fleet Receivables") to the
Seller pursuant to the provisions of a Second Amendment, dated of even date
herewith (the "Second Amendment") to the Receivables Contribution and Purchase
Agreement dated as of May 14, 1993 between and among Seller, the Servicer and
the Originators, as previously amended by a First Amendment (the "First
Amendment") dated as of December 16, 1994 (as so amended, including by the
Second Amendment, the "RPA"), (ii) subsequent transfer of the Fleet Receivables
to the Pickering Way Funding Trust (the "Trust") pursuant to the provisions of
the Pooling and Servicing Agreement dated as of May 14, 1993, between and among
the Seller, the Servicer and the Trustee, as amended by a First Amendment (the
"First Pooling Amendment") dated as of December 16, 1994, and a Second Amendment
thereto of even date herewith (the "Second Pooling Amendment') and the (as so
amended, the "Agreement"), and (iii) the issuance of the Investor Certificates
and the Seller Certificates to, respectively, the Investor Certificate holder
and the Seller pursuant to the
<PAGE>
Transamerica Life Insurance and Annuity Company, et al
December 30, 1996
Page 2
provisions of the Second Pooling Amendment. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to then in the
Agreement.
We have examined copies of the Second Amendment, the RPA, the Second
Pooling Amendment, the Agreement, and acknowledgment or other copies of Uniform
Commercial Code financing statements filed on behalf of the Seller and the
Trustee in the office of the Secretary of State of the Commonwealth of
Pennsylvania and of the office of the Chester County Prothonotary and stamped by
the appropriate filing officers (collectively, the "Financing Statements"). We
have also examined such other documents, agreements, instruments and
certificates and made such investigations of law and fact as we have deemed
necessary for the purposes of this opinion letter.
We have assumed the genuineness of all signatures other than the
signatures of the Seller, the Servicer and the Originators, the authenticity of
all documents submitted to us as originals and the conformity to the originals
of all documents submitted to us as copies of originals. We have also assumed
that each party to the Second Amendment and the Second Pooling Amendment and the
other documents reviewed by us other than the Seller, the Servicer and the
Originators has the power to enter into and perform all of its obligations under
the Second Amendment, the Second Pooling Amendment, the Agreement, as amended,
the RPA, as amended, and the documents and that the Trustee, the Originators,
the Seller and the Servicer will perform such obligations; that each of the
Second Amendment and Second Pooling Amendment and the other documents has been
duly executed and delivered by each party thereto other than the Seller, the
Servicer and the Originators; that each of the Second Amendment and Second
Pooling Amendment and the other Documents is valid and binding on each party
thereto other than the Seller, the Servicer and the Originators; that the
Investor Certificates have been duly issued to the Seller and sold by the Seller
to the Investor Certificate holder upon the payment of the appropriate
consideration; and that the transfer of the Investor Certificates from the
Seller to the Investor Certificate holder vested full title and ownership of
that certificate in the Investor Certificate holder free and clear of any lien
or other encumbrance created prior to the transfer thereof.
We have relied on the accuracy of the representations and warranties of
the Seller set forth in the Agreement, as amended, and of Fleet, in the Second
Amendment, excluding those set forth in Section 4.1(h) of the RPA and Section
2.4(a)(i) of the Agreement.
As to matters of fact relevant to the opinions herein expressed, we
have relied upon the representations and warranties contained in the documents
we have reviewed in connection herewith (except as excluded in the previous
paragraph) and upon certificates of officers of the Seller, the Servicer, and
the originators. To the extent that our opinion is based on matters known to us
or of which we have knowledge, except as otherwise expressly set forth herein,
we have relied solely on a review of such representations, warranties and
certificates and we have not undertaken any independent investigation to verify
any such matters, and our opinion is, therefore, as to such factual matters,
based solely thereon. However, as a result of our representation of the Seller,
the Servicer and the Originators, we have no actual knowledge of the inaccuracy
of such representations which would relate to the knowledge qualifications in
the opinions set forth below.
<PAGE>
Transamerica Life Insurance and Annuity Company, et al
December 30, 1996
Page 3
For the purpose of determining whether the Fleet Receivables are
subject to any security interests, liens or encumbrances filed prior to the date
or dates shown in the attached Exhibit A ("Search Schedule"), we have also
relied on and assume the accuracy and completeness of the certificates of the
appropriate public officers or private search services reflecting searches of
Public records in the offices and against the entities listed in the Search
Schedule. We have assumed with your permission that, except for the filings made
pursuant to the Agreement in favor of the Trust and the filings made pursuant to
the RPA in favor of the Seller, no filings were made with respect to the Fleet
Receivables in a particular filing office between the effective date of the
search certificate applicable to that office and the date of this opinion
letter. In addition, we have relied, without Investigation, on certificates of
the Originators, the Seller and the Trustee to the effect that, as of the date
hereof, the Originators, the Seller and the Trustee had no knowledge or notice
of any actual or claimed rights, liens or interests in or affecting the Fleet
Receivables or the proceeds thereof other than (a) liens for municipal or other
local taxes not then due and (b) the rights, liens and interests of the Seller
pursuant to the RPA and the Trust pursuant to the Agreement. Furthermore,
nothing herein constitutes an opinion that, and we expressly assume that, as
represented and warranted by Seller in Section 4.1(h) of the RPA, immediately
prior to the conveyance of the Fleet Receivables to the Seller pursuant to the
RPA, the originators had good and marketable title to the Fleet Receivables,
free and clear of the ownership claims of others and of third parties claiming
by, through or under any prior owner or any person or entity asserting an
ownership claim.
This opinion is limited exclusively to the laws of the Commonwealth of
Pennsylvania, the federal laws of the United States of America in effect in the
Commonwealth of Pennsylvania and the statutory provisions of the General
Corporation Law of the State of Delaware.
Based upon and subject to the qualifications, assumptions and matters
of reliance set forth herein, we are of the following opinions:
1. The transaction described in the Second Amendment constitutes a
sale, transfer and assignment of the Fleet Receivables, a grant of a security
interest in the Fleet Receivables, or a combination thereof. The RPA, as amended
by the Second Amendment, grants to the Seller a "security interest" (as defined
in Section 1201 of the UCC) in the Fleet Receivables and the proceeds thereof.
Such security interest constitutes a perfected, first priority security interest
in (a) those Fleet Receivables in existence on the date of the execution and
delivery of the Second Amendment and (b) those Fleet Receivables coming into
existence after the date of the execution and delivery of the Second Amendment
at and after the time those Fleet Receivables come into existence. That interest
in the Fleet Receivables will not be impaired by either (a) liens or claims
against either originator arising before or after the date of the execution and
delivery of the Second Amendment or (b) the subsequent bankruptcy or insolvency
of Fleet.
2. The transaction described in the Second Pooling Amendment
constitutes a sale, transfer and assignment of the Fleet Receivables a grant of
a security interest in the Fleet Receivables, or a combination thereof. The
Agreement, as amended by the Second Pooling Amendment, grants to the Trust a
"security interest" (as defined in Section 1201 of the UCC) in the Fleet
Receivables and the proceeds thereof. Such security interest constitutes a
perfected, first priority security interest in (a) those Fleet
<PAGE>
Transamerica Life Insurance and Annuity Company, et al
December 30, 1996
Page 4
Receivables in existence on the date of the execution and delivery of the Second
Pooling Amendment, and (b) those Fleet Receivables coming into existence after
the date of the execution and delivery of the Second Pooling Amendment at and
after the time those Fleet Receivables come into existence. That interest in the
Fleet Receivables will not be impaired either (a) liens or claims against the
Seller arising before or after the date of the execution and delivery of the
Second Pooling Amendment or (b) the subsequent bankruptcy or insolvency of the
Seller.
3. With respect to the "proceeds" (as defined in Section 9306(a) of the
UCC) of the Fleet Receivables (which proceeds include payments received from
Obligors), the Trust will cease to have a continuing perfected first priority
security interest in such proceeds after ten (10) days from their receipt by the
Seller, unless such proceeds constitute identifiable cash proceeds under Section
9306 of the UCC or the Trust otherwise perfects a security interest in the
proceeds prior to the end of such period.
4. Except to the extent that the continuation of the perfection of
security interests in proceeds after ten (10) days from their receipt by the
Seller may require some additional action as described in Paragraph 2 above, no
actions other than the filing of the Financing Statements are necessary to
perfect and (subject to the remainder of this paragraph) maintain the perfection
of the Trust's security interests in the Fleet Receivables and the proceeds
thereof or the Trust's interests in the Collection Account. We note that if a
change in the Seller's or Fleet's name, identity or corporate structure makes a
Financing Statement naming the Seller or Fleet as debtor seriously misleading
within the meaning of Section 9402(g) of the UCC or if the Seller or Fleet moves
any office at which records concerning the Fleet Receivables are maintained to
any location within Vermont or the U.S. Virgin Islands ("Locations") or moves
offices to any location in Pennsylvania other than in Chester County or changes
the location of their respective chief executive offices, the timely filing of
appropriate new financing statements may be necessary to continue the perfection
of the Trust's interests in the Fleet Receivables and the proceeds thereof. We
have been advised that records concerning the Fleet Receivables are not
currently maintained at any of the Locations. We note also that the timely
filing of continuation statements will be required to continue the perfection of
the interests of the Trust in the Fleet Receivables and the proceeds thereof. We
also note that, in Section 13.2 of the Agreement, the Servicer has agreed to
take the actions referred to in this paragraph.
5. The funds in the Collection Account allocable and owing to the
Investor Certificate holder constitutes the property of the Trust or consist of
proceeds in which the Trust has a perfected first priority security interest not
subject to any encumbrances or claims arising through or under the so long as
Collections are deposited by the Servicer into Collection Account within 10 days
after their receipt by the Servicer as required by the Agreement.
6. The bankruptcy, insolvency or appointment of a receiver for the
Seller will not (a) affect the perfection or priority or the enforceability of
the interests of the Trust in the Fleet Receivables and the proceeds thereof or
in funds deposited in the Collection Account (including funds invested by the
Trustee Permitted Investments) or (b) impair the rights of the Investor
Certificate holder to receive payments from the Collection Account of monies
owing to them pursuant to the Agreement.
<PAGE>
Transamerica Life Insurance and Annuity Company, et al
December 30, 1996
Page 5
We express no opinion with respect to the following:
(a) The priority of any of the Trust's interests in the Fleet
Receivables and the proceeds thereof against, or the impairment of such interest
by, (i) interests that arise by operation of law and that do not require any
filing, recording or similar action to take priority over perfected security
interests and (ii) any governmental statutory liens, including, without
limitation, federal, state or local tax liens or liens arising under the
Employee Retirement Income Security Act of 1974, as amended and implemented;
(b) Fleet Receivables arising after the bankruptcy or the
insolvency of the Seller or Fleet or the appointment of a receiver for the
Seller or Fleet;
(c) Payments from the Collection Account consisting of monies,
other than the proceeds of Fleet Receivables;
(d) The effect of non-compliance with the federal Assignment of
Claims Act;
(e) The effect of Section 9306(c) of the Uniform Commercial Code in
effect in the Commonwealth of Pennsylvania (the "UCC") on the rights of the
Trust in the proceeds of Fleet Receivables held by the Seller or Servicer at the
time bankruptcy or insolvency proceedings are instituted by or against the
Seller;
(f) Whether a court in an equitable proceeding might issue a
temporary restraining order or preliminary injunction pending resolution of the
Investor Certificateholder's rights in the Fleet Receivables, the proceeds
thereof or rights to payment generally;
(g) The relationship between the Trustee and the depository of the
Collection Account or the effect of the insolvency of such depository or the
issuer of any investments contained in the Collection Account.
This opinion is given as of the date hereof and is based upon present
laws and court decisions as they exist and are construed as of this date. We
assume no obligation to update or supplement this opinion to reflect any facts
or circumstances which may hereafter come to our attention, or any changes in
laws which may hereafter occur.
<PAGE>
Transamerica Life Insurance and Annuity Company, et al
December 30, 1996
Page 6
The opinions set forth herein are intended only for the benefit of the
parties to which it is addressed, and it is our understanding and intention that
without our written permission this letter will not be delivered to or relied
upon by any other person or entity without our prior written consent.
Very truly yours,
PEPPER, HAMILTON & SCHEETZ
By:_________________________________
A Partner
<PAGE>
EXHIBIT A
---------
Search Schedule
---------------
All searches performed by CSC Networks/Prentice Hall
<TABLE>
Debtor Location of Search Date of Search
------ ------------------ --------------
<C> <C> <C>
1. Fleet Transport Company, Inc. PA Secretary of State December 2O, 1996
2. Fleet Transport Company, Inc. Chester County Prothonotary December 2O, 1996
3. Fleet Transport Company, Inc. Chester County Recorder of Deeds December 2O, 1996
</TABLE>
A-1
<PAGE>
EXHIBIT F-2
(215) 981-4000
December 30, 1996
Transamerica Life Insurance Duff & Phelps Credit Rating Co.
and Annuity Company 55 East Monroe Street
1150 S. Olive Street Chicago,IL 60603
Los Angeles, CA 90015
Re: Pickering Way Funding Trust
---------------------------
Ladies and Gentlemen:
We have acted as special counsel to Pickering Way Funding Corp., a
Delaware corporation (the "Seller"), Chemical Leaman Corporation, a Pennsylvania
corporation (the "Servicer"), and Chemical Leaman Tank Lines, Inc. ("CLTL"), a
Delaware corporation, Quala Systems, Inc. ("Quala"), a Delaware corporation and
Fleet Transport Company, Inc. ("Fleet"), a Delaware corporation (CLTL, Quala and
Fleet, collectively, the "Originators"), in connection with (i) the amendment of
the Receivables Contribution and Purchase Agreement dated as of May 14, 1993 (as
amended from time to time, the "Receivables Purchase Agreement") among the
Seller, the Servicer and the Originators, pursuant to the terms of the Second
Amendment to the Receivables Purchase Agreement of even date herewith (the
"Second Amendment"), (ii) the amendment of the Pooling and Servicing Agreement
dated as of May 14, 1993 (as amended from time to time, the "Pooling and
Servicing Agreement") among the Seller, the Servicer and the Trustee, pursuant
to the terms of the Second Amendment to the Pooling and Servicing Agreement (the
"Second Pooling Amendment") of even date herewith, and (iii) the agreement
of Transamerica Life Insurance and Annuity Company (the "Investor
Certificateholder") to purchase as additional Investor Certificate in the
principal amount of $23,000,000 pursuant to the terms of a letter agreement of
even date herewith (the "Certificate Purchase Agreement") between the Investor
Certificateholder and the Seller. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to them in the Pooling and
Servicing Agreement.
We have examined copies of the executed Second Amendment, the
Receivables Purchase Agreement, the Second Pooling Amendment, the Pooling and
Servicing Agreement and the Certificate Purchase Agreement (collectively, the
"Amendment Documents"). We have also examined and relied on copies of the
Certificate of Incorporation and the By-laws of each of the Seller, the Servicer
and the Originators, resolutions or consents of the Board of Directors of each
of the Seller, the Servicer and the Originators, and such other agreements,
certificates, corporate records, certificates of public officials,
<PAGE>
Transamerica Life Insurance and Annuity Company
Duff & Phelps Credit Rating Co.
Page 2
December 30, 1996
Originators, resolutions or consents of the Board of Directors of each of the
Seller, the Servicer and the Originators, and such other agreements,
certificates, corporate records, certificates of public officials, instruments
and documents, and have made such examinations of law and investigations of
fact, as we have deemed necessary to form the basis of our opinions set forth
herein.
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, and the conformity to the originals
of all documents submitted to us as copies of originals. We have also assumed
that each party to the Amendment Documents, other than the Seller, the Servicer
and the Originators, has the power to enter into and perform all of its
obligations under the Amendment Documents and that the Trustee, the Originators,
the Seller and the Servicer will perform such obligations; that each of the
Amendment Documents has been duly executed and delivered by each party thereto
other than the Seller, the Servicer and the Originators; and that each of the
Amendment Documents is valid and binding on each party thereto, other than the
Seller, the Servicer and the Originators.
