Assets of Metal Forging Business

Sale of all assets of Fansteel, Inc., includes:

1. 100% of the Fansteel de Mexico stock, which is held 99% by Fansteel and 1% by FDM Holdings, which is a wholly-owned subsidiary of Fansteel; 
2. All furniture, fixtures, furnishings and leasehold improvements listed on Schedule 1.1(a)(i) of the APA Disclosure Schedules; 
3. All machinery, equipment, vehicles, tools, spare parts, supplies (including inventory), and all other tangible personal property used in the Intercast Business, including those listed on Schedule 1.1(a)(ii) of the APA Disclosure Schedules; 
4. All accounts receivable of Fansteel related to the Intercast Business listed on Schedule 1.1(a)(iii) of the APA Disclosure Schedules2; 
5. All deposits and prepayments of Fansteel, any deposits or prepayments paid in connection with the Intercast Business, including those listed on  Schedule 1.1(b) of the APA Disclosure Schedules3; 
6. All Intellectual Property Rights owned or licensed by Fansteel and used or held for use in connection with the Intercast Business, including those listed on Schedules 1.1(g)(i), 1.1(g)(ii), and 1.1(g)(iii) of the APA Disclosure Schedules; 
7. All interests of the Seller in the Assumed Contracts and all rights granted to Fansteel in the Assumed Contracts listed on Schedule 1.3 of the APA Disclosure Schedules; 
8. all insurance, third party property and casualty insurance proceeds arising in connection with property damage to the Acquired Assets occurring prior to the Closing Date, to the extent not expended on the repair or restoration of the Acquired Assets and all rights to third party property and casualty insurance proceeds, in each case to the extent received or receivable in respect of the Business, but excluding any insurance related to or which might cover any Causes of Action (including D&O coverage); 
9. all Acquired Causes of Action; provided, however, that any Acquired Causes of Action shall not include any claims against directors and officers of Seller, its parent or other D&O or similar claims, or any claims arising under Chapter 5 of the Bankruptcy Code whether arising prior to, or after, the Petition Date; and 
10. all documents that are used in, held for use in or intended to be used in, or that arise out of, the Business, including documents relating to Products, services, marketing, advertising, promotional materials, Purchased Intellectual Property, personnel files for Transferred Employees and all files, customer files and documents (including credit information), supplier lists, records, literature and correspondence, but excluding personnel files for Employees of Seller who are not Transferred Employees.