exv10w1



 



EXECUTION COPY


EXHIBIT 10.1


ASSET PURCHASE AGREEMENT



AMONG



US LIQUIDS, INC.



US LIQUIDS OF DETROIT, INC.



USL FIRST SOURCE, INC.



US LIQUIDS OF FLORIDA, INC.



WASTE RESEARCH AND RECOVERY, INC.



USL MANAGEMENT LIMITED PARTNERSHIP



AND



EQ DETROIT, INC.



EQ FLORIDA, INC.



EQ AUGUSTA, INC.



EQ MOBILE RECYCLING, INC.



DATED: FEBRUARY 2, 2004



 






 





EXECUTION COPY


TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Section Number	Description	 	Page Number
	
	
	 	

	1 SALE AND PURCHASE OF ASSETS
	 	 	1	 
	 	1.1 Sale and Purchase of Assets; Assumed Liabilities
	 	 	1	 
	 	 	1.1.1 General
	 	 	1	 
	 	 	1.1.2 Purchased Assets
	 	 	1	 
	 	 	1.1.3 Allocation
	 	 	3	 
	 	 	1.1.4 Prorations
	 	 	3	 
	 	 	1.1.5 Assumed Liabilities
	 	 	4	 
	 	 	1.1.6 Retained Liabilities
	 	 	4	 
	 	 	1.1.7 Excluded Assets
	 	 	4	 
	 	1.2 Consideration for Purchase
	 	 	5	 
	 	 	1.2.1 Purchase Price
	 	 	5	 
	 	 	1.2.2 Estimated Closing Working Capital Adjustment
	 	 	5	 
	 	 	1.2.3 Final Working Capital Adjustment
	 	 	6	 
	 	1.3 The Closing
	 	 	7	 
	 	1.4 Other Agreements
	 	 	8	 
	 	 	1.4.1 Employees
	 	 	8	 
	 	 	1.4.2 IMS Software
	 	 	8	 
	 	 	1.4.3 Payments Received
	 	 	8	 
	2 REPRESENTATIONS AND WARRANTIES
	 	 	9	 
	 	2.1 Representation and Warranties of the Seller
	 	 	9	 
	 	 	2.1.1 Organization and Qualification
	 	 	9	 
	 	 	2.1.2 Authority Relative to This Agreement
	 	 	10	 
	 	 	2.1.3 Consents and Approvals; No Violation
	 	 	10	 
	 	 	2.1.4 Financial Statements
	 	 	11	 
	 	 	2.1.5 Absence of Certain Changes or Events
	 	 	11	 
	 	 	2.1.6 Title to the Purchased Assets; Defects
	 	 	12	 
	 	 	2.1.7 Real Property
	 	 	13	 
	 	 	2.1.8 Patents, Trademarks and Similar Rights
	 	 	17	 
	 	 	2.1.9 Certain Contracts
	 	 	18	 
	 	 	2.1.10 Litigation; Compliance
	 	 	19	 
	 	 	2.1.11 Environmental and Occupational Matters
	 	 	20	 
	 	 	2.1.12 Labor Matters
	 	 	23	 
	 	 	2.1.13 Pension and Benefit Plans and Compliance
	 	 	23	 
	 	 	2.1.14 Licenses and Permits
	 	 	24	 
	 	 	2.1.15 Insurance
	 	 	25	 
	 	 	2.1.16 Inventories
	 	 	25	 
	 	 	2.1.17 Taxes
	 	 	25	 
	 	 	2.1.18 Illegal Payments
	 	 	26	 
	 	 	2.1.19 Suppliers and Customers
	 	 	26	 
	 	 	2.1.20 Absence of Undisclosed Liabilities
	 	 	27	 



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	Section Number	Description	 	Page Number
	
	
	 	

	 	 	2.1.21 Insider and Inter-Company Transactions
	 	 	27	 
	 	 	2.1.22 Seller’s Conflicts
	 	 	27	 
	 	2.2 Representations and Warranties of Buyer
	 	 	27	 
	 	 	2.2.1 Organization
	 	 	27	 
	 	 	2.2.2 Authority Relative to This Agreement
	 	 	28	 
	 	 	2.2.3 No Violation
	 	 	28	 
	 	 	2.2.4 Financing
	 	 	28	 
	 	 	2.2.5 Litigation; Compliance
	 	 	28	 
	3 COVENANTS
	 	 	29	 
	 	3.1 Covenants of Seller
	 	 	29	 
	 	 	3.1.1 Continuing Due Diligence
	 	 	29	 
	 	 	3.1.2 Access for Audit
	 	 	29	 
	 	 	3.1.3 Accuracy of Representations
	 	 	29	 
	 	 	3.1.4 Operation of Business
	 	 	29	 
	 	 	3.1.5 Preserve Business
	 	 	30	 
	 	 	3.1.6 Insurance
	 	 	30	 
	 	 	3.1.7 Approval of Sale of Purchased Assets
	 	 	31	 
	 	 	3.1.8 Consents
	 	 	31	 
	 	 	3.1.9 Updated Exhibits
	 	 	31	 
	 	 	3.1.10 Title Policies and Surveys
	 	 	32	 
	 	 	3.1.11 Discharge of Certain Liens
	 	 	34	 
	 	 	3.1.12 Fines and Probation
	 	 	34	 
	 	 	3.1.13 Confidentiality and Non-Compete Agreements
	 	 	35	 
	 	 	3.1.14 Customers and Suppliers
	 	 	35	 
	 	 	3.1.15 Employee Notification
	 	 	35	 
	 	 	3.1.16 Further Assurances
	 	 	35	 
	 	 	3.1.17 Publicity
	 	 	35	 
	 	 	3.1.18 No Shop
	 	 	35	 
	 	3.2 Covenants of Buyer
	 	 	36	 
	 	 	3.2.1 Accuracy of Representations
	 	 	36	 
	 	 	3.2.2 Approval of Purchase of Assets
	 	 	36	 
	 	 	3.2.3 Publicity
	 	 	36	 
	 	 	3.2.3 Access to Books and Records
	 	 	36	 
	 	 	3.2.4 Further Assurances
	 	 	36	 
	4 CONDITIONS TO CLOSING
	 	 	36	 
	 	4.1 Conditions to Buyer’s Obligations
	 	 	36	 
	 	 	4.1.1 Accuracy of Seller’ Representations and Warranties
	 	 	37	 
	 	 	4.1.2 Compliance with Covenants
	 	 	37	 
	 	 	4.1.3 Certificate of Officers
	 	 	37	 
	 	 	4.1.4 Consents
	 	 	37	 
	 	 	4.1.5 No Litigation
	 	 	37	 
	 	 	4.1.6 No Casualty
	 	 	37	 
	 	 	4.1.7 Delivery of Other Documents
	 	 	37	 
	 	 	4.1.8 Changes in Exhibits
	 	 	37	 
	 	 	4.1.9 Title Policies
	 	 	38	 
	 	 	4.1.10 Discharge of Certain Liens
	 	 	38	 



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	Section Number	Description	 	Page Number
	
	
	 	

	 	 	4.1.11 Operation of Business
	 	 	38	 
	 	 	4.1.12 Fine and Probation
	 	 	38	 
	 	 	4.1.13 Confidentiality and Non-Compete Agreements
	 	 	38	 
	 	 	4.1.14 Due Diligence
	 	 	38	 
	 	 	4.1.16 Certain Assets
	 	 	39	 
	 	4.2 Conditions to Seller’s Obligations
	 	 	39	 
	 	 	4.2.1 Accuracy of Buyer’s Representations and Warranties
	 	 	39	 
	 	 	4.2.2 Compliance with Covenants
	 	 	39	 
	 	 	4.2.3 Certificate of Buyer’s Officer
	 	 	39	 
	 	 	4.2.4 Fine and Parole
	 	 	40	 
	 	 	4.2.5 Consents
	 	 	40	 
	 	 	4.2.6 No Litigation
	 	 	40	 
	 	 	4.2.7 Delivery of Other Documents
	 	 	40	 
	5 WARRANTIES; INDEMNIFICATION
	 	 	40	 
	 	5.1 Survival
	 	 	40	 
	 	5.2 Seller’s Indemnification of Buyer
	 	 	40	 
	 	5.3 Buyer’s Indemnification of Seller
	 	 	41	 
	 	5.4 Defense of Claims
	 	 	42	 
	 	5.5 Limitations on Liability
	 	 	43	 
	6 TERMINATION
	 	 	43	 
	 	6.1 Right to Terminate
	 	 	43	 
	 	6.2 Remedies Upon Termination
	 	 	44	 
	7 MISCELLANEOUS
	 	 	44	 
	 	7.1 Expenses
	 	 	44	 
	 	7.2 Transfer and Other Taxes
	 	 	44	 
	 	7.3 Finder’s Fee
	 	 	44	 
	 	7.4 Notices
	 	 	44	 
	 	7.5 Entire Agreement
	 	 	45	 
	 	7.6 Governing Law and Forum
	 	 	45	 
	 	7.7 Counterparts
	 	 	45	 
	 	7.8 Interpretation
	 	 	45	 
	 	7.9 Severability
	 	 	45	 
	 	7.10 Waiver and Amendments
	 	 	45	 
	 	7.11 Binding Effect; Successors and Assigns
	 	 	46	 
	 	7.12 Time is of the Essence
	 	 	46	 



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EXECUTION COPY




ASSET PURCHASE AGREEMENT



     THIS ASSET PURCHASE AGREEMENT is made as of February 2, 2004 by and among
US Liquids Inc., a Delaware corporation (“Parent”), USL Management Limited
Partnership (“Partnership”), a Texas limited partnership, US Liquids of
Detroit, Inc., a Michigan corporation, USL First Source, Inc., a Maryland
corporation, US Liquids of Florida, a Florida corporation, Waste Research and
Recovery, Inc., a Georgia corporation (jointly and severally referred to herein
as “Seller”), and EQ Detroit, Inc., a Michigan corporation, EQ Florida, Inc., a
Michigan corporation, EQ Augusta, Inc., a Michigan corporation, and EQ Mobile
Recycling, Inc., a Michigan corporation, (sometimes hereinafter collectively
referred to as “Buyer”).


RECITALS



     A.     Seller engages in the business of providing various industrial waste
services including collection, processing, recycling, disposal and specialty
waste management at its Detroit, Michigan, Tampa, Florida, Augusta, Georgia and
Winston-Salem, North Carolina facilities (collectively, the “Businesses”).


     B.     Seller desires to sell substantially all of the assets of the
Businesses, among other assets identified herein, to Buyer, and Buyer desires
to purchase such assets, on the terms and conditions set forth below.


     THEREFORE, the parties agree as follows:


1 SALE AND PURCHASE OF ASSETS.



     1.1 Sale and Purchase of Assets; Assumed Liabilities.


          1.1.1 General. Upon the terms and subject to the conditions of this
Agreement, at the Closing (as defined in Section 1.3), each Buyer shall
purchase from Seller, and Seller shall sell to each Buyer, the Purchased Assets
(as defined in Section 1.1.2), as described on Exhibit 1.1.1(i). At Closing,
the general instrument of conveyance, together with the bills of sale and
deeds, in the form attached as Exhibit 1.1.1(ii), shall be duly executed by
Seller and Buyer.



          1.1.2 Purchased Assets. Subject to the terms of this Agreement, each
Seller hereby agrees to sell, convey, transfer, assign, and deliver to the
Buyer specified on Exhibit 1.1.1(i) and each Buyer specified on Exhibit
1.1.1(i) agrees to purchase on the Closing Date, all of the assets used in
connection with, and necessary for the operation of, the respective Businesses
(subject to any exceptions explicitly set forth in writing in this Agreement or
the Exhibits attached hereto), including, without limitation, the following
assets owned or used by Seller in the conduct of the Businesses




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(collectively the “Purchased Assets”), which shall be purchased by the
respective Buyer as described on, Exhibit 1.1.1(i):



		
	 	     (a) the Owned Real Property (defined in Section 2.1.7(a)(i)) and the
structures, improvements, buildings and facilities located thereon and
the leases in connection with the Leased Real Property (defined in
Section 2.1.7(b));
	 
	 	     (b) all machinery, equipment, tools, tooling, vehicles, furniture,
fixtures, office equipment, supplies, spare and service parts, computers,
computer hardware, engineering and other drawings, geological and other
surveys, reports, studies, processes, designs, formulas, computer
programs, inventions, proprietary manufacturing techniques, technology,
quality ratings and other tangible personal property (“Machinery and
Equipment”), including those listed on Exhibit 1.1.2(b);
	 
	 	     (c) all of Seller’s contracts and agreements in connection with the
Businesses, including the Contracts (as defined in Section 2.1.9);
	 
	 	     (d) all licenses and permits which are described on Exhibit 2.1.14
(the “Permits”);
	 
	 	     (e) except as set forth on Exhibit 1.1.2(e), all computer software
(including licensed software), including a copy of the related source
code and object code, together with all additions, modifications,
updates, and enhancements thereto; all design specifications related to
the foregoing software, including, but not limited to, program
descriptions, system flow charts, file layouts, report layouts, screen
layouts, all other computer program documentation; all user’s manuals,
training manuals, sales literature, and other system and operations
documentation related to the foregoing software, which are necessary or
helpful to the operation of the Businesses;
	 
	 	     (f) except as set forth on Exhibit 1.1.2(f), all rights and claims
against third parties related to the Purchased Assets and the Assumed
Liabilities (as defined in Section 1.1.5), including, but not limited to,
all rights against suppliers under warranties covering any of the
Purchased Assets and all indemnification rights against third parties in
connection with the Purchased Assets, specifically including any such
rights described in the Purchase and Sale of Assets Agreement, dated May
1, 1998, among USL City Environmental, Inc., City Management Corporation
and USA Waste Services, Inc. (to the extent assignable);
	 
	 	     (g) except as set forth on Exhibit 1.1.2(g), all intellectual
property and other intangibles, including, without limitation,
franchises, rights, licenses, trademarks, service marks, trade names,
patents, copyrights, domain names (including waste.com), research and
development engineering, know-how and goodwill (the “Intangibles”);



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	 	     (h) all accounts and notes receivable and other financial
instruments (other than accounts receivable from customers listed on
Exhibit 2.1.4(c)), prepaid expenses, deposits, advance payments, security
deposits, down payments, and similar items which are specifically related
to and historically recorded on the books and records of the Businesses;
	 
	 	     (i) all Positive Inventory (as defined in Section 2.1.16);
	 
	 	     (j) all other tangible and intangible assets of the Businesses,
whether or not carried at value or listed on the books and records of the
Businesses, including, without limitation, all data and information
necessary in the operation of the Businesses, wherever located; and
	 
	 	     (k) the Microsoft Terminal/Citrix Server hardware and Microsoft SQL
Database Server hardware (together, the “Servers”) currently located at
the business of US Liquids of Detroit, Inc., provided purchase of the
Servers shall not become effective until five business days following the
Closing Date, and Buyer has provided Seller reasonable access, during
normal business hours, during these five business days to remove all
software therefrom (other than the IMS software, which will be licensed
by Parent to Buyer pursuant to that certain Software License Agreement,
the form of which is attached as Exhibit 1.4.2).