As to matters of fact relevant to the opinions set forth herein, we
have relied upon the representations and warranties contained in the Amendment
Documents and upon certificates of officers of the Seller, the Servicer and the
Originators. To the extent that the opinions contained herein are given to the
best of our knowledge, such knowledge means the actual knowledge of those
attorneys within our firm who have provided substantive representation to the
Seller, the Servicer and Originators without investigation and inquiry, and does
not include matters of which such attorneys could be deemed to have constructive
knowledge.
This opinion is limited exclusively to the laws of the Commonwealth of
Pennsylvania, the federal laws of the United States of America and the statutory
provisions of the General Corporation Law of the State of Delaware.
Based on the foregoing and subject to the assumptions and
qualifications hereinafter set forth, we are of the opinion that:
1. Each of the Seller and the Originators is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and, to our knowledge, is duly qualified to do business in all states
where the laws of such state require the Seller or any Originator to be so
qualified and where the failure to so qualify would have a material adverse
affect on its operations or ability to perform its obligations under the
Amendment Documents to which it is a party; and each of the Seller and the
Originators has the corporate power and authority to execute, deliver and
perform under the Amendment Documents to which it is a party.
2. The Servicer is a corporation duly organized, validly existing and
in good standing under the laws of the Commonwealth of Pennsylvania and, to our
knowledge, is duly qualified to do business in all states where the laws of such
state require the Servicer to be so qualified and the failure
<PAGE>
Transamerica Life Insurance and Annuity Company
Duff & Phelps Credit Rating Co.
Page 3
December 30, 1996
to so qualify would have a material adverse affect on its operations or ability
to perform its obligations under the Amendment Documents to which it is a party;
and the Servicer has the corporate power and authority to execute, deliver and
perform under the Amendment Documents to which it is a party.
3. The execution, delivery and performance by each of the Seller, the
Servicer and the Originators of the Amendment Documents to which it is a party
have been duly authorized by all requisite corporate action, and each of the
Amendment Documents have been duly executed and delivered by, as applicable, the
Seller, the Servicer and the Originators, and constitute the valid, binding and
enforceable obligations of, as applicable, the Seller, the Servicer and the
Originators enforceable against such party in accordance with their terms.
4. The execution, delivery and performance by each of the Seller, the
Servicer and the Originators of the Amendment Documents to which it is a party
will not violate (a) any provision of the Certificate of Incorporation or
By-Laws of the Seller, the Servicer or the Originators; (b) any law, rule,
regulation or any order of any court or other agency of government applicable to
the Seller, the Servicer or the Originators of which we have knowledge; or (c)
any provision of any material indenture, agreement or other instrument known to
us to which the Seller, the Servicer or any Originator is a party, or by which
it or any of its properties or assets is bound, or conflict with, result in a
breach of or constitute a default under any such indenture, agreement or other
instrument or result in the creation or imposition of any material lien, charge
or encumbrance of any nature upon any of the properties or assets of the Seller,
Servicer and the Originators known to us.
5. To our knowledge, there is no suit, action or proceeding pending or
threatened against the Seller, the Servicer or the Originators or in which the
Seller, the Servicer or any Originator is a party, before any court,
administrative agency or governmental authority which in any case questions the
validity of any of the transactions contemplated by the Amendment Documents.
The forgoing opinions are subject to the following limitations and
qualifications and are based on the following assumptions:
(a) We express no opinion as to, and our opinion is qualified by,
the effect of any failure to comply with the federal Assignment of Claims Act.
(b) With respect to the opinion set forth in paragraph 3 above, the
rights of the Trustee and the Seller under the Amendment Documents are subject
to the requirement that the Trustee and the Seller act reasonably and in good
faith and, in connection with the enforcement of the rights described therein,
in a commercially reasonable manner.
<PAGE>
Transamerica Life Insurance and Annuity Company
Duff & Phelps Credit Rating Co.
Page 4
December 30, 1996
(c) With respect to the opinion set forth in paragraph 3 above, no
opinion is given as to the right to exercise remedies upon the happening of a
non-material breach of the Amendment Documents (including material breaches of
non-material provisions thereof).
(d) No opinion is given herein as to the existence or quality of
title with respect to, or the creation, validity or priority of any lien on or
security interest in, any collateral or other property.
(e) The opinion set forth in paragraph 3 above is subject to any
limitations that may be imposed by applicable bankruptcy, insolvency, moratorium
or similar laws affecting the rights of creditors generally and by generally
applicable equitable principles. No opinion is given with respect to the
availability of the remedy of specific-performance or other equitable remedies.
This opinion is given as of the date hereof and is based upon present
laws and court decisions as they exist and are construed as of this date. We
assume no obligation to update or supplement this opinion to reflect any facts
or circumstances which may hereafter come to our attention, or any changes in
laws which may hereafter occur.
The opinions set forth herein are intended only for the benefit of the
parties to which it is addressed, and it is our understanding and intention that
without our written permission this letter will not be delivered to or relied
upon by any other person or entity without our prior written consent.
Very truly yours,
PEPPER, HAMILTON & SCHEETZ
By:______________________________
A Partner
<PAGE>
EXHIBIT F-3
(215) 981-4385
December 23, 1996
Transamerica Life Insurance and Duff & Phelps Credit Rating Co.
Annuity Company 55 East Monroe Street
1150 S. Olive Street Chicago, IL 60603
Los Angeles, CA 90015
Re: Pickering Way Funding Trust
---------------------------
Ladies and Gentlemen:
On May 14, 1993, Pickering Way Funding Corp., a Delaware corporation
(the "Seller"), Chemical Leaman Corporation, a Pennsylvania corporation (the
"Servicer"), and Chemical Leaman Tank Lines, Inc., a Delaware corporation
("CLTL"), and Quala Systems, Inc., a Delaware corporation ("Quala") entered into
a structured financing transaction (the "Transaction") that included (i) the
sale and the contribution of the Receivables(1) by the Originators to the Seller
pursuant to the provisions of the Receivables Contribution and Purchase
Agreement dated as of May 14, 1993 (the "Receivables Purchase Agreement") among
the Seller, the Servicer and the Originators, (ii) the subsequent transfer of
the Receivables to the Pickering Way Funding Trust (the "Trust") pursuant to the
provisions of the Pooling and Servicing Agreement dated as of May 14, 1993 (the
"Pooling and Servicing Agreement") among the Seller, the Servicer and the
Trustee, and (iii) the issuance of the Investor Certificate in the principal
amount of $23,000,000 and the Seller Certificate to, respectively, the Investor
Certificateholder and the Seller pursuant to the provisions of the Pooling and
Servicing Agreement.
- -------------------------
1. Unless otherwise defined, capitalized terms used herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.
<PAGE>
December 23, 1996
Page 2
In connection therewith, the law firm of Pepper, Hamilton & Scheetz
issued to you a reasoned tax opinion dated May 13, 1993 (the "Tax Opinion"), to
the effect that, based on the assumptions and subject to the qualifications and
analysis set forth therein, the Investor Certificates will be characterized as
indebtedness of the Seller for Federal income tax purposes; that the Trust is
not subject to Pennsylvania income tax; and that the transfer of the Receivables
by the Seller to the Trust will not result in the realization or recognition of
income by the Seller for Pennsylvania Corporate Net Income Tax purposes.
We have acted as special counsel to the Seller, the Servicer, CLTL,
Quala and Fleet Transport Company, Inc. ("Fleet", and together with CLTL and
Quala, the "Originators") in connection with (i) the Amendment of the
Receivables Purchase Agreement pursuant to the terms of the Second Amendment
thereto of even date herewith, (ii) the amendment of the Pooling and Servicing
Agreement pursuant to the terms of the Second Amendment thereto of even date
herewith, and (iii) the agreement of Transamerica Life Insurance and Annuity
Company (the "Investor Certificateholder") to purchase an additional Investor
Certificate in the principal amount of $3,000,000 pursuant to the terms of a
letter agreement of even date herewith (the "Certificate Purchase Agreement")
between the Investor Certificateholder and the Seller.(2) The Second Amendment
to the Receivables Purchase Agreement, the Second Amendment to the Pooling and
Servicing Agreement and the Certificate Purchase Agreement are referred to
herein collectively as the "Amendment Documents". Unless otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed to them
in the Pooling and Servicing Agreement.
The Amendment Documents provide for certain amendments and
modifications to the documents governing the Transaction (the "Amendments"),
including the following:
a. the extension of the term of the Receivables Purchase Agreement
and Pooling and Servicing Agreement, and the extension of the maturity date of
the Investor Certificates, from December 15, 1997 to December 15, 1999;
b. the addition of Fleet as an Originator; and
c. the provision for the issuance of additional Investor
Certificates in the principal amount of $3,000,000, which the Investor
Certificateholder has agreed to purchase upon the request of the Seller at any
time during the remaining term of the Transaction.
- ------------------------
2. Each of the Receivables Purchase Agreements and the Pooling and Servicing
Agreement were amended by a First Amendment, dated as of December 16, 1994 (the
"First Amendment Documents"). In connection with the First Amendment Documents,
an additional Investor Certificate was issued in the principal amount of
$2,000,000. This firm did not render an opinion in connection with the First
Amendment Documents.
<PAGE>
December 23, 1996
Page 3
In connection with the foregoing, you have asked our opinion with
respect to whether the Amendments will adversely affect the opinions expressed
in the Tax Opinion, both with respect to the existing $25,000,000 investment and
the proposed $3,000,000 additional investment.
Our opinion is based on an examination of the Receivables Purchase
Agreement, the Pooling and Servicing Agreement, the Certificates, the Amendment
Documents, and such other documents, instruments and information as we
considered necessary to form the basis of our opinions set forth herein. As to
matters of fact relevant to the opinions set forth herein, we have relied upon
the representations and warranties contained in the Amendment Documents and upon
certificates of officers of the Seller, the Servicer and the Originators.
Our opinion regarding Federal income taxation is also based upon the
Internal Revenue Code of 1986, as amended (the "Code"), administrative rulings,
judicial decisions, Treasury regulations and other applicable authorities
thereunder, and the opinions regarding Pennsylvania taxation are based on the
relevant Pennsylvania taxing statutes and the authorities thereunder. The
statutory provisions, regulations and interpretations on which our opinions are
based are subject to change, and such changes could apply retroactively. In
addition, there can be no assurance that positions contrary to those stated in
our opinion may not be taken by the Internal Revenue Service or by the
Department of Revenue of the Commonwealth of Pennsylvania.
It is our opinion that the Amendments will have no adverse effect upon
the conclusions reached in the Tax Opinion. In addition, it is our opinion that
if the additional $3,000,000 of Investor Certificates were to be issued as of
the date of this letter pursuant to the Pooling and Servicing Agreement, such
additional amount would also constitute indebtedness for Federal income tax
purposes. Similarly, the Pennsylvania tax consequences applicable to such
additional amount would be the same as for the original amount. We cannot opine
with respect to the consequences of the issuance of such additional Investor
Certificates on a prospective date, since such consequences would be based upon
the state of the Federal and state income tax laws at such time.
This opinion is based upon the assumptions and subject to the
qualifications and analysis set forth in the Tax Opinion, all of which are
incorporated by reference herein.
We are qualified to practice law in the Commonwealth of Pennsylvania.
We do not purport to express an opinion on any laws other than the law of the
Commonwealth of Pennsylvania and the Federal law of the United States.
<PAGE>
December 23, 1996
Page 4
This opinion is being furnished to you solely for your benefit and is
not to be used, circulated, quoted, or otherwise referred to for any purpose
without our express written consent. The opinions rendered herein may not be
relied upon nor may copies thereof be given to any other parties or person
without our prior written consent.
Our rendering of this opinion to you does not obligate us to render any
further opinion to you or to update this opinion at any time in the future.
Very truly yours,
Lisa B. Petkun
a Partner
LBP/pci
<PAGE>
THIRD AMENDMENT TO
POOLING AND SERVICING AGREEMENT
-------------------------------
This THIRD AMENDMENT TO PICKERING WAY FUNDING TRUST POOLING AND
SERVICING AGREEMENT (the "Third Amendment") is made as of March 30, 1997, by and
among Pickering Way Funding Corp., a Delaware corporation (the "Seller"), and
Chemical Leaman Corporation, a Pennsylvania corporation ("CLC" and, in its
capacity as Servicer sometimes referred to herein as "Servicer"), and First
Union National Bank, a national banking association, as successor to First
Fidelity Bank, National Association, successor to Fidelity Bank, National
Association, in its capacity as Trustee (the "Trustee").
Background
----------
I. The Seller, CLC and the Trustee are parties to a Pooling and Servicing
Agreement dated as of May 14, 1993 (as amended from time to time, including by
this Third Amendment, the "Pooling and Servicing Agreement").
1. Pursuant to the Pooling and Servicing Agreement, the Seller conveys
to a trust (the "Trust") certain trade receivables and related assets acquired
from Chemical Leaman Tank Lines, Inc. and Quala Systems, Inc. (collectively, the
"Originators") under a Receivables Contribution and Purchase Agreement among the
Originators, the Seller and CLC dated as of May 14, 1993 (the "Receivables
Purchase Agreement"). The Trust, in turn, has issued a certificate evidencing an
undivided beneficial interest in the Trust to an investor. In addition, the
Servicer services the administration and collection of the receivables and other
assets so conveyed in accordance with the provisions of the Pooling and
Servicing Agreement.
2. Pursuant to a First Amendment to Pooling and Servicing Agreement
dated as of December 16, 1994, the Seller, CLC and the Trustee amended and
supplemented the Pooling and Servicing Agreement to inter alia, (i) extend the
term of the Pooling and Servicing Agreement, (ii) provide for the issuance of an
additional investor certificate in the principal amount of $2,000,000, (iii)
expand the types of receivables that may be conveyed by the Seller to the Trust
under the Pooling and Servicing Agreement, (iv) expand the types of investments
which can be made with funds on deposit in certain accounts under the Pooling
and Servicing Agreement, (v) reduce the percentage of the Trust assets which the
Seller is required to hold, and (vi) reduce the rate of interest paid to the
holders of the Trust's investor certificates.
3. Pursuant to a Second Amendment to Pooling and Servicing Agreement
dated as of December 30, 1996, the Seller, CLC and the Trustee amended and
supplemented the Pooling and Servicing Agreement to inter alia, (i) further
extend the term of the Pooling and Servicing Agreement, (ii) provide for the
issuance of another additional investor certificate in the principal amount of
$3,000,000, (iii) provide for the addition of an additional originator, Fleet
Transport Company, Inc., a Delaware corporation, and (iv) amend and modify
certain other terms and conditions of the Pooling and Servicing Agreement.
<PAGE>
4. The Seller, CLC and the Trustee desire to further amend and
supplement the Pooling and Servicing Agreement in order to amend and modify
certain other terms and conditions, all as set forth herein.
5. Concurrently with the execution hereof, the Originators, the Seller
and CLC are entering into a Third Amendment to the Receivables Purchase
Agreement (the "Third Receivables Purchase Amendment"). It is a condition to the
effectiveness of the Third Receivables Purchase Amendment that this Third
Amendment be executed and delivered to the Seller.
IN CONSIDERATION of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree to the following:
Section I. Defined Terms. For purposes of this Third Amendment, except as
otherwise provided in this Third Amendment, capitalized terms not otherwise
defined in this Third Amendment shall have the meanings assigned to such terms
in the Pooling and Servicing Agreement, as amended and supplemented hereby.
Section II. Amendments to Pooling and Servicing Agreement.
A. The following new definition is hereby added to Section 1.1:
"Third Pooling and Servicing Amendment" shall mean the Third
Amendment to this Agreement dated as of March 30, 1997.
B. The definition "Consolidated Shareholders' Equity" in Section 1.1 is
hereby amended by adding the following language at the end of the definition:
"plus the stock subscription loan receivable in the original
amount of $1,520,000 due from David R. Hamilton."
