Assets of Texas Chemical Manufacturing Company

Sale of assets of KMCO, LLC which includes:

• all of the Estate’s tracts or parcels of land located in Crosby, Harris County, State of Texas, and described on Exhibit A attached hereto and made a part hereof for all purposes (the “Land”), together with all existing improvements situated thereon, and all rights, tenements, hereditaments, easements, appendages, ways, privileges, minerals, royalties and appurtenances ertaining thereto, including any right, title and interest of the Estate in and to the adjacent streets, alleys and rights-of-way (the Land and the other properties described in this subparagraph (a) are herein called the “Real Property”);
• all of the Estate’s right, title and interest in and to all other property and assets of Seller to the extent such assets and properties exist as of the Closing Date, including the following (but excluding the Excluded Assets) (collectively, the “Other Assets”):
  (i)all tangible personal property of Seller, including those items described in Schedule 1.1(i);
  (ii)all inventories of Seller, including all raw materials, work-in-process, finished goods, merchandise, products under research and development, demonstration equipment, office and other supplies, parts, packaging materials and other accessories related thereto that are held at, or are in transit from or to, the Real Property, or located at any supplier’s, agent’s or customer’s premises, on consignment or otherwise, together with any and all rights of Seller against any suppliers of such inventories (the “Inventory”);
  (iii)all approvals, consents, ratifications, waivers, authorizations, licenses, registrations or permits issued, granted, given or otherwise made available to Seller by or under the authority of any governmental or regulatory agency or body or pursuant to any law and any pending application therefore or renewal thereof, in each case to the extent transferable to Purchaser, including those listed in Schedule 1.1(iii);
  (iv)all rights of Seller under express or implied guarantees, warranties, representations, covenants, rights, claims, counterclaims, defenses, credits, rebates, causes of action or rights of set off against third parties related to the Property or the Assumed Liabilities, to the extent transferable to Purchaser;
  (v) all motor vehicles owned by Seller, including automobiles, trucks and other rolling stock, and including without limitation those listed on Schedule 1.1(v);
  (vi) all trademarks, service marks, trade names, and similar indicia of source of origin, all registrations and applications for registration thereof, and the goodwill connected with the use of and symbolized by the foregoing; copyrights and all registrations and applications for registration thereof; trade secrets and know-how; patents and patent applications; internet domain name registrations; and other intellectual property and related proprietary rights), in each case that is owned by Seller;
  (vii) all telephone and fax numbers and email addresses related to the Business;
  (viii) all rights under non-disclosure, confidentiality and similar arrangements with (or for the benefit of) employees or agents of Seller or with third parties; and
  (ix) all avoidance claims or causes of action under the Bankruptcy Code or applicable law (including, without limitation, any preference or fraudulent conveyance claims or causes of action), and all other claims or causes of action under any other provision of the Bankruptcy Code or applicable law, in each case belonging to Seller (“Avoidance Actions”), but solely to the extent against Purchaser or any of its affiliates or subsidiaries (if any) (the “Assigned Avoidance Actions”).