          1.1.3 Allocation. Seller and Buyer agree that the Initial Purchase Price
shall be allocated among the respective Businesses in accordance with Exhibit
1.1.3. Seller and Buyer also agree to allocate the Final Purchase Price for
each Business among the Purchased Assets by following the purchase price
allocation methodology contained in Exhibit 1.1.3. The allocation of the Final
Purchase Price to the Purchased Assets of each Business shall be prepared by
Buyer and shall be delivered to Seller when the Final Working Capital (as
defined in Section 1.2.3(a)) is delivered to Seller in accordance with Section
1.2.3. Buyer will also prepare and deliver IRS Form 8594 for each Business to
Seller at the same time when the Final Purchase Price allocation is delivered.
The provisions of this Section 1.1.3 shall survive the Closing.



          1.1.4 Prorations.




		
	 	     (a) Seller and Buyer shall apportion, with respect to the Purchased
Assets as of the date of the Closing, real and personal property taxes
and/or assessments, prorated upon the basis of the calendar year for
which assessed (unless undeterminable as of the date of the Closing and
then based upon the previous year’s real and personal property taxes) and
payable and apportioned upon the basis of the actual number of days
elapsed in such year as of the Closing Date. The proration of such taxes
shall be calculated at Closing, and such calculation shall be attached to
this Agreement as Exhibit 1.1.4(a).



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	 	     (b) Buyer and Seller acknowledge and agree that calculation set
forth on Exhibit 1.1.4(b) represents a list of Seller’s potential
liability in respect of the Businesses in connection with certain state
and local taxes (“Tax Liability”) that are outstanding as of the Closing
Date and any transfer taxes that may be imposed on Seller as a result of
the transactions contemplated herein, plus an additional ten percent
(“Unpaid Taxes”). An amount equal to such Unpaid Taxes shall be deducted
from the Initial Purchase Price, paid directly to the Title Company (as
defined in Section 3.1.10), and escrowed until such amounts become due
and payable, at which time such amounts will be paid by the Title Company
in order to discharge Seller’s Tax Liability. To the extent that such
amounts escrowed for Unpaid Taxes exceed Seller’s Tax Liability, such
excess amounts escrowed for Unpaid Taxes shall be released to Seller when
such Tax Liability is paid in full or otherwise discharged and Seller
provides documentary evidence of such in the form of written tax
clearance issued by each jurisdiction in which Seller is required to file
Tax Returns (as defined in Section 2.1.17(f)).



          1.1.5 Assumed Liabilities. Notwithstanding the fact that Parent,
Partnership or Seller have disclosed certain liabilities and obligations of
Parent, Partnership or Seller in connection with the Businesses and Purchased
Assets as required pursuant to this Agreement, from and after the date of the
Closing, each specific Buyer shall assume and agree to perform and discharge
only the liabilities and obligations such specific Buyer has expressly agreed
to assume, as described on Exhibit 1.1.5 (the “Assumed Liabilities”).
Notwithstanding the fact the multiple purchasing parties are purchasing the
Purchased Assets hereunder and are collectively referred to herein as “Buyer,”
a Buyer listed on Exhibit 1.1.5 shall have no liability or obligation in
connection with the Assumed Liabilities of any other Buyer. By way of example,
EQ Detroit, Inc. shall assume only those liabilities and obligations explicitly
set forth below its name on Exhibit 1.1.5. In no case whatsoever shall EQ
Detroit, Inc. assume or be liable or responsible for the liabilities explicitly
assumed by, and listed below, EQ Florida, Inc. on Exhibit 1.1.5.



          1.1.6 Retained Liabilities. Parent, Partnership and/or Seller shall
retain, discharge and be solely responsible for, and Parent, Partnership and/or
each Seller shall fully and jointly and severally indemnify Buyer against, all
liabilities and obligations of any Parent, Partnership or Seller relating to
the Businesses and the Purchased Assets which are not Assumed Liabilities,
including, without limitation, any liability of Buyer under any bulk sales laws
of any jurisdiction, any liability under any common law doctrine of de facto
merger or successor liability, any liability in connection with insurance
premiums due for post-closure liabilities of the Businesses, or any liability
for inter-company payables of the Businesses (the “Retained Liabilities”).



          1.1.7 Excluded Assets. Notwithstanding anything to the contrary contained
in this Agreement, the assets of Seller listed on Exhibit 1.1.7 (collectively,
the “Excluded Assets”) are not part of the purchase and sale contemplated by
this Agreement, are excluded from the Purchased Assets, and will remain the
property of such Seller after Closing.




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     1.2 Consideration for Purchase.


          1.2.1 Purchase Price.




		
	 	     (a) Subject to the terms and conditions contained herein, on the
Closing Date, Buyer shall pay to Seller $12,235,000, plus or minus the
Estimated Closing Working Capital Adjustment (as defined in Section
1.2.2(b)) as described in Section 1.2.2 and any adjustment pursuant to
Section 1.1.4 (the “Initial Purchase Price”). The Initial Purchase
Price, less the Escrow Amount (as defined in Section 1.2.1(b)), will be
paid by wire transfer of immediately available funds to an account or
accounts designated by Seller. The Initial Purchase Price shall be
increased or decreased by the Initial Purchase Price Adjustment Amount
(as defined in Section 1.2.3(d)), in accordance with Section 1.2.3(d), on
a post-Closing basis.




		
	 	     (b) Subject to the terms and conditions contained herein, on the
Closing Date, Parent and Seller direct Buyer to pay, and Buyer shall pay
to the United States on behalf of Parent and Seller, by wire transfer of
immediately available funds to an account or accounts designated by the
United States, $1,000,000 (the “Escrow Amount”), in accordance with that
certain letter, dated December 16, 2003, from the U.S. Department of
Justice, which is attached as Exhibit 1.2.1(b).



          1.2.2 Estimated Closing Working Capital Adjustment.




		
	 	     (a) As soon as practicable, but in no event later than 10 days
before the Closing, Buyer and Seller shall prepare, in accordance with
GAAP, an estimated calculation of the Working Capital (as defined below)
of the Businesses as of the Closing Date (the “Estimated Working
Capital”). For purposes of this Agreement, the term “Working Capital” of
the Businesses means any cash plus accounts receivable that are Purchased
Assets (including accruals for accounts receivables that are Purchased
Assets), less any accounts payable that are Assumed Liabilities
(including accruals for accounts payable that are Assumed Liabilities).
The term Working Capital shall not include accounts receivable or
accounts payable of USL First Source, Inc (although such accounts
receivables are Purchased Assets and such accounts payable are Assumed
Liabilities). For purposes of calculating the Estimated Closing Working
Capital, actual trade payables shall be grossed up by fifty percent of
the accrual for unbilled trade payables of the Businesses as of the month
immediately preceding the month in which the Closing occurs (for purposes
of comparison, this calculation was $144,500 as of November 30, 2003)
(the “Gross-Up Amount”).




		
	 	     (b) The Initial Purchase Price shall be (i) increased dollar for
dollar to the extent the Estimated Closing Working Capital exceeds
$2,726,400, or (ii) decreased dollar for dollar to the extent the
Estimated Closing Working Capital is less than $2,726,400 (the amount of
any such increase or decrease, the “Estimated Closing Working Capital
Adjustment”).



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	 	     (c) To the extent that Buyer and Seller are unable to agree in good
faith on the Estimated Closing Working Capital Adjustment, Seller’s
exclusive remedy shall be to consummate the transactions contemplated
herein based on Buyer’s proposed calculation of the Estimated Closing
Working Capital Adjustment and exercise its rights and remedies pursuant
to Section 1.2.3 below. Buyer shall be entitled to the rights granted to
it hereunder, including the right to terminate this Agreement pursuant to
Section 6.1(b).



          1.2.3 Final Working Capital Adjustment.




		
	 	     (a) As soon as practicable, but in no event later than 30 days
following the Closing, Buyer shall prepare a calculation of the actual
Working Capital of the Businesses on the Closing Date (the “Final Working
Capital”)




		
	 	     (b) Buyer shall deliver a copy of the Final Working Capital to
Seller promptly after it has been prepared. After receipt of the Final
Working Capital, Seller shall have 30 days to review the Final Working
Capital, together with the workpapers used in the preparation thereof.
Buyer shall (i) provide Seller and its authorized representatives
reasonable access during normal business hours to all relevant workpapers
to the extent required to complete their review of the Final Working
Capital, and (ii) cooperate with Seller’s and Seller’s authorized
representatives’ reasonable requests with respect to the review of the
Final Working Capital, including by providing on a timely basis all
information necessary or useful in reviewing the Final Working Capital.
Unless Seller delivers written notice to Buyer on or prior to the 30th
day after Seller’s receipt of the Final Working Capital specifying in
reasonable detail the amount, nature and basis of all disputed items,
Seller shall be deemed to have accepted and agreed to the calculation of
the Final Working Capital. If Seller notifies Buyer of its objection to
the calculation of the Final Working Capital, Seller and Buyer shall,
within 20 days (or such longer period as the parties may agree in
writing) following such notice (the “Resolution Period”), attempt in good
faith to resolve their differences and any resolution by them as to any
disputed amounts shall be final, binding and conclusive.




		
	 	     (c) If, at the conclusion of the Resolution Period, there are any
amounts remaining in dispute, then such amounts remaining in dispute
shall be submitted to an independent accounting firm of national
reputation (the “Neutral Auditors”) selected by mutual agreement of
Seller and Buyer within 10 days after the expiration of the Resolution
Period. Each party will furnish to the Neutral Auditors such work papers
and other documents and information relating to the disputed issues as
the Neutral Auditors may request and are available to that party (or its
independent public accountants), and will be afforded the opportunity to
present to the Neutral Auditors any material relating to the disputed
issues and to discuss the issues with the Neutral Auditors. The Neutral
Auditors’ determination as to any disputed issues shall be made within 30
days of their selection, shall be set forth in a written statement
delivered to Seller and Buyer and shall be final, non-appealable and
binding on the parties hereto. A judgment



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	 	of a court of competent jurisdiction may be entered upon the Neutral
Auditors’ determination. The Neutral Auditors shall have exclusive
jurisdiction over, and resort to the Neutral Auditors as provided in this
Section 1.2.3 shall be the only recourse and remedy of the parties
against one another with respect to, any disputes arising out of or
relating to the adjustments pursuant to this Section 1.2.3. The fees,
costs and expenses of the Neutral Auditors shall be borne equally by the
parties. The term “Final Working Capital” shall mean the definitive
Final Working Capital agreed to (or deemed to be agreed to) by Buyer and
Seller in accordance with Section 1.2.3 hereof or resulting from the
determinations made by the Neutral Auditors in accordance with this
Section 1.2.3 (in addition to those items theretofore agreed to by Seller
and Buyer).




		
	 	     (d) The Initial Purchase Price shall be (i) increased dollar for
dollar to the extent the Final Working Capital exceeds the Estimated
Working Capital, after eliminating the Gross-Up Amount from the
calculation of the Estimated Working Capital, or (ii) decreased dollar
for dollar to the extent the Final Working Capital is less than the
Estimated Working Capital (the amount of any such increase or decrease,
the “Initial Purchase Price Adjustment Amount”). The Initial Purchase
Price Adjustment Amount shall bear interest from and including the
Closing Date through the date of payment at the Prime Rate (as defined
below), for the period from the Closing Date to the date of such payment
and shall be calculated on the basis of a year of 360 days. The Initial
Purchase Price Adjustment Amount, together with the accrued interest
thereon, shall be paid by Seller to Buyer, if the Initial Purchase Price
is decreased pursuant to this Section 1.2.3(d), or by Buyer to Seller, if
the Initial Purchase Price is increased pursuant to this Section
1.2.3(d), in either case within five business days after the Final
Closing Working Capital is agreed to by Buyer and Seller or any remaining
disputed items are ultimately determined by the Neutral Auditors, by wire
transfer of immediately available funds to an account designated by
Seller or Buyer, as the case may be. The Initial Purchase Price as
adjusted pursuant to this Section 1.2.3(d) is referred to herein as the
“Final Purchase Price.” The term “Prime Rate” shall mean the prime rate
of interest as published in the interest rate section of the Wall Street
Journal.



          1.3 The Closing The Closing under this Agreement shall be held at the
offices of Honigman Miller Schwartz and Cohn LLP in Detroit, Michigan, on or
before February 4, 2004. The consummation of the transactions contemplated by
this Agreement at such place and time are sometimes referred to in this
Agreement as the “Closing”, and such date is sometimes referred to as the
“Closing Date.” At the Closing, Seller shall assign and transfer the Purchased
Assets to Buyer pursuant to Section 1.1.1, and Buyer shall pay or deliver the
Initial Purchase Price to the Seller, as described in Section 1.2.1.




7






 





     1.4 Other Agreements.


          1.4.1 Employees.




		
	 	     (a) On or before the Closing Date, Parent, Seller and Partnership
shall satisfy all obligations owing in favor of any current or former
employee (as of the date hereof and as of the Closing Date), officer,
director or other similar party of the Businesses, including, without
limitation, any liability in connection with sales commissions, vacation
pay or benefits, sick pay or benefits, bonus liability, severance pay and
any claims of any nature by such employees. Seller shall provide to
Buyer evidence of the satisfaction of such liabilities on the Closing
Date. To the extent that such liabilities are not calculable on or
before the Closing Date or are subject to dispute, Parent, Seller and
Partnership shall satisfy such liabilities when such amounts become
calculable or no longer subject to dispute. To the extent that there are
any such disputes as of the Closing Date, Seller shall inform Buyer in
writing of such disputes.




		
	 	     (b) Buyer is not assuming, and shall not have responsibility for,
any employee benefits, including, without limitation, any employee
benefit plan, deferred compensation plan, collective bargaining
agreement, union contract, or any other employee related contract,
whether written or oral, applicable to any such current or former
employees of Parent, Seller or Partnership (“Seller’s Plans”), and Buyer
shall not be deemed a successor employer to Seller with respect to any of
Seller’s Plans.




		
	 	     (c) Notwithstanding the foregoing, Parent, Seller or Partnership
shall use commercially reasonable efforts to make all current employees,
other than those listed on Exhibit 1.4.1(b), available to Buyer for
discussions regarding potential employment with Buyer from and after the
Closing Date and shall cooperate with the Buyer’s reasonable requests in
connection therewith. In the event that Buyer hires any former employee
of Seller after the Closing Date, in no case shall any plan adopted or
maintained by Buyer, including, without limitation, any employee benefit
plan, deferred compensation plan, collective bargaining agreement, union
contract, or any other employee related contract, whether written or oral
(“Buyer’s Plans”), with respect to such hired employee be deemed a
successor plan, agreement or contract of Seller, Parent or Partnership or
any of Seller’s Plans. Buyer shall not assume any liabilities or
obligations under any of Seller’s Plans and Buyer or Buyer’s Plans shall
not be a successor to Parent, Partnership or any Seller or any of
Seller’s Plans.



          1.4.2 IMS Software. . Parent and Buyer shall execute, and deliver at
Closing, the Software License Agreement, substantially in the form attached
hereto as Exhibit 1.4.2.



          1.4.3 Payments Received. . The parties agree that, after the Closing
Date, they will hold and will promptly transfer and deliver to the other party,
from time to time





8






 





as and when received by them, any cash, checks with appropriate endorsements,
or other property that they may receive after the Closing Date which properly
belongs to the other party, including any receivables or insurance proceeds,
and will account to the other for all such receipts. Beginning on the Closing
Date and continuing indefinitely thereafter, Buyer shall have the right and
authority to endorse without recourse the name of Seller or Parent on any check
or other form of payment received by Buyer representing payment in respect of
the Purchased Assets, including, without limitation, payment of an account
receivable or insurance proceeds that constitute a Purchased Asset.