C. The definition "Early Redemption Premium" contained in Section 1.1
is hereby deleted in its entirety.
D. Section 12.2 "Optional Redemption of Investor Certificates" is
hereby deleted in its entirety.
E. Section 6.1 is hereby amended by adding the following new subsection
(d) immediately after Section 6.1(c):
(d) The Investor Certificates shall be automatically amended
as set forth in the forms of the amended and restated
Investor Certificates attached as Exhibits A, B and C,
respectively, to the Third Pooling and Servicing Amendment.
Upon surrender of the Investor Certificates by the holders
thereof, the amended and restated Investor Certificates shall
be issued to such holders in exchange therefor.
Section III. Consent of Trustee. The Trustee hereby consents to this Third
Amendment and the Third Receivables Purchase Amendment and the transactions
contemplated thereby.
-2-
<PAGE>
Section IV. Effectiveness. The effectiveness of this Third Amendment is
subject to the following conditions.
A. The execution and delivery by the Originators, the Seller and CLC of
the Third Receivables Purchase Amendment;
B. The written consent of the Investor Certificateholder
Representative, substantially in the form attached to this Third Amendment as
Exhibit D, consenting to this Third Amendment and the Third Receivables Purchase
Amendment and the transactions contemplated thereby.
Section V. Authorization/Ratification.
A. Each of the Seller, CLC and the Trustee represent and warrant that
(i) it has taken all action necessary to authorize it to execute, deliver and
perform this Amendment and (ii) each of this Third Amendment and the Pooling and
Servicing Agreement, as amended and supplemented hereby, constitute a valid and
legally binding obligation of it enforceable against it in accordance with its
terms, except as such enforceability may be limited by Debtor Relief Laws.
B. Except as expressly set forth in this Third Amendment, the Pooling
and Servicing Agreement is hereby ratified and confirmed in all respects.
Section VI. Governing Law. This Third Amendment shall be governed and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
excluding its conflict of laws rules.
Section VII. Counterparts. This Third Amendment may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page of this
Third Amendment by telecopy shall be effective as delivery of a manually
executed counterpart of this Third Amendment.
-3-
<PAGE>
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Third Amendment to Pooling and Servicing Agreement as
of the first date written above.
Attest: PICKERING WAY FUNDING CORP.
By: /s/ [Illegible] By: /s/ David M. Boucher
----------------------------------- --------------------------------
Name: Name: DAVID M. BOUCHER
Title: Title: Senior Vice President
Attest: CHEMICAL LEAMAN CORPORATION
By: /s/ [Illegible] By: /s/ David M. Boucher
----------------------------------- --------------------------------
Name: Name: DAVID M. BOUCHER
Title: Title: Senior Vice President
Attest: FIRST UNION NATIONAL BANK, as Trustee
By: /s/ John H. Clapham By: /s/ Alan G. Finn
----------------------------------- --------------------------------
Name: John H. Clapham Name: Alan G. Finn
Title: Vice President Title: Senior Vice President
-4-
<PAGE>
FOURTH AMENDMENT TO
POOLING AND SERVICING AGREEMENT
-------------------------------
This FOURTH AMENDMENT TO PICKERING WAY FUNDING TRUST POOLING AND
SERVICING AGREEMENT (the "Fourth Amendment") is made as of June 11, 1997, by and
among Pickering Way Funding Corp., a Delaware corporation (the "Seller"),
Chemical Leaman Corporation, a Pennsylvania corporation ("CLC" and, in its
capacity as Servicer, sometimes referred to herein as "Servicer"), and First
Union National Bank, a national banking association, as successor to First
Fidelity Bank, National Association, successor to Fidelity Bank, National
Association, in its capacity as Trustee (the "Trustee").
Background
----------
The Seller, CLC and the Trustee are parties to a Pooling and Servicing
Agreement dated as of May 14, 1993 (as amended from time to time, including by
this Fourth Amendment, the "Pooling and Servicing Agreement"). Pursuant to the
Pooling and Servicing Agreement, the Seller conveys to a trust (the "Trust")
certain trade receivables and related assets acquired from Chemical Leaman Tank
Lines, Inc., Quala Systems, Inc. and Fleet Transport Company, Inc.
(collectively, the "Originators") under a Receivables Contribution and Purchase
Agreement among the Originators, the Seller and CLC dated as of May 14, 1993 (as
amended from time to time, the "Receivables Purchase Agreement"). The Trust has
issued certificates evidencing undivided beneficial interests in the Trust to an
investor. In addition, the Servicer services the administration and collection
of the receivables and other assets so conveyed in accordance with the
provisions of the Pooling and Servicing Agreement. The Seller, CLC and the
Trustee desire to amend the Pooling and Servicing Agreement as set forth herein.
IN CONSIDERATION of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree to the following:
Section I. Defined Terms. For purposes of this Fourth Amendment, except
as otherwise provided in this Fourth Amendment, capitalized terms not otherwise
defined in this Fourth Amendment shall have the meanings assigned to such terms
in the Pooling and Servicing Agreement, as amended.
Section II. Amendments to Pooling and Servicing Agreement.
A. The following new definition is hereby added to Section 1.1:
"Fourth Pooling and Servicing Amendment" shall mean the Fourth
Amendment to this Agreement dated as of June 11, 1997.
B. The Required Net Worth provision in Section 3.5(l) is hereby amended
by deleting the amount $21,000,000 and substituting in its place the amount
$15,000,000.
<PAGE>
C. The Termination Event provision set forth in Section 9.1(i) is
hereby deleted in its entirety and in its place is substituted the following
language:
(i) CLC fails to maintain (i) an average Fixed Charge Ratio of
at least 1.75 to 1 for any (12) consecutive Accounting
Periods, or (ii) a minimum Consolidated Shareholders Equity of
at least $15,000,000;
Section III. Consent of Trustee. The Trustee hereby consents to this Fourth
Amendment.
Section IV. Effectiveness. The effectiveness of this Fourth Amendment is
subject to the following conditions:
A. The issuance by CLC of $100,000,000 of Senior Notes due 2005.
B. The written consent of the Investor Certificateholder
Representative, substantially in the form attached to this Fourth Amendment as
Exhibit A, consenting to this Fourth Amendment.
Section V. Authorization/Ratification.
A. Each of the Seller, CLC and the Trustee represent and warrant that
(i) it has taken all action necessary to authorize it to execute, deliver and
perform this Fourth Amendment and (ii) each of this Fourth Amendment and the
Pooling and Servicing Agreement, as amended hereby, constitutes a valid and
legally binding obligation of it enforceable against it in accordance with its
terms, except as such enforceability may be limited by Debtor Relief Laws.
B. The Pooling and Servicing Agreement, as amended by this Fourth
Amendment, is hereby ratified and confirmed in all respects.
Section VI. Governing Law. This Fourth Amendment shall be governed and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
excluding its conflict of laws rules.
Section VII. Counterparts. This Fourth Amendment may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page of this
Fourth Amendment by telecopy shall be effective as delivery of a manually
executed counterpart of this Fourth Amendment.
-2-
<PAGE>
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Fourth Amendment to Pooling and Servicing Agreement as
of the first date written above.
Attest: PICKERING WAY FUNDING CORP.
By: /s/ Susan M. Conapinski By: /s/ David M. Boucher
---------------------------- ---------------------------
Name: Susan M. Conapinski Name: David M. Boucher
Title: Assistant Secretary Title: Senior Vice President
Attest: CHEMICAL LEAMAN CORPORATION
By: /s/ Susan M. Conapinski By: /s/ David M. Boucher
---------------------------- ---------------------------
Name: Susan M. Conapinski Name: David M. Boucher
Title: Assistant Secretary Title: Senior Vice President
Attest: FIRST UNION NATIONAL BANK, as Trustee
By: /s/ Terence C. McPoyle By: /s/ Alan G. Finn
---------------------------------- -----------------------------
Name: TERENCE C. McPOYLE Name: ALAN G. FINN
Title: Vice President Title: Assistant Vice President
-3-
<PAGE>
Transamerica Life Insurance and Annuity Company
1150 S. Olive Street
Los Angeles, CA 90015
Dated as of June 11, 1997
Pickering Way Funding Corp. First Union National Bank, as Trustee
102 Pickering Way 123 South Broad Street
Exton, PA 19341-0200 Philadelphia, PA 19109
Re: Pickering Way Funding Trust -
Fourth Amendment to Pooling and Servicing Agreement
Ladies and Gentlemen:
As the Investor Certificateholder Representative under the Pooling and Servicing
Agreement dated as of May 14, 1993, as amended, among Pickering Way Funding
Corp., a Delaware corporation, Chemical Leaman Corporation, a Pennsylvania
corporation, and First Union National Bank, successor to First Fidelity Bank,
National Association (as successor to Fidelity Bank, National Association), as
Trustee (the "Pooling and Servicing Agreement"), Transamerica Life Insurance and
Annuity Company hereby consents to the Fourth Amendment to the Pooling and
Servicing Agreement in the form attached hereto as Exhibit A.
Very truly yours,
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ John Casparian
--------------------------------
Name: John Casparian
Title: Vice President
A-1
Transamerica Life Insurance and Annuity Company
1150 South Olive Street
Los Angeles, CA 90015
December 30, 1996
Pickering Way Funding Corp. First Union National Bank, as Trustee
102 Pickering Way 123 South Broad Street
Exton, PA 19341-0200 Philadelphia, PA 19109
Re: Pickering Way Funding Trust - Certificate Purchase Agreement
------------------------------------------------------------
Ladies and Gentlemen:
On May 14, 1993, Transamerica Life Insurance and Annuity Company (the
"Purchaser") purchased a Pickering Way Funding Trust Asset Backed Certificate in
the principal amount of $23,000,000 (the "Initial Certificate"), which was
issued pursuant to the Pooling and Servicing Agreement dated as of May 14, 1993
(the "Pooling and Servicing Agreement"), among Pickering Way Funding Corp., a
Delaware corporation (the "Seller"), Chemical Leaman Corporation, a Pennsylvania
corporation (the "Servicer"), and Fidelity Bank, National Association, a
national banking association, predecessor to First Union National Bank, as
trustee (the "Trustee"). On December 16, 1994, the parties to the Pooling and
Servicing Agreement entered into a First Amendment thereto (the "First Pooling
Amendment") in connection with which the Initial Certificate was restated, and
the Purchaser purchased an additional Pickering Way Funding Trust Asset Backed
Certificate in the principal amount of $2,000,000 (the "1994 Certificate", and
together with the restated Initial Certificate, the "Existing Certificates").
Concurrently with the execution of this Agreement, the parties to the Pooling
and Servicing Agreement have entered into a Second Amendment thereto (the
"Second Pooling Amendment"), which provides for, among other things, an
extension to the term of the Pooling and Servicing Agreement.
Unless otherwise defined herein, all capitalized terms used in this
Agreement shall have the meanings set forth in the Pooling and Servicing
Agreement, as amended by the First Pooling Amendment and the Second Pooling
Amendment.
In consideration for the Seller's agreement to extend the term of the
Pooling and Servicing Agreement and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the Purchaser,
and intending to be legally bound hereby, the Purchaser has agreed to purchase
in a private sale an additional Pickering Way Funding Trust Asset Backed
Certificate in the principal amount of $3,000,000 (the "Additional
Certificate"), on the terms and conditions set forth below:
1. Purchase of Additional Certificate. Subject to the terms and conditions
of this Agreement, the Purchaser agrees to purchase the Additional Certificate
from the Trust for a purchase price of $3,000,000 (the "Commitment Amount"),
upon written notice from the Seller that it has elected to issue the Additional
Certificate (the "Take-Down Notice"), which may be given by the Seller to the
Purchaser at any time during the Term of this Agreement.
2. Term of Agreement. The term of this Agreement (the "Terms") shall
commence on the date hereof and shall terminate on the earliest of (i) December
15, 1999, (ii) the Trust Termination Date, or (iii) the date on which the Seller
shall terminate this Agreement by written notice to the Purchaser.
<PAGE>
3. The Closing of the Purchase. The closing of the purchase of the
Additional Certificate (the "Closing") shall be on the date specified by the
Seller in the Take-Down Notice (the "Closing Date"), which shall be a Business
Day not less than ten (10) days (unless a lesser period is agreed to by each of
the parties hereto) or more than thirty (30) days after the date of the
Take-Down Notice. The Closing of the purchase shall be effected by the delivery
to the Purchaser of the Additional Certificate, dated the Closing Date and duly
authenticated by the Trustee, against the Purchaser's payment of the purchase
price in immediately available funds.
4. The Additional Certificate. The Additional Certificate shall be issued
in accordance with the terms and conditions of the Pooling and Servicing
Agreement and, when authenticated by the Trustee, shall be entitled to the
benefits of the Pooling and Servicing Agreement and the other Transaction
Documents. The Additional Certificate shall be substantially in the form of
Exhibit B to the Second Pooling Amendment.
5. Amendment and Restatement of Existing Certificates. The Existing
Certificates shall be automatically amended and restated as of the Closing Date
as set forth in the form of the amended and restated certificates attached as
Exhibits C-1 and C-2 to the Second Pooling Amendment. At the Closing, the
Purchaser shall surrender the Existing Certificates to the Trustee in exchange
for such amended and restated Existing Certificates.
6. Commitment Fee. The Seller agrees to pay to the Purchaser a commitment
fee of one quarter of one percent (0.25%) per annum on the Commitment Amount,
from the date of this Agreement until the earlier of the Closing Date or the
expiration of the Term hereof. This commitment fee shall be payable annually in
advance, commencing on the date of this Agreement and on each anniversary
hereof. If the Closing hereunder occurs or the Term hereof expires between
anniversary dates, the Purchaser shall refund to the Seller the portion of the
annual commitment fee paid by the Seller that is attributable to the remaining
portion of the year.
7. Conditions Precedent to Closing. The obligation of the Purchaser to
purchase the Additional Certificate shall be subject to the following
conditions:
(a) The representations and warranties of the Seller, the Servicer and
each of the Originators contained herein and in the Transaction Documents
shall be true and correct in all material respects on and as of the date of
issuance of the Additional Certificate (except to the extent that a
different date is specified in any such Transaction Document);
(b) No event shall have occurred or condition shall exist, both before
and after giving effect to the issuance of the Additional Certificate,
which would constitute a Termination Event under the Pooling and Servicing
Agreement or the Receivables Purchase Agreement, or which, with the lapse
of time or giving of notice or both, would constitute such a Termination
Event; and
(c) The credit analysis of the investment in the Additional
Certificate shall not have been materially and adversely affected after the
date hereof as a result of a change in applicable law (whether due to the
enactment, adoption, amendment or modification of any law, rule or
regulation, the issuance of any judicial or administrative order, decision
or ruling, or otherwise) relating to any of the legal issues addressed in
the opinions of Pepper Hamilton & Scheetz delivered pursuant to Section
4(d) of the Second Pooling Amendment.
-2-
<PAGE>
8. Representations and Warranties of the Seller. The Seller represents and
warrants to the Purchaser as follows:
(a) The Seller is a corporation duly organized and validly existing
under the laws of the State of Delaware and has full corporate power,
authority and legal right to enter into this Agreement and to execute and
deliver the Additional Certificate pursuant hereto.
(b) The Seller is duly qualified to do business and is in good
standing (or is exempt from such requirement) in any state required in
order to conduct its business, and has obtained all necessary licenses and
approvals with respect to the Seller required under applicable law.
(c) The execution and delivery of this Agreement by the Seller and the
consummation of the transactions provided for in this Agreement have been
duly authorized by the Seller by all necessary corporate action on its
part, and this Agreement has been duly executed by the Seller.
(d) This Agreement constitutes a legal, valid and binding obligation
of the Seller, enforceable against the Seller in accordance with its terms,
except as such enforceability may be limited by Debtor Relief Laws.
(e) The execution, delivery and performance of this Agreement by the
Seller and the issuance of the Additional Certificate will not (i)
contravene its Certificate of Incorporation or By- Laws, (ii) violate any
provision of, or require any filing, registration, consent or approval
under, any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award presently in effect having applicability to
the Seller, except for such filings, registrations, consents or approvals
as have already been obtained and are in full force and effect, (iii)
result in a breach of or constitute a default or require any consent under
any indenture or loan or credit agreement or any other agreement, lease or
instrument to which the Seller is a party or by which it or its properties
may be bound or affected, or (iv) result in, or require, the creation or
imposition of any Lien upon or with respect to any of the properties now
owned or hereafter acquired by the Seller other than as specifically
contemplated by the Pooling and Servicing Agreement.
(f) The execution, delivery and performance of this Agreement by the
Seller and the issuance of the Additional Certificate will not conflict
with or violate in any material respect any Requirements of Law applicable
to the Seller.
(g) All approvals, authorizations, consents, orders or other actions
of any Person or of any governmental body or official required in
connection with the execution, delivery and performance of this Agreement
by the Seller and issuance of the Additional Certificate have been
obtained.
9. Representations of the Purchaser. The Purchaser hereby represents and
agrees as follows:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction in which it was
incorporated and is authorized to invest in the Additional Certificate
being purchased hereby. The person executing this letter on behalf of the
Purchaser is duly authorized to do so on the Purchaser's behalf.
(b) The Purchaser will be acquiring the Additional Certificate for its
own account or for accounts for which it exercises sole investment
discretion for the purpose of investment and
-3-
<PAGE>
not with a view to or for sale in connection with any distribution thereof,
subject nevertheless to any requirement of law that the disposition of the
Purchaser's property shall at all times be and remain within its control,
and further subject to the right of Purchaser to sell the Additional
Certificate pursuant to and in compliance with Rule 144A promulgated under
the Securities Act of 1933, as amended (the "Securities Act").
(c) The Purchaser has received all of the information that it has
requested from the Seller concerning the Additional Certificate, the Trust,
the Seller, the Originators and the Servicer. The Purchaser has reviewed
and understands this information and understands that risks are involved in
an investment in the Additional Certificate. The Purchaser has had an
opportunity to ask questions, and conduct its own investigation concerning
the Trust, the Seller, the Originators and the Servicer, the Additional
Certificate and the security for repayment thereof, and has received
satisfactory answers to such questions and investigation.
(d) The Purchaser has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Additional Certificate and the Purchaser (or any account
referred to above) is able to bear the economic risks of such an
investment.
(e) The Purchaser is a "qualified institutional buyer" (as defined in
Rule 144A promulgated under the Securities Act), and is an "accredited
investor" (as defined in Rule 501 promulgated under the Securities Act).
Since the Purchaser is an insurance company and has made the
representations set forth above, the issuance of the Additional Certificate
to the Purchaser is exempt from qualification under the California
Corporate Securities Law of 1968, as amended, pursuant to Section 25102(i)
thereof.
(f) The Purchaser will comply with all applicable federal and state
securities laws, rules and regulations in connection with any subsequent
resale of the Additional Certificate by the Purchaser.
(g) The Purchaser understands that the Additional Certificate has not
been and will not be registered under the Securities Act or any state
securities act or any other federal or state laws, that neither the Seller
nor the Trustee is required so to register the Additional Certificate, and
that the Additional Certificate may be resold only if registered pursuant
to the provisions of the Securities Act and other applicable federal and
state securities laws, or if an exemption from any requirement of
registration is available.
(h) The Purchaser is not an employee benefit plan, trust or account,
including an individual retirement account, subject to Section 406 of the
Employee Retirement Income Security act of 1974, as amended, or subject to
Section 4975 of the internal Revenue Code of 1986, as amended, or
comparable provisions of any subsequent enactment (any such plan, trust or
account being referred to as "Plan"), a trustee of any Plan, or any entity
whose underlying assets include the assets of any Plan by reason of such
Plan's investment in the entity.
(i) Before the Purchaser sells all or any part of the Additional
Certificate, the Purchaser will (i) obtain from each purchaser of a
Additional Certificate an investment letter, on which the Seller and the
Trust shall be expressly permitted to rely, containing the same
representations, warranties and agreements contained in subsections
(a) through (h) above and in this subsection (i), and (ii) if requested by
the Trustee or the Seller, deliver an opinion of counsel, satisfactory in
form and substance to
-4-
<PAGE>
the Seller and the Trustee, to the effect that such sale is in compliance
with the securities Act and all other applicable federal and state
securities laws.
(j) The Purchaser acknowledges that compliance with the requirements
of subsection (i) above is a condition to registration of the transfer of
the Additional Certificate on the Certificate Register.
10. Amendments, Waivers, Etc. No amendment or waiver of any provision
of this Agreement or consent to any departure by the Purchaser therefrom
shall be effective unless in a writing signed by the Seller and then such
amendment, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. No failure on the
part of the Seller to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right.
11. Notices, Etc. All notices and other communications hereunder
shall, unless otherwise stated herein, be in writing (including facsimile
communication) and sent by any national overnight delivery service, by
telecopy if sender retains proof of telecopy, or delivered, to each party
hereto, at its address set forth below or at such other address as shall be
designated by such party in a written notice to the other parties hereto:
If to Purchaser: Transamerica Life Insurance and
Annuity Company
1150 South Olive Street
Los Angeles, CA 90015
Attention: John Casparian,
Vice President
If to Seller: Pickering Way Funding Corp.
102 Pickering Way
Lionville, PA 19341
Attention: President
If to Trustee: First Union National Bank. as Trustee
123 South Broad Street
Philadelphia, PA 19109
Attention: Corporate Trust Department
Notices and communications by (i) facsimile shall be effective when sent if
a copy of such facsimile, together with proof of such telecopying, is sent by
first class U.S. mail, promptly thereafter to the recipient of such facsimile,
(ii) by national overnight delivery service shall be effective the next Business
Day; and (iii) notices and communications sent by other means shall be effective
when received.
12. Governing Law. This Agreement shall be construed in accordance with the
laws of the Commonwealth of Pennsylvania without reference to its conflict of
law provisions, and the obligations, rights remedies of the parties hereunder
shall be determined in accordance with such laws.
-5-
<PAGE>
13. Further Assurances. The Seller and the Purchaser agree to do and
perform, from time to time, any and all acts and to execute any and all further
instruments reasonably required to more fully effect the purposes of this
Agreement.
14. Counterparts. This Agreement may be executed in one or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
15. Readings. The headings herein are for purposes of reference only and
shall not otherwise affect the meaning or interpretation of any provision of
this Agreement.
If this Agreement is satisfactory to you, please sign the acceptance below
and return this Agreement to the undersigned, whereupon this Agreement will
become binding among us in accordance with its terms.
Very truly yours,
TRANSAMERICA LIFE INSURANCE AND
ANNUITY COMPANY
By: /s/ John M. Casparian
-------------------------------
Name: John M. Casparian
Title: Investment Officer
ACCEPTED AND AGREED:
PICKERING WAY FUNDING CORP.
By: /s/ David M. Boucher
-----------------------
Name: David M. Boucher
Title:
FIRST UNION NATIONAL BANK, successor to FIRST FIDELITY
BANK, NATIONAL ASSOCIATION, as Trustee
By: /s/ Alan G. Finn
-----------------------
Name: Alan G. Finn
Title Assistant Vice President
EXHIBIT 10.40
<PAGE>
BulkTainer(Register Trademark) Mktg Svcs Agmnt
May 18, 1995
BulkTainer(Register Trademark)
C.D. No. ______
BulkTainer(Register Trademark) SERVICE MARKETING SERVICES AGREEMENT
This Agreement is made this 19th day of May, 1995, between UNION
PACIFIC RAILROAD COMPANY, a Utah corporation, maintaining its principal office
at 1416 Dodge Street, Omaha, Nebraska 68179 (herein "UPRR") and CHEMICAL LEAMAN
TANK LINES, Inc., a Delaware corporation, maintaining its principal office at
102 Pickering Way, Exton, PA 19341-0200 (herein "CLTL").
UPRR and CLTL hereby agree to be bound by the following terms and
provlslons:
1. Definitions.
a. BulkTainer(Register Trademark) refers to a UPRR owned or leased
wheelless tank vehicle, which meets ISO, IMO and AAR 600 design specifications
for the transportation of liquid bulk commodities in TOFC (Trailer on Flat Car)
and/or COFC (Container of Flat Car) service on American, Canadian and Mexican
railroads.
b. BulkTainer(Register Trademark) Service is a service provided by
Union Pacific Railroad Company that consists of logistics management for the
movement of bulk liquids from and to points within the United States, Mexico and
Canada in BulkTainers (ISO-type tank containers), including the provision of
said containers. This shall also include rail-served, door-to-door shipments
moving in containers owned or leased by customer from an entity other than UPRR
for customers that have been designated by UPRR.
c. "Chemical Waste" or"Waste" shall mean:
(a) all waste defined or characterized as hazardous waste under the
Resource Conservation and Recovery Act (RCRA) 42 U.S.C. S. 6901 et seq., or
the Comprehensive Environmental Response, Compensation and Liability Act
(CERCLA), 42 U.S.C. S. 9601 et seq., as each may be amended from time to
time, and regulations promulgated thereunder;
(b) all polychlorinated biphenyl (PCB) or PCB-contaminated waste; and
<PAGE>
BulkTainer(Register Trademark) Mktg Svcs Agmnt
May 18, 1995
(c) all waste defined or characterized as hazardous, chemical,
industrial or special waste by either the principal agency of any state of
the United States having jurisdiction over hazardous waste transported
under this Agreement or the principal agency of any foreign jurisdiction
with respect to hazardous waste generated from outside the United States;
PROVIDED, HOWEVER, that the term "Chemical Waste":
(1) Is intended to mean and include those substances which are
not normally expected to be disposed of by employing generally
accepted sanitary landfill disposal methods; and
(2) For purposes of this Agreement, shall include radioactive
wastes;
2. Term. This Agreement will commence on the date first written above and
will remain in effect for a term of one (1) year. This Agreement shall
automatically be renewed for subsequent terms of one year each unless either
party provides written notice of its intention to terminate this Agreement
ninety (90) days prior to the date on which it is to be renewed or unless
otherwise terminated pursuant to the terms of this Agreement.
3. Marketing Services.
a. UPRR hereby retains CLTL to sell BulkTainer(Register Trademark)
Service to customers or classifications of customers specified by UPRR. UPRR
will identify those customers to CLTL upon execution of this Agreement. It is
further agreed that CLTL may sell, price or otherwise commit
BulkTainer(Register Trademark) Service for shipments of Chemical Waste or
Waste, provided however that prior to shipment UPRR shall have obtained from the
Chemical Waste or Waste customer a fully executed CHEMICAL WASTE SHIPPER
AGREEMENT.
b. CLTL will diligently, faithfully, loyally and legally use its best
efforts to solicit and obtain traffic for the BulkTainer(Register Trademark)
Service offered by UPRR. CLTL will exert every effort to uphold the good
reputation of UPRR and will not knowingly, recklessly or negligently
misrepresent the services and/or abilities of UPRR. CLTL specifically
acknowledges that BulkTainer(Register Trademark) Service is a unique service of
UPRR for which CLTL is solely a sales representative.
c. CLTL agrees to sell BulkTainer(Register Trademark) Service subject
to UPRR approved rates, rules, terms and conditions as they are set forth in
UPRR circulars including Exempt 28 - Series and/or as may be set forth in
applicable transportation contracts.
2
<PAGE>
BulkTainer(Register Trademark) Mktg Svcs Agmnt
May 18, 1995
4. Pricing.
a. BulkTainer(Register Trademark) Service is a unique intermodal
service furnished solely by UPRR with a limited amount of equipment over which
UPRR must exercise total control in order to provide this service to as many
customers as possible. [Therefore, with the exception of final pries and
billing, UPRR will retain control over all aspects of BulkTainer(Register
Trademark) Service, e.g., order process from customers, managing the shipment
from origin to destination, coordinating of BulkTainer(Register Trademark)
shipments and maintaining chassis provided by UPRR] All prices will be quoted by
UPRR to CLTL on a door-to-door basis unless otherwise requested by CLTL. The
objective is to provide a true marketing-type relationship between UPRR and
CLTL. This is to be accomplished by joint consultations between UPRR and CLTL
concerning the domestic tank container market and door-to-door service
requirements. Then UPRR will establish an intermodal price for the subject
transportation which will offer customers a competitive transportation option.
b. Each price will be in the form of a customer-specific UP
BulkTainer(Register Trademark) Price Quotation covering each individual
movement. Price Quotations shall remain in effect for ninety (90) days, unless
otherwise provided.
c. UPRR will develop a rate matrix pricing document for CLTL setting
out BulkTainer(Register Trademark) Service's Base Price(s) from and to specific
origin(s) and destination(s). This pricing document shall be updated by UPRR as
often as necessary to incorporate any new origin(s) and/or destination(s),
provided however, the rate matrix pricing document shall be completely reissued
and Base Prices adjusted, as necessary, by UPRR on an annual basis.
d. CLTL will attempt to identify potential new customers, the service
requirements expected by such customers, the carrier(s) currently used by such
customers and the transportation costs currently incurred by such customers.
This information will be furnished to UPRR along with the potential customer's
origin(s), destination(s), commodity and identity of party paying freight
charges.
5. Price.
a. CLTL may recommend to UPRR the level at which UPRR will have to
price BulkTainer(Register Trademark) Service in order to meet competition. UPRR,
after consultation with CLTL, will then establish a competitive door-to-door UP
BulkTainer(Register Trademark) Price Quotation.
3
<PAGE>
BulkTainer(Register Trademark) Mktg Svcs Agmnt
May 18, 1995
b. UPRR agrees that CLTL's Base Price for BulkTainer(Register
Trademark) Service quoted to CLTL under this Agreement will not be higher than
the price quoted to any other entity on BulkTainer(Register Trademark) Service
from and to any similar origins or destinations on like commodities.
c. The pries quoted by UPRR for CLTL's use with customer will include
the base compensation for all services to be provided by UPRR (hereinafter "Base
Price"). CLTL may, at its discretion, attempt to sell the BulkTainer(Register
Trademark) Service at a price higher than that provided by UPRR. If the customer
agrees to the higher price offered by CLTL, UPRR will share the additional
revenue with CLTL as set forth in Appendix A. CLTL must advise UPRR immediately
of the price accepted by the customer.
Notification to UPRR shall be made to:
Product Manager-BulkTainer(Register Trademark) Pricing
Union Pacific Railroad Company
1416 Dodge Street, Room 530
Omaha, NE 68179-0001
Phone No: (402) 271-5499
Fax No: (402) 271-5608
Notification to CLTL shall be made to:
Chemical Leaman Tank Lines, Inc.
102 Pickering Way
Exton, PA 19341-0200
Attn:General Manager Intermodal Service
Phone No: (215) 363-4200
Fax No: (610) 363-4421
c. UPRR will provide price confirmation documents to CLTL for each
quote or series of quotes issued. CLTL shall provide written confirmation of the
transportation charge provided to, billed to and agreed to by the customer.
d. CLTL agrees to notify UPRR in advance, in accordance with UPRR
procedures, of the Bulktainers which will be reloaded and the point to which it
is destined. This includes Bulktainers equipment reloaded via reverse routing.
CLTL agrees to contact UPRR for disposition of empty equipment which cannot be
provided a return load.