     2 REPRESENTATIONS AND WARRANTIES.


          2.1 Representation and Warranties of Seller. Each Seller and Parent and
Partnership hereby, jointly and severally, represent and warrant to Buyer the
following as of the date of this Agreement and as of the Closing Date.



               2.1.1 Organization and Qualification. Seller and Parent are corporations,
duly incorporated, validly existing and in good standing under the laws of the
jurisdiction in which Parent and Seller are incorporated. Partnership is duly
organized and validly existing under the laws of the State of Texas. Parent,
Seller and Partnership have the requisite power and authority to own, lease and
operate their properties and to carry on their businesses as now being
conducted. Parent, each Seller and Partnership are duly qualified and is in
good standing to do business in each jurisdiction in which the nature or
conduct of their business makes such qualification a legal requirement, except
where the failure to be so qualified will not affect the Seller’s ability to
consummate the transactions contemplated by this Agreement.




9






 





               2.1.2 Authority Relative to This Agreement.




		
	 	     (a) Parent, Seller and Partnership have full power and authority to
execute, deliver and comply with their obligations under the terms of
this Agreement. Execution, delivery and performance by Parent, Seller
and Partnership has been duly authorized by all necessary action on the
part of Parent, Seller and Partnership, including authorization on behalf
of Parent by its board of directors and Seller by its respective board of
directors and shareholders. No other action on the part of Parent,
Seller, Partnership or any other individual, person or entity is
necessary to authorize this Agreement or the consummation of the
transactions contemplated by this Agreement. This Agreement has been
duly and validly executed and delivered by Parent, Seller and Partnership
and constitutes a valid and binding obligation of Parent, Seller and
Partnership enforceable against Parent, Seller and Partnership in
accordance with its terms, except as they may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to
or affecting creditors’ rights generally, and except as they may be
limited by general principles of equity, regardless of whether such
enforceability is considered in a proceeding at law or in equity.




		
	 	     (b) Parent and Seller represent and warrant that the consummation of
the transactions contemplated herein does not require approval or
authorization of shareholders of Parent, and Parent shall cause its
Delaware counsel to render an opinion to Buyer, in the form attached
hereto as Exhibit 2.1.2(b).



          2.1.3 Consents and Approvals; No Violation. Except as set forth in the
attached Exhibit 2.1.3, neither the execution nor the delivery by Parent,
Seller or Partnership of this Agreement (including all agreements provided for
in this Agreement) nor the consummation by Parent, Seller or Partnership of the
transactions contemplated by this Agreement (including all agreements provided
for in this Agreement) nor compliance with the terms and provisions of this
Agreement (including all agreements provided for in this Agreement), (a) will
require any authorization, consent or approval of any governmental or
regulatory authority or of any other person or entity, (b) will violate or
breach any provision of the Articles of Incorporation or Bylaws of Parent or
Seller or the organizational documents of the Partnership, (c) will accelerate
any obligation under, violate or breach any provision of, constitute a default
under, result in the creation of any lien or security interest under, result in
the termination of, require the consent, authorization or approval of any third
party under, or in connection with, any of the terms, covenants, provisions or
conditions of any note, bond, mortgage, indenture, deed of trust, license,
franchise, lease, contract (including, without limitation, the Assigned
Contracts), agreement or other instrument, commitment or obligation to which
Parent, Partnership or any of Seller is a party, or by which any of them or any
of their respective properties or assets may be bound, or (d) will materially
violate any order, writ, injunction, decree, judgment or arbitration award, or
any statute, rule, regulation or ruling of any court or governmental authority,
United States or foreign, applicable to







10






 





Parent, Seller or Partnership or to any of their respective properties or
assets. As of the date of this Agreement, Parent and Seller have provided to
Buyer evidence of the consent of BOA in connection with the transactions
contemplated herein.


          2.1.4 Financial Statements.




		
	 	     (a) The attached Exhibit 2.1.4(a)(i), is a copy of the financial
statements of the Businesses as of December 31, 2002 (the “Financial
Statements”). The Financial Statements present fairly in all material
respects, in accordance with GAAP (except as indicated in the notes
thereto and except as set forth on Exhibit 2.1.4(a)(ii)) the financial
position of the Businesses as of the date thereof, results of operations,
cash flows and assets and liabilities of the Businesses for the periods
therein indicated (subject to the absence of certain footnotes).
Notwithstanding the foregoing, Seller is not required to deliver
Financial Statements of USL First Source, Inc.




		
	 	     (b) The attached Exhibit 2.1.4(b)(i) is a copy of the financial
statements of the Businesses as of June 30, 2003 and November 30, 2003
(the “Interim Financial Statements”). The Interim Financial Statements
contain proper accruals of all liabilities of the Businesses and such
other adjustments which are necessary to fairly present the financial
condition, results of operations, cash flows and assets and liabilities
of the Businesses in all material respects in accordance with GAAP,
except as disclosed on Exhibit 2.1.4(b)(ii).




		
	 	     (c) Seller shall provide to Buyer, at least 10 days prior to
closing, an accounts receivable aging, current as of such date (the “A/R
Aging”) and an A/R Aging as of the Closing Date (“Closing A/R Aging”).
The accounts receivable that are from customers whose accounts receivable
on the Closing Date will constitute Purchased Assets shown on the
Financial Statements, the Interim Financial Statements, and those
acquired since November 30, 2003, including the accounts receivable
listed on the A/R Aging and the Closing A/R Aging, are bona fide accounts
receivable created in the usual and ordinary course of business in
connection with bona fide transactions consistent with past practice.
Such accounts receivable have not been, or will not be, recorded in
excess of their net realizable value. Such accounts receivable are valid
obligations of the respective makers thereof, are fully collectible, and,
subject to the reserves for doubtful accounts, need not be written off as
not collectible; there exists no claim against, refusal or threatened
refusal to pay, or any rights of setoff against, such accounts
receivable. For purposes of this Agreement, any account receivable from
a customer that is listed on Exhibit 2.1.4(c) shall not be considered a
Purchased Asset.



               2.1.5 Absence of Certain Changes or Events. Except as set forth in the
attached Exhibit 2.1.5, from October 31, 2003 through the date of this
Agreement, Seller has operated the Purchased Assets only in the usual and
ordinary manner and has used reasonable efforts to preserve the Businesses
intact and their present




11






 





relationships with persons having business dealings with the Businesses and
there has not been:



		
	 	     (a) any material adverse change in the Purchased Assets;
	 
	 	     (b) any material damage, destruction or loss (regardless of whether
covered by insurance) adversely affecting the Purchased Assets;
	 
	 	     (c) any entry into, amendment of, or termination of, any Contracts
or Permits, other than in the ordinary course of business;
	 
	 	     (d) any Purchased Assets of any of Seller mortgaged, pledged or
subjected to any security interest, lien or encumbrance;
	 
	 	     (e) any change in the customary shipping, purchasing, billing,
payment, return, exchange or other business practices, policies or
procedures of any Seller, which could have a material adverse effect,
individually or in the aggregate, on the Purchased Assets; and
	 
	 	     (f) any agreement or understanding to do any of the foregoing by
Seller.



               2.1.6 Title to the Purchased Assets; Defects.




		
	 	     (a) Title. Except for Permitted Exceptions (as defined in Section
2.1.7(a)(ii)) and except as set forth on Exhibit 2.1.7(a)(i), Seller has,
and after giving effect to the transactions contemplated by this
Agreement, Buyer will have, good, valid and marketable title to (with the
exception, however, of title to the Owned Real Property of US Liquids of
Detroit, Inc., which is not represented or warranted to be marketable),
or with respect to the Purchased Assets currently being leased, a valid
leasehold interest in, the Purchased Assets, free and clear of all liens,
encumbrances, restrictions, security interests, mortgages, pledges,
burdens, claims, demands, rights and equities of any third party, of any
nature whatsoever, including, without limitation, the right to sell
inventories free of any claims of manufacturers, licensors or others
(collectively, “Liens”).




		
	 	     (b) Defects. Except as set forth in the attached Exhibit 2.1.6(b),
there are no material defects or damage (i) with respect to the physical
condition of the Real Property, or (ii) with respect the Purchased Assets
not constituting Real Property, and such Purchased Assets are in
operating condition. Seller has performed, or caused to be performed,
normal and customary maintenance in respect of the Purchased Assets,
consistent with industry standards for maintenance performed on similar
assets.




		
	 	     (c) Compliance. The Purchased Assets are in conformity in all
respects with all applicable laws and regulations except for immaterial
violations



12






 







		
	 	that do not adversely affect the value of the Purchased Assets or the
Businesses. There is no violation, and no existing event or circumstance
that with the passage of time or the giving of notice would give rise to
a violation, of any building, zoning or other law, ordinance, rule or
regulation (federal, state or local) in respect to Seller’s property,
plants or structures except for immaterial violations that do not
adversely affect the value of the Purchased Assets or the Businesses.




		
	 	     (d) Required Assets. The Purchased Assets and Excluded Assets
represent all of the assets necessary for the operation of the
Businesses.



               2.1.7 Real Property.




		
	 	     (a)      (i) The attached Exhibit 2.1.7(a)(i) is a complete and
accurate list of all real property owned or used in
connection with the operation of the Businesses (other
than real property leased by Seller and listed on
Exhibit 2.1.7(b)(i)) (with the exception of the Fenced
“Lots” and the “Wyandotte Site” (as such terms are
defined in Exhibit 2.1.7(a)(i)) the “Owned Real
Property” and together with the Leased Real Property
(as defined in Section 2.1.7(b)(i), the “Real
Property”), with a legal description of, and tax parcel
identification number for, each parcel of such Owned
Real Property. On the Closing Date, Seller will be the
fee simple absolute owner of, and will have title to,
such Owned Real Property, free of all Liens on or
relating to such Owned Real Property, other than the
Permitted Exceptions, and at the Closing Seller will
convey such Owned Real Property to Buyer by covenant,
limited warranty, or special warranty deed, subject
only to (A) those matters specified as exceptions to
title on the Title Policy or Pro-Forma (whichever is
issued at Closing) for such Real Property issued in
accordance with Section 3.1.10, (B) with regard to the
Owned Real Property in Wayne County, Michigan, the
“Third Party Street Rights” (as defined in Section
2.1.7(a)(ii), below), and (C) with regard to the Owned
Real Property in Hillsborough County, Florida, the
“Festive Floats Easement” (as defined in Section
2.1.7(a)(ii), below).




		
	 	          (ii) For the purposes of this Agreement, the term “Permitted
Exceptions” shall mean (1) real property taxes not then due or payable as
reflected in the Title Commitments (as defined in Section 3.1.10(a)), (2)
laws, ordinances and governmental regulations regulating the use or
occupancy of the Real Property or the character, dimensions or locations
of the improvements thereon, provided that none of the same are, to the
knowledge of Parent or Seller, violated by the continued use of any
portion of the Real Property for the purposes for which it has been
customarily used by the Seller, (3) exceptions created by Seller after
the effective date of this Agreement with the prior written consent of
Buyer (which consent shall not be unreasonably withheld, conditioned, or
delayed), (4) such encroachments, rights of way, and similar matters as
would be shown by a survey of such Owned Real Property, (5) with respect
to the Real Property to be conveyed by US Liquids of Florida, Inc., that
certain unrecorded Stormwater Drainage Easement, dated effective August
28,



13






 







		
	 	2003, by and between US Liquids of Florida, Inc. and Festive Floats of
Florida, Inc. (the “Festive Floats Easement”), (6) such additional
imperfections of title as are so minor that they do not, individually or
in the aggregate, materially impair the value of or interfere with the
continued use of any portion of the Real Property for the purposes for
which such Owned Real Property has been used customarily by Seller or
impair the value of or interfere with the continued use of the other
items constituting Purchased Assets in the manner such other Purchased
Assets are now and have customarily been used by Seller, (7) Liens that
will be discharged at Closing, (8) those matters specified as exceptions
to title on the Pro-Formas issued at Closing, and (9) with respect to the
Owned Real Property in Wayne County, Michigan, any interest of the owner
of Lot 1 of Secor and Davis Subdivision, according to the plat thereof
recorded in Liber 9, page 41, Wayne County Records, and of any person or
entity identified in the exceptions to title on the Pro-Forma issued at
Closing, (or any of his, her, or its heirs, successors, or assigns) in or
to any portion of such Real Property formerly constituting a public
street or alley bordering that portion of such Real Property to which the
exception corresponding to such person or entity relates (the “Third
Party Street Rights”).




		
	 	          (iii) Notwithstanding any provision of this Agreement to the
contrary, under no circumstances shall the Fenced Lots or any portion of
the Wyandotte Site be construed as Purchased Assets, Real Property, or
Owned Real Property (it being understood that Seller makes no
representation or warranty whatsoever as to the Fenced Lots or the
Wyandotte Site, including, without limitation the ownership and physical
condition thereof), nor shall the Fenced Lots or the Wyandotte Site be
considered the subject of any covenant, representation, or warranty
contained in this Agreement. However, and notwithstanding the foregoing
sentence, at the Closing, Seller shall execute and deliver to Buyer a
quitclaim deed conveying all of Seller’s right, title and interest in,
under and to all Fenced Lots to Buyer. Buyer acknowledges and agrees
that from and after Closing, any activity conducted by Buyer on or with
regard to the Fenced Lots (including, without limitation, allowing the
continued presence of any fence or other barrier on, around, or in the
proximity of the Fenced Lots shall be at Buyer’s own risk. By closing
the transaction contemplated herein, Buyer shall be conclusively deemed
(without any further act or documentation) to have waived any and all
claims for damages and any rights of impleader (or analogous remedy),
contribution or subrogation Buyer may have at any time against Seller or
Parent in connection with any claim for trespass to property or relating
to a claim of an ownership interest or estate in or other title to any of
such Fenced Lots which is thereafter brought by any third party
indirectly or directly arising out of or relating to use or occupancy
(including, without limitation, fencing) of the Fenced Lots by Buyer,
Seller, or Seller’s predecessors in title to the Owned Real Property
located in Wayne County, Michigan. The provisions of this Section
2.1.7(a)(iii) shall survive the Closing.



14






 







		
	 	     (b) The attached Exhibit 2.1.7(b)(i) and Exhibit 2.1.7(b)(ii) are
complete and accurate lists of all leases of real property used in
connection with the Businesses (“Leased Real Property”) and personal
property used in connection with the Businesses (“Leased Personal
Property”). Except as set forth in Exhibit 2.1.7(b)(i), each such lease,
including, without limitation, each lease with related parties, is valid
and binding on the parties to such lease, is in full force and effect in
accordance with its terms and grants the lessee a valid and enforceable
leasehold interest in the Leased Real Property or Leased Personal
Property, as applicable, described in such lease, free from all Liens,
except for Permitted Exceptions. True copies of all such leases,
including all modifications and amendments, have been supplied to Buyer.
Seller has either fully paid and/or accrued the liability for, and fully
performed all of its obligations and duties under all such leases which
arise from, are on account of, or relate to, in any part, facts or events
that occurred or will occur before the Closing. There are no uncured
defaults under such leases, and there are no taxes, assessments or other
costs, expenses or charges payable by Seller which are due or paid in
arrears relating to the leases, for which accruals have not been made.