4
<PAGE>
BulkTainer(Register Trademark) Mktg Svcs Agmnt
May 18, 1995
6. Billing/Credit.
a. CLTL shall bill the customer the amount set forth in the price
confirmation document for each shipment. The freight bill will indicate CLTL as
the sales representative for UPRR and refer specifically to the product as Union
Pacific BulkTainer(Register Trademark) Service.
b. UPRR will bill CLTL for BulkTainer(Register Trademark) Services
detailing the 1) base price, 2) UPRR's portion of any additional amount that
exceeds the base price. CLTL will pay UPRR the net amount (i.e., price less
commission) within 15 days from the date of UPRR's bill.
c. CLTL will be responsible for collection and payment of all
accessorial charges accrued against customer BulkTainer(Register Trademark)
shipments. UPRR agrees to assist the development of shipment of specific data to
support the accessorial accrual. CLTL will not be required to remit payment for
accessorial charges assessed or incurred by UPRR when: 1) UPRR has failed to
provide CLTL with all documentation that supports the accessorial charges, or 2)
such charges are unpaid by CLTL's "Bill To" party. CLTL may not waive any
accessorial charge(s) unless written authorization granting such waiver is
provided by UPRR.
7. Transition Business. CLTL desires to convert its existing ISO-tank
intermodal business ("Chem Shuttle") to BulkTainer(Register Trademark) Service
as a more efficient service to customers. CLTL agrees to provide UPRR with the
specific origin(s)/destination(s) and rail price information of CLTL's current
ISO-tank intermodal business ("Chem Shuttle"). UPRR agrees to provide CLTL with
the specific origin(s)/destination(s) of select UPRR BulkTainer(Register
Trademark) business. Both parties will analyze the others origin/destination and
price information and determine if the economics meet current revenue
requirements. In the event the price is non-compensatory, then the parties agree
to provide their minimum revenue requirements to each other. If the minimum
revenue requirements and/or customer position will not support the others
revenue needs, then the parties hereto will jointly consider alternative
positions.
8. Recordkeeping and Audits: CLTL shall keep accurate records of shipments
covered by this Agreement, and designated UPRR personnel or UPRR's agent shall,
at reasonable times, have the right to inspect such records kept by CLTL for the
purpose of determining compliance with the terms of this Agreement.
5
<PAGE>
BulkTainer(Register Trademark) Mktg Svcs Agmnt
May 18, 1995
9. CLTL to Furnish Necessary Supplies. Etc. CLTL will, at its own expense,
furnish all superintendence, labor, tools, equipment, materials, supplies and
all other things necessary for providing the Marketing Services.
10. Non-Employee/Non-Agent Status of CLTL. CLTL is not and will not be
considered an employee or an agent of UPRR or any company affiliated with UPRR,
it being the intention of the parties that CLTL is and will remain an
independent contractor and nothing herein will be construed inconsistent with
that status. CLTL will serve only as a sales representative for UPRR's
BulkTainer(Register Trademark) Service in order to procure customers for such
service. CLTL shall not make any representations that it is an agent for UPRR.
Furthermore, CLTL shall not make any representations concerning UPRR or its
service without UPRR's consent.
11. Confidentiality. Both parties acknowledge that CLTL's performance of
the services under this Agreement will result in the sharing of proprietary,
confidential information and the receipt of such information from customers,
prospective customers, or other persons. CLTL agrees that CLTL, its officers,
agents and employees, will treat any such proprietary, confidential information
with the utmost discretion and that they will not disclose such information to
any person, firm or entity without the prior written consent of the owner or
originator of such information; PROVIDED, HOWEVER, that if either party hereto
is required by law, judicial or administrative order or regulation to divulge
any such information to a proper public authority, such disclosure may be made
in a manner that is agreed to and coordinated with the owner or originator of
such information and in such manner as will most effectively protect such
information from further disclosure.
12. Indemnity.
a. Each party shall indemnify, defend and hold the other party harmless
from and against any and all expense, cost and liability to third parties for
loss and damage, including but not limited to loss and damage to commodity,
personal injury, or death, and property or environmental damage, arising out of
or resulting from the wrongful or negligent acts or omissions of such party, its
agents and employees. To the extent the proximate cause of the loss, damage,
personal injury, death, or property or environmental damage cannot be
determined, any amount claimed by the third party shall be apportioned equally
between UPRR and CLTL. To the extent an act or omission of either party is not
the sole cause but contributes to the above loss or damage, each party shall be
liable for only that portion of the loss or damage caused by its negligence.
b. CLTL will indemnify UPRR and hold UPRR harmless against and from any
liability, loss, damage, claims, demands, costs and atterneys' fees arising from
or growing out of any claims or representations by CLTL that go beyond the
authority explicitly granted to CLTL by UPRR.
6
<PAGE>
BulkTainer(Register Trademark) Mktg Svcs Agmnt
May 18, 1995
13. Termination. This Agreement may be terminated by UPRR by giving ninety
(90) days prior written notice to CLTL notwithstanding any other provision in
this Agreement. Written notice may be given by certified U.S. Mail, return
Receipt Requested, wire or facsimile. When given by U.S. Mail notice shall be
deemed to commence as of the postmark date.
14. Assignment. CLTL may not assign or sublet this Agreement, or any
interest therein, without the prior written consent of UPRR. Subject to the
provisions of this Section 14, this Agreement will be binding upon and inure to
the benefit of the parties hereto, their successors and assigns.
15. Non-Waiver. The failure of either party to enforce, or the breach or
waiver of, any provision or term of this Agreement will not be deemed to be a
waiver of such provision or term, or the right of either party thereafter to
enforce such term or provision.
16. Compliance with Applicable Law. In the performance of the work
specified in this Agreement, CLTL will comply with all applicable federal and
state enactments with reference to Employer's Liability, Worker's Compensation,
and Worker's Insurance, and will indemnify and hold harmless UPRR and any
company affiliated with UPRR against and from any and all liability, damages,
claims, demands, costs, and expenses of whatsoever nature due to the existence
of such enactments, or resulting from any claim of subrogation provided for by
such enactments otherwise.
17. Non-Exclusive. This Agreement does not grant CLTL the exclusive right
to perform Marketing Services described in this Agreement. However, CLTL
expressly agrees that it shall solicit transportation business involving
transportation of liquid commodities in BulkTainer(Register Trademark) or in
ISO, IMO or AAR-600 approved intermodal equipment for BulkTainer(Register
Trademark) Service for no entity other than UPRR during the term of this
Agreement.
18. Notice. Any notice given or required to be given to a CLTL or UPRR
pursuant to any provisions of this Agreement shall be given in writing and shall
be personally delivered, transmitted electronically or sent by U.S. registered
mail, with necessary postage prepaid, to the following:
To UPRR: Union Pacific Railroad Company
1416 Dodge Street, Room 530
Omaha, Nebraska 68179-0001
Attn: Manager-BulkTainer Service
Phone: (402) 271-4502
Fax: (402) 271-5608
7
<PAGE>
BulkTainer(Register Trademark) Mktg Svcs Agmnt
May 18, 1995
To CLTL: Chemical Leaman Tank Lines, Inc.
102 Pickering Way
Exton, PA 19341-0200
Attn:General Manager Intermodal Services
Phone: (215) 363-4200
Fax (610) 363-4421
19. Arbitration. If at any time a question or controversy arises between
UPRR and CLTL concerning the construction or interpretation of any part of this
Agreement, or concerning the business or manner of transacting business carried
under its provisions, or concerning the observance or performance of any of the
conditions herein contained or the rights or obligations of either party under
or arising from this Agreement, upon which question the parties cannot agree,
such questions or controversy shall be submitted to binding arbitration in
accordance with the Federal Arbitration Act (9 U.S.C. Section 1 et seq.) and the
Commercial Arbitration Rules of the American Arbitration Association. The
decision of the arbitrator or arbitrators shall be final and binding upon the
parties hereto. Each party to such arbitration shall pay the compensation,
costs, fees, and expenses of its own witnesses, exhibits, and counsel. The
compensation, costs, fees, and expenses of the arbitrator or arbitrators shall
be borne equally by the parties.
20. Entire Understanding. This Agreement, and any Appendix(cies)/Exhibit(s)
constitutes the complete and entire agreement for the services defined herein
and supersedes all prior and contemporaneous proposals, representations,
statements, agreements and promises, express or implied, with respect thereto.
This Agreement may be amended only in a writing signed by the parties.
21. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity or
legality of the remainder of this Agreement.
22. Additional Documents. Either party hereto, upon the request of the
other party, agrees to perform all further acts and execute, acknowledge, and
deliver any documents that may be reasonably necessary, appropriate, or
desirable to carry out the provisions of this Agreement.
8
<PAGE>
BulkTainer(Register Trademark) Mktg Svcs Agmnt
May 18, 1995
IN WITNESS WHEREOF, CLTL and UPRR have executed this Agreement as of the
day and year first above written.
Witness: UNION PACIFIC RAILROAD COMPANY,
/s/ J. W. Maier By /s/ W. J. Rody
- ------------------------ -------------------------------
J. W. Maier W. J. Rody
Market Manager- Assistant Vice President-Chemicals
BulkTainer(Register Trademark)
CHEMICAL LEAMAN TANK LINES, INC
By /s/ [Illegible]
-----------------------------
Date: 5/19/95
--------------------------
9
<PAGE>
BulkTainer(Register Trademark) Mktg Svcs Agmnt
May 18, 1995
BULKTAINER(Register Trademark) SERVICE
MARKETING SERVICES AGREEMENT
APPENDIX A
CLTL will receive the following Compensation for sales and services
provided under this Agreement for specific customers who purchase
BulkTainer(Register Trademark). Service from UPRR as a result of CLTL's efforts:
UPRR will pay CLTL Compensation which will be calculated as shown below.
Compensation refers to the amount of money CLTL will be paid for each
BulkTainer(Register Trademark) shipment moved for a UPRR customer that exceeds
the Base Price set by UPRR. UPRR will pay Compensation to CLTL in accordance
with the following formula:
1. CLTL receives as Compensation, 8% of the base Price.
2. Compensation exceeding the Base Price will be apportioned:
50% - UPRR
50% - CLTL
Example
-------
UPRR Base Price: $3,260
CLTL Sold Price: $4,000
------
Difference: $740
Apportionment
-------------
CLTL UPRR
$3,260.00 X 8% = $261.00 $3,280.00 X 92% = $2,999.00
$740.00 X 50% = $370.00 $ 740.00 X 50% = $ 370.00
------- ---------
Total $631.00 Total $3,369.00
Witness: UNION PACIFIC RAILROAD COMPANY,
/s/ J.W.Maier By /s/ W. J. Rody
- -------------------------- ------------------------------
J.W.Maier W. J. Rody
Assistant Vice President - Chemicals
CHEMICAL LEAMAN TANK LINES, Inc.
By: /s/ [Illegible]
-----------------------------
Date: 5/19/95
--------------------------
10
EXHIBIT 12.1
CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIOS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, -------------------
------------------------------------------ JUNE 30, JUNE 29,
1992 1993 1994 1995 1996 1996 1997
------ ------ ------ ------ ------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Earnings (loss) before income taxes and
extraordinary items.................... $2,093 $ 910 $1,775 $ 551 ($ 116) $ 664 ($2,931)
Fixed Charges............................ 4,936 4,753 5,604 6,512 8,596 3,531 5,095
------ ------ ------ ------ ------ ------ -------
Earnings(1)................................ $7,029 $5,663 $7,379 $7,063 $8,480 $4,195 $ 2,164
====== ====== ====== ====== ====== ====== =======
Fixed Charges:
Interest Expense......................... 4,278 4,016 4,946 5,978 7,553 3,092 4,515
Preferred Dividend Requirements.......... 65 195 325 262 592 270 297
Imputed interest on operating lease
obligations expense interest........... 593 542 333 272 452 169 284
------ ------ ------ ------ ------ ------ -------
Fixed charges(2)........................... $4,936 $4,753 $5,604 $6,512 $8,596 $3,531 $ 5,095
====== ====== ====== ====== ====== ====== =======
Ratio of earnings to fixed
charges(1)/(2)........................... 1.42 1.19 1.32 1.08 N/A 1.19 N/A
====== ====== ====== ====== ====== ====== =======
Deficiency of earnings available to cover
fixed charges............................ N/A N/A N/A N/A $ 116 N/A $2,931
====== ====== ====== ====== ====== ====== =======
</TABLE>
EXHIBIT 21.1
<PAGE>
Chemical Leaman Corporation
Subsidiaries
Company State of Incorporation
------- ----------------------
Chemical Properties, Inc. Pennsylvania
Capacity Management Systems, Inc. Pennsylvania
Core Logistics Management, Inc. Delaware
EnviroPower, Inc. Delaware
Leaman Air Services, Inc. Delaware
Pickering Way Funding Corp. Delaware
Power Purchasing, Inc. Delaware
Chemical Leaman Tank Lines, Inc. Delaware
Fleet Transport Company, Inc. Delaware
Quala Systems, Inc. Delaware
American Transinsurance Group, Inc. Delaware
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report and to all references to our Firm included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
August 4, 1997
CHEMICAL LEAMAN CORPORATION
Certified Corporate Resolution
------------------------------
David M. Boucher hereby certifies that: (i) he is the duly elected and acting
Secretary of Chemical Leaman Corporation, a corporation duly organized and
existing under the laws of the Commonwealth of Pennsylvania (the "Company");
(ii) attached hereto and hereby incorporated herein by reference is a true copy
of a resolution duly adopted by the board of directors of the Company; and
(iii) such resolution has not subsequently been rescinded, amended or otherwise
modified and is still in full force and effect.
August 4, 1997 /s/ David M. Boucher
-------------------------
David M. Boucher
Secretary
<PAGE>
FURTHER RESOLVED, that each director and officer who executes the
Exchange Offer Registration Statement or the Shelf Registration Statement
(collectively the "Registration Statements") or any amendment thereto or any
document in connection therewith (whether for or on behalf of the Company, as a
director or officer of the Company, by attesting to the seal of the Company or
otherwise) be, and each such director and officer hereby is, authorized and
empowered to execute a power of attorney appointing any or all of the Authorized
Officers his true and lawful attorney-in-fact and agent to execute, in his name,
place and stead, in any and all capacities, the Registration Statements and any
and all amendments thereto, including post-effective amendments, and to file the
same with the SEC, each of said attorneys to have full power and authority to do
and perform in the name and on behalf of each of said directors and officers
every act whatsoever necessary or advisable to be done in connection with the
Registration Statements as fully as any such officer or director might or could
do in person.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)___
FIRST UNION NATIONAL BANK
(Name of Trustee)
22-1147033
(I.R.S. Employer Identification No.)
102 PENNSYLVANIA AVENUE, AVONDALE, PENNSYLVANIA
(Address of Principal Executive Offices)
19311
(Zip Code)
CHEMICAL LEAMAN CORPORATION
(Exact name of registrants as specified in their charters)
PENNSYLVANIA
(State of Incorporation)
23-2021808
(I.R.S. Employer Identification No.)
102 PICKERING WAY
EXTON, PA 19341-0200
(610) 363-4200
(Address of Principal Executive Offices)
DEBT SECURITIES
SENIOR NOTES DUE 2005
(Title of Indenture Securities)
<PAGE>
1. General information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to
which it is subject:
Comptroller of the Currency
United States Department of the Treasury
Washington, D.C. 20219
Federal Reserve Bank (3rd District)
Philadelphia, Pennsylvania 19106
Federal Deposit Insurance Corporation
Washington, D.C. 20429
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
3. Voting securities of the trustee.
Furnish the following information as to each class of voting
securities of the trustee:
Not applicable - see answer to item 13.
4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, furnish the following
information:
Not applicable - see answer to item 13.
2
<PAGE>
5. Interlocking directorates and similar relationships with the obligor
or underwriters.
If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or representative
of the obligor or of any underwriter for the obligor, identify each such person
having any such connection and state the nature of each such connection.
Not applicable - see answer to item 13.
6. Voting securities of the trustee owned by the obligor or its
officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner, and
executive officer of the obligor:
Not applicable - see answer to item 13.
7. Voting securities of the trustee owned by underwriters or their
officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter:
Not applicable - see answer to item 13.
8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to securities of the obligor
owned beneficially or held as collateral security for obligations in
default by the trustee:
Not applicable - see answer to item 13.
9. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter any
of which are so owned or held by the trustee:
Not applicable - see answer to item 13.