		
	 	     (c) Except as set forth on Exhibit 2.1.7(c), with respect to the
Real Property:




		
	 	     (i) to Seller’s and Parent’s knowledge, the use of the Real
Property by Seller does not violate any applicable zoning, building
or use statutes, rules, ordinances or regulations of any federal,
state, county or local entity, authority or agency. There is no
existing, and neither Parent nor Seller has received notice of any
pending or threatened condemnation or other legal action of any
kind involving the Real Property which may affect the value or use
of, or Seller’s ownership of or leasehold interest in, the Real
Property. To Seller’s and Parent’s knowledge, the Real Property is
free and clear of any violations of any building, safety and health
ordinances, statutes or regulations that could adversely affect the
use or occupancy thereof except for immaterial violations that do
not adversely affect the value of the Real Property;




		
	 	     (ii) there are no contracts, leases, licenses, rights of way,
easements or agreements in effect with respect to the access to or
the use, occupancy or possession of the Real Property of any kind
or nature whatsoever, whether or not of record, including, without
limitation, any options to purchase or lease, or any rights of
first refusal, except for the Permitted Exceptions;




		
	 	     (iii) there are no building, use, deed or contract
restrictions relating to the current use of the Real Property,
other than the Permitted Exceptions; to Seller’s and Parent’s
knowledge, there is no threatened earth subsidence, earth movement
or infestation affecting the Real Property or any buildings or
improvements located on the Real Property



15






 







		
	 	and there are no latent or patent structural defects on or in any
buildings or improvements located on the Real Property which would
reasonably be expected to interfere substantially with the
continued use of the Real Property in the manner in which the same
has customarily been used by Seller. There is a dedicated road or
right-of-way to each Owned of Real Property in Detroit, Michigan,
Tampa, Florida, and Augusta, Georgia and each Leased Real Property;
and Seller has all easements and rights of ingress and egress
needed for utilities and services necessary for all of its
operations;




		
	 	     (iv) there are no unrecorded easements (except for the Festive
Floats Easement) nor any special assessments relating to the Real
Property, and neither Parent nor Seller have received any notice of
any proposed special assessment relating to the Real Property; no
federal, state or local taxing authority has asserted any tax
deficiency, lien or assessment against the Real Property which has
not been paid, except for taxes not yet due; and, with the possible
exception of the use of Lot 2 of Davis Subdivision by the church
located at the corner of St. Aubin and Farnsworth in Detroit,
Michigan and such church’s payment of real property taxes for the
south half of such lot (collectively, the “Church Use”), there are
no third parties in possession or claiming rights to possession of
the Real Property or disputing the boundaries thereof; except for
the Church Use, Seller has owned and occupied the Detroit, Michigan
Owned Real Property continuously since May 1, 1998, and during
Seller’s entire period of ownership no third party has asserted any
claim against Seller’s title to such Owned Real Property, has
possessed any portion thereof or has asserted any right to occupy
or possess any portion thereof;




		
	 	     (v) there are no mechanics’ liens or rights to claim a
mechanics’ lien in favor of any contractor, materialman or laborer
or any other person or entity in connection with any portion of the
Real Property and for which the underlying debt is unpaid; there
has not been any work performed or materials supplied to the Real
Property in the last 90 days which could give rise to the filing of
such liens against the Real Property;




		
	 	     (vi) except for the Permitted Exceptions, there are no
encroachments from within or without the Real Property that
adversely affect the use of the Real Property. Seller has provided
Buyer with copies of all existing surveys relating to the Real
Property in its possession;




		
	 	     (vii) there are no agreements, oral or written, to which
Seller is a party with respect to the payment or nonpayment or
reduction of taxes;




		
	 	     (viii) except for the Permitted Exceptions, there are no oil
or gas reservations to any person or entity, with respect to the
Real Property, and



16






 







		
	 	Seller has not received, directly or indirectly, any royalties or
other compensation arising out of or related to the grant of
mineral rights reservations, oil or gas reservations or any other
rights, to any person or entity.




		
	 	     (ix) all of the indebtedness secured by that certain Mortgage
Deed recorded in O.R. Book 5598, Page 1882, in the Hillsborough
County, Florida Records has been paid in full.




		
	 	     (d) With respect to each lease relating to a parcel of Leased Real
Property, Seller shall use reasonable, good faith efforts to obtain from
the lessor thereunder and to deliver to Buyer an estoppel letter, dated
after the date of this Agreement, certifying to Buyer as follows:




		
	 	     (i) A true copy of the lease (and all amendments) is attached
to such letter and such lease (as so amended) is in full force and
effect and has not been cancelled, terminated, modified, amended,
altered or extended;




		
	 	     (ii) Rent has been paid under such lease through a date
specified therein;




		
	 	     (iii) No amounts are due from the tenant under such lease for
prior periods, except as stated;




		
	 	     (iv) No security deposit has been paid by the tenant, except
as stated;




		
	 	     (v) All rents due under the lease are current and there are no
arrearages, except as stated; and




		
	 	     (vi) The landlord consents to the assignment of the lease by
the tenant thereunder or such assignment will not constitute a
breach or default under such lease.



          2.1.8 Patents, Trademarks and Similar Rights. Except as listed on Exhibit
1.1.7, at Closing, Seller will convey to Buyer its patents, trademarks, service
marks, trade names, copyrights, processes, designs, formulas, computer
programs, inventions, proprietary manufacturing techniques, trade secrets,
technology, research and development and know-how, which are necessary for, or
have been used in connection with, the operation of the Businesses. Neither
Parent nor Seller has infringed on the intellectual property rights of any
third parties, and to the knowledge of Parent or Seller, no third party has
infringed on the intellectual property rights of Parent or Seller. Except as
set forth on Exhibit 2.1.8, the Intangibles have not been hypothecated,
assigned or licensed, in whole or part, to any person or entity. There are no
facts or circumstances with respect to the Intangibles that could jeopardize
Seller’s




17






 





exclusive ownership of such Intangibles, right to use the Intangibles, and
right to assign the same to Buyer.


          2.1.9 Certain Contracts. Exhibit 2.1.9 contains a complete list of the
following contracts (whether written or oral) in connection with the Businesses
to which a Seller, Parent or Partnership are a party or by which the Purchased
Assets are bound (collectively, the “Contracts”):




		
	 	     (a) any employment agreements, or consulting or retainer agreements
with independent contractors;
	 
	 	     (b) any collective bargaining or union contract or agreement;
	 
	 	     (c) any indenture, mortgage, note, installment obligation,
arrangement, agreement or other instrument relating to the borrowing of
money or the guarantee of any obligation for the borrowing of money;
	 
	 	     (d) any agreement, contract or other commitment that limits the
ability of Seller, Buyer or any third party to compete in any line of
business or with any person or in any geographical area or otherwise, to
conduct its business as presently conducted;
	 
	 	     (e) any contract or commitment for the future sale or provision,
lease or purchase by Seller of materials, products, services or supplies
(including, without limitation, leases and capital leases of real or
personal property), providing for payments in excess of $10,000 per year;
	 
	 	     (f) any license or franchise agreement, including any agreement with
respect to Intangibles or Seller’s rights, trade secrets or technology;
	 
	 	     (g) any order, decree or judgment, whether entered by consent,
stipulation or otherwise, before, or in connection with, any court,
administrative agency or governmental authority (federal, state or
local);
	 
	 	     (h) any contract, commitment, arrangement or relationship which is
violative, of any federal, state or local statute, law, rule, regulation
or ordinance, including, without limitation, any such matter that may
illegally restrain trade or restrict competition;
	 
	 	     (i) any partnership, joint venture or similar agreement;
	 
	 	     (j) any contract, commitment or other document relating to the
acquisition of the Purchased Assets where the Seller paid in excess of
$100,000;
	 
	 	     (k) any deferred or installment sale agreement or land contract
under which a Seller is obligated to pay in excess of $10,000 in any
year; or




18









 




		
	 	     (l) any other contract, commitment or agreement whether or not made
in the ordinary course of business, except those that are terminable on
12 months’ notice or less or which require Seller to pay $10,000 or less
during any one year period during the term of such obligation to any
party.



Seller has provided Buyer with a complete and accurate copy of each Contract,
including all amendments and modifications to such Contracts, required to be
listed in Exhibit 2.1.9, and has described on Exhibit 2.1.9 all terms of any
oral contract required to be listed on Exhibit 2.1.9. The contracts in
connection with the Businesses (including the Contracts) are in full force and
effect and are valid and binding obligations of the contracting parties and
there are no past or present breaches or defaults or events that with the
giving of notice of the lapse of time or both could become a default by Seller
or by any other contracting party under any such contracts.


          2.1.10 Litigation; Compliance.




		
	 	     (a) Except as to the environmental matters addressed in Section
2.1.11 and except as set forth on Exhibit 2.1.10, there is no litigation
or any legal, judicial, administrative, arbitration or other claim,
demand, action, suit, proceeding or investigation, including, without
limitation, antitrust, personal injury, patent infringement or property
damage actions, pending or, to the knowledge of Parent, Seller or
Partnership, threatened against, brought on behalf of, or relating to the
Purchased Assets or the Businesses or any injunctions, decrees,
judgments, orders or writs currently in effect and involving or affecting
the Purchased Assets or the Businesses.




		
	 	     (b) Except as to the environmental matters addressed in Section
2.1.11, the Purchased Assets are not being owned, leased or operated, in
violation of any applicable order, decree, judgment, law, statute,
ordinance, rule, or regulation of any court, administrative agency or
governmental authority (federal, state or local), except for immaterial
violations of any law, statute, ordinance, rule, or regulation of any
court, administrative agency or governmental authority (federal, state or
local) that do not adversely affect the value of the Purchased Assets or
the Businesses.




		
	 	     (c) Except as to the environmental matters addressed in Section
2.1.11 and except for those noted on the attached Exhibit 2.1.10, there
have been no official citations or notices of violations received or, to
the knowledge of Parent, Seller or Partnership, threatened in the past
five years from any court, administrative agency or governmental
authority which relate to any aspect of the Purchased Assets or the
Businesses, including, without limitation, any such notices or citations
from the Occupational Safety and Health Administration, the Equal
Employment Opportunity Commission, the Department of Justice, Mine Safety
Board, the Federal Trade Commission or similar authority or agency
(federal, state or local).



19






 







		
	 	     (d) There are no legal, administrative, arbitration or other actions
or proceedings or governmental investigations, by or on behalf of any
individual or any federal, state or local agency or authority pending or,
to the knowledge of Parent, Seller or Partnership, threatened which would
materially affect the Purchased Assets or Businesses relating to any
applicable federal, state, or local antitrust or trade regulation laws,
rules or regulations, including, without limitation, those relating to
restraints of trade or competition, unfair trade practices, contracts,
arrangements, relationships or conspiracies in restraints of trade, price
fixing, price discrimination, boycotts, or tying arrangements.



          2.1.11 Environmental and Occupational Matters.




		
	 	     (a) A list of all Environmental Permits is attached to this
Agreement as Exhibit 2.1.11(a). Seller will cooperate with Buyer in
order to transfer such Environmental Permits or to obtain new ones, for
the ownership, use and operation of the Purchased Assets and Businesses.




		
	 	     (b) Except as set forth on the attached Exhibit 2.1.11(b), all of
Seller’s operations conducted on, in, over or under the Real Property
have been and are in compliance with all Environmental Laws and
occupational (meaning worker or workplace related), safety or land use
Laws, except for any immaterial violations of Environmental Laws and
occupational, safety or land use Laws that does not adversely affect the
value of the Purchased Assets or the Businesses.




		
	 	     (c) Except as set forth on the attached Exhibit 2.1.11(c), no
portion of the Real Property has been used for a landfill, no Release of
a Hazardous Substance has occurred or is occurring and no condition
exists on, upon, into or from the Real Property that gives rise to an
obligation or liability under Environmental Laws, including, without
limitation, obligations to investigate, perform response activities, or
remediate, except for any immaterial Release of a Hazardous Substance
that does not adversely affect the value of the Purchased Assets or the
Businesses.




		
	 	     (d) All tanks, including all associated piping, located in, on, over
or under the Real Property are identified on Exhibit 2.1.11(d) and,
except as set forth on Exhibit 2.1.11(d), have been located, constructed,
operated and maintained as required by Environmental Laws.




		
	 	     (e) Except as set forth on the attached Exhibit 2.1.11(e), there are
no administrative or judicial consent decrees or orders pending or
entered against Seller under Environmental Laws or occupational, safety
or land use Laws concerning Seller’s ownership, use and operation of the
Purchased Assets and Businesses and, except as set forth on the attached
Exhibit 2.1.11(e), Seller is in compliance with any such administrative
or judicial consent decrees or orders.



20






 







		
	 	     (f) Except as set forth on the attached Exhibit 2.1.11(f), there is
no litigation or any legal, judicial, administrative, arbitration or
other claim, demand, action, suit, notice of violation or proceeding
concerning Seller’s ownership, use and operation of the Purchased Assets
and Businesses with respect to any Environmental Laws or occupational,
safety or land use Laws, and there are no present discussions with any
federal, state or local governmental agency concerning any alleged
violation of Environmental Laws or occupational, safety or land use Laws,
except for immaterial violations of any Environmental Laws or
occupational, safety or land use Laws that do not adversely affect the
value of the Purchased Assets or the Businesses. Except as set forth on
the attached Exhibit 2.1.11(f), supervisory or management personnel of
Parent, Seller or Partnership have not received any notice of any
outstanding claims, allegations or threats caused by or attributable to,
in whole or in part, Seller’s ownership, use and operation of the
Purchased Assets and Businesses, except for immaterial claims,
allegations or threats that do not adversely affect the value of the
Purchased Assets or the Businesses.




		
	 	     (g) For purposes of this Section 2.1.11 and elsewhere in this
Agreement, and in addition to other terms defined elsewhere in this
Agreement, the following definitions shall apply:




		
	 	     (i) “Environmental Laws” means all applicable federal, state
and local laws, ordinances, regulations, codes, orders, judgments,
and the common law concerning the subject of the introduction,
emission, discharge or release of any pollutant, contaminant, waste
material or Hazardous Substance into the air, soil or surface water
or groundwater; the handling, transportation, storage, treatment or
disposal of any pollutant, contaminant waste material or Hazardous
Substance; or the remediation or investigation of the presence of
any Hazardous Substance including, but not limited to, the CAA,
CERCLA, CWA, EPCRA, FIFRA, OPA, PPA, RCRA, SDWA, SWDA and TSCA and
similar state and local laws. The following terms used in the
definition of “Environmental Laws” have the following meanings:




		
	 	     “CAA” means the Clean Air Act, 42 U.S.C. § 7401 et seq., as
amended.




		
	 	     “CERCLA” means the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. § 9601 et seq.,
as amended by, among other laws, the Superfund Amendments and
Reauthorization Act of 1986.




		
	 	     “CWA” means the Federal Water Pollution Control Act, 33 U.S.C.
§ 1251 et seq., as amended.



21






 







		
	 	     “EPCRA” means the Emergency Planning and Community
Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq., as amended.




		
	 	     “FIFRA” means the Federal Insecticide, Fungicide and
Rodenticide Act, 7 U.S.C. § 136 et seq., as amended.




		
	 	     “OPA” means the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et
seq., as amended.




		
	 	     “PPA” means the Pollution Prevention Act of 1990, 42 U.S.C. §
13101 et seq., as amended.




		
	 	     “RCRA” means the Resource Conservation and Recovery Act of
1976, 42 U.S.C. § 6901 et seq., as amended by, among other laws,
the Hazardous and Solid Waste Amendments of 1984.