10. Ownership or holdings by the trustee of voting securities of certain
affiliates or security holders of the obligor.
3
<PAGE>
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge
of the trustee (1) owns 10 percent or more of the voting stock of the obligor or
(2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person:
Not applicable - see answer to item 13.
11. Ownership or holdings by the trustee of any securities of a person
owning 50 percent or more of the voting securities of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the trustee:
Not applicable - see answer to item 13.
12. Indebtedness of the obligor to the trustee.
Except as noted in the instructions, if the obligor is indebted to
the trustee, furnish the following information:
Not applicable - see answer to item 13.
13. Defaults by the obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
None.
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
None
14. Affiliations with the underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not applicable - see answer to item 13.
4
<PAGE>
15. Foreign trustee.
Identify the order or rule pursuant to which the trustee is
authorized to act as sole trustee under indentures qualified or to be
qualified under the Act.
Not applicable - trustee is a national banking association organized
under the laws of the United States.
16. List of Exhibits.
List below all exhibits filed as part of this statement of
eligibility.
1. Copy of Articles of Association of the trustee as now in
- ---- effect.**
2. Copy of the Certificate of the Comptroller of the Currency
- ---- dated January 11, 1994, evidencing the authority of the
trustee to transact business.*
3. Copy of the authorization of the trustee to exercise fiduciary
- ---- powers.*
4. Copy of existing by-laws of the trustee.**
- ----
5. Copy of each indenture referred to in Item 4, if the obligor
- ---- is in default, not applicable.
X 6. Consent of the trustee required by Section 321(b) of the Act.
- ---
X 7. Copy of report of condition of the trustee at the close of
- ---- business on March 31, 1997, published pursuant to the
requirements of its supervising authority.
8. Copy of any order pursuant to which the foreign trustee is
- ---- authorized to act as sole trustee under indentures qualified
or to be qualified under the Act, not applicable.
5
<PAGE>
9. Consent to service of process required of foreign trustees
- ---- pursuant to Rule 10a-4 under the Act, not applicable.
*Previously filed with the Securities and Exchange Commission on February 11,
1994 as an exhibit to Form T-1 in connection with Registration Statement No.
22-73340 and ** previously filed with the Securities and Exchange Commission on
May 5, 1997 as an exhibit to Form T-1 in connection with Registration Statement
No. 333-23791 and incorporated herein by reference.
NOTE
The trustee disclaims responsibility for the accuracy or completeness
of information contained in this Statement of Eligibility and Qualification not
known to the trustee and not obtainable by it through reasonable investigation
and as to which information it has obtained from the obligor and has had to rely
or will obtain from the principal underwriters and will have to rely.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, First Union National Bank, a national banking association organized and
existing under the laws of the United States of America, has duly caused this
Statement of Eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Philadelphia and Commonwealth of
Pennsylvania, on the 9th day of July, 1997.
FIRST UNION NATIONAL BANK
By: /s/Alan G. Finn
-------------------------
Alan G. Finn
Assistant Vice President
6
<PAGE>
EXHIBIT 4
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, and in connection with the proposed issue of Chemical Leaman
Corporation, we hereby consent that reports of examinations by Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.
FIRST UNION NATIONAL BANK
By: /s/Alan G. Finn
-------------------------
Alan G. Finn
Assistant Vice President
Philadelphia, PA
July 9, 1997
<PAGE>
REPORT OF CONDITION EXHIBIT 7
Consolidating domestic and foreign subsidiaries of the First Union National
Bank, Avondale, Pennsylvania, at the close of business on March 31, 1997,
published in response to call made by Comptroller of the Currency, under title
12, United States Code, Section 161. Charter Number 33869 Comptroller of the
Currency Northeastern District.
Statement of Resources and Liabilities
ASSETS
Thousand of Dollars
-------------------
Cash and balance due from depository
institutions:
Noninterest-bearing balances and currency and coin......... 1,589,725
Interest-bearing balances.................................. 144,932
Securities................................................... /////////
Hold-to-maturity securities................................ 406,600
Available-for-sale securities.............................. 2,331,814
Federal funds sold and securities purchased under
agreements to resell ...................................... 2,102,868
Loans and lease financing receivables:
Loan and leases, net of unearned income......19,281,909
LESS: Allowance for loan and lease losses.......243,522
LESS: Allocated transfer risk reserve.................0
Loans and leases, net of unearned income, allowance, and
reserve...................................................... 19,038,387
Assets held in trading accounts.............................. 0
Premises and fixed assets (including capitalized leases)..... 405,170
Other real estate owned...................................... 49,059
Investment in unconsolidated subsidiaries and associated //////////
companies.................................................... 32,905
Customer's liability to this bank on acceptances
outstanding................................................ 45,474
Intangible assets............................................ 411,739
Other assets................................................. 642,043
Total assets................................................. 27,200,716
LIABILITIES
Deposits:
In domestic offices..................................... 21,310,047
Noninterest-bearing......................4,381,335
Interest-bearing........................16,928,712
In foreign offices, Edge and Agreement subsidiaries,
and IBFs................................................ 519,225
Noninterest-bearing............................215
Interest-bearing...........................519,010
Federal funds purchased and securities sold under agreements
to repurchase................................................ 1,771,997
Demand notes issued to the U.S. Treasury..................... 99,991
Trading liabilities.......................................... 0
Other borrowed money:....................................... /////////
With original maturity of one year or less................... 12,151
With original maturity of more than one year............ 14,852
Not Applicable............................................... /////////
Bank's liability on acceptances executed and outstanding..... 45,884
Subordinated notes and debentures............................ 450,000
Other liabilities............................................ 642,872
Total liabilities............................................ 24,867,019
Limited-life preferred stock and related surplus............. 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus................ 160,540
Common Stock................................................. 452,156
Surplus...................................................... 1,300,080
Undivided profits and capital reserves....................... 452,724
Net unrealized holding gains (losses) on available-for-sale
securities.................................................. (31,803)
Cumulative foreign currency translation adjustments.......... 0
Total equity capital......................................... 2,333,697
Total liabilities, limited-life preferred stock and equity
capital.................................................... 27,200,716
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 6-MOS YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1997 JAN-01-1996 JAN-01-1995
<PERIOD-END> JUN-29-1997 DEC-31-1996 DEC-31-1995
<CASH> 14,723 5,788 8,523
<SECURITIES> 0 0 0
<RECEIVABLES> 15,406 36,859 28,850
<ALLOWANCES> 664 570 323
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 40,750 52,177 44,362
<PP&E> 237,645 228,713 186,092
<DEPRECIATION> 127,008 119,924 109,321
<TOTAL-ASSETS> 177,528 182,544 136,405
<CURRENT-LIABILITIES> 31,925 39,751 33,630
<BONDS> 0 0 0
5,318 5,318 2,600
0 0 0
<COMMON> 2,677 2,677 2,810
<OTHER-SE> 10,476 13,046 16,969
<TOTAL-LIABILITY-AND-EQUITY> 177,528 182,544 136,405
<SALES> 0 0 0
<TOTAL-REVENUES> 156,545 281,075 245,706
<CGS> 0 0 0
<TOTAL-COSTS> 154,796 274,433 239,287
<OTHER-EXPENSES> 165 (795) (110)
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 4,515 7,553 5,978
<INCOME-PRETAX> (2,931) (116) 551
<INCOME-TAX> (1,223) (46) 220
<INCOME-CONTINUING> (1,708) (162) 331
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> (199) 0 0
<CHANGES> 0 0 0
<NET-INCOME> (1,907) (162) 331
<EPS-PRIMARY> 0 0 0
<EPS-DILUTED> 0 0 0
</TABLE>
EXHIBIT 99.1
LETTER OF TRANSMITTAL
CHEMICAL LEAMAN CORPORATION
OFFER TO EXCHANGE
ALL OF ITS
10 3/8% SENIOR NOTES DUE 2005
FOR ITS
10 3/8% SENIOR NOTES DUE 2005
PURSUANT TO THE PROSPECTUS DATED ____ __ 1997
------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 1997,
UNLESS EXTENDED.
------------------------------------------------------------------
The Exchange Agent for the Exchange Offer is:
FIRST UNION NATIONAL BANK
By Mail By Hand/Overnight Express:
First Union National Bank First Union National Bank
1525 West W.T. Harris Boulevard 3C3 1525 West W.T. Harris Boulevard 3C3
Charlotte, North Carolina 28288 Charlotte, North Carolina 28288
Attention: Michael Klotz Attention: Michael Klotz
By Facsimile Transmission:
(704) 590-7628
To confirm receipt:
(704) 590-7408
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE
LISTED ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED
HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges receipt of the Prospectus, dated ____ __,
1997 ("Exchange Offer"), of Chemical Leaman Corporation, a Pennsylvania
corporation (the "Company"), relating to the offer of the Company, upon the
terms and subject to the conditions set forth in the Exchange Offer and in this
Letter of Transmittal and the instructions hereto (which together with the
Exchange Offer and the instructions hereto constitute the "Offer"), to exchange
its 10 3/8% Senior Notes due 2005 ("New Notes") for any and all of its
outstanding 10 3/8% Senior Notes due 2005 ("Old Notes"), at the rate of $1,000
principal amount of the New Notes for each $1,000 principal amount of the Old
Notes. Capitalized terms used but not defined herein have the meanings given to
them in the Exchange Offer.
The undersigned has completed the appropriate boxes below and signed
this Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Offer.
1
<PAGE>
This Letter of Transmittal is to be used whether the Old Notes are to
be physically delivered herewith, or whether guaranteed delivery procedures or
book-entry delivery procedures are being used, pursuant to the procedures set
forth under "The Exchange Offer" in the Exchange Offer. If delivery of Old Notes
is to be made by book-entry transfer to the account maintained by the Exchange
Agent at The Depository Trust Company ("DTC"), this Letter of Transmittal need
not be manually executed, provided, however, that tenders of Old Notes must be
effected in accordance with the procedures mandated by DTC and the procedures
set forth in the Exchange Offer under the caption "The Exchange Offer --
Procedures for Tendering Old Notes -- Book Entry Delivery." If a person or
entity in whose name Old Notes are registered on the books of the Registrar (a
"Registered Holder") desires to tender Old Notes and such Old Notes are not
immediately available or time will not permit all documents required by the
Offer to reach the Exchange Agent (or such Registered Holder is unable to
complete the procedure for book-entry transfer on a timely basis) prior to the
Expiration Date, a tender may be effected in accordance with the guaranteed
delivery procedures set forth in the Exchange Offer under the caption "The
Exchange Offer -- Procedures for Exchanging Old Notes -- Guaranteed Delivery
Procedures." See Instruction 1.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Upon the terms and subject to the conditions of the Offer, the
undersigned hereby tenders to the Company the principal amount of the Old Notes
indicated below. Subject to, and effective upon, the acceptance for exchange of
the Old Notes tendered hereby, the undersigned hereby irrevocably sells, assigns
and transfers to or upon the order of the Company all right, title and interest
in and to such Old Notes and hereby irrevocably constitutes and appoints the
Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned
(with full knowledge that said exchange agent also acts as the agent of the
Company) with respect to such Old Notes, with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to take such further action as may be required in connection with the
delivery, tender and exchange of the Old Notes.
The undersigned acknowledges that this Offer is being made in reliance
on an interpretation by the staff of the Securities and Exchange Commission (the
"SEC") that the New Notes issued pursuant to the Exchange Offer in exchange for
the Old Notes may be offered for resale, resold and otherwise transferred by
holders thereof (other than (i) a broker-dealer who purchased Old Notes directly
from the Company for resale pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), or (ii) a person that is an "affiliate"
of the Company within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act provided that such New Notes are acquired in the ordinary course
of such holders' business and such holders have no arrangement with any person
to participate in the distribution of such New Notes. See "Morgan Stanley & Co.
Inc.," SEC No-Action Letter (available June 5, 1991); The Exchange Offer under
the caption "The Exchange Offer -- Resales of the New Notes."
THE UNDERSIGNED UNDERSTANDS AND AGREES THAT THE COMPANY RESERVES THE
RIGHT NOT TO ACCEPT TENDERED OLD NOTES FROM ANY TENDERING HOLDER IF THE COMPANY
DETERMINES, IN ITS SOLE AND ABSOLUTE DISCRETION, THAT SUCH ACCEPTANCE COULD
RESULT IN A VIOLATION OF APPLICABLE SECURITIES LAWS.
The undersigned, if the undersigned is a beneficial holder, represents,
or, if the undersigned is a broker, dealer, commercial bank, trust company or
other nominee, represents that it has received representations from the
beneficial owners of the Old Notes stating, (as defined in the Exchange Offer)
that (i) the New Notes to be acquired in connection with the Exchange Offer by
the Eligible Holder and each Beneficial Owner of the Old Notes are being
acquired by the Eligible Holder (as defined in the Exchange Offer) and each
2
<PAGE>
Beneficial Owner in the ordinary course of business of the Eligible Holder and
each Beneficial Owner, (ii) the Eligible Holder and each Beneficial Owner are
not participating, do not intend to participate, and have no arrangement or
understanding with any person to participate, in the distribution of the New
Notes, (iii) the Eligible Holder and each Beneficial Owner acknowledge and agree
that any person participating in the Exchange Offer for the purpose of
distributing the New Notes must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary
resale transaction of the New Notes acquired by such person and cannot rely on
the position of the staff of the Commission set forth in no-action letters that
are discussed in the Exchange Offer under the caption "The Exchange Offer --
Resales of the New Notes," (iv) that if the Eligible Holder is a broker-dealer
holding Old Notes acquired for its own account as a result of market-making
activities or other trading activities, it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of New
Notes received in respect of such Old Notes pursuant to the Exchange Offer;
provided that the delivery of a Prospectus in connection with the exchange of
Old Notes by such an Eligible Holder will not be deemed an admission that such
Eligible Holder is an underwriter within the meaning of the Securities Act, (v)
the Eligible Holder and each Beneficial Owner understand that a secondary resale
transaction described in clause (iii) above should be covered by an effective
registration statement containing the selling security holder information
required by item 507 of Regulations S-K of the Securities Act and (vi) neither
the Eligible Holder nor any Beneficial Owner is an "affiliate," as defined under
Rule 405 of the Securities Act, of the Company or any of the Guarantors except
as otherwise disclosed to the Company in writing.
In addition, if the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of New Notes. If the undersigned is a broker-dealer holding Old
Notes acquired for its own account as a result of market-making activities or
other trading activities, it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of New Notes received in
respect of such Old Notes pursuant to the Exchange Offer; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
The undersigned understands and acknowledges that the Company reserves
the right in its sole discretion to purchase or make offers for any Old Notes
that remain outstanding subsequent to the Expiration Date or as set forth in the
Exchange Offer under the caption "The Exchange Offer -- Conditions of the
Exchange Offer," to terminate the Exchange Offer and, to the extent permitted by
applicable law, purchase Old Notes in the open market, in privately negotiated
transactions or otherwise. The term of any such purchases or offers could differ
from the terms of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned
accepts the terms and conditions of the Offer, has full power and authority to
tender, exchange, assign and transfer the Old Notes tendered hereby, and that
when the same are accepted for exchange by the Company, the Company will acquire
good and unencumbered title thereto, free and clear of all liens, restrictions
charges and encumbrances and not subject to any adverse claim or right. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Exchange Agent or the Company to be reasonably necessary or
desirable to complete the sale, assignment and transfer the Old Notes tendered
hereby.
The undersigned agrees that all authority conferred or agreed to be
conferred by this Letter of Transmittal and every obligation of the undersigned
hereunder shall be binding upon the successors, assigns, heirs, executors,
administrations, trustees in bankruptcy and legal representatives of the
undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned.
3
<PAGE>
The undersigned understands that tenders of the Old Notes pursuant to
any one of the procedures described under "The Exchange Offer -- Procedures for
Tendering Old Notes" in the Exchange Offer and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company in
accordance with the terms and subject to the conditions of the Offer.