		
	 	     “SDWA” means the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.,
as amended.




		
	 	     “SWDA” means the Solid Waste Disposal Act, 42 U.S.C. § 6901 et
seq., as amended.




		
	 	     “TSCA” means the Toxic Substances Control Act, 15 U.S.C. §
2601 et seq., as amended.




		
	 	               (ii) “Environmental Permit” means any permit, approval,
identification number, certificate, registration or license required
under Environmental Law.




		
	 	               (iii) “Hazardous Substance” means any substance included within the
definition of “hazardous substance,” “extremely hazardous substance,”
“hazardous material,” “hazardous chemical,” “oil,” “petroleum,”
“hazardous or toxic pollutant,” “pollutant,” “chemical,” “contaminant,”
“pesticide,” “toxic chemical,” “toxic substance,” “hazardous waste,” or
terms of similar import (including constituents thereof and derivatives
therefrom) under any Environmental Law, including without limitation: (i)
any petroleum, petroleum byproducts or derivatives or fractions thereof;
(ii) polychlorinated biphenyls; (iii) radioactive materials; (iv) radon
gas; or (v) asbestos containing material.




		
	 	               (iv) “Laws” means all federal, state and local laws, statutes,
ordinances, codes, or rules.




		
	 	               (v) “Release” means any release, spill, emission, leak, injection,
deposit, disposal, discharge, pumping, pouring, dumping, leaching or
migration into the environment.



22






 






          2.1.12 Labor Matters. Except as disclosed on the attached Exhibit 2.1.12,
there are no unfair labor practices, equal employment opportunity or wage and
hour complaints against Parent, Seller or Partnership with respect to the
Businesses pending before the National Labor Relations Board or any other
governmental or regulatory board or agency performing similar functions. There
is no proceeding in connection with the Businesses actually pending or, to the
knowledge of Parent, Seller or Partnership, threatened before the National
Labor Relations Board or any other governmental or regulatory board or agency
performing similar functions. Except as set forth on Exhibit 2.1.12, there is
no labor strike, lock-out, sit-down, walkout, dispute, slow-down, disturbance
or stoppage actually pending or, to the knowledge of Parent, Seller or
Partnership, threatened against or involving the Businesses. Except as set
forth on Exhibit 2.1.12, there is no pending representation question or
organizational activities concerning any of the employees of the Businesses.
Seller and Partnership are in compliance with all Laws regulating wages, hours
or working conditions of employees. Except as set forth on Exhibit 2.1.12, all
obligations of Seller and Partnership to its past and current employees and
agents that have become payable have been paid or are accrued on the Financial
Statements and Interim Financial Statements, including, without limitation,
unemployment compensation payments, profit sharing and retirement benefits,
social security and similar benefits, vacation and holiday pay, bonuses and
other forms of compensation.



          2.1.13 Pension and Benefit Plans and Compliance.




		
	 	     (a) Neither Parent, Seller or Partnership maintains, contributes to,
or has any liability in connection with, any “employee welfare benefit
plan” (as defined in Section 3(1) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)) or any “employee pension
benefit plan” (as defined in Section 3(2) of ERISA and not exempted under
Section 4(b) or 201 of ERISA), including any “multiemployer pension plan”
(as defined in Section 3(37) of ERISA), under which any employee or
former employee of any of the Businesses was covered, or eligible for
coverage, at any time during the past six-year period, other than as set
forth in Exhibit 2.1.13 (the “Plans”).




		
	 	     (b) Each Plan and any related trust agreements have in all material
respects been administered and enforced, and the form and operation of
each Plan are, in accordance with their terms and all applicable laws,
rules and regulations, including, without limitation, all applicable
provisions of ERISA, the Internal Revenue Code of 1986, as amended (the
“Code”), and Internal Revenue Service, Department of Labor and Pension
Benefit Guaranty Corporation regulations, rules, interpretations,
guidelines and requirements (collectively, the “Benefit Rules”).




		
	 	     (c) With respect to each Plan, (i) if intended or designed to
qualify under Section 401(a) or 403(a) of the Code, such Plan has
received a favorable determination letter from the Internal Revenue
Service to the effect that it is



23






 







		
	 	qualified under sections 401(a) and 501
of the Code, and Seller is not aware of any event that has occurred since
the date of such determination that would adversely affect such
qualification, (ii) no breaches of fiduciary duty have occurred that
would result in liability to Parent, Seller or Partnership, (iii) no
disputes are pending or threatened, (iv) no reportable event, within the
meaning of Section 4043 of ERISA, has occurred, (v) all contributions,
benefits, premiums due, and all other payment obligations have been fully
accrued in the Financial Statements, and have been made or satisfied on a
timely basis, (vi) with respect to each Plan, there does not exist an
accumulated funding deficiency, within the meaning of Section 412 of the
Code or Section 302 of ERISA, (vii) all reporting, filing and disclosure
requirements with respect to each Plan have been satisfied, and (viii) no
Plan is currently under examination or audit by the Internal Revenue
Service, the Department of Labor, the Pension Benefit Guaranty
Corporation or any other governmental agency.




		
	 	     (d) Parent, Seller and Partnership have not incurred liability,
including liability to the Pension Benefit Guaranty Corporation, arising
from the termination or partial termination of, or the suspension of
contributions to, any of the Plans which has not been satisfied in full.
Parent, Seller and Partnership have not engaged in any transaction in
connection with which Buyer, directly or indirectly, could be subject to
either a civil penalty assessed pursuant to Section 501(i) of ERISA or a
tax imposed by Section 4975 of the Code.




		
	 	     (e) Parent, Seller and Partnership have no current or potential
liability or obligation with respect to any multiemployer plan or a
multiple employer plan, regardless of whether direct or indirect, actual
or contingent.




		
	 	     (f) With respect to each Plan that is a “welfare plan” (as described
in Section 3(1) of ERISA), (i) the Plan does not provide medical or death
benefits with respect to current or former employees of any of the
Businesses beyond the termination of their employment (other than
coverage mandated by law), (ii) there are no reserves, assets, surplus or
prepaid premiums under the Plan, and (iii) the Plan has been administered
in compliance with Sections 601-608 of ERISA and Sections 162 or 4980B(f)
of the Code, where applicable.



          2.1.14 Licenses and Permits. The attached Exhibit 2.1.14 and Exhibit
2.1.11(a) (Environmental Permits) are complete and accurate lists of all
licenses, permits, registrations, filings, orders, approvals and other
authorizations or right to operate (and all applications therefor) of federal,
state, county or local governmental, regulatory or administrative agencies,
bodies or authorities or any third party (the “Permits”) which are either held
by, necessary to, required or used in the conduct of the Businesses. Except as
set forth on Exhibit 2.1.14 and Exhibit 2.1.11, all Permits are held by Seller

and are in full force and effect; no violations or defaults have occurred with
respect to any of such Permits, and no revocation, termination, limitation,
withdrawal or inability to renew any of such Permits is pending or, to the
knowledge of Parent, Seller or Partnership, threatened or will be caused by the
consummation of the




24






 





transactions contemplated by this Agreement or the
compliance with the terms and provisions of this Agreement. Except as set
forth on Exhibit 2.1.14 and Exhibit 2.1.11, all appropriate filings and
registrations where necessary for the renewal or reissuance of such Permits to
Seller have been timely submitted to the appropriate governmental authorities.
To the knowledge of Parent or Seller, and except as set forth on Exhibit
2.1.14, no fact, condition, or violation exists which could cause such Permits
to not be renewed, or to be renewed with materially different terms, by the
appropriate governmental authorities in the ordinary course. All of such
Permits shall be in full force and effect on the Closing Date.


          2.1.15 Insurance. The attached Exhibit 2.1.15 is an accurate and complete
list of all policies of liability (including environmental impairment
liability), automobile, business interruption, fire, workers’ compensation and
other forms of insurance (including self-insurance) owned or held by, or
relating to, Seller and the Businesses, specifying the coverage amounts,
deductible and retention amounts and specifying any notice or other information
regarding possible claims under, or cancellation of, or premium increases
relating to, such policies. All such policies are in full force and effect,
with current premiums and any other obligations under such insurance paid. All
such coverage under the insurance liability policies are occurrence based and
will remain in full force and effect through the Closing Date. There are no
retrospective or retroactive premiums in connection with such insurance
policies.




		
	 	     2.1.16 Inventories. The inventories reflected in Financial
Statements, the Interim Financial Statements are fairly presented in
conformity with GAAP and represent either raw materials, work-in-process
or finished goods (“Positive Inventory”) and all waste inventory in
connection with the Businesses (“Negative Inventory”). All items of
Positive Inventory are good and usable in the ordinary course of
business. Seller’s use of Positive Inventory does not violate any
manufacturers’, licensors’ or others’ rights.



          2.1.17 Taxes.




		
	 	     (a) Except as provided in Exhibit 2.1.17(a), Seller has (i) duly
filed all Tax Returns (as defined in Section 2.1.17(f)) required to be
filed by or with respect to Seller, and such Tax Returns are true,
correct and complete in all respects, and (ii) paid in full or have made
adequate provision for all Taxes (as defined in Section 2.1.17(f)), shown
to be due on such Tax Returns. There are no Liens for Taxes upon the
Purchased Assets, except for current taxes not yet due.




		
	 	     (b) Except as set forth in Exhibit 2.1.17(b), (i) no Tax audits or
other administrative proceedings with respect to Taxes are pending with
respect to Seller, (ii) Seller has not received written any notice of
deficiency or assessment from any federal, state, local or foreign taxing
authority with respect to liabilities for Taxes which have not been fully
paid or finally settled, and (iii) no waiver of any statute of
limitations with respect to Taxes of Seller is currently in effect.



25






 







		
	 	     (c) Seller is a party to any Tax allocation or sharing arrangement,
and Seller has no current contractual obligation, as a transferee or
otherwise, to indemnify any other person, entity or party with respect to
Taxes.




		
	 	     (d) Exhibit 2.1.17(d) lists all jurisdictions in which Seller files
Tax Returns.




		
	 	     (e) No taxing authority in a jurisdiction where Parent or Seller
does not file Tax Returns has made a written claim, assertion or threat
that Parent or Seller is or may be subject to taxation by such
jurisdiction.




		
	 	     (f) For the purposes of this Agreement:




		
	 	          “Taxes” shall mean all taxes, charges, fees, levies, penalties or
other assessments imposed by any United States federal, state, local or
foreign taxing authority, including, without limitation, gross receipts,
value added, Michigan Single Business Tax, excise, property, sales,
transfer, franchise, payroll, withholding, social security, ad valorem,
environmental or other taxes, including any interest, penalties or
additions attributable thereto.




		
	 	          “Tax Return” shall mean any return, report, information return or
other document (including any related or supporting information) with
respect to Taxes.



          2.1.18 Illegal Payments. Neither Parent, Seller nor any director,
officer, agent, employee, representative or other person acting on behalf of
Parent or Seller has, directly or indirectly, (a) used any corporate funds for
unlawful contributions, gifts, entertainment or other unlawful expenses
relating to political activity, (b) made any unlawful payment to foreign or
domestic government officials or employees or to foreign or domestic political
parties or campaigns from corporate funds, (c) violated any provision of the
Foreign Corrupt Practices Act of 1977, as amended, (d) established or
maintained any unlawful or unrecorded fund of corporate monies or other assets,
(e) made any false or fictitious entry on the books or records of Seller or the
Businesses, (f) made any bribe, rebate, payoff, influence payment, kickback or
other unlawful payment, or (g) made any bribe, kickback or other unlawful
payment of a similar or comparable nature, whether lawful or not, to any person
or entity, private or public, regardless of form, whether in money, property or
services, to obtain favorable treatment in securing business or to obtain
special concessions, or to pay for favorable treatment for business secured or
for special concessions already obtained.



          2.1.19 Suppliers and Customers.




		
	 	     (a) Except as listed on Exhibit 2.1.19, to Parent and Seller’s
knowledge, the consummation of the transactions contemplated by this
Agreement will not result in the loss of suppliers or customers of the
Businesses.



26






 







		
	 	     (b) Seller and Parent have provided to Buyer a complete and accurate
list of each customer of the Businesses as of the date hereof, the terms
of sale to all customers and any return rights granted to such customers.



          2.1.20 Absence of Undisclosed Liabilities. With respect to the
Businesses, Parent, Seller and Partnership do not have any liabilities,
commitments, obligations, loans or indebtedness of any nature whatsoever,
whether as primary obligor, guarantor, indemnitor or otherwise, and whether
known or unknown, whether accrued, absolute, contingent or otherwise, whether
liquidated or unliquidated, and whether due or to become due, and has not
pledged or granted a security interest in any of the Purchased Assets, and
there is no basis for the assertion against Parent, Seller, Partnership or the
Purchased Assets of any debt, liability or obligation, other than (i) those
reflected or reserved in the Financial Statements and Interim Financial
Statements, (ii) accounts payable incurred in the normal course of the
Businesses after the date of this Agreement and up to the Closing, and (iii)
except as expressly set forth on the other Exhibits or schedules attached to
this Agreement.



          2.1.21 Insider and Inter-Company Transactions




		
	 	     (a) Exhibit 2.1.21 is a complete and accurate list and brief
description of all contracts or other transactions involving Parent or
Seller with respect to which any current or former officer, director,
employee, Reporting Shareholder or other affiliate of Seller. For
purposes of this Agreement, “Reporting Shareholder” shall mean any
current or former shareholder of Parent that have reported beneficial
ownership of more than five percent of the issued and outstanding stock
of Parent.




		
	 	     (b) Seller is not indebted to any current or former Reporting
Shareholder, director, officer, employee or agent of Seller, except for
amounts due as normal salary, wages, commissions or reimbursements of
ordinary business expenses, and no current or former Reporting
Shareholder, director, officer, employee or agent of Seller is indebted
to any Seller except for ordinary business expense advances, in
accordance with their ordinary practice.



          2.1.22 Seller’s Conflicts. Neither Parent nor Seller has any direct or
indirect ownership interest, and/or control in, any person or entity which
directly or indirectly competes with Seller.



     2.2 Representations and Warranties of Buyer. Buyer represents and
warrants to Seller the following as of the date of this Agreement and as of the
Closing Date:


          2.2.1 Organization. Each Buyer is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization. Each




27






 





Buyer has requisite power and authority to own, lease and
operate its properties and operate its business as now being conducted.


          2.2.2 Authority Relative to This Agreement. Buyer has full power and
authority to execute, deliver and comply with its obligations under the terms
of this Agreement. Execution, delivery and performance by Buyer has been duly
authorized by all necessary action on the part of Seller, including
authorization on behalf of Buyer by its respective board of directors. No
other action on the part of Buyer or any other individual, person or entity is
necessary to authorize this Agreement or the consummation of the transactions
contemplated by this Agreement. This Agreement has been duly and validly
executed and delivered by Buyer and constitutes a valid and binding obligation
of Buyer enforceable against Buyer in accordance with its terms, except as they
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting creditors’ rights generally, and except
as they may be limited by general principles of equity, regardless of whether
such enforceability is considered in a proceeding at law or in equity.



          2.2.3 No Violation. Neither the execution nor the delivery by Buyer of
this Agreement (including all agreements provided for in this Agreement) nor
the consummation by Buyer of the transactions contemplated by this Agreement
(including all agreements provided for in this Agreement) nor compliance with
the terms and provisions of this Agreement (including all agreements provided
for in this Agreement), (a) will require any authorization, consent or approval
of any governmental or regulatory authority or of any other person or entity,
except for any approvals Seller is required to obtain pursuant to this
Agreement (b) will violate or breach any provision of the Articles of
Incorporation or Bylaws of Buyer, or (c) will violate any order, writ,
injunction, decree, judgment or arbitration award, or any statute, rule,
regulation or ruling of any court or governmental authority, United States or
foreign, applicable to Buyer or to any of its respective properties or assets.



          2.2.4 Financing Buyer has cash and cash equivalents on hand or available
in amounts sufficient to pay the Initial Purchase Price and otherwise
consummate the transaction contemplated by this Agreement.



          2.2.5 Litigation; Compliance



          (a) There is no litigation or any legal, judicial, administrative,
arbitration or other claim, demand, action, suit, proceeding or investigation,
including, without limitation, antitrust, personal injury, patent infringement
or property damage actions, pending or threatened against, brought on behalf
of, or relating to Buyer and its ability to fully carry out the transactions
contemplated by this Agreement or any injunctions, decrees, judgments, orders
or writs currently in effect and affecting the Buyer and its ability to fully
carry out the transactions contemplated by this Agreement.



          (b) There have been no official citations or notices of violations
received or, to the knowledge of Buyer threatened from any court,
administrative




28






 





agency or governmental authority which relate to and which could
have an adverse effect on Buyer’s ability to carry out the transactions
contemplated by this Agreement.


          (c) There are no legal, administrative, arbitration or other actions or
proceedings or governmental investigations, by or on behalf of any individual
or any federal, state or local agency or authority pending or threatened which
would adversely affect Buyer’s ability to carry out the transactions
contemplated by this Agreement relating to any applicable federal, state, or
local antitrust or trade regulation laws, rules or regulations, including,
without limitation, those relating to restraints of trade or competition,
unfair trade practices, contracts, arrangements, relationships or conspiracies
in restraints of trade, price fixing, price discrimination, boycotts, or tying
arrangements.



3 COVENANTS.



     3.1 Covenants of Seller.


          3.1.1 Continuing Due Diligence. Parent and Seller hereby acknowledge and
agree that Buyer shall be permitted to continue its due diligence in connection
with the transactions contemplated under this Agreement until the Closing.



          3.1.2 Access for Audit. Between the date of this Agreement and the
Closing Date, Parent and Seller shall cause their respective officers,
directors, employees and agents to give Buyer and its officers, directors,
employees, counsel, accountants, agents, designees and other authorized
representatives reasonable access, upon reasonable notice and during normal
business hours, to all of the facilities, assets, properties, leases,
agreements, commitments, records and personnel of the Businesses and to furnish
Buyer or its representatives with all such information as Buyer may request.



          3.1.3 Accuracy of Representations. Parent and Seller shall do all things
necessary to assure that all of their representations and warranties contained
in this Agreement are true at and as of the Closing.



          3.1.4 Operation of Business. Between the date of this Agreement and the
Closing Date, except as otherwise expressly consented to in writing by Buyer:




		
	 	     (a) the Businesses shall be conducted only in the ordinary course
consistent with past practice;




		
	 	     (b) no dividend or other distribution (whether in cash, stock,
property, or any combination of the foregoing) shall be declared, set
aside or paid with respect to the capital stock of Seller, and no
purchase, redemption or other acquisition of any capital stock shall be
made by Seller;



29






 







		
	 	     (c) no agreement, lease, plan, other instrument or commitment,
including, without limitation, any employment contract and any long-term
commitment to purchase or lease, shall be entered into, amended or
terminated, by or on behalf of Seller, and Seller shall not make any
capital expenditures;




		
	 	     (d) no indebtedness for borrowed money or other debt (other than
normal trade payables in the ordinary course of business) or liability
shall be assumed, incurred or contracted to be assumed or incurred, and
no Lien shall be granted, by Seller or with respect to any of the
Purchased Assets. Seller shall not incur or undertake to incur any
obligations or any fixed or contingent liabilities or take any action or
engage in any conduct except in the ordinary course of business;




		
	 	     (e) no sale, transfer, assignment, lease, or other disposition of
any property or asset shall be made or entered into by or on behalf of
Seller, other than in the ordinary course of business;




		
	 	     (f) Seller shall not institute any change with respect to its
management or supervisory personnel, and Seller shall use reasonable
efforts to preserve intact the Businesses and unless otherwise directed
by Buyer, to retain the services of the officers and key employees of
such Businesses. Seller shall use reasonable efforts to maintain the
goodwill of the suppliers, customers and employees of, and of all others
having business relationships with, such Businesses;




		
	 	     (g) Seller shall not institute any change in existing indebtedness
owed by, or guaranteed by, Seller, except for indebtedness owing to Bank
of America, N.A.;




		
	 	     (h) Seller shall accept, and dispose of, Negative Inventory only in
the ordinary course of business, consistent with customary business
practices, policies and procedures; and




		
	 	     (i) Seller shall not enter into any agreement or understanding to do
any of the foregoing.



          3.1.5 Preserve Business. Parent and Seller shall use commercially
reasonable efforts to preserve Businesses intact, to keep available the
services of Seller’s present officers and employees and to preserve Seller’s
goodwill, licenses, rights and authorities.



          3.1.6 Insurance. Seller shall maintain in force its existing insurance
policies through the Closing Date, except to the extent they may be replaced
with policies approved in writing by Buyer.




30






 





          3.1.7 Approval of Sale of Purchased Assets. On the Closing Date, Parent,
Partnership each Seller shall provide evidence of all required approvals of
their boards of directors, shareholders and partners as applicable, approving
this Agreement and related agreements and the sale of the Purchased Assets
contemplated by this Agreement. Seller shall deliver to Buyer the opinion of
Seller’s counsel as described in Section 2.1.2(b).



          3.1.8 Consents. Prior to the Closing Date, Seller shall use commercially
reasonable efforts to obtain, and assist Buyer in obtaining, all of the
authorizations, consents and approvals required to be set forth in Exhibit
2.1.3, including, without limitation, (i) all requisite consents, waivers, and
approvals from third parties to all contracts or agreements that are Purchased
Assets, and (ii) any consents required from Seller’s lenders, insurance
carriers or from any governmental or regulatory agency or body, including the
Department of Justice. Parent and Seller shall use commercially reasonable
efforts to assist Buyer in performing all necessary registrations and filings
in order to transfer all Permits to Buyer in connection with the sale of the
Purchased Assets. Parent and Seller have delivered to Buyer a letter from
counsel to Bank of America, N.A., evidencing the consent of Bank of America
N.A. to the transactions contemplated herein, and Parent and Seller shall
deliver evidence of such other consents to Buyer on or before the Closing Date.



          3.1.9 Updated Exhibits.




		
	 	     (a) Subject to Section 4.1.8 below, between the date of this
Agreement and the Closing Date, Parent, Seller and Partnership shall, as
soon as practicable after they have become aware of any breach of a
representation or warranty or inaccuracy, misstatement or omission in
connection with any information disclosed on the Exhibits attached
hereto, update such information to this Agreement (and notify the Buyer
in writing) to the extent necessary to make their representations and
warranties and the information disclosed on the Exhibits to this
Agreement true and accurate in all respects as of the Closing Date and
shall provide such updated representations and warranties and Exhibits to
Buyer on or prior to the Closing Date.




		
	 	     (b) To the extent that the representations and warranties are, or
any information listed on the Exhibits attached hereto is, true and
accurate as of the date of this Agreement, but subsequently becomes
inaccurate as a result of acts of God, a change in governmental
restrictions or law, or other events which are beyond the control of
Parent, Seller or Partnership after the exercise of all reasonable
commercial efforts, Parent, Seller and Partnership shall not be deemed to
be in breach of this Agreement, and Buyer may elect to close the
transactions contemplated herein, or terminate this Agreement without
recourse against Parent, Seller or Partnership with respect to such
matters. If Buyer elects to close the transactions contemplated herein,
Buyer shall be entitled to any insurance proceeds to be paid in
connection with any casualty or any proceeds to be paid in connection
with any condemnation or similar



31






 







		
	 	governmental taking arising from the
events described above, and Seller shall pay Buyer the amount of any
applicable deductible.




		
	 	     (c) To the extent that the representations and warranties are and
the information contained on the Exhibits is (i) true and accurate as of
the date of this Agreement, but subsequently becomes inaccurate as a
result of events other than those described in Section 3.1.9(b), or (ii)
not true and accurate as of the date of this Agreement, and such
inaccuracy, misstatement or omission is discovered by Parent, Seller,
Partnership or Buyer on or before the Closing Date, Parent, Seller and
Partnership shall be required to update such information (and notify the
Buyer in writing) pursuant to Section 3.1.9(a), and the following
provisions shall apply:




		
	 	     (i) If Parent, Seller or Partnership had knowledge of such
breach of any representation or warranty or any inaccuracy,
misstatement or omission with respect to the information disclosed
on an Exhibit as of the date of this Agreement or in the event that
any representation or warranty or information contained on the
Exhibits is required to be updated after the date of this Agreement
for any reason other than as described in Section 3.1.9(b), Parent,
Seller and Partnership shall be required to update such
representations and warranties or the information disclosed on the
Exhibits, however, such updating shall not reduce the liability or
obligations of Parent or Seller for breach of this Agreement, and
Buyer may terminate this Agreement pursuant to Section 6.1 or close
the transactions contemplated herein. If Buyer elects to terminate
this Agreement or close the transactions contemplated herein, it
shall be entitled to all rights and remedies under this Agreement
and applicable law.




		
	 	     (ii) If there is a breach of any representation or warranty or
any inaccuracy, misstatement or omission with respect to the
information disclosed on an Exhibit as of the date of this
Agreement, but Parent, Seller or Partnership did not have knowledge
of such breach or such inaccuracy, misstatement or omission,
Parent, Seller and Partnership shall be required to update the
Exhibits. Buyer may elect to terminate this Agreement without
recourse against Parent, Seller or Partnership with respect to such
matters or close the transactions contemplated herein. If Buyer
elects to close the transactions contemplated herein
notwithstanding any breach described in this Section 3.1.9(c)(i),
Buyer’s exclusive remedy with respect to any such breach shall
Buyer’s right to indemnification pursuant to Article 5 of this
Agreement.



          3.1.10 Title Policies and Surveys.




		
	 	     (a) Seller has heretofore furnished to Buyer, (a) title commitments
(“Title Commitments”) for ALTA owner’s policies of title insurance issued
by First



32






 







		
	 	American Title Insurance Company (the “Title Company”), and (b)
copies of the following surveys in Seller’s possession: (i) Boundary
Survey of a portion of Section 14, Township 29 South Range 19 East,
Hillsborough County, Florida, dated June 22, 1998, last revised September
16, 1998, prepared by James A. Padags of Cypress Land Consultants, Inc.
under Job Number 98028.00, and (ii) ALTA/ACSM Land Title Survey, City
Environmental Facility, No. 1923 Frederick Avenue, Detroit, Michigan,
dated June 22, 1998, prepared by Alex Nicolaescu of Nowak & Fraus under
Job Number 6-A573. Buyer and Seller hereby agree that Buyer shall obtain
a current survey of each of the parcels of Owned Real Property, the cost
of which shall be billed to Seller (but may be included in the
calculation of Estimated Working Capital, reducing the amount of
Estimated Working Capital, if the transactions contemplated herein
close). Each such survey shall be certified to Seller, Buyer, and the
Title Company, shall show the location of all recorded and visible
easements, all encroachments and all adjacent and interior public streets
and roadways and, at Buyer’s option, may comply with current ALTA
standards, including Table A Items 1, 2, 3, 4, 6, 7(a), 8, 9, 10, 11 and
13 (collectively, the “Surveys” and each, individually, a “Survey”). The
Surveys shall also state that there are no encroachments either onto or
off of such parcel except as shown. The Surveys shall set forth the
legal descriptions of the respective parcels shown thereon, which legal
descriptions shall be identical to those set forth in the Title Policies.




		
	 	     The title policies contemplated by the Title Commitments shall be in
the amount of that portion of the Initial Purchase Price allocated
(pursuant to Exhibit 1.1.3) to the respective parcel of Owned Real
Property described therein (collectively, the “Title Policies”).




		
	 	     At the Closing, Seller shall execute and deliver to the Title
Company (to the extent Seller is able to do so in good faith) such
affidavit as the Title Company may reasonably require in order for the
Title Company to issue the Title Policies pursuant to the Title
Commitments without standard exceptions.




		
	 	     Seller agrees that prior to Closing Seller shall obtain a payoff
letter from Bank of America, N.A., and shall cause Bank of America, N.A.
to deposit a release in recordable form in escrow with the Title Company
and to furnish such documentation to the Title Company at the Closing as
the Title Company may require to delete any exceptions for Liens in favor
of Bank of America, N.A., as agent. Seller shall use good faith,
reasonable efforts to obtain a termination and release, signed by all
necessary parties and in recordable form, of that certain Memorandum of
Royalty Rights between USL City Environmental, Inc. and City Management
Corporation, dated May 1, 1998, recorded March 24, 1999, in Liber 30172,
Page 1072, Wayne County Records, so as to eliminate any exception
therefor from the Title Policy for the Detroit Owned Real Property.
Seller shall use good faith, reasonable efforts to obtain a quitclaim
deed from City Management Corporation for the Fenced Lots.



33






 







		
	 	     The cost of the Title Commitments and Title Policies issued pursuant
to this Section 3.1.10(a) shall be paid solely by Seller. Buyer shall be
solely responsible for the cost of any endorsements the Title Company may
agree to issue to the Title Policies (and modifications to the Title
Policies requiring payment of additional premiums) and all costs
associated with any mortgagee’s policies of title insurance to be issued
in connection with any Buyer financing.




		
	 	     (b) Buyer shall have until the later of (i) 5 business days after
the date of this Agreement, and (ii) 3 business days after receipt of a
Survey for a particular parcel of Owned Real Property to deliver to
Seller written objections to any matters set forth in the respective
Title Commitment or Survey for such Owned Real Property and the Closing
Date shall be extended accordingly to accommodate such periods. If Buyer
fails timely to deliver such written objections with regard to any
particular parcel of Owned Real Property, Buyer shall be conclusively
deemed to have waived all such objections with regard to such parcel,
except for objections with respect to any mortgages, deeds to secure
debt, UCC financing statements or claims of mechanics’ liens with respect
thereto. If Buyer delivers timely written objection to a Title
Commitment or Survey, Seller shall have 15 days from the date of its
receipt of objections for a parcel of Owned Real Property to provide
Buyer with a revised Title Commitment evidencing that such defect has
been remedied and/or insured over in a manner reasonably satisfactory to
Buyer and the Closing Date shall be extended accordingly. If Seller is
unable or unwilling to obtain such revised Title Commitment within said
15 day period, Buyer shall have the option (i) to proceed with the
transactions contemplated herein, in which event the limited warranty
deed, special warranty deed or covenant deed covering the Owned Real
Property at issue will be executed and delivered subject to any such
defects; provided, however, that if any such defect(s) result from liens
or encumbrances having certain liquidated amounts (other than that
certain Mortgage Deed recorded in O.R. Book 5598, Page 1882 in the
Hillsborough County, Florida, Records), Buyer may, at its option, pay
such amounts at any time subsequent to the Closing Date and shall receive
full credit for such payment(s) against the Initial Purchase Price or
Final Purchase Price; as the case may be, or (ii) to terminate this
Agreement in full, in which event neither Seller nor Buyer shall have any
further obligations or liabilities to one another hereunder other than
those specifically stated to survive termination of this Agreement.