The undersigned understands that by tendering Old Notes pursuant to one
of the procedures describe in the Exchange Offer and the instructions thereto,
the tendering holder will be deemed to have waived the right to receive any
payment in respect of interest on the Old Notes accrued up to the date of
issuance of the New Notes.
The undersigned recognizes that, under certain circumstances set forth
in the Exchange Offer, the Company may not be required to accept for exchange
any of the Old Notes tendered. Old Notes not accepted for exchange or withdrawn
will be returned to the undersigned as the address set forth below unless
otherwise indicated under "Special Delivery Instructions" below.
Unless otherwise indicated herein under the box entitled "Special
Exchange Instructions" below, please deliver New Notes in the name of the
undersigned. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send New Notes to the undersigned
at the address shown below the signature of the undersigned. The undersigned
recognizes that the Company has no obligation pursuant to the "Special Exchange
Instructions" to transfer any Old Notes from the name of the Registered Holder
thereof if the Company does not accept for exchange any of the principal amount
of such Old Notes so tendered.
4
<PAGE>
THE UNDERSIGNED BY COMPLETING THE BOX "DESCRIPTION OF OLD NOTES" BELOW
AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AND MADE
CERTAIN REPRESENTATIONS DESCRIBED HEREIN AND IN THE EXCHANGE OFFER.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(SEE INSTRUCTIONS 1 AND 3 AND THE FOLLOWING PARAGRAPH)
(IMPORTANT: ALSO COMPLETE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S)
Dated: , 199
--------------------------------------------------------------------
If the holder(s) is/are tendering any Old Notes, this Letter of Transmittal must
be signed by the Registered Holder(s) as the name(s) appear(s) on the Old Notes
or on a security position listing or by person(s) authorized to become
Registered Holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or other
person acting in a fiduciary or representative capacity, please set forth full
title. See Instruction 3.
Name(s)
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Capacity:
----------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
-------------------------------------------------
Tax Identification or
Social Security No(s).:
--------------------------------------------------------
(SEE INSTRUCTION 12 AND COMPLETE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution:
Authorized Signature:
----------------------------------------------------------
Printed Name:
------------------------------------------------------------------
Title:
-------------------------------------------------------------------------
Name of Firm:
------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
- ------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
-------------------------------------------------
Dated: , 199
-------------------------------------------------------------------
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE OLD NOTES OR A
NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED
BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
5
<PAGE>
List below the Old Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the certificate numbers and principal
amounts should be listed on a separate signed schedule affixed thereto. See
Instruction 7. The minimum permitted tender is $1,000 principal amount of Old
Notes; all other tenders must be in integral multiples of $1,000.
DESCRIPTION OF OLD NOTES
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
(I) (II) (III) (IV)
AGGREGATE
PRINCIPAL PRINCIPAL
NAME(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE AMOUNT AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S) REPRESENTED TENDERED
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- ------------------------------------------
- ------------------------------------------
- ------------------------------------------
- ------------------------------------------
TOTAL
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
* Unless otherwise indicated in the column labeled "Principal Amount
Tendered" and subject to the terms and conditions of the Offer, the
undersigned will be deemed to have tendered the entire aggregate
principal amount represented by the Old Notes indicated in the column
labeled "Aggregate Principal Amount Represented." See Instruction 8.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING (See Instructions 1 and 3):
Name(s) of Registered Holder(s):
----------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
---------------------
Name of Eligible Institution that Guaranteed Delivery:
-------------------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
-------------------------------------------------------------------
Address:
----------------------------------------------------------------
----------------------------------------------------------------
If delivery of Old Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at DTC, then tenders of Old Notes must
be effected in accordance with the procedures mandated by DTC and the procedures
set forth in the Exchange Offer under the caption "The Exchange Offer --
Procedures for Tendering Old Notes -- Book Entry Delivery."
6
<PAGE>
SPECIAL EXCHANGE INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if Old Notes in a principal amount not exchanged and/or New
Notes are to be registered in the name of or issued to someone other than the
person or persons whose signature(s) appear(s) on this Letter of Transmittal
above.
Issue and mail: (check appropriate box(es)):
[ ] New Notes to: [ ] Old Notes to:
Name(s)
------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(ZIP CODE)
- --------------------------------------------------------------------------------
EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(COMPLETE THE SUBSTITUTE FORM W-9)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if Old Notes in a principal amount not exchanged and/or New
Notes are to be sent to someone other than the person or persons whose
signature(s) appear(s) on this Letter of Transmittal above or to such person or
persons at an address other than that shown in the box entitled "Description of
Old Notes" on this Letter of Transmittal above.
Mail and deliver: (check appropriate box(es)):
[ ] New Notes to: [ ] Old Notes to:
Name(s)
------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(ZIP CODE)
- --------------------------------------------------------------------------------
EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
7
<PAGE>
TO BE COMPLETED BY ALL EXCHANGING HOLDERS
(SEE INSTRUCTION 5)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
PAYER'S NAME:
------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TIN Social security number(s)
Form W-9 IN THE BOX AT RIGHT AND CERTIFY BY OR
SIGNING AND DATING BELOW. -----------------------------------
Employer Identification Numbers
-----------------------------------------------------------------------------------
<S> <C> <C>
Department of the Part 2 - Certificates - Under penalties of perjury, I certify
Treasury that:
Internal Revenue (1) The number shown on this form is my correct taxpayer
Service identification number (or I am waiting for a number to be
Payer's Request for issued for me), and
Taxpayer (2) I am not subject to backup withholding because: (a) I am
Identification exempt from backup withholding, or (b) I have not been
Number ("TIN") notified by the internal Revenue Service (IRS) that I am
subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
Certification Instructions - You must cross out item (2) above if you have
been notified by the IRS that you are currently subject to backup
withholding because of underreporting interest or dividends on your tax
return.
SIGNATURE DATE Part 3 - Waiting TIN / /
--------------------------- ---------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office of (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 31% of all
payments of the Purchase Price made to me thereafter will be withheld until I
provide a number.
Signature Date
-------------------------------- --------------------------
8
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of this Letter of Transmittal and Old Notes: Guaranteed
Delivery Procedures. To be effectively tendered pursuant to the Offer, the Old
Notes, together with a properly completed Letter of Transmittal (or manually
signed facsimile hereof) duly executed by the Registered Holder thereof, and any
other documents required by this Letter of Transmittal must be received by the
Exchange Agent at one of its addresses set forth on the front page of this
Letter of Transmittal and tendered Old Notes must be received by the Exchange
Agent at one of such addresses on or prior to the Expiration Date; provided,
however, that book-entry transfers of Old Notes may be effected in accordance
with the procedures set forth in the Exchange Offer under the caption "The
Exchange Offer -- Procedures For Tendering Old Notes -- Book Entry Delivery." If
the Beneficial Owner of any Old Notes is not the Registered Holder, then such
person may validly tender such person's Old Notes only by obtaining and
submitting to the Exchange Agent a properly completed Letter of Transmittal from
the Registered Holder. LETTERS OF TRANSMITTAL OF OLD NOTES SHOULD BE DELIVERED
ONLY BY HAND OR BY COURIER, OR TRANSMITTED BY MAIL, AND ONLY TO THE EXCHANGE
AGENT AND NOT TO THE COMPANY OR TO ANY OTHER PERSON.
THE METHOD OF DELIVERY OF OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS TO
THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER, AND IF SUCH
DELIVERY IS BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IF OLD NOTES ARE SENT BY MAIL, IT
IS SUGGESTED THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION
DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
If a holder desires to tender Old Notes and such holder's Old Notes are
not immediately available or time will not permit such holder to complete the
procedures for book-entry transfer on a timely basis or time will not permit
such holder's Letter of Transmittal and other required documents to reach the
Exchange Agent on or before the Expiration Date, such holder's tender may be
effected if:
(a) such tender is made by or through an Eligible Institution
(as defined below);
(b) on or prior to the Expiration Date, the Exchange Agent has
received a telegram, facsimile transmission or letter form such
Eligible Institution setting forth the name and address of the holder
of such Old Notes, the certificate number(s) of such Old Notes (except
in the case of book-entry tenders) and the principal amount of Old
Notes tendered and stating that the tender is being made thereby and
guaranteeing that, within three business days after the Expiration
Date, a duly executed Letter of Transmittal, or facsimile thereof,
together with the Old Notes, and any other documents required by this
Letter of Transmittal and Instructions, will be deposited by such
Eligible Institution with the Exchange Agent; and
(c) this Letter of Transmittal, or a manually signed facsimile
hereof, and Old Notes, in proper form for transfer (or a Book-Entry
confirmation with respect to such Old Notes), and all other required
documents are received by the Exchange Agent within three business days
after the Expiration Date.
2. Withdrawal of Tenders. Tendered Old Notes may be withdrawn at any
time prior to 5:00 p.m., New York City time, on the Expiration Date.
9
<PAGE>
To be effective, a written, telegraphic or facsimile transmission
notice of withdrawal must (i) be timely received by the Exchange Agent at one of
its addresses set forth on the first page of this Letter of Transmittal before
the Exchange Agent receives notice of acceptance from the Company, (ii) specify
the name of the person who tendered the Old Notes, (iii) contain the description
of the Old Notes to be withdrawn, the certificate number(s) of such Old Notes
(except in the case of book-entry tenders) and the aggregate principal amount
represented by such Old Notes or a Book-Entry Confirmation with respect to such
Old Notes, and (iv) be signed by the holder of such Old Notes in the same manner
as the original signature appears on this Letter of Transmittal (including any
required signature guarantees) or be accompanied by evidence satisfactory to the
Company that the person withdrawing the tender has succeeded to the beneficial
ownership of the Old Notes. The signature(s) on the notice of withdrawal must be
guaranteed by an Eligible Institution unless such Old Notes have been tendered
(i) by a Registered Holder (which term for purposes of this document shall
include any participant tendering by book-entry transfer) of Old Notes who has
not completed either the box entitled "Special Exchange Instruction" or the box
entitled "Special Delivery Instructions" on this Letter of Transmittal or (ii)
for the account of an Eligible Institution. If the Old Notes have been tendered
pursuant to the procedure for book-entry tender set forth in the Exchange Offer
under the caption "Exchanging Book Entry Old Notes," a notice of withdrawal is
effective immediately upon receipt by the Exchange Agent of a written,
telegraphic or facsimile transmission notice of withdrawal even if physical
release is not yet effected. In addition, such notice must specify, in the case
of Old Notes tendered by delivery of such Old Notes, the name of the Registered
Holder (if different from that of the tendering holder) to be credited with the
withdrawn Old Notes. Withdrawals may not be rescinded, and any Old Notes
withdrawn will thereafter be deemed not validly tendered for purposes of the
Offer. However, properly withdrawn Old Notes may be retendered by following one
of the procedures described under "The Exchange Offer -- Procedures for
Tendering Old Notes" in the Exchange Offer at any time on or prior to the
applicable Expiration Date.
3. Signatures on this Letter of Transmittal, Bond Powers and
Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed
by the Registered Holder of the Old Notes tendered hereby, the signature must
correspond exactly with the name as written on the face of the Old Notes without
any change whatsoever.
If any Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any Old Notes tendered hereby are registered in different names, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal as there are different registrations of Old Notes.
When this Letter of Transmittal is signed by the Registered Holder or
Holders specified herein and tendered hereby, no endorsements of such Old Notes
or separate bond powers are required. If, however, New Notes are to be issued,
or any untendered principal amount of Old Notes are to be reissued to a person
other than the Registered Holder, then endorsements of any Old Notes transmitted
hereby or separate bond powers are required.
If this Letter of Transmittal is signed by a person other than the
Registered Holder or Holders, such Old Notes must be endorsed or accompanied by
appropriate bond powers, in either case signed exactly as the name or names of
the Registered Holder or Holders appear(s) on the Old Notes.
If this Letter of Transmittal or a Notice of Guaranteed Delivery or any
Old Notes or bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate when
signing, and, unless waived by the Company, proper evidence satisfactory to the
Company of their authority so to act must be submitted.
10
<PAGE>
Except as described in this paragraph, signatures on this Letter of
Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by
an Eligible Institution which is a firm which is a member of a registered
national securities exchange or the National Association of Securities Dealers,
Inc., a commercial bank or trust company having an office or correspondent in
the United States or otherwise be an "eligible guarantor institution" within the
meaning of Rule 17Ad-15 under the Exchange Act (each an "Eligible Institution").
Signatures on this Letter of Transmittal or a notice of withdrawal, as the case
may be, need not be guaranteed if the Old Notes tendered pursuant hereto are
tendered (i) by a Registered Holder of Old Notes who has not completed either
the box entitled "Special Exchange Instructions" or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal or (ii) for the account of
an Eligible Institution.
Endorsement on Old Notes or signatures on bond forms required by this
Instruction 3 must be guaranteed by an Eligible Institution.
4. Special Issuance and Delivery Instructions. Tendering holders should
indicate in the applicable box the name and address to which New Notes and/or
substitute Old Notes for the principal amounts not exchanged are to be issued or
sent, if different from the name and address of the person signing this Letter
of Transmittal. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. If no such instructions are given, such Old Notes not exchanged will
be returned to the name and address of the person signing this Letter of
Transmittal.
5. Taxpayer Identification Number and Backup Withholding. Federal
income tax law of the United States requires that a holder of Old Notes whose
Old Notes are accepted for exchange provide the Company with such holder's
correct taxpayer identification number, which, in the case of a holder who is an
individual, is the holder's social security number, or otherwise establish an
exemption from backup withholding. If the Company is not provided with the
holder's correct taxpayer identification number, the exchanging holder of Old
Notes may be subject to a penalty imposed by the Internal Revenue Service. In
addition, interest on the New Notes acquired pursuant to the Offer may be
subject to backup withholding in an amount equal to 31 percent of any interest
payment. If withholding occurs and results in an overpayment of taxes, a refund
may be obtained from the Internal Revenue Service by filing a return.
To prevent backup withholding, each exchanging holder of Old Notes
subject to backup withholding must provide his correct taxpayer identification
number by completing the Substitute Form W-9 provided in this Letter of
Transmittal, certifying that the taxpayer identification number provided is
correct (or that the exchanging holder of Old Notes is awaiting a taxpayer
identification number) and that either (a) the exchanging holder has not been
notified by the Internal Revenue Service that he is subject to backup
withholding as a result of failure to report all interest or dividends or (b)
the Internal Revenue Service has notified the exchanging holder that he is no
longer subject to backup withholding.
Certain exchanging holders of Old Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding requirements. A foreign individual and other exempt holders (e.g.,
corporations) should certify, in accordance with the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9, to such
exempt status on the Substitute Form W-9 provided in this Letter of transmittal.
Nonresident aliens should submit Form W-8, available from the Exchange Agent
upon request.
6. Transfer Taxes. Holders tendering pursuant to the Offer will not be
obligated to pay brokerage commissions or fees or to pay transfer taxes with
respect to their exchange under the Offer unless the box entitled "Special
11
<PAGE>
Issuance Instructions" in this Letter of Transmittal has been completed, or
unless the securities to be received upon exchange are to be issued to any
person other than the holder of the Old Notes tendered for exchange. The Company
will pay all other charges or expenses in connection with the Offer. If holders
tender Old Notes for exchange and the Offer is not consummated, such Old Notes
will be returned to the holders at the Company expense.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes specified in this Letter of
Transmittal.
7. Inadequate Space. If the space provided herein is inadequate, the
aggregate principal amount of the Old Notes being tendered and the security
numbers (if available) should be listed on a separate schedule attached hereto
and separately signed by all parties required to sign this Letter of
Transmittal.
8. Partial Tenders. Tenders of Old Notes will be accepted only in
integral multiples of $1,000. If tenders are to be made with respect to less
than the entire principal amount of any Old Notes, fill in the principal amount
of Old Notes which are tendered in column (iv) of the "Description of Old
Notes." In the case of partial tenders, the Old Notes in fully registered form
for the remainder of the principal amount of the Old Notes will be sent to the
persons(s) signing this Letter of Transmittal, unless otherwise indicated in the
appropriate place on this Letter of Transmittal, as promptly as practicable
after the expiration or termination of the Offer.