          3.1.11 Discharge of Certain Liens. Seller shall use commercially
reasonable efforts to cause all mortgages, deeds to secure debt, deeds of
trust, security agreements, UCC financing statements, mechanic’s, supplier’s
and materialman’s liens and liens in favor of the City of Detroit for
demolition costs (collectively, “Security Liens”), other than those Security
Liens listed on Exhibit 3.1.11 (“Excepted Liens”), to be discharged prior to or
at Closing, including the Security Liens listed on Exhibit 4.1.10.



          3.1.12 Fines and Probation. Seller shall satisfy, in full, all fines and
liabilities of Seller imposed by the Department of Justice arising out of the
plea




34






 





agreement attached as Exhibit 4.1.12, on or before the Closing Date, in
accordance with that certain letter dated December 16, 2003 from the U.S.
Department of Justice attached hereto as Exhibit 1.2.1.


          3.1.13 Confidentiality, Non-Solicitation and Non-Compete Agreements.
Parent, Partnership and Seller shall execute a Confidentiality,
Non-Solicitation and Non-Compete Agreement with Buyer, substantially in the
form attached as Exhibit 3.1.13 (the “Confidentiality and Non-Compete
Agreement”), and deliver such to Buyer at the Closing.



          3.1.14 Customers and Suppliers. Parent, Partnership and Seller and Buyer
shall work together to contact customers and suppliers of the Businesses at the
time and in the manner deemed appropriate by Seller and Buyer, in order to
inform such customers and suppliers of the transactions contemplated in this
Agreement.



          3.1.15 Employee Notification. Seller will comply fully with all
applicable laws relating to employee notification in connection with the
transactions contemplated by this Agreement (including, without limitation, the
Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) and any
similar state law). Seller will be solely responsible for all costs related to
such compliance, including but not limited to, any expenses, penalties, damages
and attorney’s fees related thereto.



          3.1.16 Further Assurances. Parent and Seller will promptly prepare,
execute and deliver to Buyer such lists, instruments and documents and
cooperate with Buyer in such other respects as Buyer may from time to time,
before or after the Closing, request.



          3.1.17 Publicity. Except as required by applicable law, neither Parent
nor Seller will issue any press release, notice or disclosure concerning the
existence or terms of this Agreement or concerning any of the transactions
contemplated herein without prior approval of Buyer; provided, however, Seller
may disclose the existence and terms of this Agreement to Bank of America, N.A.



          3.1.18 No Shop. Parent and Seller will refrain from soliciting or
encouraging the submission of any Acquisition Proposal or continuing in any
current discussions or negotiations relating to any Acquisition Proposal. The
term “Acquisition Proposal” refers to any proposal, plan, agreement,
understanding or recapitalization or similar transaction involving any of the
Purchased Assets or any transaction that may be inconsistent with or that may
have an adverse effect upon any of the transactions contemplated herein.




35






 





     3.2 Covenants of Buyer.


          3.2.1 Accuracy of Representations. Buyer shall do all things necessary to
assure that all of its representations and warranties contained in this
Agreement are true, in all respects, at and as of the Closing.



          3.2.2 Approval of Purchase of Assets. At the Closing, Buyer shall provide
to Seller evidence of all required board and shareholder approvals required in
connection with the this Agreement and the purchase of the Purchased Assets.



          3.2.3 Publicity. Except as required by applicable law, Buyer will not
issue any press release, notice or disclosure concerning the existence or terms
of this Agreement or concerning any of the transactions contemplated herein
without prior approval of Seller, except to the extent necessary to finance the
transactions contemplated herein and except for disclosures to Bank of America,
N.A.



          3.2.4 Access to Books and Records After the Closing Date, Buyer will
retain for a period consistent with Buyer’s record retention policies, those
records of Seller delivered to Buyer. Buyer also will provide Seller and their
representatives reasonable access thereto, during normal business hours and
upon reasonable written notice, to enable them to prepare financial statements
or tax returns or deal with tax audits or other proceedings or for any other
reasonable business purpose specified in such notice. After the Closing Date,
Seller will provide Buyer and its representatives reasonable access to Seller’s
records in connection with the Businesses, during normal business hours and
upon reasonable written notice, for any reasonable business purpose specified
by Buyer in such notice.



          3.2.5 Further Assurances. Buyer will promptly prepare, execute and deliver
to Seller such lists, instruments and documents and cooperate with Seller in
such other respects as Seller may from time to time, before or after the
Closing, request in connection with the discharge of Buyer’s obligations under
this Agreement.



          3.2.6 Conduct of Business. After the Closing Date, each Buyer listed on
Exhibit 1.1.1(i) shall hold title to the Purchased Assets such Buyer purchases
on the Closing Date, until such time as the trade payables listed on Exhibit
1.1.5 are paid or otherwise satisfied.



4 CONDITIONS TO CLOSING.


     4.1 Conditions to Buyer’s Obligations. Without limiting any other rights
or remedies which Buyer may have, the obligations of Buyer under this Agreement
are subject to the satisfaction of the following conditions at or prior to the
Closing; provided that Buyer may waive the satisfaction of any such condition
pursuant to a writing signed by Buyer:


36






 


          4.1.1 Accuracy of Representations and Warranties. All representations and
warranties made by Parent, Seller and Partnership in this Agreement or in any
exhibit, certificate or other writing which shall be delivered to Buyer
pursuant to this Agreement, including, without limitation, the representations
and warranties in Section 2.1, shall be true and correct, at and as of the
Closing Date, with the same force and effect as though such representations and
warranties had been made at and as of the Closing Date.



          4.1.2 Compliance with Covenants. All actions, undertakings, covenants or
agreements required to be performed by Parent, Seller and Partnership before
the Closing, including, without limitation, the covenants of Parent and Seller
in Section 3.1, shall have been so performed or complied with on or prior to
the Closing Date, and Parent or Seller shall have delivered evidence of such
compliance to Buyer on the Closing Date.



          4.1.3 Certificate of Officers. Parent, Seller and Partnership shall have
delivered to Buyer a Certificate, dated as of the Closing Date, signed by an
executive officer of Parent and Seller, certifying as to the fulfillment of the
conditions specified in Sections 4.1.1 and 4.1.2; provided, however, that such
executive officers shall have no personal liability on account of such
Certificates.



          4.1.4 Consents. Seller shall have obtained the approvals and consents to
the transactions contemplated by this Agreement required to be set forth on
Exhibit 2.1.3, including all approvals and consents required under the Permits.



          4.1.5 No Litigation. No action or proceeding shall have been instituted
or concluded against Parent, Seller or Partnership which materially and
adversely affects or may materially and adversely affect the Purchased Assets
or the Businesses, and no action or proceeding shall have been instituted or
concluded by any governmental instrumentality, agency or other person before
any court or governmental agency to restrain, prevent or condition this
Agreement or the consummation of the transactions contemplated by this
Agreement, which, in the opinion of Buyer makes it inadvisable to consummate
such transactions.



          4.1.6 No Casualty. There shall have been no material loss, damage or
casualty to the Purchased Assets between the date of this Agreement and the
Closing Date.



          4.1.7 Delivery of Other Documents. Seller shall have delivered the
documents required to be delivered by Seller pursuant to this Agreement,
including the opinion of Seller’s counsel described in Section 2.1.2(b).



          4.1.8 Changes in Exhibits. There shall have been no change in the
information required to be contained in the Exhibits to this Agreement, which
is unsatisfactory to Buyer, in its sole discretion.




37






 





          4.1.9 Title Policies. Seller shall have caused the Title Company to issue
Title Policies to Buyer (or to issue pro-forma policies or mark up the Title
Commitments through the Closing Date, consistent with the final title insurance
policies to be issued (such pro-formas or mark-ups being referred to as
“Pro-Formas”) insuring title to the Real Property in the amounts set forth in
the Title Commitments and consistent with the requirements of Section 3.1.10
with respect to the form of the Title Commitments, and such Pro-Formas shall
contain no exception for any Security Liens.



          4.1.10 Discharge of Certain Liens. Seller shall have obtained a discharge
of all Security Liens affecting any of the Purchased Assets, other than
Excepted Liens, including those listed on the attached Exhibit 4.1.10, and
provide documentary evidence of such discharges in form satisfactory to Buyer,
or Seller shall cause same to be discharged in a manner satisfactory to Buyer
on or before the Closing (it being agreed that the Title Company’s receipt of
instructions from the holder of any Security Lien, authorizing the recording of
a discharge and/or release of such Security Lien that is deposited by such
Security Lien holder with the Title Company in escrow, upon payment of a
specified liquidated sum at Closing, shall constitute satisfaction of this
requirement). Notwithstanding the foregoing, Buyer acknowledges that in lieu
of providing documentary evidence of the discharge of the materialman’s lien in
favor of LaFarge Building Materials, Inc. disclosed on Exhibit 4.1.10, and
provided that the Title Company insures over such lien in the Pro-Forma for the
Augusta, Georgia Owned Real Property, Seller may deposit an amount sufficient
to pay said lien in full with the Title Company under such written agreement as
the Title Company may require to protect it from loss thereunder.



          4.1.11 Operation of Business. During the period of time from the date of
this Agreement to the Closing Date, Seller shall have operated the Purchased
Assets and Businesses in the ordinary course and there shall have been no
material adverse change in the Purchased Assets.



          4.1.12 Fine and Probation. All fines and liabilities of Seller imposed by
the Department of Justice, arising out of the plea agreement attached as
Exhibit 4.1.12, shall have been paid in full on or before the Closing Date, in
accordance with that certain letter dated December 16, 2003 from the U.S.
Department of Justice attached hereto as Exhibit 1.2.1.



          4.1.13 Confidentiality and Non-Compete Agreements. Seller shall cause the
Confidentiality and Non-Compete Agreements to be delivered to Buyer at the
Closing.



          4.1.14 Due Diligence. Buyer, in its sole discretion, shall be satisfied
with the results of its due diligence investigation, including, without
limitation:




		
	 	     (a) verification of the historical and projected earnings before
interest, taxes, depreciation and amortization of the Businesses;



38






 







		
	 	     (b) substantiation that all existing permits under which each
Purchased Asset operates requires no additional capital expenditures, and
title is transferable from Seller to Buyer;




		
	 	     (c) Buyer’s satisfaction that all existing and previous regulatory
and civil fines and penalties are the responsibility of, and will be
borne by, Seller;




		
	 	     (d) Buyer’s satisfaction with the condition of all Purchased Assets,
sustainability of the customer base and compliance with all licenses,
permits and regulations;




		
	 	     (e) verification of trades payable and receivable as shown on the
Financial Statements and Interim Financial Statements;




		
	 	     (f) verification of other specified liabilities; and




		
	 	     (g) confirmation of Seller’s compliance with representations,
warranties and covenants contained herein.



          4.1.15 Certain Assets. The Servers shall have been delivered to the
principal place of business of US Liquids of Detroit, Inc., and the Servers
shall be fully operational on or before the Closing Date.



     4.2 Conditions to the Seller’s Obligations. Without limiting any other
rights or remedies which Seller may have, the obligations of Seller under this
Agreement are subject to the satisfaction of the following conditions at or
prior to the Closing; provided that Seller may waive the satisfaction of any
such condition pursuant to a writing signed by Seller.


          4.2.1 Accuracy of Buyer’s Representations and Warranties. All
representations and warranties made by Buyer in this Agreement or in any
Exhibit, certificate or other writing which shall be delivered to Seller
pursuant to this Agreement, including, without limitation, the representations
and warranties in Section 2.2, shall be true and correct, in all respects, at
and as of the Closing Date, with the same force and effect as though such
representations and warranties had been made at and as of the Closing Date.



          4.2.2 Compliance with Covenants. All actions, undertakings, covenants, or
agreements required to be performed by Buyer before the Closing, including,
without limitation, the covenants of Buyer in Section 3.2, shall have been
performed or complied with, in all material respects, on or prior to the
Closing Date.



          4.2.3 Certificate of Buyer’s Officer. Buyer shall have delivered to
Seller a Certificate, dated as of the Closing Date, signed by an executive
officer of Buyer, certifying as to the fulfillment of the conditions specified
in Sections 4.2.1 and 4.2.2; provided, however, that such executive officer
shall have no personal liability on account of such Certificate.




39






 





          4.2.4 Fine and Parole. All fines of Seller imposed by the Department of
Justice, arising out of the plea agreement attached as Exhibit 4.1.12, shall
have been paid in full on or before the Closing, in accordance with that
certain letter dated December 16, 2003 from the U.S. Department of Justice
attached hereto as Exhibit 1.2.1.



          4.2.5 Consents. Buyer shall have obtained the approvals and consents to
the transactions contemplated in Section 4.1.4, if any.



          4.2.6 No Litigation. No action or proceeding shall have been instituted
against Buyer by any governmental instrumentality, agency or other person
before any court or governmental agency to restrain, prevent or condition this
Agreement or the consummation of the transactions contemplated by this
Agreement.



          4.2.7 Delivery of Other Documents. Buyer shall have delivered the
documents required to be delivered by Buyer pursuant to this Agreement.



5 WARRANTIES; INDEMNIFICATION.



     5.1 Survival. All representations and warranties by Buyer, Parent, Seller
and Partnership contained in this Agreement shall survive the execution and
delivery of this Agreement and the Closing Date, notwithstanding any
investigation made by or on behalf of Buyer, and shall terminate on April 30,
2006, except for the representations and warranties described in (i) Section
2.1.6(a), which shall survive indefinitely with respect to all Purchased Assets
other than the Owned Real Property but which shall be superseded by and merged
into the deeds executed and delivered at Closing with respect to the Owned Real
Property, (ii) Section 2.1.17, which shall survive for the applicable statute
of limitations, and (iii) Section 2.1.11, which shall survive for a period of
five years after the Closing Date. The indemnification provisions in this
Section 5 and the obligations of the parties pursuant to these indemnification
provisions shall survive the Closing and shall be binding upon, and fully
enforceable against, Buyer, Parent, Seller or Partnership, and each of their
respective successors and assigns. Except in the case of intentional breaches
of this Agreement or as otherwise provided in Section 3.1.9(c)(i), the
indemnification provisions described in this Section 5 shall be the exclusive
remedy for any indemnification claims made hereunder after the Closing of the
transactions contemplated herein. If the transactions contemplated hereunder
do not close or in the case of intentional breaches of this Agreement, the
parties shall be entitled to all rights and remedies under this Agreement (to
the extent that such rights and remedies survive termination of this Agreement)
or applicable law, except as otherwise provided on Section 3.1.9 and Section
3.1.10. The rights, remedies and obligations described in this Article 5 shall
survive termination of this Agreement.