Unless otherwise indicated in column (iv) in the box labeled
"Description of Old Notes," and subject to the terms and conditions of the
Offer, tenders made pursuant to this Letter of Transmittal will be deemed to
have been made with respect to the entire aggregate principal amount represented
by the Old Notes indicated in column (iii) of such box.
9. Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder whose Old
Notes have been mutilated, lost, stolen or destroyed should contact the Exchange
Agent at the address indicated above for further instructions.
10. Validity and Acceptance of Tenders. All questions as to the
validity, form, eligibility (including time of receipt), acceptance and
withdrawal of Old Notes tendered for exchange will be determined by the Company
in its sole discretion, which determination shall be final and binding. The
Company reserves the absolute right to reject any and all Old Notes not properly
tendered and to reject any Old Notes the Company's acceptance of which might, in
the judgment of the Company or its counsel, be unlawful. The Company also
reserves the absolute right to waive any defects or irregularities or conditions
of the Exchange Offer as to particular Old Notes either before or after the
Expiration Date (including the right to waive the ineligibility of any holder
who seeks to tender Old Notes in the Exchange Offer). The interpretation of the
terms and conditions of the Exchange Offer (including the Letter of Transmittal
and the instructions thereto) by the Company shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Old Notes for exchange must be cured within such period of time as the
Company shall determine. The Company will use reasonable efforts to give
notification of defects or irregularities with respect to tenders of Old Notes
for exchange but shall not incur any liability for failure to give such
notification. Tenders of the Old Notes will not be deemed to have been made
until such irregularities have been cured or waived.
11. Requests for Assistance or Additional Copies. First Union National
Bank is the Exchange Agent. All tendered Old Notes, executed Letters of
Transmittal and other related documents should be directed to the Exchange Agent
at the addresses or facsimile number set forth on the first page of this Letter
of Transmittal. Questions and requests for assistance and requests for
12
<PAGE>
additional copies of the Prospectus, the Letter of Transmittal and other related
documents should be addressed to the Exchange Agent as follows:
First Union National Bank
1525 West W.T. Harris Boulevard 3C3
Charlotte, North Carolina 28288
Attention: Michael Klotz
Facsimile Transmission:
(704) 590-7628
To confirm receipt:
Tel. (704) 590-7408
13
<PAGE>
CHEMICAL LEAMAN CORPORATION
OFFER TO EXCHANGE
ALL OF ITS OUTSTANDING
10 3/8% SENIOR NOTES DUE 2005
FOR ITS
10 3/8% SENIOR NOTES DUE 2005
-------------------------------------------------------------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON ________ __, 1997,
UNLESS THE EXCHANGE OFFER IS EXTENDED.
-------------------------------------------------------------------
To Our Clients:
Enclosed for your consideration is a Prospectus dated ____ __, 1997
("Prospectus") and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Exchange Offer")
relating to an offer by Chemical Leaman Corporation, a Pennsylvania corporation
("Company"), to exchange all its outstanding 10 3/8% Senior Notes due 2005 ("Old
Notes") for its 10 3/8% Senior Notes due 2005 upon the terms and subject to the
conditions set forth in the Exchange Offer.
WE ARE THE HOLDER OF RECORD OF OLD NOTES HELD BY US FOR YOUR ACCOUNT. A
TENDER FOR EXCHANGE OF SUCH OLD NOTES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED
TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER FOR
EXCHANGE OLD NOTES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender for
exchange on your behalf any or all of such Old Notes held by us for your
account, pursuant to the terms and subject to the conditions set forth in the
Exchange Offer.
Your attention is directed to the following:
1. The Exchange Offer and withdrawal rights will expire at
5:00 P.M., New York City time, on , 1997, unless the Exchange Offer
is extended. Your instructions to us should be forwarded to us in ample time to
permit us to submit a tender on your behalf.
2. The Exchange Offer is made for all Old Notes outstanding,
constituting $100,000,000 aggregate principal amount as of the date of the
Prospectus.
3. The minimum permitted tender is $1,000 principal amount of
Old Notes, and all tenders must be in integral multiples of $1,000.
4. The Offer is conditioned upon the satisfaction of certain
conditions set forth in the Prospectus under the caption "The Exchange
Offer -- Conditions of the Exchange Offer." The Exchange Offer is not
conditioned upon any minimum principal amount of Old Notes being tendered for
exchange.
14
<PAGE>
5. Tendering Eligible Holders (as defined in the Prospectus)
will not be obligated to pay brokerage fees or commissions or, except as set
forth in Instruction 6 of the Letter of Transmittal, transfer taxes applicable
to the exchange of Old Notes pursuant to the Exchange Offer.
6. In all cases, exchange of Old Notes tendered and accepted
for exchange pursuant to the Exchange Offer will be made only after timely
receipt by First Union National Bank ("Exchange Agent") of (i) certificates
representing such Old Notes or timely confirmation of a book-entry transfer of
such Old Notes into the Exchange Agent's account at The Depository Trust Company
("Book-Entry Transfer Facility") pursuant to the procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Procedures for Tendering Old
Notes," (ii) the Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or an
Agent's Message (as defined in the Prospectus) in connection with a book-entry
transfer, and (iii) any other documents required by the Letter of Transmittal.
Accordingly, payment may be made to tendering Eligible Holders at different
times if delivery of the Old Notes and other required documents occurs at
different times.
The Exchange Offer is being made solely by the Prospectus and the
related Letter of Transmittal and is being made to all Eligible Holders of Old
Notes. The Company is not aware of any state where the making of the Exchange
Offer is prohibited by administrative or judicial action pursuant to any valid
state statute. If the Company becomes aware of any valid state statute
prohibiting the making of the Exchange Offer or the acceptance of Old Notes
tendered for exchange pursuant thereto, the Company will make a good faith
effort to comply with any such state statute or seek to have such statute
declared inapplicable to the Exchange Offer. If, after such good faith effort,
the Company cannot comply with such state statute the Exchange Offer will not be
made to, nor will tenders be accepted from or on behalf of, the holders of Old
Notes in such state. In any jurisdiction where the securities, blue sky or other
laws require the Exchange Offer to be made by a licensed broker or dealer, the
Exchange Offer shall be deemed to be made on behalf of the Company by one or
more registered brokers or dealers that are licensed under the laws of such
jurisdiction.
If you wish to have us tender any or all of the Old Notes held by us
for your account, please instruct us by completing, executing and returning to
us the instruction form contained in this letter. If you authorize a tender for
exchange of your Old Notes, the entire aggregate principal amount of such Old
Notes will be tendered for exchange unless otherwise specified in such
instruction form. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO
PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE
EXCHANGE OFFER.
15
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE
CHEMICAL LEAMAN CORPORATION
OFFER TO EXCHANGE
ALL OF ITS
10 3/8% SENIOR NOTES DUE 2005
FOR ITS
10 3/8% SENIOR NOTES DUE 2005
The undersigned acknowledge(s) receipt of your letter enclosing the
Prospectus dated ____ __, 1997, and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Exchange Offer") pursuant to an offer by Chemical Leaman Corporation, a
Pennsylvania corporation, to exchange all of its outstanding 10 3/8% Senior
Notes due 2005 ("Old Notes") for its 10 3/8% Senior Notes due 2005.
This will instruct you to tender the principal amount of Old Notes
indicated below (or, if no number is indicated below, the entire aggregate
principal amount) which are held by you for the account of the undersigned, upon
the terms and subject to the conditions set forth in the Exchange Offer.
- --------------------------------------------------------------------------------
Aggregate Principal Amount of Old Notes to be Tendered:* $
---------------------
Dated: , 199
------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGN HERE
Signature(s):
------------------------------------------------------------------
Please print name(s):
----------------------------------------------------------
Address:
-----------------------------------------------------------------------
Area Code and Telephone Number:
------------------------------------------------
Tax Identification or Social Security Number:
----------------------------------
- --------------------------------------------------------------------------------
* Unless otherwise indicated, it will be assumed that the entire principal
amount of the Old Notes held by us for your account are to be tendered for
exchange. The minimum permitted tender is $1,000 principal amount of Old
Notes; all other tenders must be in integral multiples of $1,000.
16
<PAGE>
CHEMICAL LEAMAN CORPORATION
OFFER TO EXCHANGE
ALL OF ITS OUTSTANDING
10 3/8% SENIOR NOTES DUE 2005
FOR ITS
10 3/8% SENIOR NOTES DUE 2005
-------------------------------------------------------------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON ________ __, 1997,
UNLESS THE EXCHANGE OFFER IS EXTENDED.
-------------------------------------------------------------------
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Chemical Leaman Corporation, a Pennsylvania corporation ("Company"), is
offering to exchange all of its outstanding 10 3/8% Senior Notes due 2005 ("Old
Notes") for its 10 3/8% Senior Notes due 2005 upon the terms and subject to the
conditions set forth in the Prospectus dated ____ __, 1997 ("Prospectus") and in
the related Letter of Transmittal (which, together with any amendment or
supplements thereto, collectively constitute the "Exchange Offer") enclosed
herewith.
The Exchange Offer is conditioned upon satisfaction of certain
conditions set forth in the Prospectus under the caption "The Exchange Offer --
Conditions of the Exchange Offer." The Exchange Offer is not conditioned upon
any minimum principal amount of Old Notes being tendered for exchange.
Enclosed herewith for your information and forwarding to your clients
for whose accounts you hold Old Notes registered in your name or in the name of
your nominee are copies of the following documents:
1. The Prospectus dated ____ __, 1997.
2. The blue Letter of Transmittal to tender Old Notes for
exchange (for your use and for the information of your clients).
Facsimile copies of the Letter of Transmittal may be used to tender Old
Notes for exchange.
3. The gray Notice of Guaranteed Delivery (to be used to
tender Old Notes for exchange if certificates for Old Notes are not
immediately available or if such certificates for Old Notes and all
other required documents cannot be delivered to First Union National
Bank ("Exchange Agent") on or prior to the Expiration Date or if the
procedures for book-entry transfer cannot be completed on a timely
basis).
4. A yellow printed form of letter which may be sent to your
clients for whose accounts you hold Old Notes registered in your name
or in the name of your nominee, with space provided for obtaining such
clients' instructions with regard to the Exchange Offer.
5. Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
17
<PAGE>
6. A return envelope addressed to the Exchange Agent.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTRACT YOUR CLIENTS
AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE EXCHANGE OFFER AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1997, UNLESS THE
EXCHANGE OFFER IS EXTENDED.
In order for Old Notes to be validly tendered pursuant to the Exchange
Offer, (i) a duly executed and properly completed Letter of Transmittal (or a
facsimile thereof) together with any required signature guarantees, or an
Agent's Message (as defined in the Prospectus) in connection with a book-entry
delivery of Old Notes, and any other documents required by the Letter of
Transmittal, must be received by the Depositary on or prior to the Expiration
Date, and (ii) either certificates representing tendered Old Notes must be
received by the Exchange Agent or such Old Notes must be tendered by book-entry
transfer into the Exchange Agent account maintained at the Book-Entry Transfer
Facility (as described in the Prospectus), and Book-Entry Confirmation must be
received by the Exchange Agent, all in accordance with the instructions set
forth in the Letter of Transmittal and the Prospectus
If an Eligible Holder (as defined in the Prospectus) desires to tender
Old Notes for exchange pursuant to the Exchange Offer and such Eligible Holder's
Old Note certificates are not immediately available or such Eligible Holder
cannot deliver the Old Note certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date, or such Eligible Holder
cannot complete the procedure for delivery by book-entry transfer on a timely
basis, such Old Notes may nevertheless be tendered for exchange by following the
guaranteed delivery procedures specified in the Prospectus under the caption
"The Exchange Offer -- Procedures for Tendering Old Notes -- Guaranteed Delivery
Procedures."
The Company will not pay any fees or commissions to any broker or
dealer or any other person for soliciting tenders of Old Notes pursuant to the
Exchange Offer. The Company will, however, upon request, reimburse you for
customary mailing and handling expenses incurred by you in forwarding any of the
enclosed materials to your clients. The Company will pay or cause to be paid any
transfer taxes applicable to the exchange of Old Notes pursuant to the Exchange
Offer, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
Any inquiries you may have with respect to the Exchange Offer should be
addressed to the Exchange Agent, at its address and telephone numbers set forth
on the back cover of the Prospectus. Additional copies of the enclosed material
may be obtained from the Exchange Agent.
Very truly yours,
Chemical Leaman Corporation
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR ANY
AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS THEREIN.
18
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
CHEMICAL LEAMAN CORPORATION
OFFER TO EXCHANGE
ALL OF ITS OUTSTANDING
10 3/8% SENIOR NOTES DUE 2005
FOR ITS
10 3/8% SENIOR NOTES DUE 2005
As set forth in Prospectus described below, this Notice of Guaranteed
Delivery or one substantially equivalent hereto must be used to tender for
exchange 10 3/8% Senior Notes due 2005 ("Old Notes"), of Chemical Leaman
Corporation, a Pennsylvania corporation ("Company"), pursuant to the Exchange
Offer (as defined below) if certificates for Old Notes are not immediately
available or the certificates for Old Notes and all other required documents
cannot be delivered to the Exchange Agent on or prior to the Expiration Date (as
defined in the Prospectus), or if the procedures for delivery by book-entry
transfer cannot be completed on a timely basis. This instrument may be delivered
by hand or transmitted by facsimile transmission or mail to the Exchange Agent.
The Exchange Agent for the Exchange Offer is:
FIRST UNION NATIONAL BANK
By Mail By Hand/Overnight Express:
First Union National Bank First Union National Bank
1525 West W.T. Harris Boulevard 3C3 1525 West W.T. Harris Boulevard 3C3
Charlotte, North Carolina 28288 Charlotte, North Carolina 28288
Attention: Michael Klotz Attention: Michael Klotz
By Facsimile Transmission:
(704) 590-7628
Confirm by telephone:
(704) 590-7408
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution under the Instructions to the Letter of
Transmittal, such signature guarantee must appear in the applicable space
provided in the signature box in the Letter of Transmittal.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 1997,
UNLESS THE EXCHANGE OFFER IS EXTENDED.
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1
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and
subject to the conditions set forth in the Prospectus dated ___________ , 199
("Prospectus") and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the "Exchange
Offer"), receipt of each of which is hereby acknowledged, the principal amount
of Old Notes indicated below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer -- Procedures for
Tendering Old Notes -- Guaranteed Delivery Procedures."
Signature(s)
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Name(s) of Eligible Holders
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE TYPE OR PRINT
Principal Amount of Old Notes Tendered for
Exchange $
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Old Note Certificate No(s). (If available
---------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dated , 199
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Address(es)
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- --------------------------------------------------------------------------------
Zip Code
Area Code and Tel. No.(s)
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(Check box if shares will be tendered by book-entry transfer)
[ ] The Depository Trust Company
Account Number
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2
<PAGE>
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, an Eligible Institution (as defined in the Prospectus),
having an office or correspondent in the United States, hereby guarantees to
either deliver to the Exchange Agent the certificates representing all the Old
Notes tendered hereby, in proper form for transfer, or to deliver such Old Notes
pursuant to the procedure for book-entry transfer into the Exchange Agent's
account at The Depository Trust Company, in either case together with the Letter
of Transmittal (or a facsimile thereof),properly completed and duly executed,
with any required signature guarantees or an Agent's Message (as defined in the
Prospectus) in the case of a book-entry transfer, and any other required
documents, all within three New York Stock Exchange trading days after the date
hereof.
- --------------------------------------------------------------------------------
- -------------------------------------- ---------------------------------------
Name of Firm Authorized Signature
- -------------------------------------- ---------------------------------------
Address Please Type or Print
- -------------------------------------- ---------------------------------------
Zip Code
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS NOTICE. CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