     5.2 Seller’s Indemnification of Buyer. Regardless of any investigation
made at any time by or on behalf of Buyer or any information Buyer or any of
Buyer’s directors, officers, employees, representatives, agents, attorneys,
accountants or


40






 


consultants may have, Parent, Seller and Partnership, jointly
and severally, shall indemnify, defend and hold harmless Buyer (each jointly
and severally) and its respective affiliates, subsidiaries, directors,
officers, employees, agents, accountants, attorneys and representatives
(“Buyer’s Personnel”) from and against any demand, claim, action, cause of
action, damage, liability, loss, cost, debt, expense, obligation, lawsuit,
contract, or agreement, whether fixed, actual, accrued or contingent,
liquidated or unliquidated, whether or not asserted by a third party
(including, without limitation, interest, penalties, additional federal, state
or local taxes, reasonable attorneys’ fees and other costs and expenses
incident to this transaction or proceedings or investigations or the defense of
any claim, whether or not litigation has commenced) (“Loss”) (“Buyer’s
Damages”), arising out of, resulting from, or relating to, on account of, or
with respect to, and Parent, Seller and/or Partnership shall be obligated to
pay Buyer on demand the full amount of any sum which Buyer or any of Buyer’s
Personnel pays or becomes obligated to pay on account of, or in respect to, any
of the following (subject to the limitations set forth in Section 5.5):



		
	 	     (a) any breach of any representation or warranty made by Parent,
Seller or Partnership in this Agreement or in any Exhibit to this
Agreement;




		
	 	     (b) any failure of Parent, Seller or Partnership to duly perform or
observe any term, provision, covenant or agreement to be performed or
observed by Parent, Seller or Partnership pursuant to this Agreement or
any of the documents executed in connection with this Agreement;




		
	 	     (c) any of Buyer’s Damages arising out of or resulting from events
occurring prior to the Closing Date in connection with the Businesses and
properties and assets owned, operated or used by, Parent, Seller or
Partnership; including the Purchased Assets, whether or not such events
were discovered on or after the Closing Date or disclosed herein; or




		
	 	     (d) any of Buyer’s Damages arising out of, resulting from, or
relating to any Retained Liabilities.



In the event that any one Buyer or Buyer’s Personnel should incur Buyer’s
Damages in connection with any matter for which such Buyer is entitled to
indemnification from Parent, Seller or Partnership hereunder, any Buyer
(whether or not such Buyer was the party actually incurring such Buyer’s
Damages) may demand payment from Parent, Seller or Partnership for such Buyer’s
Damages pursuant to the indemnification provisions of this Agreement, including
this Section 5.2.


     5.3 Buyer’s Indemnification of the Seller. Buyer shall indemnify, defend
and hold harmless Seller and its directors, officers, affiliates, employees,
agents, accountants, attorneys and representatives (“Seller’s Personnel”) from
and against any Loss (“Seller’s Damages”), arising out of, resulting from, or
relating to, and Buyer shall be obligated to pay Seller on demand the full
amount of any sum which Seller or any of Seller’s Personnel pays or becomes
obligated to pay on account of, or in respect to, any of the following (subject
to the limitations set forth in Section 5.5)::


41






 



		
	 	     (a) Any breach of any representation or warranty made by Buyer in
this Agreement or in any Exhibit to this Agreement;




		
	 	     (b) Any failure of Buyer duly to perform or observe any term,
provision, covenant or agreement to be performed or observed by Buyer
pursuant to this Agreement or any of the documents executed in connection
with this Agreement; or




		
	 	     (c) Buyer or Buyer’s representatives’ access to, or inspection of,
the Purchased Assets or any tests, inspections or other due diligence
conducted by or on behalf of Buyer, whether prior to or after the date
hereof.



In the event that any one Seller or Seller’s Personnel should incur Seller’s
Damages in connection with any matter for which such Seller is entitled to
indemnification from Buyer hereunder, only Seller that actually incurs such
Seller’s Damages may demand payment from the specific Buyer responsible for
such Seller’s Damages, pursuant to the indemnification provisions of this
Agreement, including this Section 5.3. In no case whatsoever shall any Buyer
not directly responsible for such Seller’s Damages be obligated to indemnify
Seller against such Seller’s Damages for which another Buyer is responsible.


     5.4 Defense of Claims.



		
	 	     (a) If any party (“Indemnified Party”) receives notice of, or
discovers, any claim or the commencement of any action for which the
other party or parties (“Indemnitor”) is or may be liable under this
Section 5 (“Indemnified Claim”), the Indemnified Party shall promptly
notify the Indemnitor of such claim or action in writing and shall
provide the Indemnitor with copies of any pleadings or other documents
evidencing such Indemnified Claim. The Indemnitor shall be entitled to
participate in the defense of any Indemnified Claim, and, if it so
elects, to assume the defense of the Indemnified Claim, with counsel
reasonably satisfactory to the Indemnified Party; provided, that if the
Indemnitor has unconditionally agreed in writing to indemnify the
Indemnified Party against the Indemnified Claim. After written notice
from the Indemnitor to the Indemnified Party of such election to assume
the defense, the Indemnitor shall not be liable to the Indemnified Party
for any legal or other expenses subsequently incurred by the Indemnified
Party in connection with the defense of the Indemnified Claim, other than
costs and expenses of the Indemnified Party incurred at the request of
the Indemnitor. The assumption of the defense of any such Indemnified
Claim shall not be deemed an admission by the Indemnitor that it is
liable for any such Indemnified Claim. The Indemnitor may, at its
election, settle or compromise any Indemnified Claim. The Indemnified
Party, however, may not settle or compromise any Indemnified Claim
without the prior consent of the Indemnitor, unless the Indemnitor shall
have failed or refused to assist the Indemnified Party in the defense of
such Indemnified Claim.



42






 







		
	 	     (b) The parties agree to cooperate with each other in the defense of
claims under this Agreement.



     5.5 Limitations on Liability.



		
	 	     (a) Parent, Seller or Partnership shall, have no liability with
respect to Section 5.2(a), and Buyer shall not have any liability with
respect to Section 5.3(a), unless and until:




		
	 	               (i) Buyer or Seller, as the case may be, making an Indemnified
Claim under Section 5.2(a) or 5.3(a), respectively, provides
written notice to the other party with respect to such Indemnified
Claim under Section 5.2(a) or Section 5.3(a), as applicable, on or
before the expiration of the applicable survival period, as
described in Section 5.1; and




		
	 	               (ii) the aggregate dollar amount of all Indemnified Claims
under Section 5.2, in the case of claims against Parent, Seller and
Partnership, or Section 5.3, in the case of Indemnified Claims
against Buyer, exceeds $50,000, and then Buyer or Seller, as the
case may be, seeking such indemnification may seek indemnification
for the amount of such Indemnified Claims in excess of $50,000.




		
	 	     (b) Parent, Seller or Partnership shall not have liability with
respect to Section 5.2(a), and Buyer shall not have liability with
respect to Section 5.3(a), to the extent that the total aggregate amount
of the respective Indemnified Claims under Section 5.2(a), in the case of
Seller, or Section 5.3(a), in the case of Buyer, exceeds the $7,500,000
(the “Cap”).



     6 TERMINATION.


     6.1 Right to Terminate. Notwithstanding any other provision in this
Agreement to the contrary, this Agreement and the transactions contemplated
hereby may be terminated at any time prior to the Closing Date by prompt
written notice given in accordance with Section 7.4:



		
	 	     (a) by the written consent of Buyer, Seller, Parent and Partnership;




		
	 	     (b) by Buyer, on the one hand, or by Seller, Parent and Partnership,
on the other hand, if there is a breach or failure to perform or satisfy
any of the commitments, covenants or conditions under this Agreement in
any respect by the non-terminating party (or the conditions subject to
the terminating party’s satisfaction have not been satisfied), or if
there exists any error, misstatement or omission on the part of the
non-terminating party with respect to any representation or warranty
contained in this Agreement or in any Exhibit,



43






 







		
	 	certificate or other
writing delivered by the non-terminating party pursuant to this
Agreement; or




		
	 	     (c) by Buyer, on the one hand, or Parent, Seller and Partnership on
the other hand, if the Closing shall not have occurred on or before
February 13, 2004; provided, however, that the right to terminate this
Agreement pursuant to this Section 6.1(c) shall not be available to any
party whose failure to perform any of its covenants or obligations under
this Agreement has been the cause of or resulting in the failure of the
transactions contemplated by this Agreement to occur on or prior to the
aforesaid date.



     6.2 Remedies Upon Termination. Subject to Section 3.1.9, if this Agreement
is terminated due to a breach of this Agreement by one of the parties, then the
non-breaching party(s) shall have all available remedies under this Agreement
and applicable law.


7 MISCELLANEOUS.



     7.1 Expenses. Each party to this Agreement shall pay its own expenses
incident to this Agreement.


     7.2 Transfer and Other Taxes. Any taxes payable in connection with
consummation of the transactions contemplated by this Agreement shall be paid
by Seller and evidence of the payment of such taxes shall be furnished to Buyer
upon its request. Notwithstanding the foregoing, Buyer shall pay transfer
taxes in connection with the conveyance of title to the automobiles listed on
Exhibit 1.1.2(b).


     7.3 Finder’s Fee. Parent and Seller represent and warrant that they have
not engaged or hired any broker, finder or other person is entitled to any
brokerage fee, commission or finder’s fee in connection with the transactions
contemplated by this Agreement. Buyer, Seller and Parent shall each pay or
discharge and Buyer shall indemnify and hold Seller harmless, and Seller and
Parent shall indemnify and hold Buyer harmless, from and against any and all
claims or liabilities for brokerage commissions or finder’s fees incurred by
any action taken by them or it.


     7.4 Notices. Any notice or other communication required or which may be
given under this Agreement shall be in writing and either delivered personally
to the addressee or delivered via facsimile (and confirmation received) to the
addressee, sent by overnight courier to the addressee or mailed, certified or
registered mail, postage prepaid, and shall be deemed given when so delivered
personally or via facsimile to the addressee, or, if sent by overnight courier,
one business day after the date so sent, or, if mailed, three business days
after the date of mailing, to the addresses set forth on Exhibit 7.4. Any of
the addresses set forth on may be changed for notices by notice to the other
parties.


44






 


     7.5 Entire Agreement. This Agreement, including the exhibits, schedules,
documents, certificates, instruments and agreements referred to in this
Agreement, embodies the entire agreement and understanding of the parties to
this Agreement with respect to the subject matter of this Agreement. There are
no restrictions, promises, representations, warranties, covenants or
undertakings, other than those expressly set forth or referred to in this
Agreement. This Agreement, and the exhibits, schedules, documents,
certificates, instruments and agreements referred to in this Agreement,
supersedes all prior agreements, commitments and understandings, written or
oral, between the parties with respect to such subject matter, and any such
prior agreements or understandings are merged into this Agreement, including,
without limitation, the letter of intent, as amended, previously executed by
the parties.


     7.6 Governing Law and Forum. This Agreement shall be governed by the laws
of the State of Michigan (regardless of the laws that might otherwise govern
under applicable Michigan principles of conflicts of law) as to all matters,
including, but not limited to, matters of validity, construction, effect,
performance and remedies. Each of the parties consents to be subject to
personal jurisdiction of the courts of the State of Michigan, County of
Oakland, or in the case of the federal courts, the U.S. District Court for the
Eastern District of the State of Michigan. The aforementioned forums shall be
the sole and exclusive forums for the resolution of all disputes under this
Agreement and its related documents.


     7.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


     7.8 Interpretation. The headings contained in this Agreement are solely
for the purpose of reference, are not part of the agreement of the parties and
shall not in any way affect the meaning or interpretation of this Agreement.
All references to “Sections” and “Exhibits” in this Agreement are, unless
specifically indicated otherwise, references to sections of, and exhibits to,
this Agreement. Whenever the singular is used, the same shall include the
plural and vice versa, where appropriate. Words of any gender shall include
each other gender where appropriate. The Exhibits to this Agreement are a part
of this Agreement as if set forth in full in this Agreement.


     7.9 Severability. If any provision of this Agreement is determined to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall have no effect on the other provisions of this
Agreement, which shall remain valid, operative and enforceable. Upon any such
determination that any term or other provision is illegal, invalid or
unenforceable, the parties hereto will negotiate in good faith to modify this
Agreement so as to affect the original intent of the parties as closely as
possible.


     7.10 Waiver and Amendments. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, and the terms and conditions of
this Agreement may be waived, only by a written instrument signed by the
parties or, in the case of a waiver, by the party waiving compliance. The
rights and remedies of any


45






 


party arising out of, or otherwise in respect of,
any inaccuracy in, or breach of, any representation, warranty, covenant or
agreement contained in this Agreement shall in no way be limited by the fact
that (i) the act, omission, occurrence or other state of facts upon which any
claim of any such inaccuracy or breach is based may also be the subject matter
of any other representation, warranty, covenant, agreement or Exhibit contained
in this Agreement (or in any other agreement between the parties) as to which
there is no inaccuracy or breach, or (ii) the act, omission, occurrence or
other state of facts upon which any claim of any such inaccuracy or breach is
based may have been disclosed, orally or otherwise, to Buyer, but has not been
disclosed, or disclosed accurately, as required pursuant to this Agreement.


     7.11 Binding Effect; Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties to this Agreement and
their respective permitted successors and assigns; provided that neither Parent
nor Seller may assign or transfer any of their rights or delegate any of their
obligations under this Agreement without the prior written consent of Buyer.
Buyer and its subsidiaries may assign any or all of their rights under this
Agreement, including their right to indemnification, to any of any party,
including their lenders as collateral security without the consent of any of
the other parties hereto.


     7.12 Time is of the Essence. Time is of the essence of all
understandings, undertakings and agreements of the parties hereto.


[signatures appear on the following page]




46






 





     IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date set forth in the introductory paragraph
of this Agreement.



	 	 	 	 	 	 	 	 	 
	 	 	EQ Detroit, Inc.,

a Michigan corporation
	 	 	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 	 	 
	 	 	 	
	 	 	 	 
	 	 	 	Its:	 	 	 	 	 
	 	 	 	 	
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	EQ Florida, Inc.,

a Michigan corporation
	 	 	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 	 	 
	 	 	 	
	 	 	 	 	 
	 	 	 	Its:	 	 	 	 	 
	 	 	 	 	
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	EQ Augusta, Inc.,

a Michigan corporation
	 	 	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 	 	 
	 	 	 	
	 	 	 	 	 
	 	 	 	Its:	 	 	 	 
	 	 	 	 	
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	EQ Mobile Recycling, Inc.,

a Michigan corporation
	 	 	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 	 	 
	 	 	 	
	 	 	 	 
	 	 	 	Its:	 	 	 	 
	 	 	 	 	
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	US Liquids, Inc., a Delaware

corporation
	 	 	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 	 	 
	 	 	 	
	 	 	 	 
	 	 	 	Its:	 	 	 	 
	 	 	 	 	
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	US Liquids of Detroit, Inc., a

Michigan corporation
	 	 	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 	 	 
	 	 	 	
	 	 	 	 
	 	 	 	Its:	 	 	 	 
	 	 	 	 	
	 	 	 	 



S-1






 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	USL First Source, Inc., a Maryland

corporation
	 	 	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 	 	 
	 	 	 	
	 	 	 	 
	 	 	 	Its:	 	 	 	 
	 	 	 	 	
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	US Liquids of Florida, a Florida

corporation
	 	 	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 	 	 
	 	 	 	
	 	 	 	 
	 	 	 	Its:	 	 	 	 
	 	 	 	 	
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	Waste Research and Recovery, Inc.,

Georgia corporation
	 	 	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 	 	 
	 	 	 	
	 	 	 	 
	 	 	 	Its:	 	 	 	 
	 	 	 	 	
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	USL Management Limited Partnership,

a Texas limited partnership
	 
	 	 	By: USL General Management, Inc.

	 	 	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 	 	 
	 	 	 	
	 	 	 	 
	 	 	 	Its:	 	 	 	 
	 	 	 	 	
	 	 	 	 




S-2